Exhibit 99.1

Boyd Group Services Inc.

October 29, 2025

Term Sheet

A base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada. The final base shelf prospectus, any applicable shelf prospectus supplement and any amendment to the documents are accessible through SEDAR+ at www.sedarplus.ca.

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

The Company has filed a registration statement on Form F-10 (including a base shelf prospectus) and a preliminary prospectus supplement with the Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the Company has filed with the SEC for more complete information about the Company and this Offering. You may obtain any of these documents for free by visiting EDGAR on the SEC website at www.sec.gov.

Copies of the final base shelf prospectus, any amendment to the base shelf prospectus and any applicable shelf prospectus supplement may be obtained in the U.S. from RBC Capital Markets, LLC, 200 Vesey Street, 8th Floor, New York, NY 10281-8098; Attention: Equity Syndicate; Phone: 877-822-4089; Email: equityprospectus@rbccm.com, or in Canada from RBC Capital Markets, Attention: Distribution Centre, RBC Wellington Square, 8^th Floor, 180 Wellington St. W., Toronto, Ontario, M5J 0C2 (Phone: 416-842-5349; E-mail: Distribution.RBCDS@rbccm.com), from CIBC Capital Markets Inc., 161 Bay Street, 5th Floor, Toronto, ON M5J 2S8 or by telephone at 1-416-956-6378 or by email at mailbox.canadianprospectus@cibc.com, from National Bank Financial Inc., 130 King Street West, 4th Floor Podium, Toronto, ON M5X 1J9 or by telephone at 416-869-8414 or by email at NBF-Syndication@bnc.ca, or from TD Securities Inc., 1625 Tech Avenue, Mississauga, Ontario, L4W 5P5, Attention: Symcor, NPM, or by telephone at (289) 360-2009 or by email at sdcconfirms@td.com.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction.

 

Issuer:		Boyd Group Services Inc. (the “Company”).
Issue:		5,532,000 common shares (the “Common Shares”) of the Company (before giving effect to the Over-Allotment Option) (the “Offering”).
Gross Proceeds:		US$780,012,000 (before giving effect to the Over-Allotment Option).
Price:		US$141.00 per Common Share (the “Offer Price”).
Over-Allotment Option:		The Company has granted the Underwriters an option, exercisable at the Offer Price per Common Share at any time and from time to time until 30 days following the closing of the Offering, to purchase up to an additional [•] Common Shares to cover over-allotments, if any.
Use of Proceeds:		The Company intends to use the net proceeds from the Offering (including the net proceeds from the Over-Allotment Option, if exercised), together with drawings on the Company’s revolving credit facilities and net proceeds from one or more future offerings of senior unsecured notes, to finance the purchase price for the acquisition of Joe Hudson’s Collision Center (the “Acquisition”), together with related financing fees and transaction expenses.   The consummation of the Acquisition is not contingent upon the consummation of the Offering, and the Offering is not contingent upon the consummation of the Acquisition. If the Acquisition is not completed, the Company intends to use the net proceeds from the Offering to reduce its outstanding indebtedness and finance future growth opportunities including acquisitions, or for other general corporate purposes.

Offering Type:		Bought underwritten public offering, eligible for sale in (a) all provinces of Canada pursuant to a prospectus supplement to the Company’s Canadian base shelf prospectus dated October 14, 2025 and (b) the United States pursuant to a prospectus supplement to the Company’s U.S. base shelf prospectus dated October 29, 2025 included in its registration statement on Form F-10. The Offering will also be made available in certain jurisdictions outside of Canada and the United States on a private placement basis as permitted by the Company.
Dividends:		The declaration and payment of dividends are at the discretion of the board of directors of the Company. Dividends are paid on a quarterly basis on or about the last day of January, April, July, and October of each year. The first dividend which purchasers under the Offering may receive will be payable on or about January 28, 2026 to shareholders of record on or about December 31, 2025.
Listing:		The Common Shares trade on the Toronto Stock Exchange under the ticker BYD, and in connection with the Offering they will be listed on the New York Stock Exchange (“NYSE”), under the symbol “BGSI”. The NYSE listing will be effective, and trading on the NYSE is expected to commence, on October 31, 2025.
Eligibility:		Eligible under the usual Canadian statutes as well as for RRSPs, RESPs, RRIFs, TFSAs, RDSPs, DPSPs and FHSAs.
Bookrunners:		RBC Capital Markets, CIBC Capital Markets, National Bank Financial Inc., and TD Securities Inc.
Closing Date:		On or about November 4, 2025.

