Black Diamond Group Limited

Ladies and gentlemen, thank you for standing by. My name is Krista and I will be your conference operator today. At this time, I would like to welcome you to the Black Diamond fourth quarter and year end 2025 results conference call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question and answer session. If you would like to ask a question at that time, simply press star then the number one on your telephone keypad. And if you'd like to withdraw that question, again, press star one. Thank you. I would now like to turn the conference over to Emma Coveden, Vice President, Investor and Stakeholder Relations. Emma, please go ahead.

Thank you. Good morning and welcome to Black Diamond Group's fourth quarter and full year 2025 results conference call. With me this morning, we have Chief Executive Officer Trevor Haines, Chief Financial Officer Toby Labrie, Chief Operating Officer of Modular Space Solutions, Ted Redman, Chief Operating Officer of Workforce Solutions, Mike Ridley, and President of Royal Camp Services, John Warren. 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 may also make reference to various non-GAAP financial measures in today's call, such as adjusted EBITDA or net debt. For more information on these terms and others, please review the sections of Black Diamond's fourth quarter 2025 management discussion and analysis entitled Forward-Looking Statements, Risks and Uncertainties, and Non-GAAP Financial Measures. This quarter's MD&A, financial statements, and press release may be found on the company's website at www.blackdiamondgroup.com and also on the Cedar Plus website at www.cedarplus.ca. Dollar amounts discussed in today's call are expressed in Canadian dollars unless noted otherwise and may be rounded. The format for today will be similar to prior conference calls. Trevor will start with a high-level overview of the company's performance and highlights from the full year, including our view of the current and forward-looking operating environment. Trevor will then pass the call over to Toby for a more in-depth summary of the financials, including details from the quarter, and then we'll open the line for Q&A. With that, I'll turn the call over to Trevor.

