Boyd Group Services Inc 6-K, filed Nov 12, 2026
Boyd Group Services Inc. (BGSI)
About this 6-K
Boyd Group Services Inc filed this 6-K on November 12, 2026.
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 2026
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, 2026 included on pages 2 to 24 and 25 to 48, respectively, of the Interim Report to Shareholders contained in Exhibit 99.1 to this report are incorporated by reference into the registrant’s Registration Statements on Form F-10 (File No. 333-291143) and Form S-8 (File No. 333-291880).
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/ Peter Toni | |
| Name: Peter Toni | ||
| Title: Senior Corporate Counsel & Assistant Secretary | ||
Date: November 12, 2026
Exhibit 99.1
BOYD GROUP SERVICES INC.
INTERIM REPORT TO SHAREHOLDERS
Third Quarter and Nine Months Ended September 30, 2026
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 name 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 Mobile Auto Solutions (“MAS”) in the U.S. and Volta Auto Diagnostics Ltd. (“Volta”) in Canada that offer scanning and calibration services. The following is a geographic breakdown of the collision repair locations by trade name and location as at November 10, 2026.
|
1,336 locations | |||||||||||
|
44 locations |
|
1,203 locations |
| ||||||||
| Alberta | 14 | Florida (+37)* | 123 | Colorado | 22 | |||||||
| British Columbia | 13 | Texas (+54)* | 98 | Maryland (+7)* | 22 |
| ||||||
| Manitoba | 13 | Michigan (+1)* | 78 | Virginia (+11)* | 22 | |||||||
| Saskatchewan | 4 | Illinois (+6)* | 73 | Arkansas (+14)* | 17 | |||||||
| Alabama (+44)* | 60 | Minnesota | 16 | |||||||||
|
89 locations |
Georgia (+17)* | 59 | Nevada (+1)* | 16 |
| ||||||
| California | 53 | Kentucky (+9)* | 15 | |||||||||
| North Carolina (+12)* | 51 | Pennsylvania | 15 | |||||||||
| Ontario (+3)* | 84 | Louisiana (+15)* | 42 | Hawaii (+1)* | 12 | |||||||
| Nova Scotia | 5 | Indiana (+4)* | 41 | Kansas | 11 |
| ||||||
| New York | 41 | Mississippi (+11)* | 11 | |||||||||
| Wisconsin (+2)* | 40 | Oregon | 11 |
| ||||||||
| Washington | 38 | Iowa | 7 | |||||||||
| Oklahoma (+9)* | 37 | Utah | 5 | |||||||||
| South Carolina (+16)* | 37 | West Virginia (+5)* | 5 | |||||||||
| Ohio (+2)* | 36 | Nebraska | 4 |
| ||||||||
| Tennessee (+10)* | 32 | Idaho | 1 | |||||||||
| Arizona | 26 | New Jersey | 1 | |||||||||
| Missouri (+5)* | 25 | |||||||||||
| ||||||||||||
| The above numbers include 31
intake locations, net of two closed intake locations. |
The above numbers include three intake locations and two fleet locations co-located with collision repair centers. | |||||||||||
| * | Locations added in 2026 and up to November 10, 2026 |
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.
2
The following review of BGSI’s operating and financial results for the period ended September 30, 2026, including material transactions and events of BGSI up to and including November 10, 2026, should be read in conjunction with the unaudited interim condensed consolidated financial statements for the three and nine months ended September 30, 2026, 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.
SIGNIFICANT EVENTS
On January 7, 2026, BGSI announced that regulatory requirements regarding the Joe Hudson’s Collision Center (“Joe Hudson’s”) acquisition had been satisfied and as a result, the Company announced the closing of the acquisition on January 9, 2026, expanding the Company’s footprint by 258 collision locations across the U.S. Southeast.
On March 17, 2026, the BGSI Board of Directors declared a cash dividend for the first quarter of 2026 of C$0.156 per common share. The dividend was paid on April 28, 2026 to common shareholders of record at the close of business on March 31, 2026.
On April 22, 2026, BGSI announced the appointment of Steve Hoeft as Chief Operating Officer for Boyd Group’s U.S. Collision business and appointment of Zach Balthrop as Chief Commercial Officer for the Boyd Group.
On May 14, 2026, BGSI announced that the nominees listed in the management proxy circular dated March 24, 2026 were elected as Directors of BGSI.
On June 17, 2026, the BGSI Board of Directors declared a cash dividend for the second quarter of 2026 of C$0.156 per common share. The dividend was paid on July 29, 2026 to common shareholders of record at the close of business on June 30, 2026.
On September 11, 2026, BGSI announced that the Toronto Stock Exchange approved its Notice of Intention to carry out a Normal Course Issuer Bid (“NCIB”) to purchase for cancellation, from time to time, as the Company considers advisable, its issued and outstanding common shares. The NCIB commenced on September 16, 2026 and will terminate on September 15, 2027 or such earlier time as the NCIB is completed or terminated at the option of Boyd.
On September 17, 2026, the BGSI Board of Directors declared a cash dividend for the third quarter of 2026 of C$0.156 per common share. The dividend was paid on October 28, 2026 to common shareholders of record at the close of business on September 30, 2026.
In addition to the Joe Hudson’s acquisition, the Company completed and opened the following number of collision repair acquisitions and start-up locations during the periods listed:
| Location |
Number of locations added through acquisition |
Number of start-ups | Total | |||||||||
| January 1, 2026 to March 31, 2026 |
3 | 8 | 11 | |||||||||
| April 1, 2026 to June 30, 2026 |
4 | 6 | 10 | |||||||||
| July 1, 2026 to September 30, 2026 |
10 | 0 | 10 | |||||||||
| October 1, 2026 to November 10, 2026 |
7 | 0 | 7 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
24 | 14 | 38 | |||||||||
|
|
|
|
|
|
|
|||||||
During the third quarter of 2026, the Company acquired a single location glass business in South Carolina.
3
OUTLOOK
During the third quarter, Boyd continued to outperform the underlying industry volume and gain market share, supported by its scale and ongoing market densification strategy. Volume gains driven by the strength of the company’s performance and insurer relationships contributed to positive same-store sales growth during the quarter of 2.2%, complemented by a modest increase in total cost of repair.
Boyd estimates repairable claims volumes declined approximately 1–3% year-over-year in Q3 2026, which is consistent with our long-term planning assumptions.
In October 2026, same-store sales growth continued to be positive. Given the inherent monthly and quarterly variability, the Company evaluates same-store sales over longer periods and does not view any single period as indicative of sustainable market share expansion or multi-year strategic targets.
Project 360 and acquisition synergies are on track to deliver a further $15 million in the fourth quarter, elevating total projected savings to $65 million for 2026 and $140 million across the 2025–2029 period.
During the quarter, Boyd announced a normal course issuer bid and commenced share repurchases under the program. This initiative reflects our commitment to disciplined, returns-focused capital allocation. Boyd’s objective is to ensure that capital is consistently directed toward high risk-adjusted return opportunities, whether through growth investments in strategic or single-shop acquisitions, brownfield and greenfield start-up locations, investments in existing operations, debt reduction, share repurchases, dividends or other alternatives.
The Company expects to complete and open 11 start-up locations in the fourth quarter.
BUSINESS ENVIRONMENT & STRATEGY
As at November 10, 2026, the business environment of the Company and strategies adopted by management remain unchanged from those described in BGSI’s 2025 annual MD&A.
4
CAUTION CONCERNING FORWARD-LOOKING STATEMENTS
Statements made in this Management’s Discussion & Analysis (“MD&A”), other than those concerning historical financial 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, without limitation, be identified by words such as “may”, “will”, “could”, “should”, “would”, “likely”, “suspect”, “outlook”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “plan”, “forecast”, “objective”, “seek”, “aim”, “continue”, “goal”, “restore”, “embark”, “expect”, “target” and “endeavour” 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.
Forward-looking statements are subject to significant risks and are based on certain assumptions and analyses made by Boyd concerning its experience and perception of historical trends, currently available information, expected future developments and other factors it believes are appropriate.
Although the Company believes the expectations, plans, intentions, and strategies reflected in these forward-looking statements and the assumptions upon which they are based are reasonable, these statements relate to future events or the Company’s future financial performance, and involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond the Company’s control. If one or more of these risks or uncertainties occur, or if the Company’s underlying assumptions prove to be incorrect, actual results may vary significantly from those expressed or implied in such forward-looking statements. No forward-looking statement is a guarantee of future results and they should not be unduly relied upon. A number of factors could cause actual results, performance or achievement to differ materially from those discussed or implied in the forward-looking statements, including but not limited to those described under the headings “Business Risks and Uncertainties” of BGSI’s Annual Information Form dated March 17, 2026 for the year ended December 31, 2025 and this MD&A. Forward-looking statements, assumptions and risks factors in this MD&A include, but are not limited to:
| Forward-looking Information | Key Assumptions | Most Relevant Risk Factors | ||
| The Company expects to open 11 new start-up locations during the fourth quarter. Organic expansion is expected to be complemented by single-location acquisitions, supported by the Company’s strong balance sheet. | 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 will 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 |
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 |
5
| Forward-looking Information | Key Assumptions | Most Relevant Risk Factors | ||
| The combined synergies and saving associated with the Project 360 transformation initiative are expected to be $140 million from 2025 to 2029. During 2025, approximately $40 million of savings were realized, with an additional $50 million realized thus far in 2026. An additional $15 million is expected in 2026 and the remaining $35 million to 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 | ||
| Project 360 along with the integration and cost to achieve synergies on the Joe Hudson’s acquisition were estimated to require approximately $50-53 million in operating costs and $30 million in capital expenditures. | The actual cost for these expenditures agrees with the original estimate
The project and realization of synergies are 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 | ||
| 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 | ||
6
| Forward-looking Information | Key Assumptions | Most Relevant Risk Factors | ||
| During 2026, 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. | 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 | ||
| 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 | ||
Forward-looking statements are based on management’s current plans, estimates, projections, beliefs and opinions as of the date of this MD&A, and other than as required by applicable securities laws, the Company does not undertake any obligation to update forward-looking statements should assumptions related to these plans, estimates, projections, beliefs or opinions change.
Readers are cautioned that the foregoing table is not exhaustive. Readers should refer to the “Business Risks and Uncertainties” section of BGSI’s Annual Information Form dated March 17, 2026 for the year ended December 31, 2025, the “Business Risks and Uncertainties” and other sections of this MD&A and our other periodic filings with Canadian and U.S. securities regulatory authorities. All forward-looking statements presented herein should be considered in conjunction with such filings. All forward-looking statements contained herein are expressly qualified by the foregoing “Caution Concerning Forward-Looking Statements”.
NON-GAAP FINANCIAL MEASURES AND RATIOS
EBITDA, ADJUSTED EBITDA AND ADJUSTED EBITDA MARGIN
Earnings before interest, taxes, depreciation and amortization (“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. Readers 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.
7
EBITDA represents an indication of the Company’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 estimates of their useful life. 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 initiative expenses and fair value adjustments to contingent consideration and financial instruments which do not have a cash impact. These adjustments do not relate to the current operating performance of the business units but are typically costs incurred to expand operations as well as execute transformational plans. Acquisition and transformational costs include transaction costs in acquiring and integrating a business acquisition and other costs related to the execution of Project 360. From time to time BGSI may make other adjustments to its Adjusted EBITDA for items that are not expected to recur. Management believes that in addition to net earnings and cash flows, Adjusted EBITDA is useful to readers to provide 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.
Adjusted EBITDA margin is a measure of operating profit that can be used to assess Boyd’s operational performance. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by total sales.
The following is a reconciliation of BGSI’s net earnings to EBITDA and Adjusted EBITDA:
ADJUSTED EBITDA
| Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
| (thousands of U.S. dollars) |
2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net earnings (loss) |
$ | 81 | $ | 10,845 | $ | (6,554) | $ | 13,630 | ||||||||
| Add: |
||||||||||||||||
| Finance costs |
32,331 | 18,751 | 93,166 | 54,606 | ||||||||||||
| Income tax expense |
1,147 | 4,057 | 2,504 | 6,618 | ||||||||||||
| Depreciation of property, plant and equipment |
29,197 | 22,319 | 83,989 | 64,713 | ||||||||||||
| Depreciation of right of use assets |
42,964 | 31,998 | 128,676 | 95,412 | ||||||||||||
| Amortization of intangible assets |
16,332 | 7,056 | 48,789 | 20,604 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| EBITDA |
$ | 122,052 | $ | 95,026 | $ | 350,570 | $ | 255,583 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Add (deduct): |
||||||||||||||||
| Fair value adjustments |
3,107 | (88) | 1,642 | (87) | ||||||||||||
| Acquisition and transformational cost initiatives |
6,958 | 3,428 | 38,222 | 17,201 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBITDA |
$ | 132,117 | $ | 98,366 | $ | 390,434 | $ | 272,697 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Sales |
$ | 1,012,719 | $ | 790,210 | $ | 3,023,047 | $ | 2,348,940 | ||||||||
| Adjusted EBITDA margin (%) |
13.0% | 12.4% | 12.9% | 11.6% | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
8
ADJUSTED NET EARNINGS AND ADJUSTED NET EARNINGS PER SHARE
Adjusted net earnings means net earnings adjusted to add back fair value adjustments (net of tax) and acquisition and transformational cost initiatives (net of tax). Commencing in the fourth quarter of 2025, and on a go-forward basis, the calculation of Adjusted net earnings also excludes amortization of intangibles arising on acquisitions. Amortization of intangible assets arising on acquisition is the result of the purchase price allocation on completion of an acquisition. There are no future capital expenditures associated with maintaining or replacing these intangible assets. Comparative periods have been restated to reflect this additional adjustment. 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. Adjusted net earnings per share means Adjusted net earnings, divided by the weighted average number of shares for the applicable period.