 

- 2 -

Exhibit 99.2

 

Boyd Group Services Inc. Announces US$780 Million Bought Deal

Initial Public Offering In The United States

The short form base shelf prospectus is accessible, and the final prospectus supplement will be accessible

within two business days, through SEDAR+

Winnipeg, Manitoba – October 29, 2025 – Boyd Group Services Inc. (TSX: BYD) (“BGSI”, or the “Company”) today announced that it has entered into an agreement with a syndicate of underwriters led by RBC Capital Markets, CIBC Capital Markets, National Bank Capital Markets and TD Securities Inc. (collectively, the “underwriters”), pursuant to which the underwriters have agreed to purchase, on a bought deal basis, 5.53 million common shares of BGSI at a price of US$141.00 per share (the “Offering Price”), for gross proceeds of approximately US$780 million (the “Offering”). The common shares will be offered to the public in Canada and the United States, representing BGSI’s initial public offering in the United States.

In connection with the initial public offering in the United States, BGSI has been approved to list its common shares on the New York Stock Exchange (“NYSE”) under the symbol “BGSI”. Trading of BGSI’s common shares is expected to commence on the NYSE on October 31, 2025. BGSI’s common shares will continue to trade on the Toronto Stock Exchange under the symbol “BYD”.

BGSI intends to use the net proceeds from the Offering to partially fund the acquisition of Joe Hudson’s Collision Center, a provider of automotive collision repair services (the “Acquisition”), the details of which were separately announced today by the Company.

The Offering is expected to close on or about November 4, 2025, subject to customary closing conditions, including receipt of all necessary approvals of the Toronto Stock Exchange and the NYSE. The closing of the Offering is not conditional on closing of the Acquisition. If the Acquisition is not completed, BGSI will use the net proceeds from the Offering to reduce its outstanding indebtedness and finance future growth opportunities including acquisitions, or for other general corporate purposes.

Additionally, the Company has granted the underwriters an option to purchase up to an additional 829,800 common shares at the Offering Price, exercisable in whole or in part at any time up to 30 days following the closing of the Offering, for potential additional gross proceeds to BGSI of approximately US$117 million.

The common shares will be offered and sold in the U.S. pursuant to the Company’s base shelf prospectus filed as part of a registration statement on Form F-10 (the “Registration Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on the date hereof, and in each of the provinces of Canada pursuant to the Company’s short form base shelf prospectus (the “Base Shelf Prospectus”) filed on October 14, 2025 with the securities regulatory authorities in each of the provinces of Canada. In connection with the Offering, BGSI has filed a preliminary prospectus supplement to the Base Shelf Prospectus relating to and describing the terms of the Offering with the securities regulatory authorities in each of the provinces of Canada. A preliminary prospectus supplement to the base shelf prospectus filed as part of the Registration Statement relating to and describing the terms of the Offering was also filed with the SEC. A final prospectus supplement to the Base Shelf Prospectus will be filed with the securities regulatory authorities in each of the provinces of Canada and with the SEC as part of the Registration Statement in connection with the Offering. The documents filed or to be filed in connection with the Offering contain important detailed information about the Company and the Offering. Prospective investors should read these filings, and the documents incorporated by reference therein, before making an investment decision.