Thank you, Emma. We appreciate everyone joining this morning for our fourth quarter and full year 2025 results conference call. First and foremost, I'd like to thank and recognize the exceptional team here at Black Diamond Group for delivering another highly successful year and continuing an impressive track record of performance. Before turning to the results, I want to acknowledge the team's unwavering commitment and focus to safety across the business, which resulted in year-end trip of 0.47 and zero lost time claims. Safety is a non-negotiable here at Black Diamond, and everything we do comes second to ensuring our employees and all those in our network return home safely at the end of each day. 2025 was another strong year for Black Diamond, marked by the completion of two strategic acquisitions, an oversubscribed equity financing, the expansion and extension of our asset-based credit facility, and disciplined execution resulting in compounding growth across the company. Our annual consolidated revenue of $456.9 million increased by 13%, with consolidated rental revenue reaching $162.2 million, up 10% from the prior year. Full-year adjusted EBITDA of $126.4 million also increased by 12%. This performance has resulted in strong five-year compound annual growth rates of 20% for consolidated revenue, 20% for consolidated rental revenue, and 26% for adjusted EBITDA. Our growth strategies are backed by disciplined capital allocation, and we continue to prudently allocate capital informed by long-term asset return data and customer demand to maximize returns over the life cycle of our fleets. 2025 capital expenditures of $105 million was generally in line with the prior year with the majority of capital going to contract-backed assets and strategic growth initiatives. So far this year, capital commitments are approximately $31 million, further underscoring the depth of opportunities across the business for continued investment and compounding growth. As of December 31st, the company had $149.3 million of future contracted rental revenue, a modest decrease of 6% from the prior year, yet still robust and a leading indicator in forming our stable outlook for the business over the coming quarters. All areas of the business produced strong results in 2025. MSS, again, generated record rental revenue of $107 million, up 14% from the prior year, contributing to adjusted EBITDA of 82.9 million, up 7% from the prior year. and average rental rates increased by 7%. WFS delivered total revenue of $233.1 million, up 30% from the prior year, contributing to adjusted EBITDA of $67.4 million, up 16%, which includes approximately one and a half months of contribution from Royal Camp Services, with that transaction having closed November 12th of 2025. And LodgeLink progressed through its year of transformation and continued to scale as total trade value of $114.9 million increased 21% from the prior year, generating record net revenue of $14.2 million, up 25% from the prior year. Looking back over a longer time frame, the performance from each area of the business is just as impressive, with five-year compound annual growth rates or CAGRs, of 22% for MSS Consolidated Rental Revenue, 22% for WFS Consolidated Revenue, and 45% for LaunchLink Full Trade Value, or TTV. These results highlight the effectiveness of our long-term growth strategy, best-in-class operational excellence practices, and underscores the resilience in our platform, given our distinct business units, comprehensive product and service offerings, diversified end markets, and broad geographic footprint. While these metrics indeed showcase the success from last year, an immense amount of hard work took place across the business to bring these numbers to fruition. And it's this I'd like to spend a bit of time on next. In 2025, there were several big wins that moved the business forward in a meaningful way. For the first time in over eight years, Black Diamond completed an oversubscribed bought deal public offering of shares in late June, issuing approximately 4.7 million common shares at $9.10 for gross proceeds of approximately $42 million. We also completed the extension and expansion of our asset-based credit facilities from $325 million to $425 million. for five years at attractive terms and attractive borrowing costs. Both the BOD deal and ABL expansion enabled us to later acquire Royal Cab Services for $165 million. The acquisition brings additional scale and enhanced service offering with integrated hospitality and catering and many long-term indigenous partnerships that complement our many partnerships across Canada. Since then, we have been working at integrating this high-quality business that's proving to have both values and cultural alignment with Black Diamond, perhaps even more so than initially thought. Our commercial and operations teams are collaborating closely on the breadth of bid opportunities in the pipeline and projects on the horizon. And we've begun the process of replacing third-party catering providers with Royal Camp's quality catering and hospitality services, as it makes sense to do so. which has been well received by our customers so far. And we also complement, we also completed a small tech acquisition with Spencer Corporate Travel in Australia that's positioned us well to serve customers in that region and expand our offering into the greater Asia Pacific. By nearly every measure, Black Diamond had a brilliant year, progressing our growth and operational strategies, serving our customers, collaborating with our partners, making a positive impact in the communities where we live and work, and ultimately delivering significant value to our shareholders. As we look ahead to the first half of 2026, we'll continue to build on this foundation with steady operating conditions and supportive macro tailwinds anticipated in core end markets across North America and Australia. While correlating stable demand is expected across the platform, a degree of near-term variability exists when narrowing in on certain areas of the business. MSS will continue showing rental revenue stability with moderate growth in concert with organic fleet additions and modest average rental rate increases in line with inflation. Fleet utilization remains within our optimal range, underpinned by stable customer activity across our diversified end markets, including strength in construction and major infrastructure verticals. slightly offset by delays in the education pipeline, which we believe is as a result of shifts in public sector funding. Overall, the fundamentals of this area of the business remain healthy, and the current demand we're seeing is conducive to further disciplined capital allocation to expand the fleet and our operations. Turning to WFS, recent strong performance highlights the somewhat episodic nature of this area of the business, given several one-time occurrences within the fourth quarter, including rental revenue from an early contract termination for a U.S. project and high sales revenue. In the near-term, performance of WFS is expected to be steady, although the contract termination will impact rental run rate and utilization in the region as assets are gradually redeployed on new projects. T1 2026 will be the first full quarter of contribution from Royal to the WFS division, which will form the new baseline for the combined entity. Over the next several quarters, we expect results for the base business to remain reasonably consistent, excluding periodic project and sales revenues, which remain hard to predict in terms of timing and opportunities. While elevated bidding activity and customer project planning associated with prospective nation-building projects in Canada continues. This activity won't translate into meaningful growth or step changes that would materially increase utilization until late in 2026 or early 2027, as sales cycles in this area of the business are inherently long. That said, the outlook for WFS is brighter than it has been in several years with significant catalysts on the horizon. which we are very well positioned to respond to. LodgeLink is set for accelerated growth as the completion of a substantial new suite of software tools and services is set to become available to the market later this year, which in turn will help to expand our customer base, increase wallet share among current customers, and drive travel segment volumes, particularly in the U.S. and Australia-Asia-Pacific. We'll continue to advance our software functionality to complement existing capabilities, providing customers with increased efficiencies, further differentiating our offerings to the market. Overall, we are pleased with our performance in 2025 and are confident in the company's stability in the near term. Our core rental platform and the recurring aspects of the WFS business are running well, yet project-oriented or variable revenue streams related to sales is expected to be uneven in the first few quarters. When we look ahead at the full year, we are confident in our growth expectations, strengthen the fundamentals of the business, attracting returns on capital, consistent free cash flow generation, and healthy operating leverage. Black Diamond has all the tools required to continue to compound long-term growth and shareholder value. With that, I'll now turn the call over to Toby.