The following is a reconciliation of BGSI’s net earnings to Adjusted net earnings:
| Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
| (thousands of U.S. dollars, except share and per share amounts) |
2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net earnings (loss) |
$ | 81 | $ | 10,845 | $ | (6,554) | $ | 13,630 | ||||||||
| Add (deduct): |
||||||||||||||||
| Fair value adjustments (net of tax) |
2,299 | (65) | 1,215 | (64) | ||||||||||||
| Acquisition and transformational cost initiatives (net of tax) |
5,175 | 2,537 | 29,369 | 12,729 | ||||||||||||
| Amortization of intangibles arising on acquisitions (net of tax) |
11,434 | 4,529 | 33,421 | 13,392 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted net earnings (1) |
$ | 18,989 | $ | 17,846 | $ | 57,451 | $ | 39,687 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Weighted average number of shares |
27,835,225 | 21,467,917 | 27,833,856 | 21,467,770 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted net earnings per share (1) |
$ | 0.68 | $ | 0.83 | $ | 2.06 | $ | 1.85 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | Comparative figures have been restated to conform with current period presentation |
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) |
2026 | 2025 | 2026 | 2025 | ||||||||||||
| Sales |
$ | 1,012,719 | $ | 790,210 | $ | 3,023,047 | $ | 2,348,940 | ||||||||
| Less: |
||||||||||||||||
| Sales from locations not in the comparative period |
(209,464) | (3,433) | (641,171) | (17,922) | ||||||||||||
| Sales from under-performing facilities closed during the period |
— | — | — | (1,239) | ||||||||||||
| Foreign exchange |
924 | — | (2,002) | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Same-store sales (excluding foreign exchange) |
$ | 804,179 | $ | 786,777 | $ | 2,379,874 | $ | 2,329,779 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
9
Dividends
BGSI declared dividends of C$0.156 per share in each of the first, second and third quarter of 2026 (2025 - C$0.153).
Dividends to shareholders of BGSI were declared and paid as follows:
| (thousands of U.S. dollars) | ||||||
| Record date |
Payment date | Dividend amount | ||||
| March 31, 2026 |
April 28, 2026 | $ | 3,165 | |||
| June 30, 2026 |
July 29, 2026 | 3,093 | ||||
| September 30, 2026 |
October 28, 2026 | 3,097 | ||||
|
|
|
|||||
| $ | 9,355 | |||||
|
|
|
|||||
| (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 | |||||
|
|
|
|||||
10
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, | |||||||||||||||||||||||
| 2026 | % change | 2025 | 2026 | % change | 2025 | |||||||||||||||||||
| Sales - Total |
1,012,719 | 28.2 | 790,210 | 3,023,047 | 28.7 | 2,348,940 | ||||||||||||||||||
| Same-store sales - Total (excluding foreign exchange) (1) |
804,179 | 2.2 | 786,777 | 2,379,874 | 2.2 | 2,329,779 | ||||||||||||||||||
| Gross margin % |
46.7 | 0.9 | 46.3 | 46.9 | 1.1 | 46.4 | ||||||||||||||||||
| Operating expense % |
33.7 | (0.6 | ) | 33.9 | 34.0 | (2.3 | ) | 34.8 | ||||||||||||||||
| Adjusted EBITDA margin (1) % |
13.0 | 4.8 | 12.4 | 12.9 | 11.2 | 11.6 | ||||||||||||||||||
| Adjusted EBITDA (1) |
132,117 | 34.3 | 98,366 | 390,434 | 43.2 | 272,697 | ||||||||||||||||||
| Acquisition and transformational cost initiatives |
6,958 | 103.0 | 3,428 | 38,222 | 122.2 | 17,201 | ||||||||||||||||||
| Depreciation and amortization |
88,493 | 44.2 | 61,373 | 261,454 | 44.7 | 180,729 | ||||||||||||||||||
| Fair value adjustments |
3,107 | N/A | (88 | ) | 1,642 | N/A | (87 | ) | ||||||||||||||||
| Finance costs |
32,331 | 72.4 | 18,751 | 93,166 | 70.6 | 54,606 | ||||||||||||||||||
| Income tax expense |
1,147 | (71.7 | ) | 4,057 | 2,504 | (62.2 | ) | 6,618 | ||||||||||||||||
| Adjusted net earnings (1)(2) |
18,989 | 6.4 | 17,846 | 57,451 | 44.8 | 39,687 | ||||||||||||||||||
| Adjusted net earnings per share (1)(2) |
0.68 | (18.1 | ) | 0.83 | 2.06 | 11.4 | 1.85 | |||||||||||||||||
| Net earnings (loss) |
81 | (99.3 | ) | 10,845 | (6,554 | ) | (148.1 | ) | 13,630 | |||||||||||||||
| Basic earnings (loss) per share |
— | (100.0 | ) | 0.51 | (0.24 | ) | (138.1 | ) | 0.63 | |||||||||||||||
| Diluted earnings (loss) per share |
— | (100.0 | ) | 0.50 | (0.24 | ) | (138.1 | ) | 0.63 | |||||||||||||||
| (1) | As defined in the non- GAAP financial measures and ratios section of the MD&A. |
| (2) | Comparative figures have been restated to conform with current period presentation |
Joe Hudson’s Collision Center and Project 360
The Company remains committed to returning to an Adjusted EBITDA margin of 14%, supported by Project 360 and the realization of synergies from the Joe Hudson’s acquisition. On January 9, 2026, the Company closed the acquisition of Joe Hudson’s Collision Center. The acquisition added 258 locations across the U.S. Southeast region, increasing Boyd’s North American location footprint by 25%. This expanded scale, combined with enhanced regional density, is expected to support improved profitability through meaningful cost synergies across the combined company. The combined synergies and saving associated with the Project 360 transformation initiative are expected to be $140 million from 2025 to 2029. During 2025, approximately $40 million of savings were realized, with an additional $50 million realized thus far in 2026. An additional $15 million is expected in 2026 and the remaining $35 million to be realized between 2027 and 2029.
With the integration of Joe Hudson’s complete, we now have greater visibility into the business’s operational performance. The sequential revenue trend versus the prior year improved during the third quarter, with positive momentum continuing into October as the locations progressed under Boyd’s operating model. These results support our confidence in their continued improvement and contribution to Boyd’s longer-term growth and profitability. Project 360 along with the integration and cost to achieve synergies on the Joe Hudson’s acquisition were estimated to require approximately $50-53 million in operating costs and $30 million in capital expenditures. To date, approximately $40.7 million in operating costs and approximately $12.9 million in capital expenditures have been recorded on the integration and transformation project.
11
3rd Quarter Comparison - Three months ended September 30, 2026 vs. 2025
Sales
Sales totaled $1,012.7 million for the three months ended September 30, 2026, an increase of $222.5 million or 28.2% when compared to the same period of 2025. The increase in sales was the result of the following:
| • | $206.0 million of incremental sales were generated from 342 new locations that were not in operation for the full comparative period. Joe Hudson’s 258 stores contributed $169.6 million in sales in the quarter. With the integration of Joe Hudson’s complete, we now have greater visibility into the business’s operational performance. The sequential revenue trend versus the prior year improved during the third quarter. |
| • | Same-store sales1 excluding foreign exchange increased $17.4 million or 2.2% and decreased by $0.9 million due to the translation of same-store sales at a lower Canadian dollar exchange rate. The Company continued to outperform the industry on volume, driven by strong performance with insurance clients, although the average total cost of repair remained below historical levels, which limited the level of same-store sales growth that could be achieved. Based on third quarter claims processing platform data, the Company estimates that repairable claims volume was down in the range of 1-3%. While growth in average total cost of repair has remained below historical averages in recent periods, management believes a return toward target levels over time is supported by the continued normalization of key industry drivers, including rising used vehicle values, increasing vehicle complexity and inflation on wages and cost of parts. The third quarter of 2026 recognized the same number of selling and production days when compared to the same period of the prior year. |
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 $473.4 million or 46.7% of sales for the three months ended September 30, 2026, compared to $365.9 million or 46.3% of sales for the same period of 2025. Gross profit increased $107.5 million primarily as a result of incremental sales attributable to location growth and increased same-store sales. Gross profit was also positively impacted by synergies associated with the acquisition of Joe Hudson’s and Project 360 savings. Gross margin benefitted from increased paint margins driven by Joe Hudson’s synergy realization and Project 360. Gross margin was also positively impacted by increased scanning and calibration and sublet margins, partially offset by lower labor margins and parts margins. Offsetting these gross margin benefits is the impact of the lower gross margin percentage in the Joe Hudson’s business. 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, 2026 increased $73.7 million to $341.3 million from $267.6 million for the same period of 2025. The increase in operating expenses was primarily the result of location growth related to the addition of Joe Hudson’s stores during the quarter.
Operating expenses as a percentage of sales were 33.7% for the three months ended September 30, 2026, which compared to 33.9% for the same period of 2025. Operating expenses as a percentage of sales was positively impacted by Joe Hudson’s synergy realization and Project 360, the transformational cost initiative launched during the fourth quarter of 2024. The decrease as a percentage of sales was also supported by the mitigating effect of same-store sales growth which partially offset typical cost increases.
| 1 | As defined in the non-GAAP financial measures and ratios section of the MD&A |
12
Acquisition and Transformational Cost Initiatives
Acquisition and Transformational Cost Initiatives for the three months ended September 30, 2026 were $7.0 million compared to $3.4 million recorded for the same period of 2025. Acquisition costs relate to various acquisitions, including acquisitions from prior periods, as well as other completed or potential acquisitions. The acquisition costs for this quarter of $1.9 million (2025 - $2.4 million) include $0.5 million (2025 - $nil) related to the Joe Hudson’s acquisition. The expenses related to the transformational cost initiatives of $5.1 million (2025 - $1.0 million) include costs associated with Project 360 as well as costs incurred to realize synergies on the Joe Hudson’s acquisition.
To date, approximately $40.7 million in operating costs have been incurred on the integration and transformation project which was estimated to require approximately $50-53 million in operating costs.
Adjusted EBITDA
Earnings before interest, income taxes, depreciation and amortization, as well as fair value adjustments and acquisition and transformational cost initiatives (“Adjusted EBITDA”)2 for the three months ended September 30, 2026 totaled $132.1 million or 13.0% of sales compared to Adjusted EBITDA of $98.4 million or 12.4% of sales in the same period of the prior year. The $33.8 million increase in Adjusted EBITDA is primarily the result of new stores added through the acquisition of Joe Hudson’s, as well as improvements in gross margin, and the impact of synergies and Project 360 that resulted in cost savings.
Adjusted EBITDA as a percentage of sales benefitted from increased gross margin and decreased operating expenses as a percentage of sales as a result of Project 360 and Joe Hudson’s synergy realization of approximately $15 million in the quarter.
Depreciation and Amortization
Depreciation related to property, plant and equipment totaled $29.2 million or 2.9% of sales for the three months ended September 30, 2026, an increase of $6.9 million when compared to the $22.3 million or 2.8% of sales recorded in the same period of the prior year. The increase in depreciation expense was primarily due to location growth mainly driven by the Joe Hudson’s acquisition.
Depreciation related to right of use assets totaled $43.0 million, or 4.2% of sales for the three months ended September 30, 2026, as compared to $32.0 million or 4.0% of sales for the same period of the prior year. The increase in depreciation expense was primarily due to growth in locations, driven mostly by the acquisition of Joe Hudson’s.
Amortization of intangible assets for the three months ended September 30, 2026 totaled $16.3 million or 1.6% of sales, compared to the $7.1 million or 0.9% of sales expensed for the same period of the prior year. The increase in amortization is primarily the result of the addition of intangibles related to the Joe Hudson’s acquisition.
Finance Costs
Finance Costs of $32.3 million or 3.2% of sales for the three months ended September 30, 2026 increased from $18.8 million or 2.4% of sales for the same period of the prior year. The increase in finance costs was due primarily to interest incurred on the senior unsecured notes and increased interest on lease liabilities both as a result of the Joe Hudson’s transaction.
| 2 | As defined in the non-GAAP financial measures and ratios section of the MD&A. |
13
Income Taxes
Current and Deferred Income Tax Expense of $1.1 million for the three months ended September 30, 2026 compared to $4.1 million for the same period of the prior year. Income tax expense is impacted by permanent differences arising on non-deductible expenses, including executive compensation and certain acquisition costs related to the Joe Hudson’s transaction, which impacts the tax computed on accounting income.
Net Earnings and Earnings Per Share
Net Earnings for the three months ended September 30, 2026 was $0.1 million or 0.0% of sales compared to net earnings of $10.8 million or 1.4% of sales in the same period of the prior year. The net earnings amount in 2026 was impacted by acquisition and transformational cost initiatives of $5.2 million (net of tax) as well as acquisition related intangible amortization of $11.4 million (net of tax). Adjusted net earnings3 for the third quarter of 2026 was $19.0 million, or 1.9% of sales. This compares to Adjusted net earnings of $17.8 million or 2.3% of sales in the same period of 2025. 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, additionally net earnings was impacted by increased amortization of intangible assets. The increase in depreciation and amortization expenses were primarily driven by location growth including Joe Hudson’s. The increase in finance costs was primarily driven by the acquisition of Joe Hudson’s, which increased interest expense related to the senior unsecured notes as well as lease liabilities.
Basic and Diluted Earnings Per Share was $nil per share for the three months ended September 30, 2026 compared to $0.51 for the third quarter of 2025. Adjusted net earnings per share was $0.68 compared to $0.83 for the third quarter of 2025.
Year-to-date Comparison - Nine months ended September 30, 2026 vs. 2025
Sales
Sales totaled $3,023.0 million for the nine months ended September 30, 2026, an increase of $674.1 million or 28.7% when compared to the same period of 2025. The increase in sales was the result of the following:
| • | $623.2 million of incremental sales were generated from 359 new locations that were not in operation for the full comparative period. Joe Hudson’s 258 stores contributed $512.3 million in sales since the completion of the acquisition on January 9, 2026. |
| • | Same-store sales4 excluding foreign exchange increased $50.1 million or 2.2% and increased a further $2.0 million due to the translation of same-store sales at a higher Canadian dollar exchange rate. The Company continued to outperform the industry on volume, driven by strong performance with insurance clients. Based on claims processing platform data for the nine months ended September 30, 2026, the Company estimates that repairable claims volume was down in the range of 0-2%. The average total cost of repair remained below historical levels, which limited the level of same-store sales growth that could be achieved. Management believes a return toward target levels over time is supported by the continued normalization of key industry drivers, including rising used vehicle values, increasing vehicle complexity and inflation on wages and cost of parts. The first nine months of 2026 recognized the same number of selling and production days when compared to the same period of the prior year. |
| • | Sales were affected by the closure of under-performing facilities which decreased sales by $1.2 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. |
| 4 | As defined in the non-GAAP financial measures and ratios section of the MD&A |
14
Gross Profit
Gross Profit was $1,417.1 million or 46.9% of sales for the nine months ended September 30, 2026, compared to $1,090.7 million or 46.4% of sales for the same period of 2025. Gross profit increased $326.4 million primarily as a result of incremental sales attributable to location growth and increased same-store sales. Gross profit was also positively impacted by Project 360 savings and synergies associated with the acquisition of Joe Hudson’s. Gross margin benefitted from increased paint margins from Joe Hudson’s synergy realization and Project 360, as well as increased sublet margins, partially offset by lower labor margins. The gross margin percentage is also impacted by the lower gross margin percentage in the Joe Hudson’s business. 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, 2026 increased $208.7 million to $1,026.7 million from $818.0 million for the same period of 2025. The increase in operating expenses was primarily the result of location growth related to the addition of Joe Hudson’s stores. Closed locations lowered operating expenses by $2.1 million.