Delivery of the Base Shelf Prospectus, the final prospectus supplement, and any amendments to the documents will be provided in accordance with Canadian securities legislation relating to “access equals delivery” procedures for providing access to a shelf prospectus supplement, a base shelf prospectus and any amendment. Copies of the Base Shelf Prospectus and the preliminary prospectus supplement are, and the final prospectus supplement will be (within two business days of the date hereof) accessible on SEDAR+ at www.sedarplus.com, and copies of the U.S. Registration Statement, base shelf prospectus and the preliminary prospectus supplement are available, and the final prospectus supplement will be available, free of charge on EDGAR on the SEC’s website at www.sec.gov. Alternatively, an electronic or paper copy of the prospectus supplements, the Base Shelf Prospectus, the Registration Statement and any amendment to such documents may be obtained, without charge, from: RBC Dominion Securities Inc., 180 Wellington Street West, 8th Floor, Toronto, Ontario M5J 0C2, Attention: Distribution Centre, by e-mail at Distribution.RBCDS@rbccm.com; or CIBC Capital Markets, 161 Bay Street, 5th Floor, Toronto, ON M5J 2S8 or by telephone at 1-416-956-6378 or by email at mailbox.canadianprospectus@cibc.com; from National Bank Financial Inc., 130 King Street West, 4th Floor Podium, Toronto, ON M5X 1J9 or by telephone at 416-869-8414 or by email at NBF-Syndication@bnc.ca; or TD Securities Inc. at 1625 Tech Avenue, Mississauga, Ontario, L4W 5P5, Attention: Symcor, NPM or by telephone at (289) 360-2009 or by email at sdcconfirms@td.com, by providing the contact with an email address or address, as applicable.

No securities regulatory authority has either approved or disapproved the contents of this press release. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities of BGSI, nor shall there be any sale of the securities in any province, territory, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such province, territory, state or jurisdiction.

About Boyd Group Services Inc.

Boyd Group Services Inc. is a Canadian corporation and controls The Boyd Group Inc. and its subsidiaries. BGSI shares trade on the Toronto Stock Exchange under the symbol BYD.

About The Boyd Group Inc.

The Boyd Group Inc. (“Boyd”) is one of the largest operators of non-franchised collision repair centres in North America in terms of number of locations and sales. Boyd operates locations in Canada under the trade names Boyd Autobody & Glass and Assured Automotive as well as in the U.S. under the trade name Gerber Collision & Glass. In addition, Boyd is a major retail auto glass operator in the U.S. with operations under the trade names Gerber Collision & Glass, Glass America, Auto Glass Service, Auto Glass Authority and Autoglassonly.com. Boyd also operates a third party administrator, Gerber National Claims Services, that offers glass, emergency roadside and first notice of loss services. Boyd also operates a Mobile Auto Solutions (“MAS”) service that offers scanning and calibration services.

For further information, please contact:

Investor Relations

Boyd Group

ir@boydgroup.com

Caution concerning forward-looking information

Statements made in this press release constitute forward-looking information within the meaning of applicable securities laws in Canada and forward-looking statements within the meaning of applicable securities laws in the United States, including the United States Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking information”). Forward-looking information can be generally identified by words such as “may”, “will”, “anticipate”, “estimate”, “expect”, “intend”, “continue”, “should”, “believe” or the negatives thereof and similar variations. Specifically, forward-looking information in this news release includes, but is not limited to, statements regarding the Offering and the Acquisition, including the terms of the Offering, the completion and the timing of completion of the Offering and the Acquisition, the proposed listing of the Company’s common shares on the NYSE, and the anticipated use of the net proceeds of the Offering. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events.

Forward-looking information is necessarily based on a number of opinions, assumptions and estimates that, while considered reasonable by the Company as of the date of this press release, are subject to known and unknown risks, uncertainties and other factors that may cause the actual results or events to be materially different from those expressed or implied by such forward-looking information, including but not limited to the failure to satisfy the closing conditions to the completion of the Offering and the risks and uncertainties detailed under the “Risk Factors” section of the Company’s current annual information form, the “Risk and Uncertainties” and other sections of the Company’s management’s discussion and analysis of operating results and financial position, the Base Shelf Prospectus, the Registration Statement, the prospectus supplements filed in connection with the Offering and in the Company’s other periodic filings with the Canadian securities regulatory authorities and the SEC from time to time, available at www.sedarplus.com and www.sec.gov, respectively. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. All forward-looking information presented herein should be considered in conjunction with such filings. Although the Company believes the expectations reflected in such forward-looking information and the assumptions upon which it is based are reasonable, no assurance can be given that actual results will be consistent with such forward-looking information, and it should not be unduly relied upon. There can be no assurance that such expectations and assumptions will prove to be correct. The forward-looking information contained in this press release describes 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 information contained herein, whether as a result of new information, future events or for any other reason. The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement.

