Royal Camp Services Ltd. (BDI) Earnings Call Transcript & Summary

Thank you for standing by. This is the conference operator. Welcome to Black Diamond's Conference Call. [Operator Instructions] The conference is being recorded. After the presentation, there will be an opportunity to ask questions. [Operator Instructions] I would now like to turn the conference over to Emma Covenden, VP, Investor and Stakeholder Relations. Please go ahead.

Thank you, and welcome to Black Diamond Group's conference call about our recently announced acquisition of Royal Camp Services. Before we begin, please be reminded that our discussions today may include forward-looking statements regarding Black Diamond's future results and that such statements are subject to a number of risks and uncertainties. Actual financial and operational results may differ materially from these forward-looking expectations. Management also may make reference to various non-GAAP financial measures in today's call, such as adjusted EBITDA. For more information on these terms and others, please review the sections of Black Diamond's Management's Discussion and Analysis entitled Forward-Looking Statements, Risks and Uncertainties and non-GAAP Financial Measures. The press release outlining key information and financial highlights surrounding the transaction announced today as well as our annual and quarterly filings may be found on the company's website at www.blackdiamondgroup.com and also on the SEDAR+ website at www.sedarplus.ca. We have also uploaded a short presentation about this acquisition on our website in the Investor Center under Presentations and Events. Dollar amounts discussed in today's call are expressed in Canadian dollars, unless noted otherwise and may be rounded. With me on today's call is Chief Executive Officer, Trevor Haynes; Chief Financial Officer, Toby Labrie as well as Chief Operating Officer of Workforce Solutions, Mike Ridley. I will now turn the call over to Trevor.

Thank you, Emma. Hello, everyone, and thank you for joining us on short notice. Following this morning's announcement, we are very excited to provide additional details about our definitive agreement to acquire Royal Camp Services for $165 million. I'll begin by providing a few high-level remarks about the transaction and deal rationale before passing the call over to Toby for additional detail through a financial lens and then to Mike for final remarks on how this move aligns with our growth objectives for our Workforce Solutions business and how it positions us to respond to current market dynamics, following which we'll open the call for Q&A. Operating under 3 principal brands, Royal Camp Services, Summit Camps and Primco Dene Royal Camps. This business is an industry-leading remote workforce accommodation and hospitality business, primarily servicing oil and gas, mining and construction industries across Western and Northern Canada with an exceptional reputation. Headquartered in Edmonton, Alberta, the business has been successfully operating for over 34 years. Its proven track record is supported by a loyal customer base, strong indigenous partnerships, expert and long-tenured leaders and approximately 580 dedicated employees, all of whom will be retained and welcomed to our Black Diamond team, including their top notch leaders. At Black Diamond, we have a strong track record of successfully acquiring and integrating high-quality businesses to further our growth strategies, better service our customers and deliver compounding shareholder returns, and this transaction is no exception. This best-in-class operator is highly complementary to our Black Diamond Workforce Solutions platform in Canada in terms of service offering, end market verticals and geographies served. On combination, the business becomes a premier integrated workforce accommodations and hospitality provider, including catering services. It is a compelling amalgamation that we believe will create substantial value for all stakeholders, including both Black Diamond and Royals customers, the communities we operate in and our indigenous partners, employees and shareholders. The acquisition is expected to be highly accretive to Black Diamond's cash flow per share and earnings per share, given it has been financed primarily with low-cost debt and the fact that the fleet has low sustaining capital requirements. While I've highlighted some of the rationale leading to our enthusiasm about this deal from the values and counterfeit of the team to Royal's leading brand reputation and strong relationships with customers and partners, another factor worth noting is the opportune timing of this deal. Now is the right time to combine the strengths of these 2 distinct businesses. Currently, the nation-building thematic in Canada is leading to strong market tailwinds related to accelerated development approvals through Bill C5 and other government-led initiatives, which is expected to drive increased remote development activity over the coming months and years. As a result, the bid pipelines of both Black Diamond and Royal are very active with a breadth of opportunities across multiple industry verticals, including mining, energy, infrastructure and construction from all corners of the country. Further, the federal government's renewed focus on defense and military spending presents the opportunity to use our relocatable accommodations assets in a unique application. And having a larger combined platform and capabilities allows us to better meet the needs of these customers and large projects. Combine the 2 platforms, current unutilized fleet capacity is between 40% and 50%, representing a meaningful amount of operating leverage to be unlocked. While that represents opportunity for future growth, let me reiterate that even at this juncture, both businesses are stable, profitable and performing well. To summarize, we are excited about this deal and the opportunity to add approximately 6,500 rooms of capacity, 3 open camps, 4 operating locations and offices, key indigenous partnerships, and most importantly, welcome Royal's employees to our Black Diamond team. With that, I'll pass the call over to Toby.

