May 13, 2013
Boyd Group Income Fund Acquires U.S. Auto Glass Company with 61 Locations
Not for distribution to U.S. newswire services or for dissemination in the United States
- Boyd Group grows U.S. footprint and becomes second largest retail auto glass retail service business in the country -
Winnipeg, Manitoba - May 31, 2013
- Boyd Group Income Fund (TSX: BYD.UN) (“the Fund”, “the Boyd Group” or “Boyd”) today announced that, through a business combination, it has effectively acquired a majority ownership and controlling interest in the retail auto glass business of Glass America, Inc. (“Glass America”), which operates 61 retail auto glass locations across 23 U.S. states under the trade names of Glass America and Auto Glass Services.
The Fund and its existing operating partner will each contribute their interests in their existing U.S. auto glass business (“Gerber Glass”) on a relative valuation basis, along with a US$6.75 million cash equity contribution into the new entity and will receive a combined equity interest of 70%. Boyd will fund US$5.75 million of the equity contribution and will hold 55.19% of the new entity, as well as operating and Board control positions. The shareholders of Glass America will contribute the business of Glass America on a relative valuation basis for a 30% non-controlling interest position. The cash equity contributions by Boyd and its operating partner will be used to pay off third party debt of Glass America.
“This acquisition is very attractive from both a strategic and a financial point of view,” said Brock Bulbuck, President and CEO of the Boyd Group. “The automotive glass restoration business is a natural and complimentary extension of our industry leading collision repair business. This acquisition will increase our U.S. glass business size, both in terms of footprint and annual sales, to become the second largest retail auto glass business in the U.S., servicing 28 states covering approximately 50% of the U.S. population. This retail expansion, in combination with our already established nationwide auto glass network, Gerber National Glass Services, significantly improves our positioning with U.S. insurance company customers. Financially, we expect this acquisition to be immediately accretive to our earnings and cash flow, with significant synergy opportunities available over time as the Glass America operations are integrated into Gerber Glass’s operating model. It will also better position our glass business for growth alongside our growing collision business.”
“We are also pleased with our continuing partnership with our operating partner Eddie Cheskis, CEO of Gerber Glass, who will co-invest with us and will continue as CEO of our much larger U.S. glass business”, added Mr. Bulbuck. “While complimentary to our collision business, we also recognize that the auto glass business is somewhat unique and therefore having a recognized industry leader as an operating partner is of great value.”
“Glass America and its investors will benefit from the transaction by ownership in the second largest windshield repair and replacement entity in the United States and participating in the considerable expected revenue and cost synergy benefits arising from joining with Gerber Glass,” added John Teeger, Chairman of Glass America Inc. “Our customers and employees will benefit from the combined regional spread of operations covering a majority of the states of the U.S., coupled with utilization of the Gerber Glass call center and the financial strength of the combined entity.”
Glass America operates 61 auto glass centers in 23 states and had 2012 revenues of US$43 million. Gerber Glass operates exclusively under a fully mobile retail glass service model in 12 states and in combination with its Gerber National Glass Services network, had revenues of $US19 million in 2012. The Fund believes that, in addition to operational synergies, there are opportunities to grow sales through a combination of same-store sales growth, acquisition growth and market expansion, concurrent with the Boyd Group’s U.S. collision growth.
The Fund’s majority ownership and control position will result in the investment being consolidated into its results by reporting 100% of the new entity’s revenues, expenses and net earnings, offset by non-controlling interest expense for the non-controlling interests’ share of net earnings. The Boyd Group will also have an option and/or obligation to purchase the non-controlling interests’ ownership at agreed upon valuation multiples as early as December 1, 2016 under a call option and as early as June 1, 2015 under a put option and therefore Boyd may own 100% of the merged entity in the future. Under the call and put options, Boyd will have the option, but not the obligation, to pay the purchase price with Boyd units.About The Boyd Group Inc.
The Boyd Group Inc. is the largest operator of collision repair centres in North America. The Company operates locations in the four Western Canadian provinces under the trade name Boyd Autobody & Glass (http://www.boydautobody.com
), as well as in 14 U.S. states under the trade names Gerber Collision & Glass (http://www.gerbercollision.com
), The Recovery Room and Autocrafters. The Company also operates Gerber National Glass Services, an auto glass repair and replacement referral business with approximately 3,000 affiliated service providers throughout the United States. For more information on The Boyd Group Inc. or Boyd Group Income Fund, please visit our website at http://www.boydgroup.com
. About The Boyd Group Income Fund
The Boyd Group Income Fund is an unincorporated, open-ended mutual fund trust created for the purposes of acquiring and holding certain investments, including a majority interest in The Boyd Group Inc. and its subsidiaries. The Boyd Group Income Fund units trade on the Toronto Stock Exchange (TSX) under the symbol BYD.UN. The Boyd Group Income Fund convertible debentures trade on the TSX under the symbol BYD.DB.For further information, please contact:
President & CEO
Tel: (204) 895-1244 email@example.com
Tel: (416) 815-0700 or toll free 1-800-385-5451 (ext. 253)firstname.lastname@example.org
Chief Financial Officer
Tel: (204) 895-1244 email@example.com Caution concerning forward-looking statements
Statements made in this press release, other than those concerning historical financial information, may be forward-looking and therefore subject to various risks and uncertainties. Some forward-looking statements may be identified by words like “may”, “will”, “anticipate”, “estimate”, “expect”, “intend”, or “continue” or the negative thereof or similar variations. Readers are cautioned not to place undue reliance on such statements, as actual results may differ materially from those expressed or implied in such statements. Factors that could cause results to vary include, but are not limited to: dependence upon The Boyd Group Inc. and its Subsidiaries; cash distributions not guaranteed; inability to successfully integrate acquisitions; economic downturn; operational performance; rapid growth; loss of key customers; brand management and reputation; insurance risk; quality of corporate governance; tax position risk; risk of litigation; acquisition risk; credit & refinancing risks; dependence on key personnel; employee relations; decline in number of insurance claims; market environment change; reliance on technology; weather conditions; expansion into new markets; fluctuations in operating results and seasonality; increased government regulation and tax risk; Canadian tax related risk; execution on new strategies; operating hazards; energy costs; U.S. health care costs and workers compensation claims; low capture rates; key supplier relationships; capital expenditures; competition; potential undisclosed liabilities associated with acquisitions; foreign currency risk; margin pressure; acquisition and start-up growth and ongoing access to capital; environmental, health and safety risk; interest rates; unitholder liability limitation and the Fund’s success in anticipating and managing the foregoing risks.
We caution that the foregoing list of factors is not exhaustive and that when reviewing our forward-looking statements, investors and others should refer to the “Risk Factors” section of the Fund’s Annual Information Form, the “Risks and Uncertainties” and other sections of our Management’s Discussion and Analysis of Operating Results and Financial Position and our other periodic filings with Canadian securities regulatory authorities. All forward-looking statements presented herein should be considered in conjunction with such filings.