Exhibit 99.3

 

Boyd Group Services Inc. to Acquire Joe Hudson’s Collision Center,

A Leading Player in the U.S. Southeast Collision Repair Industry

Boyd Concurrently Announces Preliminary Q3 2025 Results

Including Positive Same-Store Sales Growth

Acquisition Highlights:

●

Enhances Boyd’s Presence in the U.S. Southeast: Joe Hudson’s Collision Center (“JHCC”) adds 258 collision repair locations to Boyd’s platform, establishing a leading position in the growing U.S. Southeast region

●

Complementary Business Model Expected to Drive Meaningful Synergies: With complementary geographic presence, growth strategies and operational discipline, the acquisition is expected to generate $35-$45 million in annualized run-rate synergies

●

Established Track Record of Growth and Profitability: JHCC has added 123 locations through acquisitions and 17 locations through new start-ups since the end of 2020 and generated $722 million in sales and 8.7% JHCC Adjusted EBITDA margin for the trailing twelve months ended June 30, 2025 (or 14.4% JHCC Adjusted EBITDA margin with adjustments to JHCC Adjusted EBITDA to approximate IFRS lease accounting treatment for operating lease payments)1

●

Accretive to Margin and Adjusted Net Earnings per share: The acquisition is expected to be accretive to Boyd’s Adjusted EBITDA margin. Additionally, the acquisition is expected to be accretive to Adjusted net earnings per share after synergies in the first full-year, post-close2, as well as double-digit accretive upon full realization of the synergies

●

Attractive Valuation: The purchase price, net of expected tax benefits, represents a purchase price multiple of 9.3x JHCC Adjusted EBITDA for the trailing twelve months ended June 30, 2025, including run-rate adjustments and synergies3

●

Prudent Financing Plan: The financing of the acquisition aligns with Boyd’s long-standing commitment to strong financial discipline. Boyd has fully committed bridge financing in place and intends to fund the purchase price for the acquisition through a combination of drawings on the Company’s revolving credit facilities, proceeds from a concurrently announced equity financing and new senior notes. Boyd expects to return to its current leverage level of 2.7x Net Debt after lease liabilities to Adjusted EBITDA after lease payments potentially as early as the end of 20274

Preliminary Q3 2025 Highlights:

●

Positive Sales Growth: For the third quarter of 2025, Boyd expects to report sales of between $787 million and $792 million, up approximately 5% year-over-year and driven by same-store sales5 growth in the range of 2%-2.5%, as well as sales from new locations that were not in operation for the full comparative period. Based on claims processing platform data for the third quarter, Boyd estimates that the repairable claims across the collision repair industry were down in the range of 3-5%, an improvement over prior quarter

●

Strong Adjusted EBITDA Growth: Boyd expects to report an increase of 21-23% in Adjusted EBITDA compared to the third quarter of 2024 and 12.3-12.5% in Adjusted EBITDA margin compared to 10.7% in the third quarter of 20246

●

Robust New Location Growth: During the third quarter, Boyd added 24 location repair shops, including 17 through acquisition and seven start-ups. At the end of the quarter, Boyd had 1,015 locations

Winnipeg, Manitoba – October 29, 2025 – Boyd Group Services Inc. (TSX: BYD) (“Boyd” or the “Company”) is pleased to announce that it has entered into a definitive agreement to acquire Joe Hudson’s Collision Center from TSG Consumer Partners LP (“TSG”), expanding the Company’s footprint by 258 collision locations across the U.S. Southeast and bringing its total locations to 1,273. In addition, the Company is also announcing its preliminary third quarter 2025 financial results, including positive sales growth and an increase of 21-23% in Adjusted EBITDA compared to the third quarter of 2024.

All dollar amounts in this press release are stated in U.S. dollars.

1	JHCC Adjusted EBITDA and JHCC Adjusted EBITDA margin are non-GAAP measures of JHCC. See “Non-GAAP Financial Measures and Ratios”.

2	Adjusted EBITDA, Adjusted EBITDA margin and adjusted net earnings per share are non-GAAP financial measures of Boyd. See “Non-GAAP Financial Measures and Ratios”.

