Exhibit 4.4

 

BOYD GROUP SERVICES INC.

Interim Condensed Consolidated Financial Statements

Three and Six Months Ended June 30, 2025

 

1

BOYD GROUP SERVICES INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (Unaudited)

(thousands of U.S. dollars)

 

						June 30, 2025				December 31, 2024
		Note
Assets
Current assets:
Cash						$	14,685			$	19,997
Accounts receivable							139,542				120,616
Income taxes recoverable							4,276				12,307
Inventory			4				66,552				73,134
Prepaid expenses							41,949				44,663
						267,004				270,717
Property, plant and equipment			5				563,939				529,673
Right of use assets			6				653,251				668,101
Deferred income tax asset							3,018				2,840
Intangible assets			7				335,668				336,943
Goodwill			8				654,918				643,864
Other long-term assets			9				12,153				12,051
						$	2,489,951			$	2,464,189
Liabilities and Equity
Current liabilities:
Accounts payable and accrued liabilities						$	327,939			$	306,942
Dividends payable			10				2,395				2,283
Current portion of long-term debt			11				5,519				8,994
Current portion of lease liabilities			12				118,697				116,849
						454,550				435,068
Long-term debt			11				514,993				498,289
Lease liabilities			12				616,948				627,446
Deferred income tax liability							60,505				68,559
Unearned rebates							3,656				3,964
							1,650,652				1,633,326
Equity
Accumulated other comprehensive earnings							53,244				44,792
Retained earnings							178,665				180,557
Shareholders’ capital							599,885				600,047
Contributed surplus							7,505				5,467
							839,299				830,863
						$	2,489,951			$	2,464,189

The accompanying notes are an integral part of these interim condensed consolidated financial statements

 

Approved by the Board:
BRIAN KANER		DAVID BROWN
Director		Director

 

2

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
						Shares				Amount				Contributed Surplus				Comprehensive Earnings				Retained Earnings				Total Equity
		Note
Balances - January 1, 2024							21,472,194			$	600,047			$	4,539			$	58,313			$	165,427			$	828,326
Other comprehensive loss																			(13,521	)							(13,521	)
Net earnings																							24,544				24,544
Comprehensive (loss) earnings																			(13,521	)			24,544				11,023
Shares issued through exercise of stock options							531								79												79
Stock option accretion															849												849
Dividends to shareholders			10																				(9,414	)			(9,414	)
Balances - December 31, 2024							21,472,725			$	600,047			$	5,467			$	44,792			$	180,557			$	830,863
Other comprehensive earnings																			8,452								8,452
Net earnings																							2,785				2,785
Comprehensive earnings																			8,452				2,785				11,237
Shares issued through exercise of stock options			17				866								115												115
Stock option accretion															431												431
Cancellation of shares			16				(5,784	)			(162	)			162												—
Equity-settled share-based payment															1,330												1,330
Dividends to shareholders			10																				(4,677	)			(4,677	)
Balances - June 30, 2025							21,467,807			$	599,885			$	7,505			$	53,244			$	178,665			$	839,299
Balances - January 1, 2024							21,472,194			$	600,047			$	4,539			$	58,313			$	165,427			$	828,326
Other comprehensive loss																			(5,571	)							(5,571	)
Net earnings																							19,207				19,207
Comprehensive (loss) earnings																			(5,571	)			19,207				13,636
Shares issued through exercise of stock options							182								29												29
Stock option accretion															440												440
Dividends to shareholders			10																				(4,729	)			(4,729	)
Balances - June 30, 2024							21,472,376			$	600,047			$	5,008			$	52,742			$	179,905			$	837,702

The accompanying notes are an integral part of these interim condensed consolidated financial statements

 

3

BOYD GROUP SERVICES INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)

(thousands of U.S. dollars, except share and per share amounts)

 

						Three months ended June 30,								Six months ended June 30,
						2025				2024				2025				2024
		Note
Sales			15			$	780,407			$	779,163			$	1,558,730			$	1,565,710
Cost of sales							414,969				423,698				833,998				857,685
Gross profit							365,438				355,465				724,732				708,025
Operating expenses							271,652				265,889				550,401				536,742
Acquisition and transformational cost initiatives							7,276				1,501				13,773				2,947
Depreciation of property, plant and equipment			5				21,547				17,902				42,394				34,302
Depreciation of right of use assets			6				31,799				31,098				63,414				60,757
Amortization of intangible assets			7				6,868				6,824				13,548				13,383
Fair value adjustments							—				—				1				(7	)
Finance costs							18,023				17,210				35,855				33,332
							357,165				340,424				719,386				681,456
Earnings before income taxes							8,273				15,041				5,346				26,569
Income tax expense (recovery)
Current							9,351				2,007				10,634				4,972
Deferred							(6,500	)			2,208				(8,073	)			2,390
							2,851				4,215				2,561				7,362
Net earnings						$	5,422			$	10,826			$	2,785			$	19,207
The accompanying notes are an integral part of these interim condensed consolidated financial statements
Basic earnings per share			16			$	0.25			$	0.50			$	0.13			$	0.89
Diluted earnings per share			16			$	0.25			$	0.50			$	0.13			$	0.89
Basic weighted average number of shares outstanding			16				21,467,807				21,472,288				21,467,695				21,472,241
Diluted weighted average number of shares outstanding			16				21,523,395				21,477,864				21,524,817				21,480,458