Thanks, Trevor. And good morning. I'm pleased to provide additional context on the results. Building on what Trevor covered, I'll provide some specifics around our fourth quarter, fleet utilization and performance, our balance sheet position, and then open the line for questions and answers. With respect to the fourth quarter results, consolidated revenue of $144 million grew 9% and adjusted EBITDA of $38.9 million increased 5% from the comparative quarter. Consolidated rental revenue of $44.5 million increased 16% from the comparative quarter due to increasing fleet size and rental rates, partially offset by a decrease in utilization by 460 basis points to 72.2% for the quarter. While MSS total revenue for the quarter of $53.7 million was down 26% from the comparative quarter, this is primarily driven by the typical variability seen in sales revenue, which decreased by 50% to $14.3 million. This was because of the unusually high levels in Q4 2024, as sales that had delayed earlier in the year were recognized within that quarter. Non-rental revenue in MSS was $12.4 million, down 32%, primarily due to lower installation revenue from reduced sales activity. Q4 MSS utilization of 77.6% was down 480 basis points. Despite this decline, the core of the MSS business, which we consider the stable recurring rental revenue, increased by 4% to $27 million, driven by a 4% increase in fleet and a 3% increase in average monthly rental rate. The MSS business continues to focus on growing VAPS revenue to increase the value of our product and service offering to our customers and to improve the overall return on assets. VAPS revenue increased substantially from the comparative quarter by 30% to $2.6 million. WFS had a robust quarter driven by stability in the base business, contribution from Royal, and several one-time occurrences. WFS revenue of $90.3 million increased 51% from the comparative quarter, driven by increases in non-rental, lodge services, and rental revenue of 122%, 108%, and 39%, respectively. Rental revenue was impacted by the previously mentioned early contract termination in the US, contribution from Royal and modest growth in Canada and Australia. Sales revenue during the quarter was $23.8 million, down 3% or $0.8 million from the comparative quarter due to lower custom sales in Australia and the US, but still at relatively high levels due to custom sales in Canada. WFS utilization of 56.8% was down 630 basis points, leaving ample spare capacity for us to deploy assets as projects materialize from our very active bid pipeline. In 2025, net profit for the company increased 35% to $34.8 million. While increasing profit in the year is indeed indicative of our commitment to profitable growth, it must be noted that a portion of the profits in 2025 are from the receipt of insurance proceeds earlier in the year. At year end, net debt was $328 million, up from $223.6 million at the end of 2024, largely due to the acquisition of Royal Camps that was funded by $150 million of cash drawn against the company's credit facility. With liquidity of over $96 million, we remain well positioned to fund growth opportunities, organic and inorganic, as they arise. Currently, our net debt trailing 12-month adjusted leverage EBITDA ratio is at 2.0 times, which is at the low end of our target range of two to three times. This provides us with significant flexibility given the continued strength of our balance sheet following the acquisition. The average interest rate paid on debt during the quarter was 4.35 percent, which was 101 basis points lower than the comparative quarter as benchmark interest rates continued to decline. Businesses' ability to generate stable and growing free cash flow supported by a strong balance sheet remains a defining characteristic of Black Diamond. In the fourth quarter, we generated $28.9 million of free cash flow, representing a modest 12% decline from the comparative quarter due to changes in non-cash working capital. For the full year, free cash flow totaled $88 million, an increase of 10% from the prior year. Finally, we continue to progress through the ERP upgrade which is expected to improve operational efficiency and support the company's long-term growth objectives. We are nearing the completion of this long and complex project, and because of the continued efforts of our dedicated and skilled project team, it remains on schedule and on budget. To date, we have invested approximately $7.7 million, with roughly $4.2 million remaining from the original budget. We anticipate the current phase from MSS and corporate will go live in Q2 2026. To reiterate Trevor's commentary, we remain confident in the performance of the business and the resulting continuation of our annual growth trends. The near-term outlook is balanced with a likely positive inflection point in later 2026, in line with progress around major nation-building infrastructure and resource projects in Canada. Our teams remain committed to rigorous safety and operating standards and will continue delivering innovative solutions that meet and exceed our customers' expectations, which is ultimately how we sustain our aggressive growth trajectory. Bat operator, please open the call for questions.

