North American Construction Group - Q2 2023

Transcript

Operator (participant)

Good morning, ladies and gentlemen. Welcome to the North American Construction Group earnings call. At this time, all participants are in listen-only mode. Following management's prepared remarks, there will be an opportunity for analysts, shareholders, and bondholders to ask questions. The media may monitor this call in listen-only mode. They are free to quote any member of management, but they are asked not to quote remarks from any other participant without that participant's permission. The company wishes to confirm that today's comments contain forward-looking information and that actual results could differ materially from a conclusion, forecast, or projection contained in that forward-looking information. Certain material factors or assumptions were applied in drawing conclusions or in making forecasts or projections that are reflected in the forward-looking information.

Additional information about those material factors is contained in the company's most recent management discussion and analysis, which is available on SEDAR and EDGAR, as well as the company's website at nacg.ca. I will now turn the conference over to Joe Lambert, President and CEO.

Joe Lambert (President and CEO)

Thanks, Joelle. Good morning, everyone, thanks for joining our call today. Today's call is clearly different than ones in the past, given the share purchase agreement we signed yesterday. We fully expect the majority of the discussion to involve the transformational acquisition of the MacKellar Group. Therefore, we'll do things a bit different this morning. I've asked Jason to summarize our Q2 performance. I'll jump right into the commentary and context on MacKellar. At the end of the prepared remarks, we are happy to address Q&A on either Q2 or MacKellar. With that, I'll hand it over to Jason.

Jason Veenstra (CFO)

Thanks, Joe, and good morning, everyone. As mentioned, to focus on MacKellar, the quarterly comments this morning will be brief. On slide three, as a standard practice here, we start with safety and our Everyone Gets Home Safe commitment. Our trailing 12-month recordable rate is now at 0.27 and represents a significant improvement from last year, which ended above our company target. We are primarily focused on leading indicator initiatives, with several outlined on the slide, but are encouraged by the lagging indicator trend. On slide four, you will see two things. 1, 61% was the highest utilization we've ever had in a second quarter, but two, and probably more noticeable, the month of June was well below expectation. April and May benefited from the strong momentum carried from Q1 and averaged 70%, which was very encouraging.

The surprisingly wet weather in June and a required mobilization of equipment into Fort Hills drove utilization in that month to below 50%, a level we haven't seen since mid-2020. High demand remains for our heavy equipment. We expect this throughout 2023 and into 2024. We likewise expect our maintenance teams to continue their strong work and correlated improvements in the mechanical availability of our fleet. We remain on track with our utilization goals to be in the targeted range of 75%-85% on an annual basis, with the trailing twelve-month average now at 70% compared to the 65% we posted in 2022. Moving to the financials.

Slide six, combined revenue of CAD 277 million represented the highest level of revenue this company has ever had in a Q2 and correlated to the typical impacts that the spring season has on equipment utilization in the oil sands. Return on Invested Capital of 15.3% is the highest we've ever achieved and surpassed the company goal we had set of 15%, as trailing twelve EBIT of CAD 143 million outpaced increases in invested capital, which now sits at CAD 731 million. Slide seven, on a combined basis, revenue was 21% ahead of Q2 2022. Reported revenue, generated primarily by our core heavy equipment fleet, was up 15% quarter-over-quarter, with the drivers of this increase being slightly improved utilization and the adjusted equipment and unit rates, which were applied in Q3 2022.

ML Northern, acquired on 1 October provided another full quarter of operations of fuel and lube delivery. As we approach the one-year anniversary of welcoming them to NACG, we are happy to consistently report the strong performance of that critically important support fleet. Our share of revenue generated by joint ventures and affiliates was CAD $83 million, compared to CAD $60 million in Q2 2022, notably up from Q1 2023 revenue of CAD $78 million, as their projects are not as significantly impacted by the spring season. The Nuna Group of Companies had another busy quarter of activity at the gold mine in Northern Ontario.

Of particular note, though, the primary drivers of the increase in combined revenue included the continued growth of top-line revenue from rebuilt ultra-class haul trucks and excavators now being owned by our joint venture with the Mikisew, and the increasingly important impact of the joint ventures dedicated to the Fargo-Moorhead Flood Diversion project. We had another full quarter of construction work at the Fargo project, with the project passing the 10% completion mark and hitting its stride. Combined gross profit margin of 13.1% was a quarterly improvement from the 9.6% we posted last year, as our operations in the Fort McMurray region experienced the challenges of Q2 weather.