BOYD GROUP SERVICES INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Unaudited)

(thousands of U.S. dollars)

 

		Three months ended June 30,								Six months ended June 30,
		2025				2024				2025				2024
Net earnings		$	5,422			$	10,826			$	2,785			$	19,207
Other comprehensive earnings
Items that may be reclassified subsequently to Interim Condensed Consolidated Statements of Earnings Change in unrealized earnings (loss) on foreign currency translation			8,319				(1,599	)			8,452				(5,571	)
Other comprehensive earnings (loss)			8,319				(1,599	)			8,452				(5,571	)
Comprehensive earnings		$	13,741			$	9,227			$	11,237			$	13,636

The accompanying notes are an integral part of these interim condensed consolidated financial statements

 

4

BOYD GROUP SERVICES INC.

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(thousands of U.S. dollars)

 

						Three months ended June 30,								Six months ended June 30,
						2025				2024				2025				2024
		Note
Cash flows from operating activities
Net earnings						$	5,422			$	10,826			$	2,785			$	19,207
Adjustments for
Fair value adjustments							—				—				1				(7	)
Deferred income taxes							(6,500	)			2,208				(8,073	)			2,390
Finance costs							18,023				17,210				35,855				33,332
Amortization of intangible assets			7				6,868				6,824				13,548				13,383
Depreciation of property, plant and equipment			5				21,547				17,902				42,394				34,302
Depreciation of right of use assets			6				31,799				31,098				63,414				60,757
Other							1,748				232				1,878				911
							78,907				86,300				151,802				164,275
Changes in non-cash working capital items			18				21,531				(7,094	)			18,791				(2,306	)
							100,438				79,206				170,593				161,969
Cash flows used in financing activities
Increase in obligations under long-term debt			11				79,915				112,500				178,377				209,000
Repayment of long-term debt, principal			11				(71,141	)			(71,831	)			(165,268	)			(136,233	)
Repayment of obligations under property leases, principal							(27,702	)			(26,370	)			(54,892	)			(51,067	)
Repayment of obligations under vehicle and equipment leases, principal							(1,386	)			(1,299	)			(2,815	)			(2,567	)
Interest on long-term debt			11				(7,140	)			(7,234	)			(14,102	)			(13,715	)
Interest on property leases							(10,774	)			(9,745	)			(21,555	)			(19,143	)
Interest on vehicle and equipment leases							(222	)			(279	)			(462	)			(548	)
Dividends paid							(2,336	)			(2,356	)			(4,619	)			(4,755	)
Payment of financing costs			11				—				—				—				(829	)
							(40,786	)			(6,614	)			(85,336	)			(19,857	)
Cash flows used in investing activities
Proceeds on sale of equipment and software			5				89				151				648				376
Proceeds on sale / leaseback agreements			5				—				—				9,157				—
Equipment purchases and facility improvements							(11,076	)			(18,962	)			(25,765	)			(39,474	)
Acquisition and development of businesses (net of cash acquired)							(34,001	)			(54,129	)			(72,150	)			(109,028	)
Software purchases and licensing			7				(1,970	)			(104	)			(3,132	)			(222	)
Increase in other long-term assets							(74	)			(243	)			(80	)			(280	)
							(47,032	)			(73,287	)			(91,322	)			(148,628	)
Effect of foreign exchange rate changes on cash							779				(155	)			753				(465	)
Net increase (decrease) in cash position							13,399				(850	)			(5,312	)			(6,981	)
Cash beginning of period							1,286				16,380				19,997				22,511
Cash, end of period						$	14,685			$	15,530			$	14,685			$	15,530
Income taxes paid						$	3,908			$	8,502			$	2,555			$	9,233
Interest paid						$	17,944			$	16,802			$	36,181			$	32,638

The accompanying notes are an integral part of these interim condensed consolidated fin ancial statements

 

5

BOYD GROUP SERVICES INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the three and six months ended June 30, 2025 and 2024

(thousands of U.S. dollars, except share and share amounts)

 

1.	GENERAL INFORMATION

Boyd Group Services Inc. (“BGSI” or the “Company”) is a Canadian corporation and controls The Boyd Group Inc. and its subsidiaries.