Operating expenses as a percentage of sales were 34.0% for the nine months ended September 30, 2026, which compared to 34.8% for the same period of 2025. Operating expenses as a percentage of sales was positively impacted by Project 360, the transformational cost initiative launched during the fourth quarter of 2024, and Joe Hudson’s synergy realization. During the nine months ended September 30, 2026, Boyd continued to realize cost savings from the implementation of the indirect staffing model. The decrease as a percentage of sales was also supported by the mitigating effect of same-store sales growth which partially offset typical cost increases. A lower operating expense ratio in new stores, driven by the Joe Hudson’s acquisition, positively contributed to results.
Acquisition and Transformational Cost Initiatives
Acquisition and Transformational Cost Initiatives for the nine months ended September 30, 2026 were $38.2 million compared to $17.2 million recorded for the same period of 2025. Acquisition costs relate to various acquisitions, including acquisitions from prior periods, as well as other completed or potential acquisitions. The acquisition costs for this year of $15.4 million (2025 - $4.4 million) include $12.3 million (2025 - $nil) related to the Joe Hudson’s acquisition. The expenses related to the transformational cost initiatives of $22.8 million (2025 - $12.8 million) include costs associated with Project 360 as well as costs incurred to realize synergies on the Joe Hudson’s acquisition.
Adjusted EBITDA
Earnings before interest, income taxes, depreciation and amortization, as well as fair value adjustments and acquisition and transformational cost initiatives (“Adjusted EBITDA”)5 for the nine months ended September 30, 2026 totaled $390.4 million or 12.9% of sales compared to Adjusted EBITDA of $272.7 million or 11.6% of sales in the same period of the prior year. The $117.7 million increase in Adjusted EBITDA is primarily the result of new stores added through the acquisition of Joe Hudson’s, as well as improvements in gross margin, and the impact of Project 360 and synergies on the Joe Hudson’s acquisition that resulted in significant cost savings.
Adjusted EBITDA as a percentage of sales benefitted from increased gross margin and decreased operating expenses as a percentage of sales as a result of Project 360 and Joe Hudson’s synergy realization of approximately $50 million in the period.
Depreciation and Amortization
Depreciation related to property, plant and equipment totaled $84.0 million or 2.8% of sales for the nine months ended September 30, 2026, an increase of $19.3 million when compared to the $64.7 million or 2.8% of sales recorded in the same period of the prior year. The increase in depreciation expense was primarily due to location growth mainly driven by the Joe Hudson’s acquisition.
| 5 | As defined in the non-GAAP financial measures and ratios section of the MD&A. |
15
Depreciation related to right of use assets totaled $128.7 million, or 4.3% of sales for the nine months ended September 30, 2026, as compared to $95.4 million or 4.1% of sales for the same period of the prior year. The increase in depreciation expense was primarily due to growth in locations, driven mostly by the acquisition of Joe Hudson’s.
Amortization of intangible assets for the nine months ended September 30, 2026 totaled $48.8 million or 1.6% of sales, compared to the $20.6 million or 0.9% of sales expensed for the same period of the prior year. The increase in amortization is primarily the result of the addition of intangibles related to the Joe Hudson’s acquisition.
Finance Costs
Finance Costs of $93.2 million or 3.1% of sales for the nine months ended September 30, 2026 increased from $54.6 million or 2.3% of sales for the same period of the prior year. The increase in finance costs was due primarily to interest incurred on the senior unsecured notes and increased interest on lease liabilities both as a result of the Joe Hudson’s transaction.
Income Taxes
Current and Deferred Income Tax Expense of $2.5 million for the nine months ended September 30, 2026 compared to $6.6 million for the same period of the prior year. Income tax expense is impacted by non-deductible transaction costs related to the Joe Hudson’s acquisition, other permanent non-deductible expenses including executive compensation and meals and entertainment costs.
Net (Loss) Earnings and (Loss) Earnings Per Share
Net loss for the nine months ended September 30, 2026 was $6.6 million or (0.2)% of sales compared to net earnings of $13.6 million or 0.6% of sales in the same period of the prior year. The net loss amount in 2026 was impacted by acquisition and transformational cost initiatives of $29.4 million (net of tax), compared to $12.7 million (net of tax) for the same period of the prior year. Adjusted net earnings6 for the nine months ended September 30, 2026 was $57.5 million, or 1.9% of sales. This compares to Adjusted net earnings of $39.7 million or 1.7% of sales in the same period of 2025. Adjusted net earnings for the period benefited from higher Adjusted EBITDA. Net loss and Adjusted net earnings were negatively impacted by increased depreciation expense and increased finance costs, additionally net loss was impacted by increased amortization of intangible assets. The increase in depreciation and amortization expenses were primarily driven by location growth including Joe Hudson’s. The increase in finance costs was primarily driven by the acquisition of Joe Hudson’s, which increased interest expense related to the senior unsecured notes as well as lease liabilities.
Basic and Diluted (Loss) Earnings Per Share was $(0.24) per share for the nine months ended September 30, 2026 compared to $0.63 for the same period of 2025. Adjusted net earnings per share was $2.06 compared to $1.85 for the same period of 2025.
| 6 | As defined in the non-GAAP financial measures and ratios section of the MD&A. |
16
| Summary of Quarterly Results (in thousands of U.S. dollars, except per share amounts) |
2026 Q3 | 2026 Q2 | 2026 Q1 | 2025 Q4 | 2025 Q3 | 2025 Q2 | 2025 Q1 | 2024 Q4 | ||||||||||||||||||||||||
| Sales |
$ | 1,012,719 | $ | 1,013,652 | $ | 996,676 | $ | 793,854 | $ | 790,210 | $ | 780,407 | $ | 778,323 | $ | 752,339 | ||||||||||||||||
| Adjusted EBITDA (1) |
$ | 132,117 | $ | 135,932 | $ | 122,385 | $ | 103,609 | $ | 98,366 | $ | 93,786 | $ | 80,545 | $ | 83,408 | ||||||||||||||||
| Net earnings (loss) |
$ | 81 | $ | 1,291 | $ | (7,926) | $ | 4,790 | $ | 10,845 | $ | 5,422 | $ | (2,637) | $ | 2,442 | ||||||||||||||||
| Basic and diluted earnings (loss) per share |
$ | — | $ | 0.05 | $ | (0.28) | $ | 0.19 | $ | 0.51 | $ | 0.25 | $ | (0.12) | $ | 0.11 | ||||||||||||||||
| Adjusted net earnings (1)(2) |
$ | 18,989 | $ | 22,403 | $ | 16,059 | $ | 22,773 | $ | 17,846 | $ | 15,267 | $ | 6,574 | $ | 10,822 | ||||||||||||||||
| Adjusted net earnings per share (1)(2) |
$ | 0.68 | $ | 0.80 | $ | 0.58 | $ | 0.90 | $ | 0.83 | $ | 0.71 | $ | 0.31 | $ | 0.50 | ||||||||||||||||
| (1) | As defined in the non-GAAP financial measures and ratios section of the MD&A. |
| (2) | Comparative figures have been restated to conform with current period presentation |
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, 2026, BGSI had cash totaling $28.1 million (December 31, 2025 - $1,228.6 million). The net working capital ratio (current assets divided by current liabilities) was 0.59:1 at September 30, 2026 (December 31, 2025 – 3.14:1).
At September 30, 2026, BGSI had total debt outstanding, net of cash, of $2,004.8 million compared to $488.1 million at December 31, 2025. Debt, net of cash before lease liabilities increased by $1,246.4 million from a cash, net of debt before lease liabilities balance of $290.7 million at December 31, 2025 to debt, net of cash before lease liabilities balance of $955.7 million at September 30, 2026. The cash, net of debt balance at December 31, 2025 included net proceeds from debt offering of C$525 million senior unsecured notes and initial public equity offering of $897 million in the United States that were used to fund the acquisition of Joe Hudson’s Collision Center on January 9, 2026.
| Total debt, net of cash | ||||||||||||||||||||
| (thousands of U.S. dollars) |
September 30, 2026 |
June 30, 2026 |
March 31, 2026 |
December 31, 2025 |
September 30, 2025 |
|||||||||||||||
| Revolving credit facility & swing line (net of financing costs) |
$ | 297,525 | $ | 285,253 | $ | 297,875 | $ | 224,491 | $ | 253,764 | ||||||||||
| Term Loan A (net of financing costs) |
124,977 | 124,963 | 124,948 | 124,933 | 124,920 | |||||||||||||||
| Senior unsecured notes |
558,336 | 557,205 | 567,789 | 577,143 | 196,512 | |||||||||||||||
| Seller notes (1) |
3,048 | 8,606 | 9,853 | 11,359 | 10,174 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total debt before lease liabilities |
$ | 983,886 | $ | 976,027 | $ | 1,000,465 | $ | 937,926 | $ | 585,370 | ||||||||||
| Cash |
28,148 | 22,969 | 54,479 | 1,228,614 | 64,320 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total debt, net of cash (cash, net of debt) before lease liabilities |
$ | 955,738 | $ | 953,058 | $ | 945,986 | $ | (290,688) | $ | 521,050 | ||||||||||
| Lease liabilities |
1,049,065 | 1,050,885 | 1,058,782 | 778,807 | 760,888 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total debt, net of cash |
$ | 2,004,803 | $ | 2,003,943 | $ | 2,004,768 | $ | 488,119 | $ | 1,281,938 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| (1) | Seller notes are loans granted to the Company by the sellers of businesses related to the acquisition of those businesses. |
17
Operating Activities
Cash flow generated from operations, before considering working capital changes, was $124.3 million for the three months ended September 30, 2026 compared to $102.8 million in the same period of 2025.
In the third quarter of 2026, changes in working capital items provided net cash of $0.2 million compared with using net cash of $0.2 million in the same period of 2025. 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 $355.3 million for the nine months ended September 30, 2026 compared to $254.6 million in the same period of 2025.
For the nine months ended September 30, 2026, changes in working capital items provided net cash of $6.6 million compared with providing net cash of $18.6 million in the same period of 2025. Changes in accounts receivable, inventory, prepaid expenses, income taxes, accounts payable and accrued liabilities are significantly influenced by timing of collections and expenditures.
Financing Activities
Cash used in financing activities totaled $75.4 million for the three months ended September 30, 2026 compared to cash provided by financing activities of $7.6 million during the same period of the prior year. During the third quarter of 2026, cash was provided by draws of the revolving credit facility in the amount of $91.0 million, offset by cash used to repay draws and debt associated with seller notes in the amount of $84.3 million and to fund interest costs on long-term debt of $3.1 million and interest on senior unsecured notes of $11.6 million. Cash used by financing activities also included $8.9 million to repurchase shares under the NCIB, $37.7 million in repayments of lease liabilities, $17.6 million to fund interest costs on lease liabilities and to pay dividends of $3.1 million. During the third quarter of 2025, cash was provided by draws of the revolving credit facility, primarily to fund acquisition and new location growth activity, 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 and debt associated with seller notes in the amount of $259.3 million and cash used to fund interest costs on long-term debt of $7.7 million. Cash used by financing activities included $29.3 million used to repay lease liabilities and cash used to fund interest costs on lease liabilities of $11.2 million. Cash was also used to pay dividends totaling $2.4 million and financing costs associated with senior unsecured notes of $5.0 million.
Cash used in financing activities totaled $159.3 million for the nine months ended September 30, 2026 compared to cash used in financing activities of $77.7 million for the same period of 2025. During the nine months ended September 30, 2026, cash was provided by draws of the revolving credit facility in the amount of $372.6 million, offset by cash used to repay draws and debt associated with seller notes in the amount of $306.6 million and to fund interest costs on long-term debt of $16.5 million and interest on senior unsecured notes of $27.8 million. Cash used by financing activities included $8.9 million to repurchase shares under the NCIB, $113.3 million in repayments of lease liabilities and cash used to fund interest costs on lease liabilities of $50.1 million. Cash used to pay dividends were $9.4 million and cash provided by the interest received from the proceeds of debt and equity offerings amounting to $0.7 million. 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 used to repay lease liabilities and cash used to fund interest costs on lease liabilities of $33.2 million. Cash was also used to pay dividends amounting to $7.0 million and financing costs associated with senior unsecured notes of $5.0 million.
Debt Financing
The Company maintains a credit agreement which consists of revolving credit and swing line facilities aggregating $675.0 million with an accordion feature which can increase the facilities to a maximum of $1,075.0 million (the “Facilities”). During 2025, the Company amended its credit agreement to increase the capacity of the Facilities and extend the maturity to August 2030. The Facilities are accompanied by a fixed-rate Term Loan A maturing in March 2027, in the amount of $125.0 million at an interest rate of 3.455%.
18
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 BGSI’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, 2026, the Company has drawn $256.0 million (December 31, 2025 - $226.0 million U.S.) and the Canadian borrower had drawn $42.8 million (December 31, 2025 - $nil) on the Facilities, $125.0 million (December 31, 2025 - $125.0 million) on the Term Loan A, and $nil (December 31, 2025 - $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 permitted transaction-related costs, pro-forma annualized acquisition results and anticipated synergies.
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 two 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, 2026, no seller notes agreements were entered into (year ended December 31, 2025 - five seller notes for an aggregate amount of $7.5 million).
Senior Unsecured Notes
The Company has two outstanding senior unsecured notes. On September 4, 2025, the Company issued C$275.0 million in notes due 2033 (the “2033 Notes”) at an annual interest rate of 5.75%. On November 6, 2025, the Company issued C$525.0 million in notes due 2030 (the “2030 Notes”) at an annual interest rate of 5.5%. For both issuances, interest is payable semi-annually in arrears.
Through the use of cross-currency swaps, the Company has effectively converted the 2033 Notes into a fixed U.S. dollar obligation with an effective interest rate of 6.9% and the 2030 Notes into a fixed U.S. dollar obligation with an effective interest rate of 6.4%.
The 2033 Notes and the 2030 Notes contain redemption options, which were recognized as an embedded derivative asset, and valued at fair value through profit and loss. A fair market value loss was recognized in the statement of earnings during the nine months ended September 30, 2026 amounting to $1.0 million (year ended December 31, 2025 - $1.3 million) related to the redemption options.