Our joint ventures continued their trend of strong, consistent operating margins and margins benefited from the ML Northern acquisition, from lower internal costs, as well as strong margin from services provided to external customers. The Second Life Rebuild program commissioned and sold another ultra-class haul truck during the quarter. Moving to slide 8, adjusted EBITDA of CAD 52 million is the best Q2 we've ever posted and reflective of the commentary thus far. Included in EBITDA is general and administrative expenses, which were CAD 7.2 million in the quarter, equivalent to 3.7% of revenue, and remained under the 4% threshold we've set for ourselves. Going from EBITDA to EBIT, we expensed depreciation equivalent to 10.4% of combined revenue, which reflected the depreciation rate of our entire business.

Diversification efforts into less capital-intensive services continues to have a noticeable impact on the depreciation percentage. When looking at just the wholly owned entities and our heavy equipment fleet, the depreciation percentage for the quarter was 12.6% of revenue and reflected an effective use of our fleet during a challenging quarter. Adjusted EPS for the quarter of CAD 0.47 was CAD 0.30 up from Q2 2022, as revenue increases translated down to net income. EPS was driven by CAD 23.1 million from adjusted EBIT net of interest and taxes. The average rate for Q2 was 6.9%, as we trended up slightly from the Q1 rate of 6.7% from continued interest rate increases.

Excluding the acquisition, Joe will discuss, the gross interest expense of CAD 7.5 million should be a high watermark for the year as free cash flow is generated in the second half and we pay down debt. Moving to slide nine, I'll summarize our free cash flow. Net cash provided by operations of CAD 40 million was generated by the business, reflecting the strong EBITDA performance. Free cash flow was a use of CAD 4 million, as sustaining maintenance capital of CAD 38 million was invested in the fleet. Moving to slide 10, net debt levels increased CAD 10 million in the quarter, as CAD 4 million of free cash flow used was financed with debt in addition to the growth assets purchased and dividend payments.

Despite the modest increase, net debt and senior debt leverage remained fairly steady at 1.4 and 1.3 times, respectively. Slide 11 provides our bid pipeline, which according to our estimating team, is the fullest it's ever been and highlights strong demand and active project tenders. Similar to last quarter, we added another CAD 300 million in new tenders, about half of which is outside the oil sands and roughly matches our diversification. The process for the regional contract in the oil sands is going as expected, and we estimate that process to wrap up in early Q4. We have close to 50 average active projects and remain encouraged by the activity we see across various commodities.

Our contractual backlog now sits at CAD 920 million as we complete the scopes awarded to us, and we continue to have expectations of exceeding CAD 2 billion before the year is out. With those comments on the quarter, I'll pass the call back to Joe.

Joe Lambert (President and CEO)

Thanks, Jason. As a company, NACG has always been very selective in how we use our capital, and when it comes to our M&A, we have been determined but patient in selecting the right businesses, people, geography, and markets to enter. That is why today, I'm extremely excited to announce our largest acquisition to date, the MacKellar Group. This transformative transaction is a culmination of thorough operational and cultural diligence over the course of multiple years, and a deal that makes clear strategic sense. We believe this transaction is financially compelling and more accretive to our shareholders than any other use of capital. I hope at the end of this presentation, all participants will agree that this transaction fulfills our stated objectives and provides a meaningful step change in our project execution capabilities and growth profile.

In this slide deck, I'll present and discuss a high-level review of MacKellar and the financial highlights of this transaction, followed by a review of how this acquisition fits our corporate strategy for growth and diversification, and ending with a few slides on our next steps and outlook for 2023 and 2024, before taking any questions you may have. On slide four, founded in 1966 by Alastair MacKellar, a heavy equipment mechanic or fitter in Australian terminology, the MacKellar Group has grown to over 450 pieces of heavy equipment, operating on more than 15 projects with more than 1,000 employees, of which over 375 are highly skilled maintenance personnel operating in a system focused on safety and innovative ways to lower equipment costs and extend asset lives.