The Company’s business consists of the ownership and operation of autobody/autoglass repair facilities and related services. At the reporting date, the Company operated locations in Canada under the trade names Boyd Autobody & Glass and Assured Automotive, as well as in the U.S. under the trade name Gerber Collision & Glass. The Company is also a major retail auto glass operator in the U.S. under the trade names Gerber Collision & Glass, Glass America, Auto Glass Service, Auto Glass Authority and Autoglassonly.com. In addition, the Company operates Gerber National Claim Services (“GNCS”), that offers glass, emergency roadside and first notice of loss services. The Company also operates Mobile Auto Solutions (“MAS”) that offers mobile calibration and diagnostic services.

The shares of the Company are listed on the Toronto Stock Exchange and trade under the symbol “BYD.TO”. The head office and principal address of the Company are located at 1745 Ellice Avenue, Unit C1, Winnipeg, Manitoba, Canada, R3H 1A6.

The policies applied in these interim condensed consolidated financial statements are based on IFRS^® Accounting Standards issued and effective as of August 12, 2025, the date the Board of Directors approved the statements.

 

2.	BASIS OF PRESENTATION

These interim condensed consolidated financial statements for the three and six months ended June 30, 2025 have been prepared in accordance with IAS 34, Interim financial reporting using the same accounting policies and methods of computation followed in the consolidated financial statements for the year ended December 31, 2024, except as detailed below. The interim condensed consolidated financial statements should be read in conjunction with the annual financial statements for the year ended December 31, 2024, which have been prepared in accordance with IFRS^®. These interim condensed consolidated financial statements are presented in U.S. dollars (“USD”).

During the period, the Company made a prospective change to its share-based compensation plan. The Restricted Share Units (RSU) and Performance Share Units (PSU) plan will now be either cash-settled, share- settled or combination of both, at the Company’s discretion. The share-based payment plan was approved by the shareholders on May 14, 2025. The 2025 plan will be accounted for as an equity-settled share-based payment plan.

Under the equity-settled share-based payment plan, shares awarded to employees in terms of the RSUs and PSUs are measured at the fair market value at grant date using, where applicable, an appropriate valuation model. The cost is recognized as compensation expenses with a corresponding increase in equity over the period in which the service and, where applicable, the performance conditions are fulfilled.

 

6

BOYD GROUP SERVICES INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the three and six months ended June 30, 2025 and 2024

(thousands of U.S. dollars, except share and share amounts)

 

3.	ACQUISITIONS

The Company completed five acquisitions that added seven locations during the six months ended June 30, 2025. During the first half of 2025, the Company acquired a single location glass business in California and a single location glass business in Pennsylvania.

BGSI has accounted for the 2025 acquisitions using the acquisition method as follows:

 

The preliminary purchase price allocations for the 2025 acquisitions may be revised as additional information becomes available. Further adjustments may be recorded in future periods as purchase price adjustments are finalized.

A significant part of the goodwill recorded on the acquisitions can be attributed to the assembled workforce and the operating know-how of key personnel. However, no intangible assets qualified for separate recognition in this respect.

Goodwill recognized during 2025 is expected to be deductible for tax purposes.

On the statement of cash flows, included as part of cash used for acquisition and development of business were costs related to the acquisition of businesses, as well as the development of businesses which consisted 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.

 

7

BOYD GROUP SERVICES INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the three and six months ended June 30, 2025 and 2024

(thousands of U.S. dollars, except share and share amounts)

 

4.

INVENTORY

 

 

5.	PROPERTY, PLANT AND EQUIPMENT

 

Additions to property, plant and equipment for the six months ended June 30, 2025 include equipment purchases and facility improvements for established locations; additions related to start-up locations of $29,341, consisting primarily of land, building and equipment; investments in the development of acquired businesses; and investments in the growth of scanning and calibration services.

For the six months ended June 30, 2025, BGSI completed sale and leaseback transactions for three properties (12 months ended December 31, 2024 - 33 properties) for total proceeds of $9,157 (12 months ended December 31, 2024 - $64,854). The loss arising from sale and leaseback transactions during the six months ended June 30, 2025 was $113 (12 months ended December 31, 2024 - gain of $1,153).

 

8

BOYD GROUP SERVICES INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the three and six months ended June 30, 2025 and 2024

(thousands of U.S. dollars, except share and share amounts)

 

6.	RIGHT OF USE ASSETS

 

For the six months ended June 30, 2025, BGSI completed sale and leaseback transactions for three properties (12 months ended December 31, 2024 - 33 properties) for total proceeds of $9,157 (12 months ended December 31, 2024 - $64,854). The loss arising from sale and leaseback transactions during the six months ended June 30, 2025 was $113 (12 months ended December 31, 2024 - gain of $1,153).

 

7.	INTANGIBLE ASSETS

 

 

8.