3	Assumes run-rate and synergies adjustments to JHCC Adjusted EBITDA. See “Non-GAAP Financial Measures and Ratios”.

4	Net Debt before lease liabilities to Adjusted EBITDA adjusted for lease payments is a non-GAAP ratio of Boyd. See “Non-GAAP Financial Measures and Ratios”.

5	Same store sales is a non-GAAP financial measure of Boyd. See “Non-GAAP Financial Measures and Ratios”.

6	See “Non-GAAP Financial Measures and Ratios”

 

JHCC was founded in 1989 and has executed a successful long-term growth strategy of new location and same-store sales growth. Since its founding, JHCC has successfully grown its footprint to 258 collision locations across 18 U.S. states through a combination of new development and acquisitions. In addition to its strong top-line growth, JHCC’s focus on densifying within the U.S. Southeast, as well as executing solid operational performance, has enabled it to establish a track record of strong profitability. For the trailing twelve months ended June 30, 2025, JHCC generated $722 million in sales, $63 million in JHCC Adjusted EBITDA and 8.7% JHCC Adjusted EBITDA margin. With adjustments to JHCC Adjusted EBITDA to approximate IFRS lease accounting treatment for operating lease payments JHCC Adjusted EBITDA was $104 million and JHCC Adjusted EBITDA margin was 14.4%.

“Today’s announcement marks a significant milestone for Boyd, as we accelerate our growth and solidify our position as one of the leading players in the highly fragmented North American collision industry,” said Mr. Brian Kaner, President and CEO of Boyd. “Through the acquisition of JHCC, we are expanding our presence in the growing region of the U.S. Southeast, which was identified through our enhanced go-to-market strategy as a key growth region for Boyd. In addition to the geographic presence, which is complementary to our existing location footprint, JHCC’s growth strategy, operational focus and culture are well aligned with Boyd’s, providing us with confidence in our ability to generate meaningful synergies as well as create strong value for our customers, insurance company clients and shareholders as a result of the acquisition,” added Mr. Kaner.

“This acquisition comes at an exciting time for Boyd, as we continue to make progress on Project 360 as well as other internal initiatives, which have enabled Boyd to expect to report strong results in the third quarter ended September 30, 2025, as compared to the third quarter of 2024. I want to thank the entire Boyd team for all their hard work and dedication enabling us to achieve strong results in the third quarter and look forward to welcoming the JHCC employees to our Company upon closing of the acquisition,” concluded Mr. Kaner.

The purchase price of $1.3 billion represents a purchase price multiple, net of expected tax benefits of approximately $150 million, of 13.3x JHCC Adjusted EBITDA assuming run-rate adjustments for the trailing twelve months ended June 30, 2025.⁷ After giving full effect to Boyd’s expected run-rate annual synergies, the acquisition is valued at approximately 9.3x JHCC Adjusted EBITDA for the trailing twelve months ended June 30, 2025.⁸ Boyd has fully committed bridge financing in place and intends to finance the acquisition through a combination of drawings on its revolving credit facilities, proceeds from a concurrently announced equity financing and new senior notes.

Given the complementary nature of Boyd and JHCC’s businesses and improved density in several regions, Boyd expects to realize run-rate annualized synergies from the acquisition of approximately $35-$45 million. The anticipated synergies include direct and indirect procurement savings and operational efficiency benefits from enhanced density. Management expects to realize approximately 50% of anticipated synergies in the near term, targeting full achievement by 2028.

The strong growth prospects of the combined company, as well as anticipated synergies, are expected to return Boyd’s leverage levels from 3.4x Net Debt before lease liabilities to Adjusted EBITDA adjusted for lease payments at the closing of the acquisition to current levels of 2.7x potentially as early as the end of 2027. In combination, Boyd’s strong balance sheet, expected post-acquisition cash flows, and net proceeds from financings, are expected to provide adequate flexibility for Boyd to continue to pursue the growth strategy laid out in its 5-year strategic plan.

The closing of the acquisition is expected to occur in the fourth quarter of 2025, subject to customary closing conditions and regulatory requirements.

