Canada Research Boyd Group Income Fund
Transcription
Canada Research Boyd Group Income Fund
Canada Research Published by Raymond James Ltd. Boyd Group Income Fund April 30, 2015 Company Report - Initiation of Coverage BYD.UN-TSX Theoni Pilarinos CFA | 604.659.8234 | theoni.pilarinos@raymondjames.ca Edward Gudewill CFA (Associate) | 604.659.8280 | edward.gudewill@raymondjames.ca Special Situations Outperform 2 C$60.00 target price Boyd is this Good! Launching with an Outperform and $60 Target Recommendation We recommend investors looking for a business with attractive growth prospects, strong and consistent free cash flow, a conservative balance sheet, and a track record of generating solid returns purchase Boyd’s units. Analysis Growth through Consolidation of a Fragmented Industry—The auto collision repair industry is very large ($30+ bln) and currently oversupplied with an abundant number of family-owned single store locations (95% of total locations and 85% of revenues). The majority of single store acquisitions that Boyd targets are familyowned businesses that require a succession plan or, due to limited scale and scope, are facing financial duress. This creates an opportunity for Boyd to purchase single store locations at very attractive prices and generate very attractive returns (historical pre-tax returns of 35%). We believe Boyd will continue to grow by consolidating this highly fragmented industry through both consistent additions of single store locations (SSL) and opportunistic, albeit less frequent, multi-store operator (MSO) acquisitions. Same Store Sales Growth Driven by DRPs, Low Gas Prices, Strong US Economy— The increased usage of Direct Repair Programs (DRP) by insurance companies should allow Boyd to continue growing its market share and same store sales (SSS) growth, in our view. In addition, we believe Boyd’s current program, called the WOW Operating Way, being implemented company-wide will significantly reduce repair cycle times, bolster customer satisfaction, and lead to higher throughput and SSS growth. Finally, a strengthening US economy and the sharp decline in gasoline prices support higher driver frequency and the need for collision repair. Management Team with Proven Track Record of Success and Impressive per Unit Growth—Boyd’s returns to date have been impressive with a 5-year average ROIC of 16%, revenue per unit CAGR of 18%, and adjusted EBITDA per unit CAGR of 21%. At the same time, the company has maintained a conservative balance sheet (net-debtto-EBITDA below 2.0x), grown FCF/unit by 22% in the last 5 years, and increased its distribution almost 20 times in the last 7 years while maintaining a payout ratio below 30%. We believe this can be attributed to an experienced and disciplined management team that does not overpay for acquisitions and is able to efficiently integrate and increase the sales of its acquired locations. Current Price ( Apr-28-15 ) Total Return to Target 52-Week Range Suitability Market Data Market Capitalization (mln) Current Net Debt (mln) Enterprise Value (mln) Units Outstanding (mln, f.d.) 10 Day Avg Daily Volume (000s) Distribution/Yield Key Financial Metrics 2014A EV/Adj. EBITDA 13.6x Adj. P/E 26.4x Adj. EBITDA Margin 8.2% Payout Ratio 17% Net Debt/Equity (mrq) Net Debt/Adj. EBITDA (mrq) BVPS To arrive at our $60.00 target price we apply a 10.0x multiple to our 2016 adjusted EBITDA forecast. This is within Boyd’s 4-year average trading multiple and a slight discount to its automotive retail peer group multiple of 10.4x given the company’s smaller market capitalization (see Exhibits 26 and 27). 1Q Mar 2Q Jun 3Q Sep 4Q Dec Full Year Revenues (mln) Adj. EPU 2014A C$15.0 C$18.1 C$16.9 C$19.0 C$69.0 C$844 C$1.96 2015E 20.7 21.9 22.6 23.1 88.4 1,077 2.17 2016E NA NA NA NA 101.4 1,208 2.65 Source: Raymond James Ltd., Thomson One Please read domestic and foreign disclosure/risk information beginning on page 31 and Analyst Certification on page 30. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 C$846 C$90 C$935 16.4 34 C$0.49/0.9% 2015E 2016E 10.6x 9.2x 23.9x 19.5x 8.2% 8.4% 13% 13% 0.7x 1.3x C$8.31 Company Description Headquartered in Winnipeg, Manitoba, Boyd Group Income Fund (Boyd), through its operating company, Boyd Group Inc. and its subsidiaries, is the largest operator of non-franchised collision repair centres in North America in terms of number of locations and one of the largest in terms of sales. Valuation Adj. EBITDA (mln) C$51.70 17% C$55.38 - C$36.45 Growth Canada Research | Page 2 of 35 Boyd Group Income Fund Table of Contents Investment Thesis ................................................................................................................................................ 3 Three Pronged Growth Strategy .......................................................................................................................... 4 Single Store Location Growth: Start-ups or Acquisitions ........................................................................ 4 Multi-Store Operations Growth .............................................................................................................. 5 Same Store Sales (SSS) Growth & Operational Excellence ...................................................................... 8 Company Overview.............................................................................................................................................. 11 Industry Overview ............................................................................................................................................... 16 Financial Analysis & Outlook................................................................................................................................ 19 Valuation & Recommendation ............................................................................................................................ 22 Appendix A: Corporate Structure ........................................................................................................................ 24 Appendix B: Financial Statements ....................................................................................................................... 25 Risks ..................................................................................................................................................................... 28 Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Boyd Group Income Fund Investment Thesis We are initiating coverage on Boyd Group Income Fund (Boyd) with an Outperform rating and $60.00 target price. We recommend investors looking for a business with attractive growth prospects, strong and consistent free cash flow, a conservative balance sheet, and a track record of generating solid returns purchase Boyd’s units. Growth through Consolidation of a Fragmented Industry—The auto collision repair industry is very large ($30+ bln) and currently oversupplied with an abundant number of familyowned single store locations (95% of total locations and 85% of revenues). The majority of single store acquisitions that Boyd targets are family-owned businesses that require a succession plan or, due to limited scale and scope, are facing financial duress. This creates an opportunity for Boyd to purchase single store locations at very attractive prices and generate very attractive returns (historical pre-tax returns of 35%+). Over the last three years, Boyd has grown an average of 8% per year by adding ~50 single store locations (SSL) and ~$100 mln in revenues. With ample potential acquisition opportunities and a strong track record to date, we view SSL acquisitions as a solid, sustainable avenue for future growth. Larger Acquisitions Still on the Growth Course; Possibly at a Lower Speed—Boyd’s growth through acquiring multi-store operators (MSO) has been prolific, averaging 25% over the last 3 years. The increased presence of private equity has caused multiples to increase and while Boyd’s management team continues to see MSO growth prospects, they are committed to maintaining a disciplined acquisition approach. The implication of this, in our view, is that growth will shift increasingly towards single location growth, as well as same store sales growth. That said, we do not dismiss potential MSO acquisitions as a catalyst for growth, as we believe that management is adept at identifying opportunities including smaller sized MSOs, such as that of Craftmaster (6 locations) earlier this year. We also expect the management team is able to acquire and expand in other related markets, similar to its acquisitions of Glass America in 2013 and Netcost Claims Services last year. Notably, Boyd has $175-$200 mln in “dry powder” to act on opportunities as they occur. Same Store Sales Growth Driven by DRPs, Low Gas Prices, Strong US Economy—The increased usage of Direct Repair Programs (DRP) by insurers should allow Boyd to continue growing its market share and same store sales growth, in our view. Increasingly, insurance companies are becoming more objective and using repair cycle times and customer satisfaction when determining where to refer their clients for collision repair services. In addition, some insurance companies are moving towards fewer suppliers. In our view, these trends play in Boyd’s favour given its status as one of the top three multi-shop operators in North America and its current initiative called the WOW Operating Way being implemented which should significantly reduce repair cycle times, bolster customer satisfaction, and lead to higher throughput/SSS growth. Finally, a strengthening US economy and the sharp decline in gasoline prices support higher driver frequency and the need for collision repair. More specifically, January 2015 data from the US Department of Transportation show a surge in vehicle miles by 4.9% y/y following a 5.0% increase in December, the largest increase since March 2004 (see Exhibit 24). Management Team with Proven Track Record of Success and Impressive per Unit Growth— Boyd’s returns to date have been impressive with a 5-year average ROIC of 16%, revenue per unit CAGR of 18%, and adjusted EBITDA per unit CAGR of 21%. At the same time, the company has maintained a conservative balance sheet (net-debt-to-EBITDA below 2.0x), grown FCF/unit by 22% in the last 5 years, and increased its distribution almost 20 times in the last 7 years while maintaining a payout ratio below 30%. We believe this can be attributed to an experienced and disciplined management team that does not overpay for acquisitions and is able to efficiently integrate and increase the sales of its acquired locations. Valuation—Going forward, we expect similar ROIC and double digit growth rates in revenue and adjusted EBITDA. To arrive at our forecasts, we assume Boyd acquires a total of 30 and 40 locations and achieves 4% and 6% US SSS growth in 2015E and 2016E, respectively (0% in Canada). In addition, F/X should help bolster Boyd’s topline (~8% as per our forecasts) assuming a conversion rate of C$1.20/USD in 2015. We assume some margin expansion as acquisitions are integrated and the business sees the benefits of the WOW Operating Way (though we believe there is room for upside here).To arrive at our target price we apply a 10.0x multiple to our 2016 forecast. This is within Boyd’s 4-year average trading multiple and a small discount its automotive retail peer group multiple (see Exhibits 26 and 27). Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Canada Research | Page 3 of 35 Canada Research | Page 4 of 35 Boyd Group Income Fund Three Pronged Growth Strategy Boyd’s management team has communicated a clear, three pronged strategy for growth. It includes (i) the addition of single store locations; (ii) acquiring multi-shop operations; and (iii) increasing same store sales. Boyd’s plans for growth work hand-in-hand with its overall company strategy, which also includes achieving operational excellence and expense reductions (see Exhibit 1). Achieving these goals, which we discuss below, positions Boyd to strengthen its DRP relationships, increase market share, and leverage its existing infrastructure over time. Exhibit 1: Boyd’s Strategy - Optimizing returns from existing operations by achieving same store sales growth; - Grow the business by 6-10% through the opening or acquiring of new single locations in addition to being alert to opportunities for accelerated growth through the acquisition of other multilocation businesses; - Expense management through focus on cost containment and efficiency improvements; and - Use of best practices, economies of scale, infrastructure and systems to enhance profitability and achieve operational excellence. Source: Boyd Group Income Fund, Raymond James Ltd. Single Store Location Growth: Start-ups or Acquisitions Boyd’s goal is to grow revenues by 6-10% through the acquisition of existing single store businesses or the start-up of new locations. Using 2014 revenues as a base year, this implies the addition of between 19 to 32 locations (at $2.6 mln revenue/ location) over the course of 2015E. As per the Romans Group, the collision market is very large ($30+ bln) with single stores representing over 95% of total locations and 85% of the $30+ bln in market revenues. In our view, this provides Boyd with ample opportunities to continue consolidating the market (please see the Industry section of this report for more details). When determining where to add new single store locations, Boyd targets regions where it has an established presence in order to leverage its brand awareness and existing network. Boyd is very familiar with operators in most of its regions but will also use referrals from business brokers to identify opportunities. The majority of single store acquisitions that Boyd targets are familyowned businesses that require a succession plan or, due to limited scale and scope, are facing financial duress. This creates an opportunity for Boyd to purchase single store locations at very attractive prices (at times asset value). Boyd reports an average investment for a new location, be it a start-up or acquisition, ranging from $400,000 to $600,000 and historical pre-tax adjusted EBITDA returns of 35%+ (see Exhibit 2; note that Boyd stopped disclosing returns after 2012 for Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Boyd Group Income Fund Canada Research | Page 5 of 35 competitive reasons, but we understand that these rates continue to be similar). Boyd typically uses cash, debt, seller financing or capital leases to fund the purchase of start-ups or single locations. Exhibit 2: Historical ROIC on Single Store Locations Year 2006 2007 2008 2009 2010 2011 2012 Locations Acquired 3 2 3 8 8 9 15 Sales (C$ mln) $8.0 $8.8 $9.0 $14.0 $14.0 $15.0 $17.0 Adjusted EBITDA (%) 9% 17% 11% 6% 7% 5% 5% Adjusted EBITDA (C$ mln) $0.7 $1.5 $1.0 $0.8 $1.0 $0.8 $0.9 ROIC (%) 32% 182% 90% 18% 32% 16% 10% Source: Boyd Group Income Fund (2012 Annual Report), Raymond James Ltd. In both an acquired or start-up scenario, leadership teams from locations within the area take over the operation (and possibly any staff) and work to integrate it into the greater Boyd network and processes. As evidenced by the returns above, Boyd has been able to acquire and integrate single stores with great success. Over the last three years, Boyd has grown by ~50 single store locations (primarily acquired locations), adding ~$100 mln in revenues for an average annual growth rate of 8% (see Exhibit 3). Exhibit 3: Single Store Location Revenue Growth (2010-2014) 25 10% 9% 8% 7% 15 6% 5% 10 4% Y/Y % Growth Single Stores Added 20 3% 5 2% 1% 0 0% 2010 2011 2012 New Single Store Locations 2013 2014 Y/Y % Growth (rt-axis) Source: Boyd Group Income Fund, Raymond James Ltd. We view this pillar of Boyd’s growth strategy very positively and believe the company’s local presence and knowledge provide a competitive advantage when making acquisitions or opening greenfield locations. We see value in the low capital costs and high returns that Boyd is able to achieve by injecting its processes, leadership, purchasing power, and relationships into new locations. We like Boyd’s ability to grow at a rate of 6-10% with incremental returns on capital in excess of 35%. With ample potential acquisition opportunities and a strong track record to date, we view single store location start-ups and acquisitions as a solid, sustainable avenue for accretive growth. Multi-Store Operations Growth Boyd’s goal is to be opportunistic for accelerated growth through the acquisition of other multilocation businesses or multi-store operators (MSO). In the last three years, Boyd has achieved an average growth rate of 25% related to MSO acquisitions (see Exhibit 4). As per the Romans Group, MSOs make up 16% of the total market and have been rapidly consolidating, with an increasing Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Canada Research | Page 6 of 35 Boyd Group Income Fund presence of private equity (who own Boyd’s main competitors). Please see our Industry section for details. Exhibit 4: Multi-Store Operations Acquired Revenue Growth (2010-2014) 40 30% 35 25% 20% 25 20 15% 15 10% Y/Y % Growth New MSOs Added 30 10 5% 5 0 0% 2010 2011 2012 2013 New MSO Locations 2014 Y/Y % Growth (rt-axis) Source: Boyd Group Income Fund, Raymond James Ltd. When evaluating MSO opportunities, Boyd typically seeks out “platform” acquisitions that would allow it to establish a toehold in a new or contiguous market, expand its presence meaningfully in an existing market, or provide some other strategic benefit such as a complementary line of business (i.e. glass). With a shortlist of dominant companies in the MSO market, most players are familiar with one another and quickly become aware when a peer becomes available for sale. When opportunities do arise, Boyd undergoes a rigorous due diligence process. While deal multiples are not disclosed, we estimate that historically they have been ~4.5x EBITDA, but have more recently increased to ~9.0x EBITDA (see Exhibit 5). This estimate is based on our assumption that acquired businesses have an adjusted EBITDA margin of 8%. Exhibit 5: Boyd Group Estimated Acquisition Multiples of Multi-Store Operations (Last 5 Years) Date Acquired Co. Price (mlns, USD) Sales (mlns, Locations USD) Sales per Location EBITDA (mlns, USD) Jun 2010 True2Form $18.0 37 $71.0 $1.9 $5.7 8% 3.2x Jun 2011 Cars Collision $21.0 28 $65.0 $2.3 $5.2 8% 4.0x Jan 2012 Master Collision $11.7 8 $20.0 $2.5 $2.0-2.5* 10-12.5% 4.7x-5.9x* Jun 2012 Pearl Auto Body $4.4 6 $13.0 $2.2 $1.0* 8% 4.2x* Nov 2012 Recovery Room $7.3 11 $23.0 $2.1 $1.8 8% 4.0x Nov 2012 Autocrafters $19.5 14 $32.6 $2.3 $3.6* 10% 5.4x* Sep 2013 Hansen Collision $23.6 25 $38.0 $1.5 $3.0 8% 7.8x Apr 2014 Collision Revision $32.5 25 $50.0 $2.0 $4.0 8% 8.1x Jun 2014 Collex Collision $45.0 16 $46.0 $2.9 $3.7 8% 12.2x Sep 2014 Champ's Collision $35.0 7 $37.0 $5.3 $3.0 8% 11.8x Jan 2015 Craftmaster $7.4 6 $13.6 $2.3 $1.1 8% 6.8x Assumed Implied EBITDA (%) EV/EBITDA Average ~4.4x Average ~9.0x *EBITDA disclosed and includes synergies Note: Price, location, and sales are from Boyd; all other figures are RJL estimates Source: Boyd Group Income Fund, Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Boyd Group Income Fund Canada Research | Page 7 of 35 Many of Boyd’s MSO acquisitions have been funded internally, but depending on deal size and total company leverage (less than 2.0x EBITDA target), Boyd accesses the markets for this type of growth. MSO acquisitions are reported to be immediately accretive to cash flow and earnings even after considering dilution (the 2012 acquisition of The Recovery Room was the only exception with accretion expected within the first year). This claim is backed by some of Boyd’s return metrics, which shows earnings per unit growth tracking in-line with revenue growth (see Exhibit 6). Exhibit 6: Revenue and EBITDA Growth per Unit (2010-2014) $60 5 Yr Revenue/Unit CAGR: 18% 5 Yr EBITDA/Unit CAGR: 21% $5.00 $4.50 $50 $4.00 $3.50 $40 $3.00 $30 $2.50 $2.00 $20 $1.50 $1.00 $10 $0.50 $- $- 2010 2011 Revenue/Unit 2012 2013 2014 EBITDA/Unit (rt-axis) Source: Boyd Group Income Fund, Raymond James Ltd. Integration is a key success factor in each acquisition, particularly since Boyd tries to retain the operational leadership team of the acquired business. Through over 10 MSO acquisitions in the last 5 years, Boyd has developed a very extensive “checklist” that takes new shops through a process that begins pre-acquisition and spans several months post-purchase. Extensive communication, which includes listening to complaints and concerns and, where appropriate, retaining existing shop practices, is a major part of the process. So too is thorough identification of upcoming milestones that must be achieved. While very experienced, management humbly acknowledges that it continues to learn with every new deal. As per our Industry section, the collision repair market is rapidly changing and as the industry evolves, so too does Boyd’s goals and evaluation of its MSO opportunities. The increased presence of private equity has caused multiples to increase and while Boyd’s management team continues to see MSO growth prospects, they are committed to maintaining a disciplined acquisition approach. The implication of this, in our view, is that growth will shift increasingly towards single location growth, as well as same store sales growth (discussed next). That said, we do not dismiss potential MSO acquisitions as a catalyst for growth. While we expect to see fewer of the large-MSO acquisitions per year in the auto collision repair market going forward, we believe that management is adept at identifying opportunities, including smaller sized MSOs such as that of Craftmaster (6 locations) earlier this year. We also expect the management team is able to acquire and expand in other related markets, similar to its acquisitions of Glass America in 2013 and Netcost Claims Services last year. These two acquisitions built upon Boyd’s glass business, which before acquiring a 70% interest in Glass America in 2013, offered fully mobile retail glass services in 12 states and had revenues of ~$20 mln. With the Glass America acquisition, Boyd’s glass business became the second largest US glass business both in terms of size and footprint (28 states). In the US, it also significantly improved its position with insurance companies. Last May, Boyd acquired Netcost Claims Services, which further expanded the third party administration business (TPA). TPAs serve the fleet management and insurance-funded segments of the auto glass repair industry by providing a complete, outsourced solution from the time that a claim is made to the time the repair is Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Canada Research | Page 8 of 35 Boyd Group Income Fund finished. The acquisition of Netcost also brought Boyd the benefit of owning and operating its own call centre (see Exhibit 7). Exhibit 7: Boyd’s Acquisition of Related Businesses Date Revenue at time of acquisition (US, mlns) Acquired Co. Name Glass Network Division of Globe-Amerada Glass Renamed Gerber National Glass Services (GNGS) Jan 2005 $12.5 May 2013 Glass America (70% Controlling Interest) $43.0 May 2014 Netcost Claims Services $25.0 Source: Boyd Group Income Fund, Raymond James Ltd. The glass industry is highly fragmented with the number one player, Safelite AutoGlass, dominating the market (~$1 bln in revenues vs. Boyd’s ~$100 mln in a $3-$4 bln market). While the auto glass repair market is much smaller in size than the auto collision repair market, it is just one example of the avenues of alternative acquisition growth that Boyd can pursue as part of its MSO strategy, in our view. Finally, we note that on Boyd’s last conference call, management stated it is unlikely to consider a higher payout model as it sees ample opportunities for growth— be it in collision repair or otherwise—over the course of at least the next five years. Same Store Sales (SSS) Growth & Operational Excellence The auto collision repair industry is a stable to moderately declining industry due to various factors including demographics, advancements in technology, fewer registered vehicles, and lower vehicle usage. On a quarterly basis, growth rates are impacted by cyclical and seasonal factors such as weather, and macro factors such as employment and gas prices (see Exhibit 8). Boyd has nonetheless been able to achieve several years of positive same store sales growth as it wins market share from its peers (see Exhibit 9). Exhibit 8: Boyd Historical Same Store Sales Growth (1Q05-4Q14) 12.0% 9.0% 6.0% 3.0% 0.0% -3.0% -6.0% 4Q14 3Q14 2Q14 1Q14 4Q13 3Q13 2Q13 1Q13 4Q12 3Q12 2Q12 1Q12 4Q11 3Q11 2Q11 1Q11 4Q10 3Q10 2Q10 1Q10 4Q09 3Q09 2Q09 1Q09 4Q08 3Q08 2Q08 1Q08 4Q07 3Q07 2Q07 1Q07 4Q06 3Q06 2Q06 1Q06 4Q05 3Q05 2Q05 1Q05 -9.0% Source: Boyd Group Income Fund, Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Boyd Group Income Fund Canada Research | Page 9 of 35 Exhibit 9: Boyd Historical Same Store Sales Growth (2010-2014) 9.0% Growing national presence and market share gains; Favourable weather conditions in the winter of 2013/14 7.2% Improved market conditions and weather related activity in Q4. 