Thank you. We will now begin the question and answer session. If you would like to ask a question, please press star one on your telephone keypad to raise your hand and join the queue. And if you'd like to withdraw that question, again, press star one. We kindly ask that you limit yourself to one question and one follow-up. For any additional questions, please re-queue. And your first question comes from Kyle McPhee with ATB. Please go ahead.

Hi, this is Hamza for Kyle. Starting off with MSS. For the modular space side of your business, your commentary suggests ongoing growth capex will be sunk into modular space fleet expansion. Can you help us understand budget levels? Will the growth capex for the segment be similar to the approximate $60 million in 2025, or is the budget falling based on what you see with demand trends?

Little bit of trouble hearing you, but I think you're asking growth capital within MSS if it will be how it would compare with last year's roughly 65. What we're seeing right now, and keep in mind, our CapEx for capital allocation is continuous. We don't work on an annual budget, so we're responding to demand through our system on a quarterly basis. So currently, we're at the end of December. We had over $30 million of committed capital. The majority of that is for organic wheat additions through our manufacturers. And with that visibility, I would suggest, Ted, that we're seeing steady demand. And so the absorption rate could be in line or perhaps slightly higher based on our larger footprint this year.

Yeah, I think that's right. We're seeing similar demands to last year. We look at our asset classes that are highly utilized and have good return on assets, and that's where we allocate our capital. So we're always surfacing those opportunities, and I think the cadence that we're seeing this year is similar to last year.

Okay, got it. Can you help me understand the optics around modular space utilization, which has been directionally falling in recent quarters versus your messaging that you'll continue to spend on modular space fleet expansion? Maybe your utilization is not actually falling in terms of units on rent versus the book value based utilization metrics you report in your financials. Thank you.

Yeah, so a little bit more color on MSS utilization vis-a-vis the continued fleet additions. It really comes down to product line and region. But Ted, just some color to what's happening there.

Yeah. So we did have a few large construction and education projects come off rent in Q4. So that's what drove that decline. We expect those units are going to go back on rent over the next few quarters. on both education and construction projects. A lot of our capital is allocated what we call bid set projects, so up on projects that we're quoting on, and if we win the quote, we're buying the capital to fulfill a specific contract, so it's not on spec, and we only do spec CapEx where we have a high demand, high utilization asset that we have excess demand for. So that's how we manage our utilization.

Okay, got it. And then last one for me. On the WFS segment, for the workforce side of your business, can you provide more color on the reason for the early contract termination you called out? And also, when was the original contract maturity? What was the expected maturity on this contract? It would also help if you could quantify how much rental revenue or large services revenue will disappear in Q1 on the back of this contract termination before we see the next big demand wave start to materialize later in this year.

Yeah, the nature of our projects is not uncommon for a client to complete a project before their contracted term is up and they'll pay us out. remaining rent, which is the terms of how our contracts work. But Mike, in this situation, provide a bit of color and how we feel about the ability to reabsorb.

You bet. And in fact, in this particular case, this contract was actually renewed a couple of times over the better part of the last five years. So it's been a really nice contract for us. The fact that we had a contract on the extension to get Basically, rent paid is really good. The ability to get these assets out to work over the course of the year, I think, is really, really solid. Our pipeline is very active in the U.S., be it construction, oil and gas, mining, gold at $5,000 an ounce, at Pulse for Canada, for that matter, as well. So our data centers are a big thing now. The industry didn't really talk much about it a year ago. And all of a sudden, they're sprouting up everywhere. So there's opportunities unquestionably to get these assets back to work over the course of the year.