Thanks, Trevor, and hello to everyone joining us on the call today. As Trevor just said, we are really excited about the combination of these businesses and believe Royal's alignment to our operating ethos will deliver long-term value creation as we strive to support our customers and drive profitable growth. We have agreed to acquire Royal for $165 million with consideration made up of a combination of cash and up to an aggregate of 4 million common shares of Black Diamond at a deemed price of $12.08. We believe this is an attractive value for Royal for which its 3-year adjusted EBITDA range was from $31 million to $41 million, excluding anticipated synergies, making the acquisition highly accretive. Before considering the upside potential of nation-building projects, we believe the business will continue to operate near the midpoint of this adjusted EBITDA range. The valuation is attractive, not only from the perspective of a multiple of earnings, but also from an asset value as we note that our estimates of the fair market value of tangible net assets of Royal is approximately equivalent to the purchase price. Thus, despite the fact that we're leveraging the positive impacts of this acquisition through the use of debt as the primary consideration, the acquisition itself maintains strength of our balance sheet going forward. Cash portion of the purchase price will be drawn from our ABL, under which we currently have over $230 million of available liquidity. Pro forma the acquisition, we expect to be at a leverage ratio of approximately 2.1x to 2.2x, which is at the low end of our target range of 2x to 3x. Further, we estimate available liquidity of approximately $80 million following the transaction, leaving plenty of flexibility to fund continued growth across all areas of the business. With this efficient use of debt, the acquisition of Royal is highly accretive to Black Diamond. Finally, this acquisition is subject to clearance under the Competition Act Canada, which we anticipate receiving and subsequently closing the deal by the end of 2025. Upon close, we'll begin integrating the businesses following our proven approach, which is to preserve the quality and culture of the company that we acquired. With that, let me pass the call over to Mike for his comments on how this move aligns with our growth objectives for our Workforce Solutions business and positions us to respond to current market dynamics, Mike?

Thanks, Toby. To build on what's already been said, this transaction is transformational to our Canadian workforce accommodations business and enables us to leverage the combined skill set of both teams, Black Diamond and Royal to serve our customers and grow the business. Royal's high-quality fleet of assets consists primarily of private format dormitories, kitchen and rec complexes and is currently approximately 53% utilized. Together, the combined business will have nearly 12,000 rooms of capacity across Canada, positioning us to respond to increasing market demand as Canada focuses its effort on expediting major nation-building projects, as Trevor alluded to earlier, and the addition of top-tier catering and hospitality services gives us the opportunity to serve our customers through a full turnkey offering. Further, Royal's 3 open camps strategically placed in Northeastern B.C. support current activity in the region, which is expected to grow with the build-out of LNG facilities, pipelines and increased resource development. Royal has a long and successful history of being an effective and respectful partner with indigenous communities similar to our approach of fostering structured and long-term engagement to deliver positive economic results for all parties. Through this acquisition, we have the opportunity to combine and expand our already highly effective indigenous engagement strategies to the shared benefit of our customers and partners. At Black Diamond, we know what sets us apart is our dedication to solving our clients' unique challenges and delivering on our promises. It is clear Royal holds the same belief and will serve our customers and partners through shared values and a commitment to providing unparalleled quality and service. I know I speak for everyone here at Black Diamond, when I say we look forward to welcoming the Royal team and are excited about the value that we will create together. With that, operator, let's open the call for questions.

[Operator Instructions] Our first question today will come from Kyle McPhee of Cormark Securities.

First question from me. You disclosed the Royal Camp EBITDA over the last few years, $31 million to $41 million. Can you tell us the margin profile attached to that EBITDA so we can better understand revenue? And is this all pro forma external client revenue? Or in other words, was Black Diamond's Workforce segment a client of Royal Camp for the catering side of the business that I think you guys currently outsource?

I can answer the second part of that first, which is no, Royal is not a supplier currently or recently to Black Diamond on the catering side. I think for the margin question, perhaps, Toby, you can take that.

Yes, happy to. Thanks for the question, Kyle. Yes, with Royal's complexion, the business has a strong rental component as our business does. But as we've talked about, has a strong catering and lodging component as well. And so with that mix of revenue, a little bit of a different EBITDA margin complexion of about 25% on the business is typically where we see it.

Got it. Okay. And then, I mean you've more than doubled your Canadian workforce fleet assets with this acquisition, essentially, you've acquired fleet capacity, among other things. But do you still need to be thinking workforce fleet organic CapEx near and medium term? Or does this acquisition kind of diminish the need for that organic CapEx that you've been talking about for your Workforce segment?