Shareholders’ Capital
During the first quarter of 2021, the Company instituted a stock option plan for senior management, which was approved by shareholders on May 12, 2021. The Company’s stock option plan allows for the granting of options up to an amount of 250,000 Common shares under this plan. Each tranche of the options vests equally over two, three, four and five year periods. The term of an option shall be determined and approved by the People, Culture and Compensation Committee; provided that the term shall be no longer than ten years from the grant date.
19
The information on the outstanding options is as follows:
| Three months ended September 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Number | Weighted average exercise price (C$) |
Number | Weighted average exercise price (C$) |
|||||||||||||
| Balance at the beginning of period |
119,575 | $ | 210.82 | 88,596 | $ | 217.71 | ||||||||||
| Granted during the period |
2,201 | 121.27 | — | — | ||||||||||||
| Forfeited during the period |
(1,857) | 206.90 | (1,800) | 227.16 | ||||||||||||
| Expired during the period |
(243) | 209.87 | (197) | 216.47 | ||||||||||||
| Exercised during the period |
— | — | (214) | 172.95 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance at the end of period |
119,676 | $ | 209.23 | 86,385 | $ | 217.63 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Exercisable at the end of the period |
33,528 | $ | 208.08 | 18,842 | $ | 198.40 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Nine months ended September 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Number | Weighted average exercise price (C$) |
Number | Weighted average exercise price (C$) |
|||||||||||||
| Balance at the beginning of period |
85,587 | $ | 217.61 | 67,762 | $ | 219.84 | ||||||||||
| Granted during the period |
37,586 | 190.00 | 29,380 | 211.27 | ||||||||||||
| Forfeited during the period |
(3,156) | 208.09 | (9,480) | 217.24 | ||||||||||||
| Expired during the period |
(243) | 209.87 | (197) | 216.47 | ||||||||||||
| Exercised during the period |
(98) | 187.49 | (1,080) | 187.17 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance at the end of period |
119,676 | $ | 209.23 | 86,385 | $ | 217.63 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Exercisable at the end of the period |
33,528 | $ | 208.08 | 18,842 | $ | 198.40 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
The weighted average grant date fair value of stock options granted during the nine months ended September 30, 2026 was $58.32 per option (2025 - $69.51). The fair value of each option granted was determined using a Black-Scholes option pricing model. The option valuation was based on the following weighted assumptions:
| 2026 | 2025 | |||||||
| Risk-free interest rate |
2.86% | 2.84% | ||||||
| Expected life (years) |
5.5 | 5.5 | ||||||
| Expected stock price volatility |
28.11% | 30.73% | ||||||
| Expected dividend yield |
0.282% | 0.259% | ||||||
Investing Activities
Cash used in investing activities totaled $45.2 million and $1,408.5 million for the three months ended September 30, 2026 and for the nine months ended September 30, 2026, respectively. This compares to cash used in investing activities of $60.1 million and $151.5 million used in the same period of the prior year. The increase in cash used for the nine months ended
20
September 30, 2026 was primarily driven by the acquisition of Joe Hudson’s on January 9, 2026. During the nine months ended September 30, 2026, the Company completed sale leaseback transactions for proceeds of $36.9 million. This compares to proceeds of $33.2 million for the nine months ended September 30, 2025. The remainder of the investing activity in both periods related primarily to the development of businesses which consisted of property, plant and equipment additions.
Acquisitions and Development of Businesses
On January 9, 2026, the Company completed the acquisition of Joe Hudson’s Collision Center. Joe Hudson’s is a leading multi-site collision repair operator in the United States, adding 258 locations across the U.S. Southeast region.
In addition to the Joe Hudson’s acquisition, 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, 2026 to March 31, 2026 |
3 | 8 | 11 | |||||||||
| April 1, 2026 to June 30, 2026 |
4 | 6 | 10 | |||||||||
| July 1, 2026 to September 30, 2026 |
10 | 0 | 10 | |||||||||
| October 1, 2026 to November 10, 2026 |
7 | 0 | 7 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
24 | 14 | 38 | |||||||||
|
|
|
|
|
|
|
|||||||
In addition to Boyd’s established single shop pipeline, Boyd will continue to be a strategic buyer of complementary scaled MSO acquisitions at the right economics. The Company is seeing a continuation of the 2025 trend, with an increasing number of small regional MSOs entering the market as attractive acquisition targets.
The Company added 30 locations through acquisition and 19 start-up locations, for a total of 49 new locations from the beginning of 2025 until the prior year third quarter reporting date of November 11, 2025. In the last twelve months, the company added 36 locations through acquisition and 24 start-up locations, for a total of 60 new locations, not including the Joe Hudson’s acquisition.
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.
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.
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
21
acquisition opportunities are not ideal. While the pipeline continues to grow, the Company currently has the 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, 2026 to December 31, 2026 |
11 | |||
| January 1, 2027 to March 31, 2027 |
7 | |||
| April 1, 2027 to June 30, 2027 |
7 | |||
| July 1, 2027 to September 30, 2027 |
9 | |||
|
|
|
|||
| Total |
34 | |||
|
|
|
|||
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 $14.9 million or 1.8% of sales, excluding sales achieved by Joe Hudson’s locations, on capital expenditures during the third quarter of 2026. The Company spent $16.2 million or 2.0% of sales on capital expenditures excluding expenditures related to network technology upgrades and acquisition and development during the same period of 2025. Excluding expenditures related to network technology upgrades and acquisition and development, the Company spent approximately $37.8 million or 1.5% of sales, excluding sales achieved by Joe Hudson’s locations, on capital expenditures during the nine months ended September 30, 2026. The Company spent $38.7 million or 1.6% of sales on capital expenditures excluding expenditures related to acquisition and development during the same period of 2025.
During 2026, 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 invested in network technology upgrades to further strengthen our technology and security infrastructure and prepare for advanced technology needs in the future. The company finalized the network technology upgrades in the first quarter of 2026, with capital expenditures totaling $2.8 million. This investment fell within the projected 2026 budget of $2 million to $4 million.
In connection with the integration of Joe Hudson’s, the Company expects to incur capital expenditures of approximately $30 million with the majority of these costs being incurred during 2026. These investments are primarily directed toward facility modernization and brand conversion to align the acquired locations with the Company’s operational and quality standards. As of September 30, 2026, the Company has deployed $12.9 million toward these initiatives.
22
LEGAL PROCEEDINGS
Neither BGSI, nor any of its subsidiaries are involved in any legal proceedings which are material in any respect.
RELATED PARTY TRANSACTIONS
Boyd has not entered into any new related party transactions beyond the items disclosed in the 2025 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 2025 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. BGSI is subject to reporting and other obligations under applicable Canadian securities laws, including National Instrument 52-109 and the rules of the TSX, and applicable securities laws of the United States, including the Sarbanes-Oxley Act, and the rules of the NYSE as applicable to BGSI as a foreign private issuer. As part of the ongoing maturation of the Company’s governance and compliance infrastructure, BGSI has continued to strengthen its overall control environment through targeted enhancements to the design and operating effectiveness of its internal control over financial reporting program. These enhancements did not constitute a material change to BGSI’s internal control over financial reporting. During the third quarter of 2026, there have been no changes that have materially affected, or are reasonably likely to materially affect, BGSI’s internal control over financial reporting.
The Company’s assessment and conclusion on the effectiveness of internal controls over financial reporting excludes the controls, policies and procedures of Joe Hudson’s Collision Center, the control of which was acquired on January 9, 2026. The scope limitation is in accordance with section 3.3(1)(b) of National Instrument 52-109, which allows an issuer to limit the design of disclosure controls and procedures and internal control over financial reporting to exclude controls, policies, and procedures of a business that the issuer acquired not more than 365 days before the end of the financial period in question. Joe Hudson’s aggregated sales and net earnings for the nine months ended September 30, 2026, was $512.8 million, and $15.9 million respectively, and constituted approximately 38.3% of total assets as at September 30, 2026.
BUSINESS RISKS AND UNCERTAINTIES
Risks and uncertainties affecting the business remain substantially unchanged from those identified in the 2025 annual MD&A, except as noted below.
Market Environment Change
The collision repair industry has recently experienced declines in claim volumes and muted growth in Total Cost of Repair (“TCOR”). Claim volumes steadily improved throughout 2025 and into the early part of 2026. Key drivers that supported this recovery include insurance premium inflation falling below overall consumer price index levels and insurance rate reductions across several carriers. While claim volumes have stabilized, TCOR has remained below expected levels, despite positive
23
indicators such as increasing new and used vehicle prices. Increased new and used vehicle prices lower total losses and therefore result in an increase in TCOR. TCOR is also positively impacted by wage inflation and inflation on the cost of parts. The overall age of vehicles in the market continues to be impacted by the disruption to purchasing patterns that occurred during the COVID pandemic, with a higher mix of older vehicles being repaired, which is a current headwind in terms of the growth in TCOR. There can be no assurance as to the timing or magnitude that TCOR will increase, which could negatively impact Boyd’s revenues and result in a material adverse effect on the Company’s business and financial condition.
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).
24
BOYD GROUP SERVICES INC.
Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026
25
BOYD GROUP SERVICES INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited)
(thousands of U.S. dollars)
| September 30, 2026 |
December 31, 2025 |
|||||||||||
| Note | ||||||||||||
| Assets |
||||||||||||
| Current assets: |
||||||||||||
| Cash |
$ | 28,148 | $ | 1,228,614 | ||||||||
| Accounts receivable |
185,256 | 137,474 | ||||||||||
| Income taxes recoverable |
5,007 | 10,196 | ||||||||||
| Inventory |
5 | 81,118 | 68,284 | |||||||||
| Prepaid expenses |
57,708 | 53,789 | ||||||||||
|
|
|
|
|
|||||||||
| 357,237 | 1,498,357 | |||||||||||
| Property, plant and equipment |
6 | 716,071 | 581,146 | |||||||||
| Right of use assets |
7 | 943,096 | 689,247 | |||||||||
| Derivative financial instruments |
14 | 3,207 | 7,153 | |||||||||
| Deferred income tax asset |
10,213 | 12,625 | ||||||||||
| Intangible assets |
8 | 1,019,682 | 356,347 | |||||||||
| Goodwill |
9 | 1,235,246 | 702,460 | |||||||||
| Other long-term assets |
14,045 | 12,616 | ||||||||||
|
|
|
|
|
|||||||||
| $ | 4,298,797 | $ | 3,859,951 | |||||||||
|
|
|
|
|
|||||||||
| Liabilities and Equity |
||||||||||||
| Current liabilities: |
||||||||||||
| Accounts payable and accrued liabilities |
$ | 435,095 | $ | 339,276 | ||||||||
| Dividends payable |
10 | 3,048 | 3,168 | |||||||||
| Current portion of long-term debt |
11 | 2,143 | 8,752 | |||||||||
| Current portion of lease liabilities |
13 | 160,729 | 125,483 | |||||||||
|
|
|
|
|
|||||||||
| 601,015 | 476,679 | |||||||||||
| Long-term debt |
11 | 423,407 | 352,031 | |||||||||
| Senior unsecured notes |
12 | 558,336 | 577,143 | |||||||||
| Derivative financial instruments |
14 | 2,204 | 4,667 | |||||||||
| Lease liabilities |
13 | 888,336 | 653,324 | |||||||||
| Deferred income tax liability |
105,526 | 73,197 | ||||||||||
| Unearned rebates |
2,888 | 3,349 | ||||||||||
|
|
|
|
|
|||||||||
| 2,581,712 | 2,140,390 | |||||||||||
|
|
|
|
|
|||||||||
| Equity |
||||||||||||
| Accumulated other comprehensive earnings |
72,775 | 51,871 | ||||||||||
| Retained earnings |
167,745 | 188,780 | ||||||||||
| Shareholders’ capital |
1,461,506 | 1,468,962 | ||||||||||
| Contributed surplus |
15,059 | 9,948 | ||||||||||
|
|
|
|
|
|||||||||
| 1,717,085 | 1,719,561 | |||||||||||
|
|
|
|
|
|||||||||
| $ | 4,298,797 | $ | 3,859,951 | |||||||||
|
|
|
|
|
|||||||||
| The accompanying notes are an integral part of these interim condensed consolidated financial statements |
| |||||||||||
| Approved by the Board: | ||||||||||||
| BRIAN KANER | DAVID BROWN | |||||||||||
| Director | Director | |||||||||||
26
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 |
Cost of Hedging Reserve |
Cumulative Translation Adjustment |
Retained Earnings |
Total Equity |
|||||||||||||||||||||||||||||
| Note | ||||||||||||||||||||||||||||||||||||
| Balances - January 1, 2025 |
21,472,725 | $ | 600,047 | $ | 5,467 | $ | — | $ | — | $ | 44,792 | $ | 180,557 | $ | 830,863 | |||||||||||||||||||||
| Other comprehensive earnings (loss) |
(24,251) | 2,428 | 28,902 | 7,079 | ||||||||||||||||||||||||||||||||
| Net earnings |
18,420 | 18,420 | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Comprehensive earnings (loss) |
(24,251) | 2,428 | 28,902 | 18,420 | 25,499 | |||||||||||||||||||||||||||||||
| Shares issued through public offering |
6,361,800 | 897,014 | 897,014 | |||||||||||||||||||||||||||||||||
| Issue costs (net of tax of $10,264) |
(27,937) | (27,937) | ||||||||||||||||||||||||||||||||||
| Shares issued through exercise of stock options |
1,080 | 142 | 142 | |||||||||||||||||||||||||||||||||
| Cancellation of shares |
(5,784) | (162) | 162 | — | ||||||||||||||||||||||||||||||||
| Equity-settled share-based payment plan |
3,261 | 3,261 | ||||||||||||||||||||||||||||||||||
| Stock option accretion |
916 | 916 | ||||||||||||||||||||||||||||||||||
| Dividends to shareholders |
10 | (10,197) | (10,197) | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Balances - December 31, 2025 |