 

7	Assumes run-rate adjustments to JHCC Adjusted EBITDA. See “Non-GAAP Financial Measures and Ratios.”

8	Assumes run-rate and synergy adjustments to JHCC Adjusted EBITDA. See Non-GAAP Financial Measures and Ratios.”

 

Advisors

RBC Capital Markets is acting as exclusive financial advisor and Massumi + Consoli LLP and Axinn, Veltrop & Harkrider LLP are acting as legal advisors to Boyd. Boyd has obtained committed financing from the chartered bank affiliates of RBC Capital Markets, National Bank Capital Markets and TD Securities Inc.

Ropes & Gray LLP is serving as legal counsel to both TSG and Joe Hudson’s Collision Center, with Fasken Martineau DuMoulin S.E.N.C.R.L., s.r.l. also providing legal representation to Joe Hudson’s Collision Center. Harris Williams LLC and BofA Securities are acting as financial advisors to Joe Hudson’s Collision Center.

Conference Call

Management will host a conference call on Wednesday October 29, 2025, at 4:30 p.m. (ET) to review the acquisition of JHCC and the Company’s preliminary 2025 third quarter results. There will be no question and answer session given the concurrent equity offering.

A live webcast of the conference call and accompanying presentation can be accessed by clicking here or at https://app.webinar.net/rYk5wxEPWnM.

You can also join the call by dialing 1-416-945-7677 (Local) or 1-888-699-1199 (Toll-Free). To instantly join the conference call by phone, please use the following link to register, after which the system will call you instantly and connect you to the conference call automatically: https://emportal.ink/42VldBH.

A taped replay of the conference call will be available by dialing 1-289-819-1450 and 1-888-660-6345 and by providing entry code 48630#. The replay will be available until November 5, 2025.

About Boyd

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 under the symbol BYD.

About The Boyd Group Inc.

The Boyd Group Inc. (the “Boyd Group”) is one of the largest operators of non-franchised collision repair centres in North America by number of locations and sales. The Boyd Group operates locations in Canada under the trade names Boyd Autobody & Glass and Assured Automotive as well as in the U.S. under the trade name Gerber Collision & Glass. In addition, the Boyd Group is a major retail auto glass operator in the U.S. with operations under the trade names Gerber Collision & Glass, Glass America, Auto Glass Service, Auto Glass Authority and Autoglassonly.com. The Boyd Group also operates a third-party administrator, Gerber National Claims Services, that offers glass, emergency roadside and first notice of loss services. The Boyd Group also operates a Mobile Auto Solutions service that offers scanning and calibration services.

For more information about Boyd Group Services Inc. and the Boyd Group, please visit our website at www.boydgroup.com.

About JHCC

Joe Hudson’s Collision Center is a leading platform in the collision repair industry operating 258 state-of-the-art auto body repair shops across 18 states in the southeast region of the United States. JHCC employs highly skilled professionals dedicated to providing customers with outstanding customer service and quality repairs. For more information, please visit: https://jhcc.com/

Non-GAAP Financial Measures and Ratios

This press release refers to certain non-GAAP financial measures and ratios of Boyd, such as same store sales, Adjusted EBITDA, Adjusted EBITDA margin, adjusted net earnings per share, and Net Debt before lease liabilities to Adjusted EBITDA adjusted for lease payments, which are not standardized measures under IFRS which is Boyd’s applicable GAAP. In addition, this press release also refers to certain non-GAAP financial measures of JHCC, such as JHCC Adjusted EBITDA and JHCC Adjusted EBITDA Margin, which are not standardized measures under U.S. GAAP, which is JHCC’s applicable GAAP. 

 

Management believes these non-GAAP measures and ratios of Boyd and JHCC are important measures used to evaluate performance of the businesses and that these measures provide transparent and useful supplemental information to help investors evaluate Boyd’s and JHCC’s operating results and financial positions, and the expected impact of the acquisition, particularly in relation to long-term growth. These measures should not be considered as a substitute for, or superior to, measures of financial performance prepared in accordance with IFRS or U.S. GAAP, as applicable.

Forward-looking metrics such as expected synergies, accretion and target leverage are based on certain assumptions and estimates that are subject to change. These forward-looking measures should not be considered guidance or guarantees of future performance.