6.0% 6.0% 4.1% Soft market conditions and weak USD 3.0% Mild and dry winter 1.4% 0.3% 0.0% 2010 2011* 2012 2013 2014 *Normalized for a hail storm in 2010, SSS growth would have been 8% in 2011 vs. the 6% shown. Source: Boyd Group Income Fund, Raymond James Ltd. We believe Boyd’s SSS growth and market share gains can be attributed to the increasing usage of Direct Repair Programs by insurance companies. In a DRP, a collision shop and an auto insurer enter a contract whereby an insurance company refers its claimants to the collision shops that participate in its DRP. The advantage of a DRP to an insurer is the ease of dealing with fewer, higher quality providers, while the advantage to a collision shop is a steady stream of referrals. Boyd reports that in addition to increasing DRP usage, there is a preference amongst some insurance carriers to consolidate DRP repair volumes with a fewer number of repair shops (favouring MSOs). In our view, this trend continues to pose an opportunity for Boyd to win share with insurance carriers and, in turn, improve its SSS growth. When selecting its DRP partners, insurers often use a “balanced score card approach” that emphasizes repair cycle times, amongst other factors (i.e. customer satisfaction ratings, the cost of repair, convenience, work quality, etc.). Insurers have moved increasingly towards using these objective metrics (vs. historically relying on existing relationships), thus creating an opportunity for high performers to increase market share. WOW Operating Way to Reduce Cycle Times, Increase Same Store Sales Growth In order to elevate its ranking, Boyd recently increased its focus on reducing its repair cycle times and increasing its customers satisfaction levels. More specifically, in 2013 Boyd procured a consulting firm to determine if a 5-7 day repair cycle was possible. For context, the company estimates the US industry average runs in the range of 10.5-12 days with MSOs, including Boyd, averaging about 2 days faster than the average. Working with consultants, Boyd was made aware of several “lost days” of productivity, which are prevalent in the industry at large (see Exhibit 10). For example, several days were lost due to wait times between when a customer dropped off his car to when technicians commenced repairs, between when repairs were completed to customer pick-up, and while parts were on order. Boyd worked with consultants over the course of 18 months and invested US$3.5 mln to develop a process called the “WOW Operating Way.” The process includes better scheduling of vehicle intake, a more thorough assessment of repair needs and mirroring of parts, and scheduling a committed output date. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Canada Research | Page 10 of 35 Boyd Group Income Fund Exhibit 10: Industry Average Repair Cycle Times There remains a great deal of opportunity to reduce costs a nd i mprove satisfaction by managing the da ys l ost between vehicle in a nd repairs s ta rted and repairs completed and vehicle out. Vehi cle In to Repairs Started Days Avg Repairs Started to Repairs Completed Avg Driveable Non-Driveable Repairs Completed to Vehi cle Out Days Avg Los s Report to Vehicle Out Da ys Avg 0 5 10 15 20 25 30 Source: CCC Information Services, Raymond James Ltd. The initiative is still in its early stages but the results have been impressive, in our view, with repair cycle times meaningfully better in shops where the WOW Operating Way has been put in place. We visited a shop where WOW Operating Way was implemented, and the management team spoke to previously unmatched improvements. Boyd is “certifying” its shops on a market by market basis, with about 30 shops (of over 300) currently complete. To date, the largest obstacle has been employee adoption with some experienced mechanics and operators (who historically operated quite independently) opposed to change and the imposition of a specified process. Management believes that consistency of message, commitment to the program, and adoption at the highest levels will help enable a successful implementation. As well, demonstrating to all team members that the process would ultimately result in better throughput and higher returns at the individual level has encouraged adoption. Boyd has not publically stated its goal for total company implementation, but we expect to hear updates as the year progresses and will be looking for more measurable goals at year-end. In the meantime, we expect that the WOW Operating Way will be a potential catalyst for improved SSS growth. Expense Management In addition, we also expect the WOW Operating Way to contribute to expense management, the final component of Boyd’s strategy. As shown in Exhibit 11, operating expenses make up the greatest portion of Boyd’s costs (~38% of sales). Very roughly, at the location level, rent, property taxes, and occupancy costs (i.e. utilities and maintenance) represent 10% of sales and indirect labour (i.e. management and support) are 13-15%. That translates into a relatively high fixed cost base of 25% of sales. SSS growth would allow for better asset utilization and higher rates of incremental return per revenue dollar, and would be the ultimate driver for reducing costs as a percent of sales. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Boyd Group Income Fund Canada Research | Page 11 of 35 Exhibit 11: Boyd’s Operating Expenses as % of Sales (Last 10 Years) 41% 40.5% In 2010 Boyd's opex started to creep up due to increasing acquisition activity. In addition, changes in mix (i.e. more glass) has contributed to some of the increase. 41% 40% 39.5% 40% 39.1% 39% 38.8% 38.4% 39% 38.4% 37.9% 38% 38.0% 38.0% 2010 2011 38.0% 37.8% 38% 37% 37% 36% 2004 2005 2006 2007 2008 2009 2012 2013 2014 Source: Boyd Group Income Fund, Raymond James Ltd. Company Overview Headquartered in Winnipeg, Manitoba, Boyd Group Income Fund, through its operating company, Boyd Group Inc. and its subsidiaries, is the largest operator of non-franchised collision repair centres in North America in terms of number of locations and one of the largest in terms of sales. Boyd currently operates collision repair centres in 5 Canadian provinces as Boyd Autobody & Glass, as well as in 17 US states, primarily under the name Gerber Collision & Glass. Recent acquisitions have resulted in locations under the name Champ’s Collision Centers and Craftmaster, though these trade names are to be rebranded within the next six to twelve months as part of the company’s single brand strategy (see Exhibit 12). Boyd is also a major retail auto glass operator in the US with locations across 28 states under the trade names Gerber Collision & Glass, Glass America, Auto Glass Services, Auto Glass Authority and Autoglassonly.com. Finally, Boyd operates a wholesale glass business and third-party administrator, Gerber National Claims Services (GNCS). GNCS holds contracts with insurance companies to handle all of their glass claims and then fulfills them with glass providers—both inside and outside of Boyd’s network. GNCS operates its own call center and offers first notice of loss, glass and related services. GNCS has 5,500 affiliated service providers and 4,600 affiliated emergency roadside services providers throughout the US. In total, glass makes up ~10% of Boyd’s business. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Canada Research | Page 12 of 35 Boyd Group Income Fund Exhibit 12: Boyd’s Trade Names and Locations Source: Boyd Group Income Fund High Usage of Direct Repair Programs (DRP) by Boyd’s Largest Customers Despite its Canadian roots, the majority of Boyd’s customers are located in the US (~90% of revenues). The majority of Boyd’s customers, both in Canada and the US, are insurance companies (~90% of revenues) while the balance of its customer base is made up of individual vehicle owners, as well as fleet and lease customers (see Exhibit 13). Exhibit 13: Boyd’s Customers by Country and Type (2014) Customer / other, 10% Canada, 10% US, 90% Insurance, 90% Source: Boyd Group Income Fund, Raymond James Ltd. Most of Boyd’s insurance-related revenues are earned through Direct Repair Programs. In a DRP, a collision shop and an auto insurer enter a contract whereby an insurance company refers its claimants to the collision shops that participate in its DRP. The advantage of a DRP for an insurer is the ease of dealing with fewer, higher quality providers, while the advantage to a collision shop is a steady stream of referrals. Boyd has relationships with most private insurers in the regions it operates (i.e. the US, and Canadian markets other than Manitoba and Saskatchewan). Its exposure to insurance companies is relatively diversified with its top 5 largest customers accounting for 47% of revenues and its largest customer representing 16% of revenues. In Saskatchewan, Manitoba, and British Columbia, government-owned insurance companies have either exclusive or semi-exclusive rights to provide insurance to automobile owners. These insurers do not typically refer insured car owners to specific collision repair centres. In these markets, Boyd manages its insurance relationships through active participation in industry Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Boyd Group Income Fund Canada Research | Page 13 of 35 associations. Most of Boyd’s marketing efforts, however, are focused on attracting business from individual vehicle owners through consumer based advertising. Company History The Boyd Group opened its first Boyd Autobody collision repair facility in Winnipeg, Manitoba on November 1, 1990. Five years later, Boyd had grown to 12 locations in western Canada. By 1997, The Boyd Group became incorporated with the goal of becoming the leader of the auto body industry in North America. After becoming the largest collision repair operator in Canada in 1999, Boyd opened the company's first US location. In 2004, Boyd expanded its US footprint, acquiring Gerber Collision & Glass and its 16 locations. In 2005, Boyd acquired the Globe Amerada Glass Network (re-branded as Gerber National Glass Services), a customer referral network. These acquisitions, however, proved to be unfortunately timed as business conditions in the US softened, a key insurer changed its pay rates, and the Canadian dollar suffered a loss in value vs. the US dollar. At the same time, Boyd was fairly levered (debt-to-EBITDA of ~6.0x). Given the circumstances, Boyd announced a temporary suspension of its dividend in December 2005. Thereafter, management redirected its efforts from acquisitions to improving its financial performance and strengthening its balance sheet. Combined with improved US demand, Boyd’s actions achieved the desired results and the fund was able to reinstate a monthly dividend of $0.015 per unit in December 2007. Exhibit 14: Boyd Timeline (January 2002 to Present) $60 Boyd Group Income Fund - Share Pricing $50 25 24 28,29 26 $40 21 $30 27 23 22 20 19 18 $20 15,16, 17 14 11 2 $10 5 3,4 9 6 1 13 12 10 8 7 Number 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Description Boyd reorganized into an income trust structure (2003) $14 mln bought deal private placement (2004) Acquisition of The Gerber Group (16 locations; Chicago Area, IL) (2004) Rebranding of US operations to Gerber Collision & Glass (2004) Acquisition of Globe Amerada Glass (Referral business; 7,000 partners) (2005) Distribution reduced to $0.70/unit from $1.14/unit (2005) Distribution payout suspended (2005) Distribution payout resumed ($0.15/unit) (2007) Appointment of Brock Bulbuck as CEO (2010) Acquisition of True2Form Collision Repair Centers (37 locations) (2010) Acquisition of Cars Collision Center (28 locations; Midwestern US) (2011) $14 mln bought deal equity issuance & $7.1 mln secondary bought deal (2011) Acquisition of Master Collision Repair (8 locations; Tampa Area, Florida) (2012) Acquisition of Pearl Auto Body (6 locations; Denver Area, Colorado) (2012) Acquisition of The Recovery Room of Central Florida (11 locations; FL) (2012) Source: Boyd Group Income Fund, Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Jan-15 Apr-15 