27,829,821 | $ | 1,468,962 | $ | 9,948 | $ | (24,251) | $ | 2,428 | $ | 73,694 | $ | 188,780 | $ | 1,719,561 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Other comprehensive earnings (loss) |
7,234 | 10,146 | (13,147) | 4,233 | ||||||||||||||||||||||||||||||||
| Net loss |
(6,554) | (6,554) | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Comprehensive earnings (loss) |
7,234 | 10,146 | (13,147) | (6,554) | (2,321) | |||||||||||||||||||||||||||||||
| Basis adjustment to goodwill |
4 | 16,671 | 16,671 | |||||||||||||||||||||||||||||||||
| Shares issued through exercise of stock options |
18 | 98 | 17 | (3) | 14 | |||||||||||||||||||||||||||||||
| Shares issued through share-based payment plan |
6,516 | 981 | (982) | (1) | ||||||||||||||||||||||||||||||||
| Stock option accretion |
835 | 835 | ||||||||||||||||||||||||||||||||||
| Shares repurchased for cancellation |
10 | (167,022) | (8,454) | (5,126) | (13,580) | |||||||||||||||||||||||||||||||
| Equity-settled share-based payment plan |
5,261 | 5,261 | ||||||||||||||||||||||||||||||||||
| Dividends to shareholders |
10 | (9,355) | (9,355) | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Balances - September 30, 2026 |
27,669,413 | $ | 1,461,506 | $ | 15,059 | $ | (346) | $ | 12,574 | $ | 60,547 | $ | 167,745 | $ | 1,717,085 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Balances - January 1, 2025 |
21,472,725 | $ | 600,047 | $ | 5,467 | $ | — | $ | — | $ | 44,792 | $ | 180,557 | $ | 830,863 | |||||||||||||||||||||
| Other comprehensive earnings |
1,073 | 6,894 | 7,967 | |||||||||||||||||||||||||||||||||
| Net earnings |
13,630 | 13,630 | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Comprehensive earnings |
1,073 | — | 6,894 | 13,630 | 21,597 | |||||||||||||||||||||||||||||||
| Shares issued through exercise of stock options |
18 | 1,080 | 142 | 142 | ||||||||||||||||||||||||||||||||
| Cancellation of shares |
(5,784) | (162) | 162 | — | ||||||||||||||||||||||||||||||||
| Stock option accretion |
665 | 665 | ||||||||||||||||||||||||||||||||||
| Equity-settled share-based payment plan |
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 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| The accompanying notes are an integral part of these interim condensed consolidated financial statements |
| |||||||||||||||||||||||||||||||||||
27
BOYD GROUP SERVICES INC.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) (Unaudited)
(thousands of U.S. dollars, except share and per share amounts)
| Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||
| Note | ||||||||||||||||||||
| Sales |
16 | $ | 1,012,719 | $ | 790,210 | $ | 3,023,047 | $ | 2,348,940 | |||||||||||
| Cost of sales |
539,342 | 424,262 | 1,605,955 | 1,258,260 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Gross profit |
473,377 | 365,948 | 1,417,092 | 1,090,680 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Operating expenses |
341,260 | 267,582 | 1,026,658 | 817,983 | ||||||||||||||||
| Acquisition and transformational cost initiatives |
4 | 6,958 | 3,428 | 38,222 | 17,201 | |||||||||||||||
| Depreciation of property, plant and equipment |
6 | 29,197 | 22,319 | 83,989 | 64,713 | |||||||||||||||
| Depreciation of right of use assets |
7 | 42,964 | 31,998 | 128,676 | 95,412 | |||||||||||||||
| Amortization of intangible assets |
8 | 16,332 | 7,056 | 48,789 | 20,604 | |||||||||||||||
| Fair value adjustments |
14 | 3,107 | (88) | 1,642 | (87) | |||||||||||||||
| Finance costs |
32,331 | 18,751 | 93,166 | 54,606 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| 472,149 | 351,046 | 1,421,142 | 1,070,432 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Earnings (loss) before income taxes |
1,228 | 14,902 | (4,050) | 20,248 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Income tax expense (recovery) |
||||||||||||||||||||
| Current |
549 | (6,658) | 4,750 | 3,976 | ||||||||||||||||
| Deferred |
598 | 10,715 | (2,246) | 2,642 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| 1,147 | 4,057 | 2,504 | 6,618 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net earnings (loss) |
$ | 81 | $ | 10,845 | $ | (6,554) | $ | 13,630 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Basic earnings (loss) per share |
17 | $ | — | $ | 0.51 | $ | (0.24 | ) | $ | 0.63 | ||||||||||
| Diluted earnings (loss) per share |
17 | $ | — | $ | 0.50 | $ | (0.24 | ) | $ | 0.63 | ||||||||||
| The accompanying notes are an integral part of these interim condensed consolidated financial statements |
| |||||||||||||||||||
| Basic weighted average number of shares outstanding |
17 | 27,835,225 | 21,467,917 | 27,833,856 | 21,467,770 | |||||||||||||||
| Diluted weighted average number of shares outstanding |
17 | 27,859,294 | 21,504,898 | 27,833,856 | 21,504,848 | |||||||||||||||
| BOYD GROUP SERVICES INC. INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS) (Unaudited) |
| |||||||||||||||||||
| (thousands of U.S. dollars) | ||||||||||||||||||||
| Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||
| Net earnings (loss) |
$ | 81 | $ | 10,845 | $ | (6,554) | $ | 13,630 | ||||||||||||
| Other comprehensive earnings |
||||||||||||||||||||
| Items that may be reclassified subsequently to Interim Condensed Consolidated Statements of Earnings (Loss) |
|
|||||||||||||||||||
| Change in unrealized earnings (loss) on foreign currency translation (net of tax of $nil) |
260 | (1,558) | (13,147) | 6,894 | ||||||||||||||||
| Fair value changes on cash flow hedge |
14 | (346) | 1,073 | 7,234 | 1,073 | |||||||||||||||
| Fair value changes on cost of hedging reserve |
14 | 1,686 | — | 10,146 | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Other comprehensive earnings (loss) |
1,600 | (485) | 4,233 | 7,967 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Comprehensive earnings (loss) |
$ | 1,681 | $ | 10,360 | $ | (2,321) | $ | 21,597 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| The accompanying notes are an integral part of these interim condensed consolidated financial statements |
| |||||||||||||||||||
28
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, |
|||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||
| Note | ||||||||||||||||||||
| Cash flows from operating activities |
||||||||||||||||||||
| Net earnings (loss) |
$ | 81 | $ | 10,845 | $ | (6,554) | $ | 13,630 | ||||||||||||
| Adjustments for |
||||||||||||||||||||
| Fair value adjustments |
3,107 | (88) | 1,642 | (87) | ||||||||||||||||
| Deferred income taxes |
598 | 10,715 | (2,246) | 2,642 | ||||||||||||||||
| Finance costs |
32,331 | 18,751 | 93,166 | 54,606 | ||||||||||||||||
| Amortization of intangible assets |
8 | 16,332 | 7,056 | 48,789 | 20,604 | |||||||||||||||
| Depreciation of property, plant and equipment |
6 | 29,197 | 22,319 | 83,989 | 64,713 | |||||||||||||||
| Depreciation of right of use assets |
7 | 42,964 | 31,998 | 128,676 | 95,412 | |||||||||||||||
| Equity settled share-based payment |
1,405 | 954 | 6,096 | 2,831 | ||||||||||||||||
| Other |
(1,696) | 203 | 1,727 | 204 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| 124,319 | 102,753 | 355,285 | 254,555 | |||||||||||||||||
| Changes in non-cash working capital items |
19 | (226) | (240) | (6,601) | 18,551 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| 124,093 | 102,513 | 348,684 | 273,106 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Cash flows (used in) from financing activities |
||||||||||||||||||||
| Repurchase and cancellation of shares under NCIB |
10 | (8,918) | — | (8,918) | — | |||||||||||||||
| Increase in obligations under long-term debt |
11 | 90,994 | 123,707 | 372,556 | 302,084 | |||||||||||||||
| Proceeds on issuance of senior unsecured notes |
12 | — | 198,797 | — | 198,797 | |||||||||||||||
| Repayment of long-term debt, principal |
11 | (84,298) | (259,326) | (306,643) | (424,594) | |||||||||||||||
| Repayment of obligations under property leases, principal |
13 | (36,030) | (27,892) | (108,667) | (82,784) | |||||||||||||||
| Repayment of obligations under vehicle and equipment |
13 | (1,704) | (1,415) | (4,605) | (4,230) | |||||||||||||||
| Interest on long-term debt |
11 | (3,141) | (7,681) | (16,470) | (21,783) | |||||||||||||||
| Interest on senior unsecured notes |
12 | (11,576) | — | (27,795) | — | |||||||||||||||
| Interest on property leases |
13 | (17,337) | (10,986) | (49,209) | (32,541) | |||||||||||||||
| Interest on vehicle and equipment leases |
13 | (310) | (201) | (841) | (663) | |||||||||||||||
| Interest received on proceeds of senior unsecured notes and equity offering |
— | — | 686 | — | ||||||||||||||||
| Dividends paid |
(3,078) | (2,399) | (9,386) | (7,018) | ||||||||||||||||
| Payment of financing costs |
— | (5,016) | — | (5,016) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| (75,398) | 7,588 | (159,292) | (77,748) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Cash flows used in investing activities |
||||||||||||||||||||
| Proceeds on sale of equipment and software |
6 | 349 | 182 | 769 | 830 | |||||||||||||||
| Proceeds on sale / leaseback agreements |
6 | 19,738 | 24,024 | 36,895 | 33,181 | |||||||||||||||
| Equipment purchases and facility improvements |
(14,715) | (15,117) | (39,517) | (40,882) | ||||||||||||||||
| Acquisition and development of businesses (net of cash acquired) |
4 | (50,267) | (65,449) | (1,405,052) | (137,599) | |||||||||||||||
| Software purchases and licensing |
8 | (203) | (3,720) | (1,139) | (6,852) | |||||||||||||||
| Increase in other long-term assets |
(61) | (67) | (437) | (147) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| (45,159) | (60,147) | (1,408,481) | (151,469) | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Effect of foreign exchange rate changes on cash |
1,643 | (319) | (8,039) | 434 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net increase (decrease) in cash position |
5,179 | 49,635 | (1,227,128) | 44,323 | ||||||||||||||||
| Cash, beginning of period prior to restatement for IFRS 9 amendments |
22,969 | 14,685 | 1,228,614 | 19,997 | ||||||||||||||||
| Adjustment on adoption of IFRS 9 amendments as at January 1, 2026 |
3 | — | — | 26,662 | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Cash beginning of period |
22,969 | 14,685 | 1,255,276 | 19,997 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Cash, end of period |
$ | 28,148 | $ | 64,320 | $ | 28,148 | $ | 64,320 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Income taxes (recovered) paid |
$ | (3,498) | $ | 463 | $ | (238) | $ | 3,018 | ||||||||||||
| Interest paid |
$ | 27,955 | $ | 18,393 | $ | 88,903 | $ | 54,574 | ||||||||||||
| The accompanying notes are an integral part of these interim condensed consolidated financial statements |
|
|||||||||||||||||||
29
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2026 and 2025
(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”) in the U.S. and Volta Auto Diagnostics Ltd. (“Volta”) in Canada that offer mobile calibration and diagnostic services.
The shares of the Company are listed on the Toronto Stock Exchange and New York Stock Exchange under the symbols TSX: BYD.TO and NYSE: BGSI, respectively. 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 Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”) issued and effective as of November 10, 2026, 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, 2026 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, 2025, except as detailed in Note 3. The interim condensed consolidated financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2025, which have been prepared in accordance with IFRS. These interim condensed consolidated financial statements are presented in U.S. dollars (“USD”).
| 3. | NEW AND AMENDED ACCOUNTING POLICIES |
Amendments to IFRS 9 and IFRS 7
The Company adopted the amendments to IFRS 9 and IFRS 7—Classification and Measurement of Financial Instruments effective January 1, 2026. The amendments clarify derecognition of financial liabilities at settlement date and when settled through an electronic cash transfer system, provide further guidance regarding the classification of financial assets, and additional disclosure requirements for financial instruments with contingent features and equity instruments classified at fair value through other comprehensive income (“FVTOCI”). The Company determined that its electronic payment systems do not meet the criteria for the optional “Electronic Payment Exception.”
Consequently, the Company transitioned from derecognizing liabilities at the point of payment initiation to settlement-date accounting. This change applies to all payment methods, including electronic transfers, and cheques.
30
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2026 and 2025
(thousands of U.S. dollars, except share and per share amounts)
Upon adoption on January 1, 2026, this resulted in a presentation gross-up of Cash and Accounts payable and accrued liabilities of $26,662 for payments initiated but not yet settled by the bank. This adjustment is reflected in the opening balance of cash in the interim condensed consolidated statement of cash flows. The transition had no impact on the Company’s net assets, equity, or opening retained earnings.
Derivative Financial Instruments and Hedging Activities
The Company utilizes derivative financial instruments, such as Total Return Swap (“TRS”) contracts, to manage equity price risk associated with its cash-settled share-based compensation plans. At the inception of a hedge, the Company formally documents the relationship between the hedging instrument and the hedged item.
Cash Flow Hedges
For TRS contracts hedging cash flow variability of cash-settled Restricted Share Units (“RSUs”), the effective portion of changes in fair value is deferred in the cash flow hedge reserve within equity and reclassified to net earnings over the service period of the underlying awards.
Derivative Financial Instruments Measured at Fair Value Through Profit or Loss (“FVTPL”)
For TRS contracts or portions thereof not designated in a hedging relationship, changes in fair value are recognized immediately in net earnings within fair value adjustments to economically offset the fair value remeasurement of the underlying liability.
Hedge Effectiveness and Ineffectiveness
At the inception of each hedge, and on an ongoing basis, the Company assesses whether the hedging instrument is effective in offsetting changes in the cash flows of the hedged item based on the economic relationship between the instruments. Any hedge ineffectiveness is recognized immediately in net earnings.
31
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2026 and 2025
(thousands of U.S. dollars, except share and per share amounts)
| 4. | ACQUISITIONS |
On January 9, 2026, the Company completed the acquisition of all the issued and outstanding shares of Joe Hudson’s Collision Center (“Joe Hudson’s”). Joe Hudson’s is a leading multi-site collision repair operator in the United States, adding 258 locations across the U.S. Southeast region.
Separate from the acquisition of Joe Hudson’s, the Company completed 14 acquisitions that added 17 locations during the nine months ended September 30, 2026. During the third quarter of 2026, the Company acquired a single location glass business in South Carolina.