It's important to point out the quantum of this acceleration of rent is not material in the terms of Black Diamond. But it did bolster the Q4 modestly. And then correspondingly, we don't have the run rate going into 26. That being said, Mike, that contract was coming to termination within about six months, within 26 anyways.

Yeah, that's right.

Your next question comes from the line of Matthew Lee with Canaccord Genuity. Please go ahead.

Hey, morning, guys. Thanks for taking my question. Maybe another one on the workforce solution side. U.S. utilization now is about 50%. Can you just talk about how you're going to deploy those units? Is there an opportunity to start selling a couple of those in the U.S. market? Can they be brought to Canada? What can we do with that capacity?

Good question. Again, quite confident that we'll be able to get our utilization growing over the course of the year with the pipelines. Very active. There's lots of major projects, data centers, those deploying a lot of them to Texas. As it pertains to the ability to bring those into Canada, they're coded for the U.S., so not really suited for the Canadian market. Conversely to that, sometimes there is the ability to send Canadian assets down to the U.S. market. You can get variations from local municipalities and states, et cetera. But I'm confident that these will get out over the course of the year.

Generally speaking, Matt, our view is We're not interested in selling our rental assets. And that's informed by what we're seeing in the activity in our active pipelines, et cetera. So we're much more confident that we're going to see our fleet going to work and generating cash for us, which we're more interested in right now than selling the assets.

Right. I totally agree with that. You know, if I'm thinking about a successful year in 2026, you know, what would workforce solutions utilization look like by the end of the year?

That's a good question. With the combination of Royal, we've got about 6,000, we've got 12,000 rooms of capacity, and somewhere around 6,000 of spare capacity, which positions us exceptionally well when you think about the number of projects, variety of projects, and the scale of projects that we're looking at in North America, and in particular in Canada. What becomes difficult, even though we're very active with these projects, they're complicated in terms of timing, permitting, contracting, et cetera, et cetera, which is why we caution that You know, we've got visibility and demand, but what's difficult to forecast is the exact timing. And at the outset of these projects, there is the requirement to move assets into place. Well, even before that, preparing the site, where the camp's going to go, mobilizing the assets, assembling them. And then we usually see sort of a ramp-up curve as the projects begin populating their complement of trades, et cetera. We could very well, or just I'll ask what success looks like. Success would be translating a very active bid pipeline with highly prospective and being able to show that that's converted into some limited notice to proceed, some early works in preparation of sites, and then beginning to show that operational revenue coming in and having visibility that there will be occupancy-related full turnkey rental and catering revenue under contract as we exit 26 into 27 on some of these larger projects. And so we don't look for sort of an incremental 1% of utilization at a time. This is going to move in chunks. We could be 10%, 15% step changes as larger camps get contracted and start mobilizing. I'm not giving you an exact number because it's not an exact science, but that's what we anticipate happening over the next six to nine months. And Mike, John, feel free to make additional.

Yeah, and when I look at our basic business, eastern Canada, we're expecting to see utilization growth in the east. There's a lot of mining activity, as I mentioned, $5,000 in gold. mining companies are wanting to move real quickly to get to work. And most of those projects have a camp requirement. So you have that, you have construction, you have data centers, like the pipeline is fairly active. And again, I'll go back five, six years ago to our strategy of diversification. And while maybe some of these nation building projects may be a little bit slow off the hop, our strategy continues to be very, very sound. And, um, confident that we'll see utilization improvement over the course of the year.

That's really helpful. I guess, you know, four projects, 10 percentage points each, that's 95% utilization, so I'll just use that. No, I'm kidding. Thanks.

Your next question comes from the line of Frederick Bastien with Raymond James. Please go ahead. Frederick, your line is open.