Thanks, Kyle. It substantially reduces the need for any meaningful capital for our workforce business in Canada. Obviously, we would want to absorb the unutilized fleet in the first instance. However, there are some asset classes that are in short supply in Western Canada, specifically around our small format. And then over time, there's sustaining capital required. So our anticipation would be continued deployment, but it would be fairly minimal, sustaining capital on these businesses is somewhere in the $3 million to $6 million on a combined basis to maintain the fleet on a capital requirement. And then occasional add-ins of certain fleet types. So when you look at the cash being generated on the combined Workforce businesses, Royal and Black Diamond, and what's required for sustaining or opportunity-driven capital, there's -- we anticipate a substantial amount of cash being generated beyond the reinvestment. And I think that will be for the foreseeable future.

Got it. And is there anything we need to know about -- as the utilization of this acquired fleet ramps up, is it deployable without a big upfront maintenance spend? Or is it all in pretty good condition. Can you speak to that?

Yes. We do a really intensive due diligence on assets. We've essentially touched all of the 2,000 pieces and graded based on quality and looking for maintenance deficit. And I think, Mike, you can give a bit of color of the quality of this particular fleet we're acquiring.

Yes. The quality is exceptional. And in most cases, requires little capital to get things out and rentable. In some cases, a little more work, but all fall ow with him Trevor's, what he had mentioned around maintenance cap. So we're excited about that. They have Royal has been very diligent and had a very good preventative maintenance program over the years in terms of how they've maintained their fleet. So very short order, these assets can go to work immediately.

Our next question will come from John Gibson of BMO Capital Markets.

Congrats on the acquisition. Just wondering if you could talk about utilization across the asset base. Has it been fairly stable over the last 3 years? I mean there's a fairly large delta in the adjusted EBITDA numbers. But just wondering how you could talk -- or if you could talk to utilization across the previous 3 years for these assets?

Yes. When we look farther out, the Royal platform participated on the large pipeline builds in Western Canada, just as Black Diamond and most of the camp companies did. So when we look at Coastal GasLink having come to completion on construction and the construction camps having been demobilized, that would have been in their profile a couple of years ago. Since then, however, they've had good project work through the 3 years. And so that midpoint we're looking at is supported by what we would call sustaining recurring activity within the business. And there's always a bit of a project-related flavor to workforce. However, because of their catering business, they also have long-term contracts where the customer is operating their facility as opposed to being in construction phase, and that gives a baseline of recurring revenue over long periods of time. And so that's one of the part of the complexion of what we like about the cash flows represented there. So a good baseline, I would say, John, of recurring or predictable EBITDA generation with the upside potential of the more project work or as the Royal team calls it episodic revenue. So when we look in combination, we based valuation off of the baseline and that leaves us upside potential as they pick up various types of project work. And certainly, as the bigger thematic projects come on, we think there's plenty of upside there.

Okay. Great. No, that's very helpful. And then just last one for me. Can you break down the industry exposure of Royal and maybe how it compares to your existing workforce business?

The breakdown of industry served by revenue? Is that what you're asking?

Yes, exactly.

Yes, Mike or Toby, maybe you've got that on hand.

Yes. As we've talked about, generally, there's good exposure to the primary industries would be oil and gas, mining and construction. And so the -- I don't have the specific split, but especially those first 2 industries would be the -- where the primary industry split is going for revenue.

Just to add to that as well, the Summit Camps, which falls under Royal is positioned extremely well in sort of Central Northern BC to focus on mining projects. They have good indigenous relationships in that area, which further to that has led to mining camp opportunities and projects that are currently underway. So when you sort of combine Royal, which is mostly sort of a Western-based oil and gas mining. With Black Diamond in terms of what we've been really focused on the last few years is sort of product and geographic diversification with focusing on disaster relief, for example, or at-risk housing, still keeping focused, of course, on oil and gas and mining. And then geographically, when we look to the North and the opportunities with defense and then what we're doing in Eastern Canada with a focus on mining projects, it's a really good fit for us when it's all said and done.

Okay. Great. I actually might sneak one more in. Just wondering more broadly what is the level of bidding activity for workforce housing right now? I mean, obviously, we've seen all the headlines with the push towards [ BILT5 ]. But can you speak to maybe -- is it at the highest level in the last decade? Or I guess, how excited are you about that -- the business or the potential for it to see utilization rise over the next few years?