BGSI has accounted for the 2026 acquisitions on a provisional basis using the acquisition method as follows:
| Acquisitions in 2026 |
Joe Hudson’s | Other acquisitions |
Total acquisitions |
|||||||||
| Identifiable net assets acquired at fair value: |
||||||||||||
| Cash |
$ | 6,413 | $ | — | $ | 6,413 | ||||||
| Other current assets |
35,145 | 487 | 35,632 | |||||||||
| Property, plant and equipment |
134,055 | 21,190 | 155,245 | |||||||||
| Right of use assets |
248,149 | 12,119 | 260,268 | |||||||||
| Identified intangible assets |
||||||||||||
| Customer relationships |
700,000 | 11,382 | 711,382 | |||||||||
| Brand name |
500 | — | 500 | |||||||||
| Non-compete agreements |
— | 507 | 507 | |||||||||
| Intellectual property |
300 | — | 300 | |||||||||
| Liabilities assumed |
||||||||||||
| Current liabilities |
(44,072) | — | (44,072) | |||||||||
| Deferred tax liabilities |
(33,166) | — | (33,166) | |||||||||
| Lease liabilities |
(248,149) | (12,119) | (260,268) | |||||||||
|
|
|
|
|
|
|
|||||||
| Identifiable net assets acquired |
$ | 799,175 | $ | 33,566 | $ | 832,741 | ||||||
| Goodwill |
522,260 | 14,031 | 536,291 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net assets recognized |
$ | 1,321,435 | $ | 47,597 | $ | 1,369,032 | ||||||
|
|
|
|
|
|
|
|||||||
| Represented by: |
||||||||||||
| Cash paid or payable |
$ | 1,304,764 | $ | 47,597 | $ | 1,352,361 | ||||||
| Foreign currency basis adjustment |
16,671 | — | 16,671 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total investment in acquisitions |
$ | 1,321,435 | $ | 47,597 | $ | 1,369,032 | ||||||
|
|
|
|
|
|
|
|||||||
32
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2026 and 2025
(thousands of U.S. dollars, except share and per share amounts)
The following table summarizes the preliminary purchase price allocation for the Joe Hudson’s acquisition and adjustments recognized to date during the measurement period:
| Joe Hudson’s Purchase Price Allocation |
Preliminary | Adjustments | Revised provisional |
|||||||||
| Identifiable net assets acquired at fair value: |
||||||||||||
| Cash |
$ | 6,413 | $ | — | $ | 6,413 | ||||||
| Other current assets |
35,155 | (10) | 35,145 | |||||||||
| Property, plant and equipment |
122,952 | 11,103 | 134,055 | |||||||||
| Right of use assets |
251,150 | (3,001) | 248,149 | |||||||||
| Identified intangible assets |
||||||||||||
| Customer relationships |
414,982 | 285,018 | 700,000 | |||||||||
| Brand name |
1,518 | (1,018) | 500 | |||||||||
| Intellectual property |
— | 300 | 300 | |||||||||
| Liabilities assumed |
||||||||||||
| Current liabilities |
(43,559) | (513) | (44,072) | |||||||||
| Deferred tax liabilities |
(6,804) | (26,362) | (33,166) | |||||||||
| Lease liabilities |
(251,150) | 3,001 | (248,149) | |||||||||
|
|
|
|
|
|
|
|||||||
| Identifiable net assets acquired |
$ | 530,657 | $ | 268,518 | $ | 799,175 | ||||||
| Goodwill |
790,778 | (268,518) | 522,260 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net assets recognized |
$ | 1,321,435 | $ | — | $ | 1,321,435 | ||||||
|
|
|
|
|
|
|
|||||||
| Represented by: |
||||||||||||
| Cash paid |
$ | 1,304,764 | $ | — | $ | 1,304,764 | ||||||
| Foreign currency basis adjustment |
16,671 | — | 16,671 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total investment in acquisition |
$ | 1,321,435 | $ | — | $ | 1,321,435 | ||||||
|
|
|
|
|
|
|
|||||||
33
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2026 and 2025
(thousands of U.S. dollars, except share and per share amounts)
The Joe Hudson’s acquisition was funded through the Company’s initial public offering in the United States on November 4, 2025, where it issued 6,361,800 common shares at a price of US$141.00 per share for net proceeds of $858,812, and a private placement on November 6, 2025, of C$525,000 principal amount of 5.5% Senior Unsecured Notes due 2030 which provided net proceeds of $369,168. The remaining balance of the purchase price was funded through draws on the Company’s revolving credit facilities on January 7, 2026.
During the nine months ended September 30, 2026 acquisition-related expenses of $15,404 (2025 - $4,407) were recognized in acquisition and transformational cost initiatives on the consolidated statements of earnings (loss).
The Company previously designated certain foreign currency cash balances as hedging instruments in a cash flow hedge of the highly probable forecasted acquisition of Joe Hudson’s. Upon completion of the acquisition, the accumulated effective portion of $16,671 was reclassified from the cash flow hedge reserve and included in the initial carrying amount of goodwill as a foreign currency basis adjustment (Note 14).
The preliminary purchase price allocations for the 2026 acquisitions may be further revised as additional information becomes available. Further adjustments may be recorded in future periods as the fair value assessments related to identifiable intangible assets, are finalized. Additionally, the valuation for acquired deferred tax assets remains provisional pending the completion of historical tax return reviews and the determination of tax attribute recoverability.
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.
Of the goodwill recognized on the 2026 acquisitions, approximately $380,699 is expected to be deductible for tax purposes, including the $366,654 specifically attributed to the Joe Hudson’s acquisition. Approximately $155,606 of the goodwill attributed to the Joe Hudson’s acquisition is not expected to be deductible for tax purposes due to the structure of the acquired entity.
Of the intangibles recognized on the Joe Hudson’s acquisition, approximately $602,555 is expected to be deductible for tax purposes. Approximately $97,945 of the intangibles attributed to the Joe Hudson’s acquisition is not expected to be deductible for tax purposes due to the structure of the acquired entity, which results in the recording of a deferred tax liability of $25,466 on acquisition.
On the consolidated statements 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 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.
The results of operations reflect the sales and expenses of acquired operations from the date of acquisition.
During the nine months ended September 30, 2026, sales contributed by 2026 acquisitions since being acquired were $521,756. Net earnings generated by 2026 acquisitions since being acquired were $15,194.
If 2026 acquisitions had been acquired on January 1, 2026, the Company’s sales and net loss for the nine months ended September 30, 2026 would have been $3,057,467 and $9,558, respectively.
34
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2026 and 2025
(thousands of U.S. dollars, except share and per share amounts)
| 5. | INVENTORY |
| As at |
September 30, 2026 |
December 31, 2025 |
||||||
| Paint and materials |
$ | 32,063 | $ | 25,103 | ||||
| Work in process |
49,055 | 43,181 | ||||||
|
|
|
|
|
|||||
| Balance, end of period |
$ | 81,118 | $ | 68,284 | ||||
|
|
|
|
|
|||||
| 6. | PROPERTY, PLANT AND EQUIPMENT |
| As at |
September 30, 2026 |
December 31, 2025 |
||||||
| Balance, beginning of year |
$ | 581,146 | $ | 529,673 | ||||
| Acquired through business combinations |
155,245 | 28,978 | ||||||
| Additions |
101,257 | 162,662 | ||||||
| Proceeds on disposal |
(37,664) | (54,057) | ||||||
| Gain on disposal |
433 | 408 | ||||||
| Transfers from right of use assets |
362 | 422 | ||||||
| Depreciation |
(83,989) | (87,851) | ||||||
| Foreign exchange |
(719) | 911 | ||||||
|
|
|
|
|
|||||
| Balance, end of period |
$ | 716,071 | $ | 581,146 | ||||
|
|
|
|
|
|||||
Additions to property, plant and equipment for the nine months ended September 30, 2026 include equipment purchases and facility improvements for established locations; additions related to start-up locations of $26,757, consisting primarily of land, building and equipment; and investments in the development of acquired businesses.
For the nine months ended September 30, 2026, BGSI completed sale and leaseback transactions for 12 properties (year ended December 31, 2025 - 19 properties) for total proceeds of $36,895 (year ended December 31, 2025 - $53,252). The gain arising from sale and leaseback transactions during the nine months ended September 30, 2026 was $464 (year ended December 31, 2025 - gain of $1,016).
35
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2026 and 2025
(thousands of U.S. dollars, except share and per share amounts)
| 7. | RIGHT OF USE ASSETS |
| As at |
September 30, 2026 |
December 31, 2025 |
||||||
| Balance, beginning of year |
$ | 689,247 | $ | 668,101 | ||||
| Acquired through business combinations |
260,268 | 31,136 | ||||||
| Additions and modifications |
124,347 | 116,088 | ||||||
| Depreciation |
(128,676) | (128,101) | ||||||
| Transfers to property, plant and equipment |
(362) | (422) | ||||||
| Foreign exchange |
(1,728) | 2,445 | ||||||
|
|
|
|
|
|||||
| Balance, end of period |
$ | 943,096 | $ | 689,247 | ||||
|
|
|
|
|
|||||
For the nine months ended September 30, 2026, BGSI completed sale and leaseback transactions for 12 properties (year ended December 31, 2025 - 19 properties) for total proceeds of $36,895 (year ended December 31, 2025 - $53,252). The gain arising from sale and leaseback transactions during the nine months ended September 30, 2026 was $464 (year ended December 31, 2025 - gain of $1,016).
| 8. | INTANGIBLE ASSETS |
| As at |
September 30, 2026 |
December 31, 2025 |
||||||
| Balance, beginning of year |
$ | 356,347 | $ | 336,943 | ||||
| Acquired through business combinations |
712,689 | 36,726 | ||||||
| Additions |
1,250 | 8,158 | ||||||
| Amortization |
(48,789) | (28,020) | ||||||
| Foreign exchange |
(1,815) | 2,540 | ||||||
|
|
|
|
|
|||||
| Balance, end of period |
$ | 1,019,682 | $ | 356,347 | ||||
|
|
|
|
|
|||||
| 9. | GOODWILL |
| As at |
September 30, 2026 |
December 31, 2025 |
||||||
| Balance, beginning of year |
$ | 702,460 | $ | 643,864 | ||||
| Recognized through business combinations |
536,291 | 53,910 | ||||||
| Foreign exchange |
(3,505) | 4,686 | ||||||
|
|
|
|
|
|||||
| Balance, end of period |
$ | 1,235,246 | $ | 702,460 | ||||
|
|
|
|
|
|||||
36
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2026 and 2025
(thousands of U.S. dollars, except share and per share amounts)
| 10. | SHAREHOLDERS’ CAPITAL |
Normal Course Issuer Bid
On September 10, 2026, the TSX accepted the Company’s notice of intention to commence a Normal Course Issuer Bid (“NCIB”) to purchase for cancellation up to 2,779,352 common shares (representing approximately 10% of its public float) over a 12-month period commencing September 16, 2026 and will terminate on September 15, 2027 or such earlier time as the NCIB is completed or terminated at the option of the Company.
During the three and nine months ended September 30, 2026, the Company repurchased 167,022 common shares through the facilities of the TSX and alternative Canadian trading platforms at an average price of C$112.53 per share for total consideration of $13,580. Of the common shares repurchased, 111,348 shares were settled and cancelled during the period for cash consideration of $8,918. The remaining 55,674 common shares, representing a liability of $4,662 recognized in accounts payable and accrued liabilities for unsettled share repurchases as at September 30, 2026, were settled and cancelled on.October 30, 2026 The total consideration was allocated as a reduction of $8,454 to Shareholders’ Capital based on the average historical carrying value of the common shares, with the remaining excess purchase price of $5,126 charged to Retained earnings, net of related taxes.
37
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2026 and 2025
(thousands of U.S. dollars, except share and per share amounts)
| 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$0.156 per share in each of the first, second and third quarter of 2026 (2025 - C$0.153).
The following is the balance of dividends payable:
| As at |
September 30, 2026 |
December 31, 2025 |
||||||
| Balance, beginning of period |
$ | 3,168 | $ | 2,283 | ||||
| Declared |
9,355 | 10,197 | ||||||
| Payments |
(9,386) | (9,366) | ||||||
| Foreign exchange |
(89) | 54 | ||||||
|
|
|
|
|
|||||
| Balance, end of period |
$3,048 | $3,168 | ||||||
|
|
|
|
|
|||||
Dividends to shareholders were declared and paid as follows:
| Record date |
Payment date |
Dividend amount | ||||
| March 31, 2026 | April 28, 2026 | $ | 3,165 | |||
| June 30, 2026 | July 29, 2026 | 3,093 | ||||
| September 30, 2026 | October 28, 2026 | 3,097 | ||||
|
|
|
|||||
| $ | 9,355 | |||||
|
|
|
|||||
| 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 | |||||
|
|
|
|||||
38
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2026 and 2025
(thousands of U.S. dollars, except share and per share amounts)
| 11. | LONG-TERM DEBT |
Long-term debt is comprised of the following:
| As at |
September 30, 2026 |
December 31, 2025 |
||||||
| Revolving credit & swing line facilities (net of financing costs) |
$ | 297,525 | $ | 224,491 | ||||
| Term Loan A (net of financing costs) |
124,977 | 124,933 | ||||||
| Seller notes |
3,048 | 11,359 | ||||||
|
|
|
|
|
|||||
| $ | 425,550 | $ | 360,783 | |||||
|
|
|
|
|
|||||
| Current portion |
2,143 | 8,752 | ||||||
|
|
|
|
|
|||||
| $ | 423,407 | $ | 352,031 | |||||
|
|
|
|
|
|||||
The following is the continuity of long-term debt:
| As at |
September 30, 2026 |
December 31, 2025 |
||||||
| Balance, beginning of period |
$ | 360,783 | $ | 507,283 | ||||
| Consideration on acquisition |
— | 7,462 | ||||||
| Draws |
372,556 | 391,623 | ||||||
| Repayments |
(306,643) | (544,867) | ||||||
| Deferred financing costs |
— | (1,086) | ||||||
| Amortization of deferred financing costs |
289 | 301 | ||||||
| Foreign exchange |
(1,435) | 67 | ||||||
|
|
|
|
|
|||||
| Balance, end of period |
$ | 425,550 | $ | 360,783 | ||||
|
|
|
|
|
|||||
Included in finance costs for the three and nine months ended September 30, 2026 is interest on long-term debt of $3,141 and $16,470 respectively (2025 - $7,681 and $21,783).
The $125,000 Term Loan A matures in March 2027; however, it is classified as a non-current liability as the Company possesses a substantive right to defer settlement for at least twelve months after the reporting period by refinancing the obligation through the available capacity of the revolving credit facilities. This right is subject to the Company’s compliance with objective financial covenants and conditions as specified in the credit agreement.