Good morning, sorry about that. Question on balance sheet strength and your capacity and willingness to deploy that capital on future M&A. I think better to say that before the excitement around workforce accommodation, we were really focusing or paying a lot of attention to what you might be doing on the space rental side. How do you feel about your capacity or your ability to deploy capital this year versus where you were maybe 12, 18 months ago?

But if anything, we've got more firepower. We've got very strong free cash flow. The growth that we anticipate on the workforce platform will not require incremental capital in the near term. because of the operating leverage of the current unutilized fleet capacity. And that leaves us strategically able to focus inorganic growth around our MSS platform. We love the fact that there's a lot of interest in the camp business again. I think it's a fantastic business. We've added, in our view, the best piece in the industry with Royal Camp as far as full-time heat. catering goes, but our strategy has not changed. The core recurring stable revenue streams that we can generate with high returns on asset on the MSS platform and what it does in terms of stabilizing our overall platform is super important to us. And we've got the balance sheet, Toby, to support pursuit. in a very disciplined way, but looking to continue to organically grow MSS, and then if the opportunities present themselves, to pursue inorganic growth to continue two things. One, building our business and showing how great this asset class is for long-term value creation, but also looking at the overall portfolio balance of Black Diamond. We would like all of our businesses to grow, but we need to accelerate our MSS business here. So I think we've got all the tools, Toby.

Yeah, and I think with our free cash flow of $88 million in 2025, expecting that to continue to grow in 2026, gives us a lot of free cash from the business that we expect to be able to redeploy into growth of the business. through organic and potentially inorganic growth. And as needed as well, we've shown that with strategic acquisitions in the past, we've been able to increase our facility sizes with those acquisitions as needed. So I think that ability is still there. So we're confident in our ability to continue to grow pursuing our strategy of of organic and inorganic growth.

That cash flow, free cash flow from last year, you need to augment that with Royal. And so when we think about the cash we'll be generating to invest in the business, there is a step change there that occurred with the acquisition of Royal, which doesn't consume capital so much as it produces free cash flow. And Ted, we think there's a lot of white space or box modular in the U.S. There's some areas in Canada where we're still trying to get to economic size in those markets, like Quebec and eastern Canada. But the U.S. is a big focus, and we see great opportunity there.

Yeah, our market share in the U.S. is still relatively low. So there's opportunities in the markets we're already in. And then there's lots of adjacent markets to our existing markets where it's fairly low risk. We can open up satellite yards, hire salespeople to cover additional adjacent markets. So on the organic side, there's definitely opportunities for growth there. And Trevor's always on the outlook for acquisitions.

You're definitely open for business on the M&A side. Do you have a feel for how your potential targets are, you know, is there an appetite for that now? Are the prices coming down? I'm just hoping to get some color on that piece.

Yes or no. I mean, there's been a lot of consolidation in the MSS space in North America. And you can look at the other large public U.S. platforms and You can see the evidence of that. We think multiples have perhaps come off because the public platforms, publicly traded platforms, have come off their peak multiples. And that plus some other factors from a US perspective with regard to concentration for competitive purposes from a regulatory perspective. also open up room for the smaller third or fourth market share platform, which we would be to grow more quickly with little resistance or less resistance. So then what you're pointing to is can we find these platforms that are complementary and meet our quality expectations and come to a reasonable valuation? uh, which would be a creative for us. I'm confident we can, but, uh, wouldn't miss this lead anybody to suggest that, uh, that it's easy. Um, but I think you can look at our track record. I think we're pretty disciplined and, um, we're, we're well known in, in our industry. So the opportunities are there for sure. Uh, very hard to predict when and what, uh, so that's the difficulty in, um, giving any sort of outlook or guidance with regard to, uh, M&A.

I appreciate that. Thanks. Appreciate the detailed answer. Thank you.

And that concludes our question and answer session. I will now turn it back to Trevor for closing comments.

Thank you. Thank you all for joining and listening today and your interest in Black Diamond. And in closing, once again, thank our fantastic team across all of the Black Diamond platform for their good work and keeping each other safe. Thank you. Have a great day.

Ladies and gentlemen, that does conclude today's conference call. Thank you for your participation, and you may now disconnect.