GOODWILL

 

 

9

BOYD GROUP SERVICES INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the three and six months ended June 30, 2025 and 2024

(thousands of U.S. dollars, except share and share amounts)

 

9.	OTHER LONG TERM ASSETS

Other long term assets consist primarily of rent deposits in the amount of $4,153 (2024 - $4,051) and an investment of $8,000 (2024 - $8,000) to support the growth of the glass business. Investments which do not qualify for equity treatment are recorded as other long term assets.

 

10.

DIVIDENDS

The Company’s Directors have discretion in declaring dividends. The Company declares and pays dividends from its available cash from operations taking into account current and future performance amounts necessary for principal and interest payments on debt obligations, amounts required for maintenance capital expenditures and amounts allocated to reserves.

The Company declared dividends of C$0.153 per share in each of the first and second quarters of 2025 (2024 - C$0.150).

The following is the balance of dividends payable:

 

Dividends to shareholders were declared and paid as follows:

 

 

10

BOYD GROUP SERVICES INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the three and six months ended June 30, 2025 and 2024

(thousands of U.S. dollars, except share and share amounts)

 

11.	LONG-TERM DEBT

Long-term debt is comprised of the following:

 

The following is the continuity of long-term debt:

 

Included in finance costs for the three and six months ended June 30, 2025 is interest on long-term debt of $7,140 and $14,102 respectively (2024 - $7,234 and $13,715 respectively).

 

11

BOYD GROUP SERVICES INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the three and six months ended June 30, 2025 and 2024

(thousands of U.S. dollars, except share and share amounts)

 

12.	LEASE LIABILITIES

The following is the continuity of lease liabilities:

 

Lease expenses are presented in the consolidated statement of earnings as follows:

 

 

12

BOYD GROUP SERVICES INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the three and six months ended June 30, 2025 and 2024

(thousands of U.S. dollars, except share and share amounts)

 

13.	FINANCIAL INSTRUMENTS

Carrying value and estimated fair value of financial instruments

 

(1)

Fair Value Through Profit or Loss

For the Company’s current financial assets and liabilities, including accounts receivable, accounts payable, accrued liabilities and dividends payable, which are short term in nature and subject to normal trade terms, the carrying values approximate their fair value. The fair value of BGSI’s long-term debt has been determined by calculating the present value of the interest rate spread that exists between the actual Term Loan A and the rate that would be negotiated with the economic conditions at the reporting date. As there is no ready secondary market for BGSI’s other long-term debt and other long-term asset, the fair value 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 June 30, 2025 was approximately $154,227 (December 31, 2024 - $140,613).

 

14.	SEASONALITY

BGSI’s financial results for any individual quarter are not necessarily indicative of results to be expected for the full year. Interim period revenues, operating expenses and earnings are typically sensitive to regional and local weather, market conditions, and in particular, to cyclical variations in economic activity and market demand.

 

13

BOYD GROUP SERVICES INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the three and six months ended June 30, 2025 and 2024

(thousands of U.S. dollars, except share and share amounts)

 

15.	SEGMENTED REPORTING

BGSI has one reportable line of business, being automotive collision repair and related services, with all revenues relating to a group of similar services. In this circumstance, IFRS requires BGSI to provide geographical disclosure. For the periods reported, all of BGSI’s revenues were derived within Canada or the United States of America. Reportable assets include property, plant and equipment, right of use assets, goodwill and intangible assets which are all located within these two geographic areas.

 

 

 

 

14

BOYD GROUP SERVICES INC.

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

For the three and six months ended June 30, 2025 and 2024

(thousands of U.S. dollars, except share and share amounts)

 

16.	EARNINGS PER SHARE

 

For the three months ended June 30, 2025, the impact of the stock options issued in 2022 were included in the diluted average number of shares outstanding. The stock options issued in 2021, 2023, 2024 and 2025 could have potentially diluted the basic earnings per share, but their impact was anti-dilutive during these periods.

For the six months ended June 30, 2025, the impact of the stock options issued in 2022 and 2025 were included in the diluted average number of shares outstanding. The stock options issued in 2021, 2023 and 2024 could have potentially diluted the basic earnings per share, but their impact was anti-dilutive during these periods.

For the three and six months ended June 30, 2024, the impact of the stock options issued in 2021, 2022 and 2023 were included in the diluted average number of shares outstanding. The stock options issued in 2024 could have potentially diluted the basic earnings per share, but their impact was anti-dilutive during these periods.

During the first quarter of 2025, Boyd cancelled 5,784 shares pursuant to the Plan of Arrangement involving the conversion of Boyd Group Income Fund to Boyd Group Services Inc., which was effective January 1, 2020. Any shares that were not deposited by December 31, 2024 ceased to represent a right or claim of any kind or nature and have been cancelled.

 

15