39
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2026 and 2025
(thousands of U.S. dollars, except share and per share amounts)
| 12. | SENIOR UNSECURED NOTES |
Senior unsecured notes is comprised of the following:
| As at |
September 30, 2026 |
December 31, 2025 |
||||||
| Notes due 2030 |
370,020 | 383,041 | ||||||
| Notes due 2033 |
193,820 | 200,640 | ||||||
| Unamortized deferred financing costs |
(9,779) | (11,428) | ||||||
| Embedded derivative liability |
4,275 | 4,890 | ||||||
|
|
|
|
|
|||||
| 558,336 | 577,143 | |||||||
|
|
|
|
|
|||||
The following is the continuity of senior unsecured notes.
| As at |
September 30, 2026 |
December 31, 2025 |
||||||
| Balance, beginning of period |
$ | 577,143 | $ | — | ||||
| Principal amount |
— | 572,335 | ||||||
| Embedded derivative liability |
— | 5,009 | ||||||
| Amortization of embedded derivative liability |
(459) | (158) | ||||||
| Deferred financing costs |
— | (11,582) | ||||||
| Amortization of deferred financing costs |
1,291 | 361 | ||||||
| Foreign exchange |
(19,639) | 11,178 | ||||||
|
|
|
|
|
|||||
| Balance, end of period |
$ | 558,336 | $ | 577,143 | ||||
|
|
|
|
|
|||||
Included in finance costs for the three and nine months ended September 30, 2026 is interest on the senior unsecured notes of $11,576 and $27,795 respectively (2025 - $nil).
40
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2026 and 2025
(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, 2026 |
December 31, 2025 |
||||||
| Balance, beginning of period |
$ | 778,807 | $ | 744,295 | ||||
| Assumed on acquisition |
260,268 | 31,136 | ||||||
| Additions and modifications |
125,372 | 117,259 | ||||||
| Repayments |
(163,322) | (161,561) | ||||||
| Financing costs |
50,050 | 44,825 | ||||||
| Foreign exchange |
(2,110) | 2,853 | ||||||
|
|
|
|
|
|||||
| Balance, end of period |
$ | 1,049,065 | $ | 778,807 | ||||
| Current portion |
160,729 | 125,483 | ||||||
|
|
|
|
|
|||||
| $ | 888,336 | $ | 653,324 | |||||
|
|
|
|
|
|||||
Lease expenses are presented in the consolidated statements of earnings (loss) as follows:
| Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating expenses |
$ | 3,576 | $ | 3,522 | $ | 9,600 | $ | 9,400 | ||||||||
| Depreciation of right of use assets |
42,964 | 31,998 | 128,676 | 95,412 | ||||||||||||
| Finance costs |
17,647 | 11,187 | 50,050 | 33,204 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
41
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2026 and 2025
(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, 2026 | December 31, 2025 | |||||||||||||||||||||
| Classification | Fair value hierarchy |
Carrying amount |
Fair value |
Carrying amount |
Fair value |
|||||||||||||||||
| Financial assets |
||||||||||||||||||||||
| Cash |
Amortized cost | n/a | $ | 28,148 | $ | 28,148 | $ | 1,228,614 | $ | 1,228,614 | ||||||||||||
| Accounts receivable |
Amortized cost | n/a | 185,256 | 185,256 | 137,474 | 137,474 | ||||||||||||||||
| Long-term asset |
FVTPL (1) | 3 | 8,407 | 8,407 | 8,407 | 8,407 | ||||||||||||||||
| Optional redemption |
FVTPL (1) | 3 | 2,521 | 2,521 | 3,656 | 3,656 | ||||||||||||||||
| Cross-currency swap |
FVTOCI (2) | 2 | 686 | 686 | 1,298 | 1,298 | ||||||||||||||||
| Cross-currency swap |
FVTPL (1) | 2 | — | — | 2,199 | 2,199 | ||||||||||||||||
| Financial liabilities |
||||||||||||||||||||||
| Accounts payable and accrued liabilities |
Amortized cost | n/a | 435,095 | 435,095 | 339,276 | 339,276 | ||||||||||||||||
| Dividends payable |
Amortized cost | n/a | 3,048 | 3,048 | 3,168 | 3,168 | ||||||||||||||||
| Long-term debt |
Amortized cost | n/a | 425,550 | 425,594 | 360,783 | 359,736 | ||||||||||||||||
| Senior unsecured notes |
Amortized cost | n/a | 558,336 | 560,074 | 577,143 | 589,996 | ||||||||||||||||
| Cross-currency swap |
FVTPL (1) | 2 | — | — | 4,667 | 4,667 | ||||||||||||||||
| Cross-currency swap |
FVTOCI (2) | 2 | 477 | 477 | — | — | ||||||||||||||||
| Total return swap |
FVTPL (1) | 2 | 1,267 | 1,267 | — | — | ||||||||||||||||
| Total return swap |
FVTOCI (2) | 2 | 460 | 460 | — | — | ||||||||||||||||
| (1) | Fair Value Through Profit or Loss |
| (2) | Fair Value Through Other Comprehensive Income |
42
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2026 and 2025
(thousands of U.S. dollars, except share and per share amounts)
For the Company’s current financial assets and liabilities, including accounts receivable, accounts payable and 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, translated at the period-end foreign exchange rate. The fair value of the optional redemption was calculated using Hull-White model and discounted cash flow. The fair value of the other long-term asset has been estimated using the discounted cash flow method.
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, 2026 was approximately $213,404 (December 31, 2025 - $1,366,088).
Cross-currency swaps
The Company holds cross-currency swap arrangements to hedge cash flow variability from foreign currency debt. These include a 2033 cross-currency swap (C$275,000 for $198,656) and a 2030 cross-currency swap (C$525,000 for $375,805). Both are designated as cash flow hedges of associated intercompany promissory notes. Consistent with the Company’s risk management strategy, only the spot components are designated as hedging instruments, with fair value changes recorded in other comprehensive income. These amounts are reclassified to net earnings to offset the foreign exchange translation of the underlying intercompany promissory notes.
On January 7, 2026, the 2030 cross-currency swap was designated as a hedging instrument upon the establishment of the related intercompany promissory note. Prior to designation, a gain of $663 was recognized in fair value adjustments within the consolidated statements of earnings (loss), as the hedging relationship was not formally designated as a hedge. At the date of designation, the initial fair value of the excluded components was a gain of $1,335 which is tracked separately and amortized into net earnings over the term of the arrangement.
Forward points and currency basis spreads are excluded from the designation and recognized in a separate cost of hedging reserve within other comprehensive income. For the three and nine months ended September 30, 2026, a gain of $1,686 and $10,146 respectively (2025 - $nil) were recognized within the cost of hedging reserve, net of deferred income taxes of $582 and $3,543, respectively (2025 - $nil).
Hedge of forecasted acquisition
On January 9, 2026, the Company completed the acquisition of Joe Hudson’s and settled the related cash flow hedge. During the period from January 1, 2026, to the date of settlement, a fair value gain of $7,234 was recognized in the cash flow hedge reserve within other comprehensive income.
Upon closing, the total accumulated effective portion of the hedge, representing a cumulative loss of $16,671, was removed from the cash flow hedge reserve and included as a foreign currency basis adjustment to the initial carrying amount of goodwill (Note 4). This hedge is no longer active as of September 30, 2026.
Total return swaps
The Company holds TRS contracts on its common shares to hedge equity price exposure from cash-settled share-based compensation plans.
43
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2026 and 2025
(thousands of U.S. dollars, except share and per share amounts)
TRS contracts referencing 68,500 common shares are designated as cash flow hedges of unvested RSUs. For the three and nine months ended September 30, 2026, a fair value loss of $346 (2025 - $nil) was recognized in other comprehensive earnings (loss) within the cash flow hedge reserve, net of deferred income taxes of $121 (2025 - $nil).
TRS contracts referencing 39,900 common shares are held as an economic hedge for Directors’ Deferred Share Units (“DSUs”) and are not designated for hedge accounting. Fair value adjustments on these contracts, as well as on undesignated portions of the RSU contracts, are recognized within fair value adjustments in net earnings.
Fair value adjustments
| Three months ended September 30, | Nine months ended September 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Fair value gain on cross-currency swap |
$ | — | $ | — | $ | (663) | $ | — | ||||||||
| Fair value loss on total return swap |
1,286 | $ | — | $ | 1,286 | $ | — | |||||||||
| Fair value loss (gain) on optional redemption |
1,820 | (88) | 1,018 | (88) | ||||||||||||
| Contingent consideration |
1 | — | 1 | 1 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total fair value adjustments |
$ | 3,107 | $ | (88) | $ | 1,642 | $ | (87) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 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 sales, 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.
44
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2026 and 2025
(thousands of U.S. dollars, except share and per share amounts)
| 16. | SEGMENTED REPORTING |
BGSI has one reportable line of business, being automotive collision repair and related services, with all sales relating to a group of similar services. In this circumstance, IFRS requires BGSI to provide geographical disclosure. For the periods reported, all of BGSI’s sales 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, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Sales |
||||||||||||||||
| Canada |
$ | 62,116 | $ | 58,967 | $ | 198,555 | $ | 183,860 | ||||||||
| United States |
950,603 | 731,243 | 2,824,492 | 2,165,080 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 1,012,719 | $ | 790,210 | $ | 3,023,047 | $ | 2,348,940 | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Reportable Assets As at |
September 30, 2026 |
December 31, 2025 |
||||||
| Canada |
$ | 218,922 | $ | 230,414 | ||||
| United States |
3,695,173 | 2,098,786 | ||||||
|
|
|
|
|
|||||
| $ | 3,914,095 | $ | 2,329,200 | |||||
|
|
|
|
|
|||||
45
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2026 and 2025
(thousands of U.S. dollars, except share and per share amounts)
| 17. | EARNINGS (LOSS) PER SHARE |
| Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net earnings (loss) |
$ | 81 | $ | 10,845 | $ | (6,554) | $ | 13,630 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Basic weighted average number of shares |
27,835,225 | 21,467,917 | 27,833,856 | 21,467,770 | ||||||||||||
| Add: |
||||||||||||||||
| Stock option plan |
— | 2,773 | — | 2,813 | ||||||||||||
| Share-based payment plan |
24,069 | 34,208 | — | 34,265 | ||||||||||||
| Average number of shares outstanding - diluted basis |
27,859,294 | 21,504,898 | 27,833,856 | 21,504,848 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Basic earnings (loss) per share |
$ | — | $ | 0.51 | $ | (0.24) | $ | 0.63 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Diluted earnings (loss) per share |
$ | — | $ | 0.50 | $ | (0.24) | $ | 0.63 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
For the three months ended September 30, 2026, the impact of the share-based payment plan issued in 2025 and 2026 were included in the diluted average number of shares outstanding. There were no stock option plans included in the diluted average number of shares outstanding as their impact were anti-dilutive during this period.
For the nine months ended September 30, 2026, the Company was in a net loss position. Consequently, all potentially dilutive instruments, including share-based payment plans and stock options plans, were considered anti-dilutive and were excluded from the calculation of diluted loss per share.
For the three and nine months ended September 30, 2025, the impact of the stock options issued in 2022 and share-based plan issued in 2025 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 were anti-dilutive during these periods.
46
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2026 and 2025
(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, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Number | Weighted average exercise price (C$) |
Number | Weighted average exercise price (C$) |
|||||||||||||
| Balance at the beginning of period |
119,575 | $ | 210.82 | 88,596 | $ | 217.71 | ||||||||||
| Granted during the period |
2,201 | 121.27 | — | — | ||||||||||||
| Forfeited during the period |
(1,857) | 206.90 | (1,800) | 227.16 | ||||||||||||
| Expired during the period |
(243) | 209.87 | (197) | 216.47 | ||||||||||||
| Exercised during the period |
— | — | (214) | 172.95 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance at the end of period |
119,676 | $ | 209.23 | 86,385 | $ | 217.63 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Exercisable at the end of the period |
33,528 | $ | 208.08 | 18,842 | $ | 198.40 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Nine months ended September 30, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Number | Weighted average exercise price (C$) |
Number | Weighted average exercise price (C$) |
|||||||||||||
| Balance at the beginning of period |
85,587 | $ | 217.61 | 67,762 | $ | 219.84 | ||||||||||
| Granted during the period |
37,586 | 190.00 | 29,380 | 211.27 | ||||||||||||
| Forfeited during the period |
(3,156) | 208.09 | (9,480) | 217.24 | ||||||||||||
| Expired during the period |
(243) | 209.87 | (197) | 216.47 | ||||||||||||
| Exercised during the period |
(98) | 187.49 | (1,080) | 187.17 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance at the end of period |
119,676 | $ | 209.23 | 86,385 | $ | 217.63 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Exercisable at the end of the period |
33,528 | $ | 208.08 | 18,842 | $ | 198.40 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
47
BOYD GROUP SERVICES INC.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
For the three and nine months ended September 30, 2026 and 2025
(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, 2026 was $58.32 per option (2025 - $69.51). The fair value of each option granted was determined using a Black-Scholes option pricing model. The option valuation was based on the following weighted assumptions:
| 2026 | 2025 | |||||||
| Risk-free interest rate |
2.86% | 2.84% | ||||||
| Expected life (years) |
5.5 | 5.5 | ||||||
| Expected stock price volatility |
28.11% | 30.73% | ||||||
| Expected dividend yield |
0.282% | 0.259% | ||||||
| 19. | CHANGES IN NON-CASH OPERATING WORKING CAPITAL ITEMS |
| Three months ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Accounts receivable |
$ | (10,046) | $ | 4,289 | ||||
| Inventory |
(2,861) | 2,679 | ||||||
| Prepaid expenses |
3,672 | (9,145) | ||||||
| Accounts payable and accrued liabilities |
4,704 | 9,053 | ||||||
| Income taxes, net |
4,305 | (7,116) | ||||||
|
|
|
|
|
|||||
| $ | (226) | $ | (240) | |||||
|
|
|
|
|
|||||
| Nine months ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Accounts receivable |
$ | (37,612) | $ | (13,662) | ||||
| Inventory |
5,534 | 9,857 | ||||||
| Prepaid expenses |
1,062 | (6,282) | ||||||
| Accounts payable and accrued liabilities |
19,163 | 27,690 | ||||||
| Income taxes, net |
5,252 | 948 | ||||||
|
|
|
|
|
|||||
| $ | (6,601) | $ | 18,551 | |||||
|
|
|
|
|
|||||
48
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, 2026. |
| 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, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with 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 end of the period covered by the interim filings: |
| 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 interim 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 | N/A |
| 5.3 | Limitation on scope of design: The issuer has disclosed in its interim MD&A: |
| a. | the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of: |
| i. | N/A; |
| ii. | N/A; |
| iii. | certain businesses that the issuer acquired not more than 365 days before the issuer’s financial year end; and |
| b. | summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements. |
1
| 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, 2026 and ended on September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
| Date: November 11, 2026 |
| (signed) |
| Brian Kaner |
| President & Chief Executive Officer |
2
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, 2026. |
| 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, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial statements together with 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 end of the period covered by the interim filings: |
| 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 interim 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 | N/A |
| 5.3 | Limitation on scope of design: The issuer has disclosed in its interim MD&A: |
| a. | the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of: |
| i. | N/A; |
| ii. | N/A; |
| iii. | certain businesses that the issuer acquired not more than 365 days before the issuer’s financial year end; and |
| b. | summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements. |
| 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, 2026 and ended on September 30, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
| Date: November 11, 2026 |
| (signed) |
| Jeff Murray |
| Executive Vice President & Chief Financial Officer |
Exhibit 99.4
Boyd Group Services Inc. Reports Third Quarter 2026 Results
Strong Growth and Margin Expansion; Project 360 and Synergy Realization On Track
Third Quarter 2026 Highlights
| • | Sales increased 28.2% to $1,012.7 million |
| • | Adjusted EBITDA1 increased 34.3% to $132.1 million and Adjusted EBITDA margins1 expanded to 13.0% |
| • | New locations contributed $206.0 million to revenue, complemented by 2.2% same-store sales1 growth |
| • | Realized $50 million in Project 360 cost savings and acquisition synergies year-to-date in 2026 |
| • | Announced a normal course issue bid and declared third quarter dividend |
Winnipeg, Manitoba – November 11, 2026 – Boyd Group Services Inc. (TSX: BYD; NYSE: BGSI) (“Boyd Group” or “the Company”) today announced financial results for the quarter ended September 30, 2026.