Jul-14 Oct-14 Jan-14 Apr-14 Jul-13 Oct-13 Jan-13 Apr-13 Jul-12 Oct-12 Jan-12 Apr-12 Jul-11 Oct-11 Jan-11 Apr-11 Jul-10 Oct-10 Jan-10 Apr-10 Jul-09 Number 16 17 18 19 20 21 22 23 24 25 26 27 28 29 Oct-09 Jan-09 Apr-09 Jul-08 Oct-08 Jan-08 Apr-08 Jul-07 Oct-07 Jan-07 Apr-07 Jul-06 Oct-06 Jan-06 Apr-06 Jul-05 Oct-05 Jan-05 Apr-05 Jul-04 Oct-04 Jan-04 Apr-04 Jul-03 Oct-03 Jan-03 Apr-03 Jul-02 Oct-02 Jan-02 Apr-02 $0 Description Acquisition of Autocrafters (14 locations; Northern Florida) (2012) $34.2 mln bought deal convertible debentures (2012) Acquisition of Glass America (61 locations, 23 States) (2012) Acquisition of Hansen Collision and Glass (25 locations; MI, IN) (2013) $64 mln bought deal equity issuance (2013) New $100 mln USD Credit Facility (2013) Finalizes Paint Supplier agreement (2014) Acquisition of Collision Revision (25 Locations; IL, IN, FL) (2014) Acquisition of Netcost Claims Services (2014) Acquisition of Collex Collision Experts (16 locations; MI, FL) (2014) Acquisition of Champ's Holding Company (7 locations; southeast Louisiana) (2014) $100 mln bought deal equity and convertible debenture financing (2014) Appointment of Pat Pathipati as EVP and CFO, succeeding Dan Dott (2015) Acquisition of Craftmaster Auto Boyd (6 locations, FL) (2015) Canada Research | Page 14 of 35 Boyd Group Income Fund In 2010, under the current management team with CEO Brock Bulbuck, Boyd slowly resumed its acquisition strategy with the acquisition of True2Form Collision Repair Centers and ramped up to its most active year (in terms of number of locations acquired) in 2014. Boyd continues to acquire MSOs in 2015 with its most recent acquisition of Craftmaster in January. Exhibit 15: Boyd’s Acquisition History of Multi-Store Operators (2010-YTD) 177 170 +7 154 104 +6 +16 129 90 183 +25 +25 79 73 65 +8 +11 +14 +6 +28 +37 True2 Form Cars Collision 2010 2011 Master Collision Pearl Auto Body Recovery Room Autocrafters Hansen Collision 2012 2013 Collision Revision Collex Collision 2014 Champ's Collision Craftmaster 2015 * Excludes acquisition of Glass America in 2013 which added 61 glass locations Source: Boyd Group Income Fund, Raymond James Ltd. Tax-efficient Structure, Steady & Increasing Distribution Boyd converted to a trust in January of 2003, resulting in a fairly complicated corporate structure (see Appendix A). Despite the Canadian government’s 2006 ruling to end preferential tax treatment of income trusts, Boyd did not convert. Effective 2011, all trusts (except qualifying REITs) have been considered Specified Investment Flow-Through (SIFT) entities that are subject to tax at a rate approximately equal to corporate income tax rates. Boyd elected not to convert to a corporation for a few reasons. First, under the SIFT tax rules, the Canadian government does not tax income generated from sources outside of Canada that is distributed to unitholders. Consequently, Canadian income trusts that derive their income from outside of Canada remain tax-exempt at the entity level. As Boyd uses its significant US operations to fund its distribution, it did not deem any net tax savings by converting to a corporation. Second, Boyd did not view the cost of conversion (~$500,000 - $1 mln) as a prudent use of cash. As shown in Exhibit 16, Boyd has paid its unitholders a steady and growing distribution. Unlike some of its income trust peers, its payout ratio is quite conservative, averaging ~30% in the last five years. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Boyd Group Income Fund Canada Research | Page 15 of 35 Exhibit 16: Annualized Distribution per Unit (C$) $0.60 $0.50 $0.468 $0.480 $0.492 $0.450 $0.420 $0.40 $0.30 $0.20 $0.180 $0.195 $0.210 $0.225 $0.240 $0.255 $0.270 $0.285 $0.300 $0.315 $0.330 $0.345 $0.360 $0.10 $0.00 Dec 07 - Apr 08 - Jun 08 - Sep 08 - Dec 08 - Apr 09 - Jun 09 - Sep 09 - Dec 09 - Apr 10 - Jun 10 - Sep 10 - Dec 10 Jan 11 - Nov 11 - Nov 12 - Nov 13 - Nov 14 Mar 08 May 08 Aug 08 Nov 08 Mar 09 May 09 Aug 09 Nov 09 Mar 10 May 10 Aug 10 Nov 10 Oct 11 Oct 12 Oct 13 Oct 14 Present Source: Boyd Group Income Fund, Raymond James Ltd. Unit Ownership Boyd units are held primarily by the general public (58%), but also have a strong institutional holding (38%). Top institutions include BMO Asset Management, RBC Global Asset Management and AGF Management. Insiders hold 4% of the company, with the top three holders consisting of: Eddie Cheskis, CEO of US Glass; Tim O’Day, President and COO of US Operations; and Brock Bulbuck, President and CEO. Exhibit 17: Unit Ownership (as of Apr-27-15) Institutions Insiders Public Total Units & Class A Market Value Shares (mlns, CAD) 6,340 $327.8 589 $30.5 9,695 $501.2 16,624 $859.5 Individuals/Insiders Eddie Cheskis, CEO of US Glass Brock Bulbuck, CEO, President Timothy O'Day, President & COO US Ops 218 129 53 $11.3 $5.6 $2.8 Top Institutions BMO Asset Management Inc RBC Global Asset Management Inc. AGF Management Limited 812 750 446 $41.9 $38.8 $23.0 Source: Capital IQ, Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Institutions 38% Public 58% Insiders 4% Canada Research | Page 16 of 35 Boyd Group Income Fund Industry Overview The auto repair industry can be characterized as a resilient, mature, and highly fragmented industry that has been undergoing a secular trend of consolidation. Players in this space are classified by the number of locations within their operation, i.e. single store locations or multistore operators. We discuss the characteristics (i.e. associated revenues, efficiency, etc.) of these two types of outfits, as well as the size and trends of the industry at large in more detail below. We note that our discussion is US-focused as this is predominantly where Boyd does business due to the relative market size. According to the Romans Group, the US represents nearly 34,400 shops and $31.4 bln in revenues, while Canada represents 5,550 shops and $2.8 bln in revenues. Mature, Slowly Declining Industry…but Also Stable The auto collision repair industry has experienced a trend of steadily declining auto repair claim frequency over the past decade due to various factors including: decreasing miles driven; lower accident frequency and the rise of crash avoidance systems; an aging (more cautious) driving population; and a millennial demographic that prefers alternative transportation. On balance we expect this trend to continue but note that short-term aberrations will likely occur due to economic, cyclical, and seasonal factors. For example, when economic conditions are weak, people tend to drive less—resulting in fewer accidents—and have less income to direct towards repairs (or deductibles) when accidents do occur. The converse is true in times of economic strength with more people driving, more accidents occurring, and a higher willingness and ability to pay for repairs. Declines in gasoline prices, intuitively, also increase driving activity leading to higher accident frequency. Additionally, weather can impact near-term demand with cold and wet weather resulting in more accidents than mild, dry conditions. Finally, insurance features can play a role. Higher average deductibles can deter consumers from filing a claim and as premiums rise, consumers are more likely to opt for a higher deductible (to achieve a lower premium). Technology, in addition to contributing to lower accident frequency, also makes a car more expensive to repair (and more likely to be written off). Despite these factors, we note that overall, the auto collision repair industry is relatively resilient when compared to related industries such as new automotive sales, for example. This was demonstrated in the financial crisis where we saw a 4% decline in auto claim severity during 2008/2009 compared to the astounding 35% decline that hit its sister industry (see Exhibit 18). Exhibit 18: Auto Sales vs. Auto Claims Y/Y % Change 20.00% 10.00% Auto Sales Y/Y % Change Auto Claim Severity Y/Y % Change 0.00% -10.00% -20.00% -30.00% -40.00% 2005 2006 2007 2008 2009 2010 2011 2012 2013 Source: Insurance Information Institute, Bureau of Economic Analysis, Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Boyd Group Income Fund Canada Research | Page 17 of 35 Consolidation a Key Dynamic of the Industry Room for Continued Consolidation Despite a gradually declining demand environment, in our view there is still room for growth for certain players in a consolidating industry. Industry expert, the Romans Group, has well documented the trend of consolidation ongoing in the auto repair industry due to the excess capacity on the supply side of the equation. While the industry has consolidated over the last several years driving up the average sales per location (see Exhibit 19), it is still very fragmented which is demonstrated by the very high number collision repair service providers. They include car dealerships, independently-owned multi-shop operators, franchises, and smaller family-run businesses. Exhibit 19: US Collision Repair Market Size: Independent and Dealer-Operated Locations 90,000 80,000 80,000 70,000 65,000 Avg Sa l es: $670,000 60,000 52,000 50,000 45,000 43,000 Avg Sa l es: $900,000 41,500 40,000 39,500 37,700 36,800 35,200 34,400 30,000 30,000 20,000 10,000 1980 1990 1996 2006 2007 2008 2009 2010 2011 2012 2013 2020E Source: The Romans Group, Raymond James Ltd. The market can be segmented by revenue size: operations with greater than $20 mln of revenues, be it a dealer or MSO; and operations with less than $20 mln, which primarily consists of familyrun independents. The +$20 mln segment represents 15.5% of the total market, but only 4% of the 34,400 collision repair locations, demonstrating the highly fragmented nature of the industry. Within the market, dealers represent ~22% (a declining portion) of the total and 4 of the top 10 organizations with +$20 mln in revenues. While Boyd competes with dealers for business, dealers tend to cater more to the customers that have purchased their vehicles and are less focused on meeting insurer’s DRP specifications. Exhibit 20: Market Share by Revenues and Physical Locations 100% 90% Operations > $20 mln of revenues make up 15.5% of the $31.4 bln collision repair market but only 4% of the 34,400 locations. 80% 70% 60% 50% Locations Smaller Independents Revenues Operations > $20 mln revenues Source: The Romans Group, Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Canada Research | Page 18 of 35 Boyd Group Income Fund Smaller locations with revenues below $20 mln vary widely in claims revenue per location. On average, the Romans Group reports they earn $793,529 per location, which is less than one quarter of the $3.5 mln per location earned by their larger counterparts. This discrepancy demonstrates the benefits of standardized processes, integration of technology platforms, and expense reduction through large-scale supply chain management. It also illustrates one of the several impetuses behind the ongoing trend of consolidation. Private Equity a Key Player and Competitor to Boyd The consolidation trend has accelerated more significantly in the last ~4 years. More specifically, MSO consolidator M&A activity has gone from $300 mln worth of revenue in 2012 to over $2 bln last year. The presence of private equity has been one of the main factors responsible for this more recent uptick in activity, with Hellman & Friedman acquiring ABRA and Blackstone acquiring Service King. Today, the top players in the space—excluding Boyd—are owned by private equity (see Exhibit 21). These collision repair shops compete directly with Boyd in two respects. First, in terms of market share, though each have a more established presence in certain regions. And second, in terms of acquisition growth, with all parties typically at the table for most major MSO acquisitions. Exhibit 21: Boyd’s Top Competitors are Owned by Private Equity 2014 - Hellman & Friedman 2011 - Palladium Equity 2006 - Prudential Capital Group 231 Locations 19 States Caliber 2013 - OMERS Private Equity 2008 - ONCAP 261 Locations 12 States Service King 2014 - Blackstone Group LP 2012 - The Carlyle Group 235 Locations 21 States ABRA Source: The Romans Group, Raymond James Ltd. DRP Usage by Insurance Companies, a Major Driver of Change Finally, the “buy-in” of insurers has helped support consolidation in the industry, most directly through their increasing usage of DRPs. In a DRP, a collision shop and an auto insurer enter a contract whereby an insurance company refers its claimants to the collision shops that participate in its DRP. The advantage of a DRP to an insurer is the ease of dealing with fewer, higher quality providers, while the advantage to a collision shop is a steady stream of referrals. There has been an increasing usage of DRPs by insurance companies which favour lower cost and higher quality collision providers. In general, larger, multi-location shops are able to score higher on most of the key performance indicators set by carriers given their standardized processes, integration of technology platforms, and expense reduction through large-scale supply chain management. Boyd reports that in addition to increasing DRP usage, there is a preference amongst some insurance carriers to consolidate DRP repair volumes with a fewer number of repair shops (again favouring MSOs) in order to reduce the number and complexity of contacts necessary to manage their networks and to achieve a higher, more consistent level of performance. According to the company, with insurance companies representing a whopping 90% of US auto repair sales, their impact on consolidation has—and continues to be—meaningful. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Boyd Group Income Fund Management Mr. Brock W. Bulbuck, Chief Executive Officer and President Mr. Bulbuck is Boyd’s President and has been CEO since 2010. Since joining the company in 1993, he has played a leading role in the development and growth of the business. He is a Chartered Accountant and is responsible for the affairs of the fund and the company including their strategy, operations and performance. In addition to serving on the Board of Trustees of the fund, he is also Chair of the Winnipeg Football Club Board of Directors, a member of the CFL Board of Governors and a Director of the Pan Am Clinic Foundation. Mr. Narendra M. Pathipati (Pat), Chief Financial Officer and Executive Vice President Mr. Pathipati, also known as Pat, serves as the CFO and Executive Vice President of Boyd Group Income Fund. Mr. Pathipati has also served as the CFO and Executive Vice President for Teichert, Inc., CFO and Senior Vice President of Continental Tire North America Inc. (alternate name Continental Tire the Americas, LLC), President and COO of Acadio Corporation, and CFO and Executive Vice President of ACT Manufacturing Inc. He has a Master’s in Business Administration from the University of Wisconsin in Madison and a Master’s degree in Industrial Engineering and Operations Research from the Indian Institute of Technology. Kevin Comrie, Chief Marketing Officer Mr. Comrie has been Chief Marketing Officer of The Boyd Group, Inc. since August 2011. Mr. Comrie oversees marketing leadership for all Boyd Group brands, as well as the necessary integration of brands resulting from Boyd's growth through acquisition. He served as Vice President of Marketing & Sales of Boyd in 1997 when he joined the firm. Tim O’Day, President & Chief Operating Officer, US Operations Mr. O’Day is Boyd’s President and COO, US Operations. Mr. O’Day joined Gerber Collision & Glass in February 1998. With Boyd Group’s acquisition of Gerber in 2004, he was appointed COO for Boyd’s US Operations. Earlier in his career, Mr. O’Day was with Midas International, where he was promoted to Vice President – Western Division, responsible for a territory that encompassed 500 Midas locations. Eric Danberg, President & Chief Operating Officer, Canadian Operations Mr. Danberg has been President and COO of Boyd Autobody & Glass since August 2011. Previously, Mr. Danberg served as Regional Vice President for the Prairie region. Financial Analysis & Outlook Strong Financial Returns to Date As shown in Exhibit 22, Boyd has demonstrated strong financial returns to date with a 5 year average ROIC of 16%. Particularly impressive in our view is that growth has been achieved on a per unit basis (after dilution) with revenue per unit CAGR of 18% and adjusted EBITDA per unit CAGR of 21%. We know of few companies which have been as acquisitive as Boyd that have also demonstrated such strong financial returns, as in our experience synergies are not often immediately realized. This speaks, in our view, to the discipline and effectiveness of management’s acquisition strategy. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Canada Research | Page 19 of 35 Canada Research | Page 20 of 35 Boyd Group Income Fund Exhibit 22: Return on Invested Capital (2010-2016E) 25% 5 Year ROIC Average of 16% 20% 15% 10% 5% 0% 2010 2011 2012 2013 2014 2015E 2016E Source: Boyd Group Income Fund, Raymond James Ltd. Exhibit 23: Revenue per Unit and Adjusted EBITDA per Unit (2010-2016E) 5 Yr Revenue/Unit CAGR: 18% $80 5 Yr EBITDA/Unit CAGR: 21% $70 $7.00 $6.00 $60 $5.00 $50 $4.00 $40 $3.00 $30 $2.00 $20 $1.00 $10 $- $- 2010 2011 2012 Revenue/Unit 2013 2014 2015E 2016E EBITDA/Unit (rt-axis) Source: Boyd Group Income Fund, Raymond James Ltd. Going forward, we expect similar ROIC and double digit growth rates in revenue and EBITDA. To achieve this, we make the assumptions described below: MSO & Single Store Location Growth In 2015, we assume that Boyd will add a total of 30 locations (vs. 64 last year). This includes the six locations in the MSO acquisition of Craftmaster completed in January. Our assumptions compute to a single store growth rate of 7.4%, vs. guidance of 6-10%. In 2016, we assume Boyd will acquire a total of 40 locations to achieve single store sales growth of 9.7%. In our model, we’ve assumed that all future acquisitions are single store locations with revenues of $2.6 mln per location (as per guidance) and acquisition costs of ~$700,000, slightly above the historical reported range of $400,000 to $600,000. We note that potential larger MSO acquisitions by Boyd would be incremental to our forecasts. As at December 31, 2014, Boyd had $175-$200 mln in “dry powder” to fund acquisitions. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Boyd Group Income Fund Canada Research | Page 21 of 35 Same Store Sales Growth We expect to see a continuation of positive SSS growth and are forecasting 4% and 6% SSS growth in 2015 and 2016, respectively, for US locations (0% for Canada). Supporting our forecasts are both external and internal factors. At a macro level, a strengthening US economy and the sharp decline in gasoline prices should support higher driver frequency and the need for collision repair. More specifically, January 2015 data show a surge in vehicle miles by 4.9% y/y, following a 5.0% increase in December, the largest increase since March 2004 (see Exhibit 24). Exhibit 24: Vehicle Miles Driven Accelerates on Declining Gasoline Prices 6% 80% Vehicle Miles Driven vs. Retail Gasoline Prices 5% 60% 3% 40% 2% 20% 1% 0% 0% -1% -20% -2% Y/Y Chg. Retail Gasoline Prices Y/Y % Chg. Vehicle Milesof Travel 4% -3% -40% -4% Jan-15 Jan-14 Jan-13 Jan-12 Jan-11 Jan-10 Jan-09 Jan-08 Jan-07 Jan-06 -60% Jan-05 -5% Y/Y % Chg, MONTHLY U.S. Vehicle Miles of Travel Y/Y % Chg, MONTHLY U.S. Regular All Formulations Retail Gasoline Prices (rt-axis) Source: Energy Information Administration, US Department of Transportation, Raymond James & Associates In addition, we expect some of the benefits of the WOW Operating Way to support continued gains in market share. The one “wild card” to our forecasts is weather, which we have not attempted to predict. Lastly, we note that F/X is currently playing in Boyd’s favour. In 2015, we assume a conversion rate of $1.20 CAD/USD, providing a ~8% lift to the top line. We assume the same conversion rate in 2016, resulting in no incremental benefit to our numbers. Our respective revenue forecasts for 2015 and 2016 are $1,077 mln (27% y/y growth) and $1,208 mln (12% y/y). Note that 2015 revenues should benefit from an active year of acquisitions in 2014. Forecasting Moderate Margin Expansion; Strong FCF We’ve assumed small gains in EBITDA margins (resulting from lower operating expenses) as we expect Boyd to experience lower acquisition expenses and start see the benefits of more fully integrating prior acquisitions. Our adjusted EBITDA margin forecasts for 2015 and 2016 are 8.2% and 8.4%, respectively (we believe there could be more upside to margins but prefer to wait for tangible signs of the benefits of the WOW Operating Way). Our resulting adjusted EBITDA forecasts are $88 mln (28% y/y) in 2015 and $101 mln (15% y/y) in 2016. We expect net-debt-to-EBITDA to drop below 1.0x due to strong free cash flow generation. As shown in Exhibit 25, Boyd has generated strong free cash flow (CFO less capex) per unit for the last several years, a trend we expect to continue particularly as previous year acquisitions are integrated. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Canada Research | Page 22 of 35 Boyd Group Income Fund Exhibit 25: Boyd Free Cash Flow per Unit (2010-2016E) $4.50 5 Year Cash Flow per Unit CAGR of 22% $4.00 $3.50 $3.00 $2.50 $2.00 $1.50 $1.00 $0.50 $0.00 2010 2011 2012 2013 2014 2015E 2016E Source: Boyd Group Income Fund, Raymond James Ltd. Valuation & Recommendation We are initiating coverage on Boyd Group Income Fund with an Outperform rating and $60.00 target price. To arrive at our target price we apply a 10.0x multiple to our 2016 adjusted EBITDA forecast. This is within Boyd’s 4-year average trading multiple and a small discount to its automotive retail peer group multiple of 10.4x (see Exhibits 26 and 27). Note that Boyd’s track record of consistent results, continued runway for growth, proven strategy and conservative balance sheet merit a slight premium to its historical trading averages, in our view. These attributes are offset somewhat by the company’s smaller market capitalization relative to its peers. Finally, we believe our valuation multiple is justified when comparing Boyd’s (higher) 5-year historical growth rate to that of its peers (see Exhibit 28). Exhibit 26: Boyd Group Automotive Retail Peers Company Name Ticker Fiscal Year End FX Recent Price Shares O/S (mln) Market Cap. (mln) Net Debt Ent. Value (mln) 2014A P/E 2015E 2016E EV/EBITDA 2014A 2015E 2016E Yield Net Debt/ Cap (%) Advance Auto Parts Inc. AutoZone, Inc. LKQ Corp. O'Reilly Automotive Inc. Genuine Parts Company Pep Boys - Manny, Moe & Jack U.S. Auto Parts Network, Inc. Uni-Select Inc. NYSE:AAP NYSE:AZO NasDaqGS:LKQ NasDaqGS:ORLY NYSE:GPC NYSE:PBY NasDaqGS:PRTS TSX:UNS 12/29 8/25 12/31 12/31 12/31 1/28 12/29 12/31 USD USD USD USD USD USD USD CAD $144.50 $693.05 $25.01 $226.26 $91.34 $9.31 $1.73 $43.90 73 33 307 103 154 54 34 21 $10,620 $22,552 $7,668 $23,363 $14,027 $501 $58 $934 $1,554 $4,292 $1,755 $923 $727 $316 $13 $412 $12,174 $26,844 $9,423 $24,286 $14,755 $818 $71 $1,346 18.8 22.0 18.9 n.m. 19.8 n.m. n.m. 17.7 15.7 17.0 19.3 18.0 26.1 19.1 n.m. n.m. 19.0 16.7 14.8 17.2 15.3 22.9 17.6 n.m. n.m. 18.4 15.2 9.9 12.9 11.6 16.8 11.5 6.4 8.9 12.3 11.3 9.1 12.1 10.7 14.5 10.8 8.2 10.8 14.8 11.4 8.3 11.4 9.7 13.4 10.2 7.2 7.1 15.7 10.4 0.2% 2.7% 1.4% 15% 19% 23% 4% 5% 63% 22% 44% Boyd Group Income Fund TSX:BYD.UN 12/31 CAD $51.70 16 $846 $90 $936 26.4 23.8 19.5 13.6 10.6 9.2 0.9% 11% Estimates for BYD are from Raymond James Ltd.; all other estimates are consensus from Thomson One Source: Thomson One, Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Boyd Group Income Fund Canada Research | Page 23 of 35 Exhibit 27: Boyd Historical Forward EV/EBITDA Multiple Average High Low 2011 2012 2013 2014 YTD 2015 6.0x 7.8x 5.1x 6.8x 8.2x 5.6x 9.0x 12.0x 6.8x 10.9x 12.4x 9.4x 10.7x 11.3x 10.3x 4-Yr Avg 8.2x 10.1x 6.7x Source: Capital IQ, Raymond James Ltd. Exhibit 28: Boyd vs. Automotive Retail Peers, 5-Year Revenue CAGR 40.0% 35.0% 30.0% 25.0% 20.0% 15.0% 10.0% 5.0% 0.0% -5.0% -10.0% Boyd Genuine Parts Co. AutoZone Uni-Select Advance Auto Parts U.S. Auto Parts Source: Capital IQ, Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 LKQ Corp. Pep Boys Canada Research | Page 24 of 35 Boyd Group Income Fund Appendix A: Corporate Structure Source: Boyd Group Income Fund . Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Boyd Group Income Fund Canada Research | Page 25 of 35 Appendix B: Financial Statements 2012 2013 2014 2015E 2016E Current Assets Cash Accounts Receivables Income Taxes Recoverable Inventory Prepaid Expenses Total Current Assets 38,976 28,945 1,365 8,666 4,312 82,263 19,304 42,168 1,541 11,431 5,259 79,704 57,510 55,462 884 15,809 9,579 139,244 83,598 72,918 884 12,749 16,588 186,738 110,747 81,801 884 14,294 17,883 225,609 Non Current Assets Capital Assets Deferred Income Tax Asset Goodwill Intangible Assets Total Assets 45,897 4,387 49,692 41,271 224,559 63,925 2,389 73,561 60,756 282,271 89,264 2,755 142,755 112,053 487,813 87,396 2,755 155,438 109,401 543,470 86,255 2,755 169,955 106,552 592,868 50,231 4,757 2,006 489 15 58,600 66,232 4,448 3,636 597 15 75,749 96,691 7,645 3,436 671 11 108,454 127,021 5,000 3,436 671 11 136,139 140,686 5,000 3,436 671 11 149,804 44,776 30,327 4,183 2,009 1,072 3,567 5,929 182,955 22,681 30,971 5,952 14,786 20,340 4,874 11,256 11,689 198,297 48,953 81,664 5,339 41,875 23,230 10,702 20,193 11,420 351,830 49,508 81,664 5,339 41,875 23,230 10,702 20,193 11,420 380,070 50,063 81,664 5,339 41,875 23,230 10,702 20,193 11,420 394,290 41,604 224,559 83,974 282,271 135,983 487,813 163,399 543,470 198,577 592,868 86,049 38,976 47,073 2,953 9.2% 1.6x 67,687 147,037 144,947 145,502 19,304 57,510 83,598 110,747 48,383 89,527 61,349 34,755 6,180 8,317 11,200 12,700 12.9% 12.1% 14.8% 26.4% 1.2x 1.3x 0.7x 0.3x Current Liabilities Accounts Payable and Accrued Liabilities Current Portion of Long-term Debt Current Portion of Obligation Under Capital Lease Distribution Payable Dividends Payable to Non-controlling Interest Total Current Liabilities Non Current Liabilities Long-term Debt Convertible Debt Obligations Under Capital Leases Convertible Debenture Conversion Feature Non-controlling Interest Put Option Deferred Income Tax Liability Unit Based Payment Obligation Exchangeable Class a Common Shares Total Liabilities Total Shareholders Equity Total Liabilities & Shareholders Equity Total Debt Cash Total Net Debt Interest - from income statement Interest/total net debt (avg) Debt / EBITDA Source: Boyd Group Income Fund, Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Canada Research | Page 26 of 35 Boyd Group Income Fund Income Statement Year ended Dec 31, (000s) 2012 2013 2014 2015E 2016E 2012 2013 Y/Y Change 2014 2015E 2016E 434,424 237,686 196,738 578,260 312,339 265,921 844,104 454,550 389,554 1,077,210 581,694 495,517 1,207,713 652,165 555,548 21.7% 20.7% 22.9% 33.1% 31.4% 35.2% 46.0% 45.5% 46.5% 27.6% 28.0% 27.2% 12.1% 12.1% 12.1% 166,859 45 320,582 6,325 13,405 7,139 37,360 8,317 393,128 (3,574) 407,153 7,200 14,400 8,900 11,200 448,853 46,664 454,113 7,200 14,400 10,000 12,700 498,413 57,135 23.0% -8.6% 34.6% -318.0% 42.8% -100.0% 27.0% 11.5% 16.8% 14.7% 44.0% 2.5% 30.4% 19.4% 171.4% 42.7% 72.3% 13.8% 7.4% 24.7% 0.0% 0.0% 12.4% 4,463 2,953 187,268 9,469 224,520 (99) (336) 2,331 9,392 4,142 252 27,100 6,180 273,482 (7,561) 46.4% 21.0% 109.2% 46.0% 34.6% 43.7% 34.7% 14.2% 13.4% 11.0% Income Tax Expense Current Deferred Total Taxes 72 2,336 2,408 149 3,885 4,034 5,744 5,993 11,737 11,199 13,712 -1.9% 67.5% 191.0% -4.6% 22.4% Net Income (Loss) 7,061 (11,595) (15,311) 35,465 43,423 139.4% -264.2% 32.0% -331.6% 22.4% 0.56 0.56 (0.89) (0.89) (1.00) (1.00) 2.17 2.17 2.65 2.65 115.3% 115.3% -258.2% -258.2% 12.1% 12.1% -317.1% -317.1% 22.4% 22.4% 12,535 12,535 13,011 13,011 15,331 15,331 16,359 16,359 16,359 16,359 0.45 0.47 0.48 0.49 0.50 45.3 38.4 0.0 0.5 1.7 0.8 0.7 1.0 25.4 12,423 2.9 29,833 6.9 46.0 38.8 (0.0) 0.4 1.6 0.7 0.0 1.1 4.7 (53.3) (1,382) (0.2) 41,499 7.2 22.4% 39.1% 66.2% 28.1% 14.8% Sales Cost of Sales Gross Profit Operating Expenses Currency Translation Gain (Loss) Gain on Sale of Software Acquisition, Transaction and Process Improvement Costs Depreciation of PPE Amortization of Intangible Assets Write Down of Goodwill and Property, Plant and Equipment Fair Value Adjustments Finance Costs EBT Basic earnings (loss) per unit Diluted earnings (loss) per unit Weighted average number of units outstanding (basic) Weighted average number of units outstanding (diluted) Distributions per Unit Ratios (%) Gross Profit Operating Expenses Currency Translation Gain (Loss) Acquisition, Transaction and Process Improvement Costs Depreciation of PPE Amortization of Intangible Assets Write Down of Goodwill and Property, Plant and Equipment Finance Costs Fair Value Adjustments Taxes EBIT ($) EBIT (%) Adjusted EBITDA EBITDA (%) 2,274 7,204 3,470 46.2 38.0 0.7 1.6 0.8 46.0 37.8 0.7 1.3 0.8 1.0 4.4 (328.4) 4,743 0.6 68,972 8.2 1.0 24.0 57,864 5.4 88,364 8.2 46.0 37.6 0.6 1.2 0.8 1.1 24.0 69,835 5.8 101,435 8.4 Source: Boyd Group Income Fund, Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Boyd Group Income Fund Canada Research | Page 27 of 35 2012 2013 2014 2015E 2016E 7,061 7,204 3,470 (1,230) 19,452 (11,595) 9,392 4,142 (4,842) 25,025 (15,311) 13,405 7,139 2,242 51,219 35,465 14,400 8,900 8,924 67,689 43,423 14,400 10,000 1,944 69,766 (3,185) (5,941) (28,259) (101,175) (435) (325) (924) 196 (32,027) (107,043) (7,500) (23,963) (7,500) (27,428) (31,463) (34,928) 5,555 (7,645) 5,555 (5,000) (5,659) 32,015 1,603 (3,077) 63,480 (6,074) (14,609) 85,395 (91,748) 54,969 2,235 (3,971) 55,309 (7,366) 91,030 (8,049) (10,139) (8,245) (7,690) (181) 11,736 18,443 30,179 1,939 (19,672) 38,976 19,304 3,000 38,206 19,304 57,510 26,088 57,510 83,598 27,149 83,598 110,747 2012 2013 2014 2015E 2016E 19,452 25,025 51,219 67,689 69,766 2,799 229 16,424 3,185 435 21,405 5,941 325 44,953 7,500 60,189 7,500 62,266 Total Distributions paid 5,837 6,254 7,525 8,049 8,245 Payout Ratio 35.5% 29.2% 16.7% 13.4% 13.2% 2012 2013 2014 2015E 2016E Operating Activities Net income Depreciation Amortization of Intangible Assets Changes in Non-cash Working Capital Items Cash Flow from Operating Activities Investing Activities Equipment Purchases and Facility Improvements Acquisition and Development of Businesses (net of cash) Software Purchases and Licensing Senior Managers Unit Loan Program / Other Cash Flow from Investing Activities Financing Activities Increase in Long-term Debt Repayment of Long-term Debt Proceeds on Issue of Convertible Debenture Proceeds on Sale-leaseback Agreement Repayments of Obligation Under Capital Lease Fund Units Issued from Treasury Distribution Paid to Unit Holders Cash Flow from Financing Activities Other Adjustments Foreign Exchange Rate Effect on Cash and Cash Equivalents Net (decrease) Increase in Cash Position Cash, Beginning Cash, End Payout Analysis - BOYD Standardized distributable cash Cash flow from operating activities Less adjustment for: Sustaining expenditures on plant, software and equip. Sustaining expenditures on software Standardized distributable cash Cash Flow Analysis - RJL (2,799) (36,622) (229) (39,550) 8,797 (3,180) 32,336 483 (2,377) (36,044) Cash from operating activities Less: net Capex FCF (excluding acquisitions & divestitures) FCF Per Share (excluding acquisitions and divestitures) 19,452 2,699 16,754 1.34 25,025 2,409 22,617 1.74 Acquisitions & divestitures FCF (including acquisitions & divestitures) FCF Per Share (including acquisitions and divestitures) 36,622 (19,869) (1.59) 5,837 0.47 Dividends & Distributions Paid to Unitholders Dividends & Distributions Paid to Unitholders per share 67,689 7,500 60,189 3.68 0.07 23,963 36,227 2.21 69,766 7,500 62,266 3.81 28,259 (5,643) (0.43) 51,219 5,739 45,480 2.97 0.06 101,175 (55,695) (3.63) 6,254 0.48 7,525 0.49 8,049 0.49 8,245 0.50 Source: Boyd Group Income Fund, Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 27,428 34,839 2.13 Canada Research | Page 28 of 35 Boyd Group Income Fund Risks Loss of Key Customers A high percentage of revenues are derived from insurance companies in both government owned and private insurance markets. The company’s ability to continue to maintain and grow its business is largely reliant on its ability to maintaining key relationships. The loss of any existing material DRP relationships could have an adverse effect on Boyd’s operations and business prospects. While no one customer represents >20% of total sales, the largest 5 non-government customers represent ~50% of its Boyd’s top line. Key Supplier Relationships Boyd has key supplier relationships that have provided, among other things, prepaid rebates. There can be no assurance that prepaid rebate funding will continue to be available if Boyd cannot meet the conditions for the funding or that new funding will be available if a supplier is unable to fulfill its obligations. Inability to Successfully Integrate Acquisitions There is no guarantee that Boyd will be able to successfully integrate additional stores. In the event that any significant acquisition cannot be successfully integrated into current operations or performs below expectations, the business could be adversely affected. Economic Downturn While the current economic outlook continues to improve, particularly in the US, various geographies where Boyd operates could remain under pressure for an indefinite amount of time. There can be no assurance that an economic downturn would not negatively affect Boyd’s operations. Decline in Number of Insurance Claims The auto collision repair industry is dependent on the number of accidents which occur and, for the most part, become repairable insurance claims. There can be no assurance that a material decline in claims will not occur, which may impair Boyd’s top line and result in an adverse effect on the company’s operations. Weather & Seasonality Changing weather patterns can affect collision repair volumes and introduces an element of operational and seasonal risk to Boyd’s ability to maintain sales through a given year. Historically, extremely mild winters and dry weather conditions have had a negative impact on collision repair sales volumes. In addition, business operations can be subject to seasonal fluctuations stemming from changes in customer purchasing patterns, general and regional economic downturns, unemployment rates and weather conditions. These factors can affect Boyd’s ability to fund ongoing operations. Competition The collision repair industry in North America is very competitive. In addition, existing or new competitors may become significantly larger and have greater financial and marketing resources than Boyd. Therefore, there is no guarantee that Boyd will be able to maintain or achieve its desired market share. Foreign Currency Risk A significant portion of Boyd’s revenue and cash flows have been, and are expected to continue to be, in USD. Thus, fluctuations in exchange rates between the CDN dollar and USD may have a significantly adverse effect on reported financials and, in turn, the company’s ability to fund future C$ distributions. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Boyd Group Income Fund Company Citations Company Name Advance Auto Parts, Inc. AutoZone, Inc. LKQ Corporation O`Reilly Automotive, Inc. Canada Research | Page 29 of 35 Ticker AAP AZO LKQ ORLY Exchange NYSE NYSE NASDAQ NASDAQ Currency US$ US$ US$ US$ Closing Price 144.50 693.05 25.01 226.26 RJ Rating 1 1 2 1 RJ Entity RJ & Associates RJ & Associates RJ & Associates RJ & Associates Notes: Prices are as of the most recent close on the indicated exchange and may not be in US$. See Disclosure section for rating definitions. Stocks that do not trade on a U.S. national exchange may not be registered for sale in all U.S. states. NC=not covered. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Canada Research | Page 30 of 35 Boyd Group Income Fund IMPORTANT INVESTOR DISCLOSURES Raymond James & Associates (RJA) is a FINRA member firm and is responsible for the preparation and distribution of research created in the United States. Raymond James & Associates is located at The Raymond James Financial Center, 880 Carillon Parkway, St. Petersburg, FL 33716, (727) 567-1000. Non-U.S. affiliates, which are not FINRA member firms, include the following entities which are responsible for the creation and distribution of research in their respective areas; In Canada, Raymond James Ltd., Suite 2100, 925 West Georgia Street, Vancouver, BC V6C 3L2, (604) 659-8200; In Latin America, Raymond James Latin America, Ruta 8, km 17, 500, 91600 Montevideo, Uruguay, 00598 2 518 2033; In Europe, Raymond James Euro Equities, SAS, 40, rue La Boetie, 75008, Paris, France, +33 1 45 61 64 90. This document is not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident of or located in any locality, state, country, or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation. The securities discussed in this document may not be eligible for sale in some jurisdictions. This research is not an offer to sell or the solicitation of an offer to buy any security in any jurisdiction where such an offer or solicitation would be illegal. It does not constitute a personal recommendation nor does it take into account the particular investment objectives, financial situations, or needs of individual clients. Information in this report should not be construed as advice designed to meet the individual objectives of any particular investor. Investors should consider this report as only a single factor in making their investment decision. Consultation with your investment advisor is recommended. Past performance is not a guide to future performance, future returns are not guaranteed, and a loss of original capital may occur. The information provided is as of the date above and subject to change, and it should not be deemed a recommendation to buy or sell any security. Certain information has been obtained from third-party sources we consider reliable, but we do not guarantee that such information is accurate or complete. Persons within the Raymond James family of companies may have information that is not available to the contributors of the information contained in this publication. Raymond James, including affiliates and employees, may execute transactions in the securities listed in this publication that may not be consistent with the ratings appearing in this publication. With respect to materials prepared by Raymond James Ltd. (“RJL”), all expressions of opinion reflect the judgment of the Research Department of RJL, or its affiliates, at this date and are subject to change. RJL may perform investment banking or other services for, or solicit investment banking business from, any company mentioned in this document. All Raymond James Ltd. research reports are distributed electronically and are available to clients at the same time via the firm’s website (http://www.raymondjames.ca). Immediately upon being posted to the firm’s website, the research reports are then distributed electronically to clients via email upon request and to clients with access to Bloomberg (home page: RJLC), Capital IQ and Thomson Reuters. Selected research reports are also printed and mailed at the same time to clients upon request. Requests for Raymond James Ltd. research may be made by contacting the Raymond James Product Group during market hours at (604) 659‐8000. In the event that this is a compendium report (i.e., covers 6 or more subject companies), Raymond James Ltd. may choose to provide specific disclosures for the subject companies by reference. To access these disclosures, clients should refer to: http://www.raymondjames.ca (click on Equity Capital Markets / Equity Research / Research Disclosures) or call toll‐free at 1‐800‐667‐2899. ANALYST INFORMATION Analyst Compensation: Equity research analysts and associates at Raymond James are compensated on a salary and bonus system. Several factors enter into the compensation determination for an analyst, including i) research quality and overall productivity, including success in rating stocks on an absolute basis and relative to the local exchange composite Index and/or a sector index, ii) recognition from institutional investors, iii) support effectiveness to the institutional and retail sales forces and traders, iv) commissions generated in stocks under coverage that are attributable to the analyst’s efforts, v) net revenues of the overall Equity Capital Markets Group, and vi) compensation levels for analysts at competing investment dealers. Analyst Stock Holdings: Effective September 2002, Raymond James equity research analysts and associates or members of their households are forbidden from investing in securities of companies covered by them. Analysts and associates are permitted to hold long positions in the securities of companies they cover which were in place prior to September 2002 but are only permitted to sell those positions five days after the rating has been lowered to Underperform. The views expressed in this report accurately reflect the personal views of the analyst(s) covering the subject securities. No part of said person's compensation was, is, or will be directly or indirectly related to the specific recommendations or views contained in this research report. In addition, said analyst has not received compensation from any subject company in the last 12 months. RATINGS AND DEFINITIONS Raymond James Ltd. (Canada) definitions: Strong Buy (SB1) The stock is expected to appreciate and produce a total return of at least 15% and outperform the S&P/TSX Composite Index over the next six months. Outperform (MO2) The stock is expected to appreciate and outperform the S&P/TSX Composite Index over the next twelve months. Market Perform (MP3) The stock is expected to perform generally in line with the S&P/TSX Composite Index over the next twelve months and is potentially a source of funds for more highly Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Boyd Group Income Fund Canada Research | Page 31 of 35 rated securities. Underperform (MU4) The stock is expected to underperform the S&P/TSX Composite Index or its sector over the next six to twelve months and should be sold. Raymond James & Associates (U.S.) definitions: Strong Buy (SB1) Expected to appreciate, produce a total return of at least 15%, and outperform the S&P 500 over the next six to 12 months. For higher yielding and more conservative equities, such as REITs and certain MLPs, a total return of at least 15% is expected to be realized over the next 12 months. Outperform (MO2) Expected to appreciate and outperform the S&P 500 over the next 12-18 months. For higher yielding and more conservative equities, such as REITs and certain MLPs, an Outperform rating is used for securities where we are comfortable with the relative safety of the dividend and expect a total return modestly exceeding the dividend yield over the next 12-18 months. Market Perform (MP3) Expected to perform generally in line with the S&P 500 over the next 12 months. Underperform (MU4) Expected to underperform the S&P 500 or its sector over the next six to 12 months and should be sold. Suspended (S) The rating and price target have been suspended temporarily. This action may be due to market events that made coverage impracticable, or to comply with applicable regulations or firm policies in certain circumstances, including when Raymond James may be providing investment banking services to the company. The previous rating and price target are no longer in effect for this security and should not be relied upon. Raymond James Latin American rating definitions: Strong Buy (SB1) Expected to appreciate and produce a total return of at least 25.0% over the next twelve months. Outperform (MO2) Expected to appreciate and produce a total return of between 15.0% and 25.0% over the next twelve months. Market Perform (MP3) Expected to perform in line with the underlying country index. Underperform (MU4) Expected to underperform the underlying country index. Suspended (S) The rating and price target have been suspended temporarily. This action may be due to market events that made coverage impracticable, or to comply with applicable regulations or firm policies in certain circumstances, including when Raymond James may be providing investment banking services to the company. The previous rating and price target are no longer in effect for this security and should not be relied upon. Raymond James Euro Equities, SAS rating definitions: Strong Buy (1) Expected to appreciate, produce a total return of at least 15%, and outperform the Stoxx 600 over the next 6 to 12 months. Outperform (2) Expected to appreciate and outperform the Stoxx 600 over the next 12 months. Market Perform (3) Expected to perform generally in line with the Stoxx 600 over the next 12 months. Underperform (4) Expected to underperform the Stoxx 600 or its sector over the next 6 to 12 months. Suspended (S) The rating and target price have been suspended temporarily. This action may be due to market events that made coverage impracticable, or to comply with applicable regulations or firm policies in certain circumstances, including when Raymond James may be providing investment banking services to the company. The previous rating and target price are no longer in effect for this security and should not be relied upon. In transacting in any security, investors should be aware that other securities in the Raymond James research coverage universe might carry a higher or lower rating. Investors should feel free to contact their Financial Advisor to discuss the merits of other available investments. Suitability Categories (SR): Total Return (TR) Lower risk equities possessing dividend yields above that of the S&P 500 and greater stability of principal. Growth (G) Low to average risk equities with sound financials, more consistent earnings growth, at least a small dividend, and the potential for long-term price appreciation. Aggressive Growth (AG) Medium or higher risk equities of companies in fast growing and competitive industries, with less predictable earnings and acceptable, but possibly more leveraged balance sheets. High Risk (HR) Companies with less predictable earnings (or losses), rapidly changing market dynamics, financial and competitive issues, higher price volatility (beta), and risk of principal. Venture Risk (VR) Companies with a short or unprofitable operating history, limited or less predictable revenues, very high risk associated with success, and a substantial risk of principal. RATING DISTRIBUTIONS Coverage Universe Rating Distribution* Investment Banking Distribution RJL RJA RJ LatAm RJEE RJL RJA RJ LatAm RJEE Strong Buy and Outperform (Buy) 65% 54% 50% 47% 46% 24% 0% 0% Market Perform (Hold) 33% 40% 50% 28% 16% 9% 0% 0% Underperform (Sell) 2% 6% 0% 25% 0% 0% 0% 0% * Columns may not add to 100% due to rounding. RAYMOND JAMES RELATIONSHIP DISCLOSURES Raymond James Ltd. or its affiliates expects to receive or intends to seek compensation for investment banking services from all companies under research coverage within the next three months. Company Name Disclosure Boyd Group Income Fund Raymond James Ltd - the analyst and/or associate has viewed the material operations of Boyd Group Income Fund. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Canada Research | Page 32 of 35 Boyd Group Income Fund STOCK CHARTS, TARGET PRICES, AND VALUATION METHODOLOGIES Valuation Methodology: The Raymond James methodology for assigning ratings and target prices includes a number of qualitative and quantitative factors including an assessment of industry size, structure, business trends and overall attractiveness; management effectiveness; competition; visibility; financial condition, and expected total return, among other factors. These factors are subject to change depending on overall economic conditions or industry- or company-specific occurrences. Target Prices: The information below indicates our target price and rating changes for BYD.UN stock over the past three years. Valuation Methodology: We value Boyd on a comparative basis to historical and peer EV / EBITDA multiples. RISK FACTORS General Risk Factors: Following are some general risk factors that pertain to the projected target prices included on Raymond James research: (1) Industry fundamentals with respect to customer demand or product / service pricing could change and adversely impact expected revenues and earnings; (2) Issues relating to major competitors or market shares or new product expectations could change investor attitudes toward the sector or this stock; (3) Unforeseen developments with respect to the management, financial condition or accounting policies or practices could alter the prospective valuation. Risks - Boyd Group Income Fund Loss of Key Customers - A high percentage of revenues are derived from insurance companies in both government owned and private insurance markets. The company’s ability to continue to maintain and grow its business is largely reliant on its ability to maintaining key relationships. The loss of any existing material DRP relationships could have an adverse effect on Boyd’s operations and business prospects. While no one customer represents >20% of total sales, the largest 5 non-government customers represent ~50% of its Boyd’s top line. Key Supplier Relationships - Boyd has key supplier relationships that have provided, among other things, prepaid rebates. There can be no assurance that prepaid rebate funding will continue to be available if Boyd cannot meet the conditions for the funding or that new funding will be available if a supplier is unable to fulfill its obligations. Inability to Successfully Integrate Acquisitions - There is no guarantee that Boyd will be able to successfully integrate additional stores. In the event that any significant acquisition cannot be successfully integrated into current operations or performs below expectations, the business could be adversely affected. Economic Downturn - While the current economic outlook continues to improve, particularly in the US, various geographies where Boyd operates could remain under pressure for an indefinite amount of time. There can be no assurance that an economic downturn would not negatively affect Boyd’s operations. Decline in Number of Insurance Claims - The auto collision repair industry is dependent on the number of accidents which occur and, for the most part, become repairable insurance claims. There can be no assurance that a material decline in claims will not occur, which may impair Boyd’s top line and result in an adverse effect on the company’s operations. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Boyd Group Income Fund Canada Research | Page 33 of 35 Weather & Seasonality - Changing weather patterns can affect collision repair volumes and introduces an element of operational and seasonal risk to Boyd’s ability to maintain sales through a given year. Historically, extremely mild winters and dry weather conditions have had a negative impact on collision repair sales volumes. In addition, business operations can be subject to seasonal fluctuations stemming from changes in customer purchasing patterns, general and regional economic downturns, unemployment rates and weather conditions. These factors can affect Boyd’s ability to fund ongoing operations. Competition - The collision repair industry in North America is very competitive. In addition, existing or new competitors may become significantly larger and have greater financial and marketing resources than Boyd. Therefore, there is no guarantee that Boyd will be able to maintain or achieve its desired market share. Foreign Currency Risk - A significant portion of Boyd’s revenue and cash flows have been, and are expected to continue to be, in USD. Thus, fluctuations in exchange rates between the CDN dollar and USD may have a significantly adverse effect on reported financials and, in turn, the company’s ability to fund future C$ distributions. Additional Risk and Disclosure information, as well as more information on the Raymond James rating system and suitability categories, is available for Raymond James at rjcapitalmarkets.com/Disclosures/index and for Raymond James Limited at www.raymondjames.ca/researchdisclosures. INTERNATIONAL DISCLOSURES FOR CLIENTS IN THE UNITED STATES: Any foreign securities discussed in this report are generally not eligible for sale in the U.S. unless they are listed on a U.S. exchange. This report is being provided to you for informational purposes only and does not represent a solicitation for the purchase or sale of a security in any state where such a solicitation would be illegal. Investing in securities of issuers organized outside of the U.S., including ADRs, may entail certain risks. The securities of non-U.S. issuers may not be registered with, nor be subject to the reporting requirements of, the U.S. Securities and Exchange Commission. There may be limited information available on such securities. Investors who have received this report may be prohibited in certain states or other jurisdictions from purchasing the securities mentioned in this report. Please ask your Financial Advisor for additional details and to determine if a particular security is eligible for purchase in your state. Raymond James Ltd. is not a U.S. broker‐dealer and therefore is not governed by U.S. laws, rules or regulations applicable to U.S. broker‐dealers. Consequently, the persons responsible for the content of this publication are not licensed in the U.S. as research analysts in accordance with applicable rules promulgated by the U.S. Self Regulatory Organizations. Any U.S. Institutional Investor wishing to effect trades in any security should contact Raymond James (USA) Ltd., a U.S. broker‐dealer affiliate of Raymond James Ltd. FOR CLIENTS IN THE UNITED KINGDOM: For clients of Raymond James & Associates (London Branch) and Raymond James Financial International Limited (RJFI): This document and any investment to which this document relates is intended for the sole use of the persons to whom it is addressed, being persons who are Eligible Counterparties or Professional Clients as described in the FCA rules or persons described in Articles 19(5) (Investment professionals) or 49(2) (High net worth companies, unincorporated associations etc) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) or any other person to whom this promotion may lawfully be directed. It is not intended to be distributed or passed on, directly or indirectly, to any other class of persons and may not be relied upon by such persons and is therefore not intended for private individuals or those who would be classified as Retail Clients. For clients of Raymond James Investment Services, Ltd.: This report is for the use of professional investment advisers and managers and is not intended for use by clients. For purposes of the Financial Conduct Authority requirements, this research report is classified as independent with respect to conflict of interest management. RJA, RJFI, and Raymond James Investment Services, Ltd. are authorised and regulated by the Financial Conduct Authority in the United Kingdom. FOR CLIENTS IN FRANCE: This document and any investment to which this document relates is intended for the sole use of the persons to whom it is addressed, being persons who are Eligible Counterparties or Professional Clients as described in “Code Monétaire et Financier” and Règlement Général de l’Autorité des Marchés Financiers. It is not intended to be distributed or passed on, directly or indirectly, to any other class of persons and may not be relied upon by such persons and is therefore not intended for private individuals or those who would be classified as Retail Clients. For institutional clients in the European Economic Area (EEA) outside of the United Kingdom: This document (and any attachments or exhibits hereto) is intended only for EEA institutional clients or others to whom it may lawfully be submitted. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Canada Research | Page 34 of 35 Boyd Group Income Fund Raymond James Euro Equities is a French Investment Services Provider authorized by the Autorité de contrôle prudentiel et de résolution and regulated by the Autorité de contrôle prudentiel et de résolution and the Autorité des Marchés Financiers. For non-European exchanges, Raymond James Euro Equities operates under the name Raymond James International. Proprietary Rights Notice: By accepting a copy of this report, you acknowledge and agree as follows: This report is provided to clients of Raymond James only for your personal, noncommercial use. Except as expressly authorized by Raymond James, you may not copy, reproduce, transmit, sell, display, distribute, publish, broadcast, circulate, modify, disseminate or commercially exploit the information contained in this report, in printed, electronic or any other form, in any manner, without the prior express written consent of Raymond James. You also agree not to use the information provided in this report for any unlawful purpose. This report and its contents are the property of Raymond James and are protected by applicable copyright, trade secret or other intellectual property laws (of the United States and other countries). United States law, 17 U.S.C. Sec.501 et seq, provides for civil and criminal penalties for copyright infringement. Additional information is available upon request. This document may not be reprinted without permission. RJL is a member of the Canadian Investor Protection Fund. ©2015 Raymond James Ltd. Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2 Boyd Group Income Fund EQUITY RESEARCH HEAD OF EQUITY RESEARCH DARYL SWETLISHOFF, CFA Canada Research | Page 35 of 35 RAYMOND JAMES LTD. CANADIAN INSTITUTIONAL EQUITY TEAM WWW.RAYMONDJAMES.CA INSTITUTIONAL EQUITY SALES 604.659.8246 CONSUMER CONSUMER & RETAIL KENRIC TYGHE, MBA KRISZTINA KATAI (ASSOCIATE) 416.777.7188 416.777.7060 HEAD OF SALES MIKE WESTCOTT GREG JACKSON (ECM, BUSINESS MANAGER) MICHELLE MARGUET ( ECM, INSTITUTIONAL MARKETING) TORONTO (CAN 1.888.601.6105 | USA 1.800.290.4847) LAURA ARRELL (U.S. EQUITIES) SEAN BOYLE JEFF CARRUTHERS, CFA RICHARD EAKINS JONATHAN GREER DAVE MACLENNAN ROBERT MILLS, CFA BRADY PIMLOTT (ASSOCIATE) NICOLE SVEC-GRIFFIS, CFA (U.S. EQUITIES) NEIL WEBER ORNELLA BURNS (ASSISTANT) SATBIR CHATRATH (ASSISTANT) ENERGY OIL & GAS ENERGY SERVICES, HEAD OF ENERGY RESEARCH ANDREW BRADFORD, CFA TIM MONACHELLO (ASSOCIATE) OIL & GAS PRODUCERS KURT MOLNAR BRADEN PURKIS (SR ASSOCIATE) GORDON STEPPAN, CFA (ASSOCIATE) SR. OIL & GAS PRODUCERS | OIL SANDS CHRIS COX, CFA MICHAEL BARTH (ASSOCIATE) 403.509.0503 403.509.0562 403.221.0414 403.509.0518 403.221.0411 403.509.0523 403.509.0511 INDUSTRIAL & TRANSPORTATION SCOT ATKINSON, CFA NICK POCRNIC TERRI MCEWAN (ASSISTANT) JOHN HART DAVID MAISLIN, CFA TANYA HATCHER (ASSISTANT) LONDON ADAM WOOD 416.777.4912 416.777.7084 416.777.7098 604.659.8439 604.654.1236 604.659.8255 604.659.8028 416.777.4943 416.777.7042 FOREST PRODUCTS 604.659.8246 604.659.8257 727.567.1756 416.777.7189 TECHNOLOGY & COMMUNICATIONS TECHNOLOGY, ALTERNATIVE ENERGY & CLEAN TECH STEVEN LI, CFA JONATHAN LO (ASSOCIATE) EQUITY RESEARCH PUBLISHING SENIOR SUPERVISORY ANALYST HEATHER HERRON HEAD OF PUBLISHING | SUPERVISORY ANALYST CYNTHIA LUI TYLER BOS (SUPERVISORY ANALYST | EDITOR) INDER GILL (RESEARCH EDITOR) KATE MAJOR (RESEARCH PRINCIPAL | EDITOR) CHRISTINE MARTE (RESEARCH EDITOR) ASHLEY RAMSAY (SUPERVISORY ANALYST |EDITOR) 0.207.426.5612 CO-HEAD OF TRADING BOB MCDONALD, CFA ANDREW FOOTE, CFA TORONTO (CANADA 1.888.601.6105 | USA 1.800.290.4847) PAM BANKS OLIVER HERBST ANDY HERRMANN ERIC MUNRO, CFA JAMES SHIELDS BOB STANDING PETER MASON (ASSISTANT) VANCOUVER (1.800.667.2899) NAV CHEEMA FRASER JEFFERSON DEREK ORAM MONTREAL (514.350.4450 | 1.866.350.4455) JOE CLEMENT PATRICK SANCHE 604.659.8222 416.777.4924 416.777.4923 416.777.4947 416.777.4937 416.777.4983 416.777.4941 416.777.4921 416.777.7195 604.659.8224 604.659.8218 604.659.8223 514.350.4470 514.350.4465 INSTITUTIONAL EQUITY OFFICES REAL ESTATE REAL ESTATE & REITS KEN AVALOS, MBA JOHANN RODRIGUES (ASSOCIATE ANALYST) 514.350.4462 514.350.4460 514.350.4458 INSTITUTIONAL EQUITY TRADING FINANCIAL SERVICES FOREST PRODUCTS DARYL SWETLISHOFF, CFA DAVID QUEZADA, CFA (ASSOCIATE ANALYST) 604.659.8225 604.659.8230 604.659.8228 MONTREAL (514.350.4450 | 1.866.350.4455) MINING DIVERSIFIED FINANCIALS MICHAEL OVERVELDE, CFA, CPA, CA BRENNA PHELAN, CFA, CPA, CA (ASSOCIATE) 416.777.4920 416.777.4927 416.777.4929 416.777.4926 416.777.4930 416.777.4934 416.777.4945 416.777.4993 416.777.4942 416.777.4931 416.777.4928 416.777.4915 VANCOUVER (1.800.667.2899) INDUSTRIAL | TRANSPORTATION, HEAD OF INDUSTRIAL RESEARCH BEN CHERNIAVSKY 604.659.8244 THEONI PILARINOS, CFA 604.659.8234 EDWARD GUDEWILL (ASSOCIATE) 604.659.8280 INFRASTRUCTURE & CONSTRUCTION FREDERIC BASTIEN, CFA 604.659.8232 SAMIR GHAFIR (ASSOCIATE) 604.659.8470 TRANSPORTATION | AGRIBUSINESS & FOOD PRODUCTS STEVE HANSEN, CMA, CFA 604.659.8208 DANIEL CHEW (ASSOCIATE) 604.659.8238 BASE & PRECIOUS METALS ALEX TERENTIEW, MBA, P.GEO PRECIOUS METALS PHIL RUSSO LUC TROIANI (ASSOCIATE) PRECIOUS METALS CHRIS THOMPSON, M.SC. (ENG), P.GEO BRIAN MARTIN, CFA (ASSOCIATE) URANIUM | JR EXPLORATION & DEVELOPMENT DAVID SADOWSKI MILTON-ANDRES BERNAL (ASSOCIATE) 416.777.4935 416.777.7172 416.777.4951 416.777.4918 416.777.6414 403.509.0509 604.659.8210 416.777.4948 604.659.8202 416.777.7173 604.659.8200 604.659.8226 Calgary Suite 4250 525 8th Avenue SW Calgary, AB T2P 1G1 403.509.0500 Montreal Vancouver Suite 3000 Suite 2100 1800 McGill College 925 West Georgia Street Montreal, PQ H3A 3J6 Vancouver, BC V6C 3L2 514.350.4450 604.659.8000 Toll Free: 1.866.350.4455 Toll Free: 1.800.667.2899 Toronto International Headquarters Suite 5400, Scotia Plaza 40 King Street West The Raymond James Financial Center Toronto, ON M5H 3Y2 880 Carillon Parkway 416.777.4900 St.Petersburg, FL Toll Free Canada: .888.601.6105 USA 33716 Toll Free USA: 1.800.290.4847 727.567.1000 Raymond James Ltd. | 2100 – 925 West Georgia Street | Vancouver BC Canada V6C 3L2