Yes. We take a view that there is a tangible aspect to the thematic in Canada, and that is through the activity in our bid pipeline or our sales funnels. Some of that would be projects updating all of their pricing and planning in anticipation or in hopes of becoming identified as a nation building project. But overall, the quantum of bids is up substantially over the last several months with a handful of very large projects that we think are close to going into execution mode, which informs our view of and timing of why we would invest in our workforce business at this point in time. But quick to point out, these are large projects, sort of the front end scale up time lines from when FID happens, et cetera, a lot of complexity in mobilization. And so even where we may see FID on key projects and hopefully, Black Diamond and Royal are selected as service providers. There's still a time line that everybody needs to be aware of a ramp up over a number of months or several quarters to get to the higher operating levels that we anticipate will occur over the next year to 2 years. So yes, excitement, but just a word of caution of how complex and how the logistics take some time to move everything into the field and be up and operating.

Our next question will come from Sean Jack of Raymond James Limited.

Just wondering if you can describe what the revenue split is for Royal between what WFS would call lodging revenue versus classic rental revenue?

Yes, it's a good question. I'll pass it to Toby to give the data there and maybe Mike for a bit of color, Toby?

Yes. Sure. Thanks, Trevor. So as far as the total revenue split, we have about 20% is on the rental side. And then the -- there's about a 40-40 split typically depends on the given year, but between lodging and non-rental being similar to our business on primarily install and dismantle services. So that would make up the primary revenue split there, Sean.

Okay. Perfect. That's great color. And then wondering kind of back to what Kyle asked originally, but wondering if we should expect Royal support staff to replace existing subcontractors at BDI's existing camps?

Mike, do you want to respond there?

Sure. Yes. So while we're going through sort of the Competition Bureau from sort of immediate, there'll be very little. We have to work through that. But over time, we'll look at that as an opportunity perhaps to integrate them into some of our current camps and operations.

[Operator Instructions] The next question today is a follow-up from Kyle McPhee of Cormark Securities.

Just hoping you can maybe unpack a bit more the rationale for wanting to get into the catering services, internalize that function? Is that a primary motivation for this deal? Or is it kind of secondary to just having more workforce fleet capacity?

I would say it's both, Kyle. We have been looking at our Workforce business for the last few years in terms of positioning in the marketplace, et cetera. And with the prospect of higher activity levels, our positioning to be successful in securing projects. And we've concluded that on an integrated basis, we have the opportunity to work in the first place or to be at the table in the first place with the project owners themselves versus being behind a large caterer, et cetera. We've also seen a lot of change in our industry where there just aren't as many sort of good quality, midsized caterers who aren't interested in being in the equipment business. Those were traditionally our key partners in putting services -- a turnkey package together for our customers. And so this positions us in light of those changes, positions us well as an industry participant. And then I guess, lastly, there's elements of the long-term operations of our customers' facilities after they build these projects, where we've tried in various ways to provide services of value to them through building maintenance, the sale of modular assets for operating camps, et cetera. But this aspect of Royal and Summit where they can provide the catering hospitality services for longer periods of time sort of opens up that area of the industry in terms of revenue opportunity for us and to stay close to these customers on more of a daily basis, if you will, for when their next project needs come up. So we think strategically that, that's of strategic interest to us as we look at our marketplace. So there's a number of factors that led us to the conclusion that switching our model would be value creating. And then our view was we wanted to buy if it were possible to buy the highest quality piece in the marketplace, and we certainly think that's where Royal sits. And so we're quite excited from that perspective, and it fits into sort of this revised strategic view of the marketplace and where we wanted to sit.

Okay. Appreciate all that explanation. One last quick thing for me. Just what impacts whether or not the 4 million Black Diamond shares are issued to the sellers? Like why is the purchase price consideration mix not already kind of known and locked in?

Yes. It's interesting with the Competition Bureau process, having to occur before close. But maybe, Toby, you can simply explain how that works and what we're thinking there?

Sure. Yes, a big piece of the equity component was being able to provide a lot of the current ownership is the management and employee base of the company. And so we wanted them to have the opportunity to roll those shares into Black Diamond shares and create some good alignment with the company going forward. And so we have a portion of that consideration known, but there's a portion of that base of employees, shareholder employees that will need to be determined before close. And so we -- at this point, given what we know, we don't expect it to be at that $4 million cap, probably closer to 1.5 million shares is what we anticipate for final consideration.

This concludes our question-and-answer session. I would like to turn the conference back over to Trevor Haynes for any closing remarks.

Thank you, operator. Thanks, everybody, for joining. Hopefully, you can tell after our conversation here that this is a great addition to the Black Diamond platform, high-quality well-built, well-operated business with a great team and solid partnerships, et cetera. We think in combination and in the macro we're looking at, this positions us extremely well. So we're quite excited. Thank you again, and have a great day.

The conference has now concluded. We thank you for attending today's presentation, and you may now disconnect your lines.