“Our third quarter results reflect continued progress on our strategic priorities and ongoing outperformance of broader industry trends. Revenue increased 28%, supported by the addition of Joe Hudson’s, market share gains and positive same-store sales growth. We delivered year-over-year expansion in gross and Adjusted EBITDA margins, benefiting from Project 360 initiatives and acquisition synergies, and remain on track to achieve our accelerated $65 million savings target for 2026.
We also launched a normal course issuer bid, reinforcing our commitment to a disciplined and balanced approach to capital allocation, with a focus on supporting our existing operations, strengthening our market position and creating long-term shareholder value.” - Brian Kaner, President & CEO of the Boyd Group
| Financial And Operational Highlights | Three months ended September 30, |
Nine months ended September 30, | ||||||||||||||||||||||
| (thousands of U.S. dollars, except per share amounts) |
2026 | 2025 | Y/Y Change |
2026 | 2025 | Y/Y Change |
||||||||||||||||||
| Financial Highlights |
||||||||||||||||||||||||
| Sales |
1,012,719 | 790,210 | 28% | 3,023,047 | 2,348,940 | 29% | ||||||||||||||||||
| Gross margin |
46.7% | 46.3% | 40 bps | 46.9% | 46.4% | 50 bps | ||||||||||||||||||
| Adjusted EBITDA (1) |
132,117 | 98,366 | 34% | 390,434 | 272,697 | 43% | ||||||||||||||||||
| Adjusted EBITDA margin (1) |
13.0% | 12.4% | 60 bps | 12.9% | 11.6% | 130 bps | ||||||||||||||||||
| Net earnings (loss) |
81 | 10,845 | (99)% | (6,554) | 13,630 | (148)% | ||||||||||||||||||
| Diluted earnings (loss) per share |
0.00 | 0.50 | (100)% | (0.24) | 0.63 | (138)% | ||||||||||||||||||
| Adjusted net earnings (1)(2) |
18,989 | 17,846 | 6% | 57,451 | 39,687 | 45% | ||||||||||||||||||
| Adjusted net earnings per share (1)(2) |
0.68 | 0.83 | (18)% | 2.06 | 1.85 | 11% | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Operational Highlights |
||||||||||||||||||||||||
| Same-store sales growth (1) |
2.2% | 2.4% | 2.2% | (0.9)% | ||||||||||||||||||||
| New locations added |
10 | 24 | 289 | 41 | ||||||||||||||||||||
| From multi-location acquisitions |
— | 8 | 258 | 8 | ||||||||||||||||||||
| From single shop acquisitions |
10 | 9 | 17 | 16 | ||||||||||||||||||||
| From start-up locations |
— | 7 | 14 | 17 | ||||||||||||||||||||
| Collision location count at period end |
1,329 | 1,014 | 31% | 1,329 | 1,014 | 31% | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| (2) | Comparative figures have been restated to conform with current period presentation |
| 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. |
Q3 2026 Results
(Third quarter 2026 compared to third quarter of 2025)
Sales increased 28.2% to $1,012.7 million, reflecting $206.0 million in contribution from 342 new locations that were not in operation for the full comparative quarter, along with 2.2% same-store sales1. The number of selling and production days were unchanged from the third quarter of 2025.
Gross profit increased by 29.4% to $473.4 million, with gross margins expanding to 46.7% from 46.3%. Margin improvement was driven by higher paint margins supported by synergies from Joe Hudson’s acquisition and Project 360, as well as improved sublet, scanning, and calibration margins. These gains were partially offset by lower labour and part margins.
Adjusted EBITDA1 increased 34.3% to $132.1 million while Adjusted EBITDA margins1 improved to 13.0% from 12.4%. Margin expansion was driven by cost savings from Project 360 and synergy realization from Joe Hudson’s acquisition.
Net earnings was $0.1 million, compared to $10.8 million due to $5.2 million in acquisition and transformational costs and higher amortization of intangibles.
Adjusted net earnings1 were $19.0 million compared to $17.8 million due to higher Adjusted EBITDA partially offset by higher depreciation and finance costs. Adjusted earnings per share were $0.68 compared to $0.831 in the third quarter. For the nine-months ended September 30 2026, Adjusted earnings per share increased to $2.06 from $1.85 in the prior-year period.
As of September 30, 2026, Boyd realized $50 million in year-to-date savings from Project 360 and acquisition synergies and remains on track to achieve its full-year target of $65 million.
The Company added 10 new locations through single shop acquisitions during the quarter.
Outlook
During the third quarter, Boyd continued to outperform the underlying industry volume and gain market share, supported by its scale and ongoing market densification strategy. Volume gains driven by the strength of the company’s performance and insurer relationships contributed to positive same-store sales growth during the quarter of 2.2%, complemented by a modest increase in total cost of repair.
Boyd estimates repairable claims volumes declined approximately 1–3% year-over-year in Q3 2026, which is consistent with our long-term planning assumptions.
In October 2026, same-store sales growth continued to be positive. Given the inherent monthly and quarterly variability, the Company evaluates same-store sales over longer periods and does not view any single period as indicative of sustainable market share expansion or multi-year strategic targets.
Project 360 and acquisition synergies are on track to deliver a further $15 million in the fourth quarter, elevating total projected savings to $65 million for 2026 and $140 million across the 2025–2029 period.
During the quarter, Boyd announced a normal course issuer bid and commenced share repurchases under the program. This initiative reflects our commitment to disciplined, returns-focused capital allocation. Boyd’s objective is to ensure that capital is consistently directed toward high risk-adjusted return opportunities, whether through growth investments in strategic or single-shop acquisitions, brownfield and greenfield start-up locations, investments in existing operations, debt reduction, share repurchases, dividends or other alternatives.
The Company expects to complete and open 11 start-up locations in the fourth quarter.
| 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. |
2026 Third Quarter Conference Call & Webcast
Management will hold a conference call on Wednesday, November 11, 2026, at 8:00 a.m. (ET) to review the Company’s 2026 third quarter results. You can join the call by dialing 1-833-461-5787 or 1-585-542-9983; Conference ID: 902743145.
A live audio webcast of the conference call will be available at https://events.q4inc.com/attendee/902743145. An archived replay of the webcast will be available for 90 days on the Boyd Group’s website https://www.boydgroup.com.
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.
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 name 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 Mobile Auto Solutions (“MAS”) in the U.S. and Volta Auto Diagnostics Ltd. (“Volta”) in Canada that offer scanning and calibration services. For more information on The Boyd Group Inc. or Boyd Group Services Inc., please visit our website at http://www.boydgroup.com.
Non-GAAP Financial Measures and Ratios
Same-store sales, Adjusted EBITDA, Adjusted EBITDA margin, Adjusted net earnings and Adjusted net earnings per share are non-GAAP financial measures and ratios, which are not standardized measures under International Financial Reporting Standards (“IFRS”) and therefore may not be comparable to similar measures disclosed by other issuers. Boyd’s management uses certain non-GAAP financial measures to evaluate the performance of the business and to reward employees. These non-GAAP should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with IFRS, such as net earnings or sales in measuring the performance of Boyd.
The following is a reconciliation of Boyd’s non-GAAP financial measures and ratios used in this release:
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 September 30, |
Nine months ended September 30, |
|||||||||||||||
| (thousands of U.S. dollars) |
2026 | 2025 | 2026 | 2025 | ||||||||||||
| Sales |
$ | 1,012,719 | $ | 790,210 | $ | 3,023,047 | $ | 2,348,940 | ||||||||
| Less: |
||||||||||||||||
| Sales from locations not in the comparative period |
(209,464) | (3,433) | (641,171) | (17,922) | ||||||||||||
| Sales from under-performing facilities closed during the period |
— | — | — | (1,239) | ||||||||||||
| Foreign exchange |
924 | — | (2,002) | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Same-store sales (excluding foreign exchange) |
$ | 804,179 | $ | 786,777 | $ | 2,379,874 | $ | 2,329,779 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
ADJUSTED EBITDA
EBITDA represents an indication of the Company’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 estimates of their useful life. 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 initiative expenses and fair value adjustments to contingent consideration and financial instruments which do not have a cash impact. These adjustments do not relate to the current operating performance of the business units but are typically costs incurred to expand operations as well as execute transformational plans. Acquisition and transformational costs include transaction costs in acquiring and integrating a business acquisition and other non-recurring costs related to the execution of Project 360. From time to time BGSI may make other adjustments to its Adjusted EBITDA for items that are not expected to recur. Management believes that in addition to net earnings and cash flows, Adjusted EBITDA is useful to readers to provide 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.
Adjusted EBITDA margin is a measure of operating profit that can be used to assess Boyd’s operational performance. Adjusted EBITDA margin is calculated by dividing Adjusted EBITDA by total sales.
| Three months ended September 30, |
Nine months ended September 30, |
|||||||||||||||
| (thousands of U.S. dollars) |
2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net earnings (loss) |
$ | 81 | $ | 10,845 | $ | (6,554) | $ | 13,630 | ||||||||
| Add: |
||||||||||||||||
| Finance costs |
32,331 | 18,751 | 93,166 | 54,606 | ||||||||||||
| Income tax expense |
1,147 | 4,057 | 2,504 | 6,618 | ||||||||||||
| Depreciation of property, plant and equipment |
29,197 | 22,319 | 83,989 | 64,713 | ||||||||||||
| Depreciation of right of use assets |
42,964 | 31,998 | 128,676 | 95,412 | ||||||||||||
| Amortization of intangible assets |
16,332 | 7,056 | 48,789 | 20,604 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| EBITDA |
$ | 122,052 | $ | 95,026 | $ | 350,570 | $ | 255,583 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Add (deduct): |
||||||||||||||||
| Fair value adjustments |
3,107 | (88) | 1,642 | (87) | ||||||||||||
| Acquisition and transformational cost initiatives |
6,958 | 3,428 | 38,222 | 17,201 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted EBITDA |
$ | 132,117 | $ | 98,366 | $ | 390,434 | $ | 272,697 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Sales |
$ | 1,012,719 | $ | 790,210 | $ | 3,023,047 | $ | 2,348,940 | ||||||||
| Adjusted EBITDA margin (%) |
13.0% | 12.4% | 12.9% | 11.6% | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
ADJUSTED NET EARNINGS
Adjusted net earnings means net earnings adjusted to add back fair value adjustments (non-taxable) and acquisition and transformational cost initiatives (net of tax). Commencing in the fourth quarter of 2025, and on a go-forward basis, the calculation of Adjusted net earnings also excludes amortization of intangibles arising on acquisitions. Amortization of intangible assets arising on acquisition is the result of the purchase price allocation on completion of an acquisition. There are no future capital expenditures associated with maintaining or replacing these intangible assets. Comparative periods have been restated to reflect this additional adjustment. 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.
Adjusted net earnings per share means Adjusted net earnings, divided by our weighted average number of shares for the applicable period.
| (thousands of U.S. dollars, except share and per share amounts) | Three months ended September 30, |
Nine months ended September 30, |
||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net earnings (loss) |
$ | 81 | $ | 10,845 | $ | (6,554) | $ | 13,630 | ||||||||
| Add (deduct): |
||||||||||||||||
| Fair value adjustments (net of tax) |
2,299 | (65) | 1,215 | (64) | ||||||||||||
| Acquisition and transformational cost initiatives (net of tax) |
5,175 | 2,537 | 29,369 | 12,729 | ||||||||||||
| Amortization of intangibles arising on acquisitions (net of tax) |
11,434 | 4,529 | 33,421 | 13,392 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted net earnings (1) |
$ | 18,989 | $ | 17,846 | $ | 57,451 | $ | 39,687 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Weighted average number of shares |
27,835,225 | 21,467,917 | 27,833,856 | 21,467,770 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adjusted net earnings per share (1) |
$ | 0.68 | $ | 0.83 | $ | 2.06 | $ | 1.85 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | Comparative figures have been restated to conform with current period presentation |
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; execution of the Company’s growth strategy and outlook; progress on Project 360 initiatives; the Company’s financial metric goals, including for Adjusted EBITDA margin; growth opportunities presented by the Company’s increased scale, greater market density, expanded platform and fragmentation; the Company’s ability and expectations to open eleven start-up locations in the fourth quarter of 2026; execute on the pipeline of approximately eight to ten start-up locations per quarter; the Company’s ability to activate the stores in its development pipeline for 2026 and 2027; the Company’s expectations for continued acquisition activity and the Company’s ability to deliver sustained growth and value creation for shareholders and customers.
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. Risks and uncertainties related to Boyd’s business include, but are not limited to, risks and uncertainties relating to: acquisition and new location risk; employee relations and staffing; operational performance; brand management and reputation; market environment change; reliance on technology; corporate governance; decline in number of insurance claims; low capture rates; 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; 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; public company costs; foreign private issuer status; differences in Canadian and U.S. corporate and securities laws; enforceability against foreign persons and of foreign judgments; intellectual property; 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 “Business Risks and Uncertainties” section of Boyd’s Annual Information Form, the “Business 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.ca 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 Company’s ability to complete the integration of acquired businesses within anticipated
time periods and at expected cost levels; the Company’s ability to achieve synergies arising from successful integration of acquired businesses; the impact of acquisitions on growth; the accuracy and completeness of the information (including financial information) regarding acquired businesses; the absence of significant undisclosed costs or liabilities associated with acquisitions; 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.
SOURCE Boyd Group Services Inc.