Black Diamond Group Limited · TSX:BDI
Black Diamond — Merger or Acquisition (November 2020)
15 slides from Black Diamond's merger presentation, Nov 30, 2020
Slide 1: Acquisition of Vanguard Modular Building Systems
Acquisition of Vanguard Modular Building Systems November 2020 OUR11/30/2020 WAY IS TO CREATE A BETTER WAY 1 BOXX Modular classroom in Georgia Investor Relations | investor@blackdiamondgroup.com
Slide 2: Disclaimers
Disclaimers Forward Looking Statements Certain information in this presentation contains forward-looking statements including, but not limited to, the effects of the acquisition of Vanguard on Black Diamond’s business and operations, the expected future size of the Modular Space Solutions division,
Slide 3: Transaction Summary
Transaction Summary Vanguard Modular • Fleet of 2,196 rental units • 1.7 mm square feet of rentable space • 59 employees Purchase Price Summary University of Delaware • US$58.7 mm plus US$ 3 mm of deferred receivables • Funded via: • US$50.0 mm cash • US$8.7 mm preferred shares • US$3.0 mm common sh
Slide 4: Strategic Rationale
Strategic Rationale Scale & Diversification Adds 2,196 rental units to MSS fleet, bringing the total to 8,856 across North America Highly Accretive Annual pro-forma EPS accretion of approximately C$0.07 per share Complementary Geographies Minimal overlap of rental fleet provides new areas for future
Slide 5: Continuing to Execute on MSS Growth Objective
Continuing to Execute on MSS Growth Objective MSS Fleet Unit Count Spectrum Acquisition 9000 1/28/20 Vanguard Acquisition 8000 11/30/20 7000 6000 Britco Acquisition 5000 3/6/17 4000 3000 Nortex Acquisition 12/30/09 2000 1000 0 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 202
Slide 6: Vanguard Overview
Vanguard Overview • Headquartered in Exton, PA, Vanguard provides • Portfolio of long-term leases provides stable relocatable modular classrooms and commercial recurring revenue complexes to nearly 30 states in the eastern and • Expertise serving the classroom sector southern US • Led by an experien
Slide 7: Strong Management Team In Place
Strong Management Team In Place Mr. Eberle joined Vanguard in March of 2017, was promoted to president in August 2017 and became CEO in the Peter Eberle March of 2018 Over 20 years of experience spanning all facets of the modular building industry and 25 years experience in both Chief Executive
Slide 8: Robust Core Rental Platform
Robust Core Rental Platform • Stable rental revenue growth supported by steady • ~US$23 million of contracted rental revenue outstanding utilization and rates • Long lived contract terms of 36-60 months with a renewal • Platform has responded well to fleet growth and has rate of ~80% efficiently put
Slide 9: Custom Sales Offering Complements Rental
Custom Sales Offering Complements Rental • Vanguard has extensive experience providing complete • Limiting project size ensures profitability custom sales project solutions • Well diversified among customers and end markets, • Focus is primarily rental business, but sales are offered to similar to r
Slide 10: Building Scale : Geography & Unit Data
Building Scale : Geography & Unit Data Black Diamond Pro Forma w/ % Change before Vanguard transaction MSS Fleet Count 6,660 8,856 33% MSS US Fleet 2,024 4,220 108% Count 2020 Sep 30 YTD $62.3 $104.0 67% MSS Revenue (CAD mm) Head Office 2020 Sept 30 YTD $19.4 $28.4 46% MSS Adjusted MSS EBITDA (CAD m
Slide 11: Enhancing Diversification
Enhancing Diversification Industry Diversification Percentage of Company Revenue by Industry – Q3 2020 Power, Refineries and Infrastructure 19% 14% Other 16% 19% Oil & Gas 10% 7% Mining 7% 5% Government 14% 12% Education 7% 21% Construction 27% 22% 0% 5% 10% 15% 20% 25% 30% Q3/20 Reported Q3/20 Pro
Slide 12: Building Scale: Selected Financials
Building Scale: Selected Financials Income Statement 2020 Sept 30 YTD Pro Forma Total Adjusted Pro Forma 2020 Sept 30 YTD Revenue by ($mm CAD) Rental Sales Other Revenue EBITDA Business Unit MSS Current 27.9 10.7 23.7 62.3 19.4 Vanguard 12.5 22.5 6.7 41.7 9.0 MSS 40.4 33.2 30.4 104.0 28.4 WFS %Δ Pro
Slide 13: Black Diamond Investment Attributes
Black Diamond Investment Attributes MSS targeting 10% annual fleet growth MSS EBITDA growth to outpace fleet Growth growth driven by stronger rental revenue, economies of scale, VAPS and other service offerings LodgeLink platform beginning to scale Growing revenue base from U.S., Eastern Can
Slide 14: Creating a Better Way
Creating a Better Way • Disruptive digital booking platform • Rapidly scaling LL • Focused on essential workforce travel LodgeLink • Significant operating leverage • Improving utilization & diversification of projects WFS • Long-lived rental assets Workforce Solutions • Low maintenance capital • Div
Slide 15: Thank You
11/30/2020 THANK YOU 15 12x60 BOXX Modular unit in Houston, TX Investor Relations | investor@blackdiamondgroup.com
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