For additional information regarding Boyd’s metrics of same store sales, Adjusted EBITDA, Adjusted EBITDA margin, net debt and adjusted net earnings per share, including reconciliations to the most directly comparable IFRS measure, where available, refer to Boyd’s Management’s Discussion and Analyses for the year ended December 31, 2024 and the second quarter and six months ended June 30, 2025 under the heading “Non-GAAP Financial Measures and Ratios”. For a reconciliation of net earnings to Adjusted EBITDA for the third quarter of 2024, refer to Boyd’s Management’s Discussion and Analysis for the third quarter and nine-months ended September 30, 2024 under the heading of “Non-GAAP Financial Measures and Ratios”.

Net Debt before lease liabilities to Adjusted EBITDA adjusted for lease payments 

Net Debt before lease liabilities to Adjusted EBITDA adjusted for lease payments is a non-GAAP ratio that helps to assess Boyd’s leverage and ability to service its debt, excluding the impact of lease liabilities from both debt and earnings. Net Debt before lease liabilities means Net Debt excluding lease liabilities and long-term lease liabilities. Adjusted EBITDA adjusted for lease payments is Adjusted EBITDA excluding the interest and principal components of lease payments. Management believes the ratio Net Debt before lease liabilities to Adjusted EBITDA adjusted for lease payments provides a clearer picture of Boyd’s debt burden by focusing on its core operating debt and earnings.

 

JHCC Adjusted EBITDA

JHCC Adjusted EBITDA is used in this press release to mean JHCC management’s reported adjusted EBITDA of earnings from continuous operations before interest expense (net), state franchise tax expense, depreciation and amortization, with further adjustments for acquisition and store opening costs. This press release also includes certain JHCC Adjusted EBITDA figures with an additional add-back for operating lease costs. Boyd believes this adjustment results in a more directly comparable measure for evaluating JHCC’s results against Boyd’s results, as it approximately normalizes for differences between the treatment of leases under IFRS (under which Boyd reports) and U.S. GAAP (under which JHCC reports). JHCC Adjusted EBITDA margin is calculated by dividing JHCC Adjusted EBITDA by total sales of JHCC. The following is a reconciliation of JHCC Adjusted EBITDA:

 

		Six months ended June 30,				Six months ended June 30,				Year ended December 31,				Trailing twelve- months ended June 30,
(thousands of U.S. dollars)			2025				2024				2024				2025
Net loss		$	(10,330	)		$	(12,912	)		$	(25,782	)		$	(23,200	)
Add:
Interest expense			27,848				23,294				51,021				55,575
State franchise tax expense			550				642				946				854
Depreciation and amortization expense			13,863				12,501				25,624				26,986
JHCC Standardized EBITDA		$	31,931			$	23,525			$	51,809			$	60,215
Add:
Acquisition and store opening costs			767				2,717				4,851				2,901
JHCC Adjusted EBITDA		$	32,698			$	26,242			$	56,660			$	63,116	(1)
Add:
Operating lease cost			21,362				16,873				36,504				40,993
JHCC Adjusted EBITDA adjusted for lease payments		$	54,060			$	43,115			$	93,164			$	104,109
JHCC Adjusted EBITDA adjusted for lease payments %			14.3	%			13.3	%			13.9	%			14.4	%

 

(1)

JHCC regularly acquires new locations and develops greenfield locations in its business. We estimate that if JHCC had owned the locations acquired during the last twelve months period ended June 30, 2025 on the first day of such period, approximately $24 million of additional JHCC Adjusted EBITDA would have been recorded, comprised of approximately $5 million of pre-acquisition results reflected as if earned by JHCC at the time of acquisition and approximately $19 million of target mature store contribution levels reflected as if earned by JHCC from the time of acquisition. We further estimate that approximately $37 million of additional JHCC Adjusted EBITDA would have been recorded for the last twelve months period ended June 30, 2025, assuming completion of the acquisition and after giving effect to run-rate cost synergies comprised of: approximately $17 million of direct and indirect procurement savings; approximately $14 million of savings related to organizational efficiencies; and approximately $6 million of savings related to improved densification of the platform.

 

Preliminary Financial Results

The preliminary financial information presented above for the quarter ended September 30, 2025, is estimated and unaudited and has been prepared in good faith on a basis consistent with prior periods based on information available to management of the Company as of the date hereof; however, the Company has not completed its financial closing procedures for the quarter ended September 30, 2025, and actual results could be materially different from these preliminary financial results. As a result, prospective investors should exercise caution in relying on this information and should not draw any inferences from this information regarding financial or operating data not provided. These preliminary financial results should not be viewed as a substitute for full financial statements prepared in accordance with IFRS. In addition, these preliminary financial results are not necessarily indicative of the results to be achieved in any future period. Financial results for the quarter ended September 30, 2025 will be reported on November 12, 2025.

For further information, please contact:

Investor Relations

Boyd Group

ir@boydgroup.com

Caution concerning forward-looking statements

Statements made in this press release, 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 be identified by words like “may”, “will”, “anticipate”, “estimate”, “expect”, “intend”, “continue”, “will”, “proforma”, “potential”, “target”, “plan”, “goal” or the negative thereof or similar variations.

The forward-looking statements in this press release include, without limitation, statements regarding the completion of Boyd’s proposed acquisition of JHCC and expectations regarding timing, strategic and financial benefits (including expected sales and Adjusted EBITDA growth and expected Adjusted net earnings per share accretion) and operational impacts (including to Boyd’s revenue share in relevant states, location count, geographic diversification and relationships with insurance carriers) thereof, expectations that the acquisition will be accretive to margins, potential synergies, timing of realization thereof and the areas from which synergies will be derived, potential tax benefits from the acquisition, expectations regarding the Company’s sources of financing for the acquisition, the Company’s plans to return to its current leverage ratio following closing of the acquisition, and the Company’s business plans, strategies and priorities.

Forward-looking statements involve significant risks, uncertainties and assumptions. Such 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 the results discussed or implied in the forward-looking statements. Specific risks and uncertainties relating to the acquisition include, but are not limited to (i) the completion of the proposed acquisition on the anticipated terms and timing, including the satisfaction of the conditions thereto and our ability to obtain regulatory approvals on favourable terms; (ii) the risk of dilution on a per share basis if the acquisition is not completed; (iii) the failure to realize the anticipated benefits or synergies of the acquisition; (iv) challenges or delays in achieving synergies and in integrating the business of JHCC into our operations; (v) the risk that financing necessary to fund the proposed acquisition may not be obtained or may be more difficult and costly to obtain than anticipated; (vi) the possibility of unexpected material liabilities, disputes or contingencies related to the acquisition; (vii) risks associated with historical financial information of JHCC; (viii) the diversion of management time and attention on the acquisition; (ix) the impact of costs in connection with the acquisition and integration of JHCC into the Company’s operations; (x) risks associated with incurring additional debt to finance the acquisition; and (xi) retention of customers and employees of JHCC. Other factors that could cause results to vary include, but are not limited to the risks and uncertainties detailed under the “Risk Factors” section of Boyd’s Annual Information Form, the “Risks and Uncertainties” and other sections of our Management’s Discussion and Analysis of Operating Results and Financial Position and our other periodic filings with the Canadian securities regulatory authorities and the SEC from time to time, available at www.sedarplus.com and www.sec.gov, respectively. All forward-looking statements presented herein should be considered in conjunction with such filings. These factors are not intended to represent a complete list of the factors that could affect the Company; however, these factors should be considered carefully. 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 information in this press release reflects the Company’s current expectations, assumptions and/or beliefs based on information currently available to the Company, including with respect to such things as conditions in the collision and auto glass repair business, including weather, accident frequency, cost of repair, miles driven and available repairable vehicles; the satisfaction of all closing conditions and completion of the acquisition within the anticipated timeframe; the Company’s ability to complete the integration of JHCC within anticipated time periods and at expected cost levels; the Company’s ability to achieve synergies arising from successful integration of the JHCC business; the impact of the acquisition on growth and accretion in various financial metrics; the accuracy and completeness of the information (including financial information) provided by JHCC; the absence of significant undisclosed costs or liabilities associated with the acquisition; with respect to financing the acquisition, assumptions regarding fees, interest rates and timing of completion; 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 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 information contained herein is expressly qualified in its entirety by this cautionary statement.