As a leading provider of heavy earthwork solutions to mining and civil sectors, MacKellar provides a meaningful entry into Australia at a time where heavy equipment is in peak demand. Moving on to slide five, we highlight some of the key financial attributes of the transaction. Starting with a purchase price below book value of assets and a favorable purchasing structure, our strong underlying business has allowed us to finance the acquisition with our own balance sheet, resulting in exceptional accretion. Our fully underwritten financing, supported by our lead lender, shows a confidence in our business, and the vendor-provided financing aligns management teams and mutually incentivizes exceeding performance targets. Although fully debt-financed using the strength of our combined balance sheets, the leverage is expected to be 1.8 times at year-end, and below 1.5 times by the end of 2024.

Last, but certainly not least, MacKellar adds over CAD 2 billion in incremental backlog, providing a predictability and sustainability for the business that allows for longer-term investments for future efficiency and growth. Measured on all metrics, this deal was a rare opportunity, and I'm thrilled to be announcing it today. On slide six, we provide a bit of a timeline and approach we took to the transaction, starting with an introduction through our team at DGI, who we acquired back in 2021. MacKellar is a longtime customer of DGI, and the founders of each company have had both a business relationship and personal friendship for several decades. Seeing the similarities between NACG's and MacKellar's operating philosophies and corporate culture, DGI facilitated the introductions.

After several initial conversations, it was clear that our two companies shared common values and culture and could make a great combination. We likewise each toured the other's field operations and confirmed the words were matched with what we saw in the business execution. Once the fit and potential combination had been mutually established, we progressed with the utmost diligence through continuous and transparent dialogue for over two years, resulting in agreement achieving both companies' transaction criteria. This disciplined approach provides us, our board, and the MacKellar team with significant confidence of the ability to successfully integrate and execute our strategic plan moving forward. On slide seven, we provide a bit more detail into the transaction rationale.

First and foremost, MacKellar shares our same core values of safety and focus on operational and maintenance excellence to be the low-cost provider and contractor of choice. In my opinion, this cultural fit cannot be overstated, as it is key to integration success and a match that is so similar, that I would expect anyone knowing NACG and speaking to a MacKellar employee to feel like the only difference was the accent. I'll move on to the other points, as we will discuss this further on subsequent slides, but this cultural match is definitely a unique and favorable sign, providing confidence in our future together.

Along with a transaction that has minimal integration and financing risk, we're acquiring a large, newer, and well-maintained fleet at below book value, with significant room for growth and diversification in the various commodities and resource-rich areas of a mining-friendly country. With new equipment lead times ranging from one-two years, acquiring a fleet of this size provides immediate scale during peak demand. I would also note the relatively young age of this fleet, with just over 40% of the fleet being purchased in the last five years and just under 30% in the last two years, with these most recent purchases still having a couple of years before requiring any meaningful major component, sustaining capital.

With significant contract awards expected in NACG's core business before year-end, we expect a combined backlog of greater than CAD 4 billion, providing consistency that allows for planning and efficiency of our workforce and our fleet. Moving on to slide eight. Both NACG and MacKellar are committed to the health and well-being of our employees and minimizing our environmental impacts through individual commitment and proactive participation at every level of the organization. Combined, we will continue our commitment to achieving industry-leading results and relentless pursuit of zero harm in getting everyone home safe. You can likewise expect to see more details of an integrated ESG plan in our next annual sustainability report, which demonstrates further commitment to key items such as reducing our carbon footprint, expanding our indigenous relationships, increasing diversity in our workforce, and improving the communities we work in.

On slide nine, we highlight some of the key skills and characteristics of MacKellar and note how well they match ours. Whether it's an indigenous customer or vendor partnership, MacKellar values them all and treats them all with respect, honesty, and a genuine desire to be mutually beneficial. MacKellar has continued to innovate and build their skills through in-housing of equipment maintenance, component remanufacturing, and equipment rebuilds. They have successfully and continually demonstrated these skills through lowering costs and extending component and asset lives. The hands-on solution and focus extends from an executive team to the front line, with demonstrated commitment to safety, ethics, communication, people, and performance.

In our next section on diversification, I'll quickly go through these slides to show what will be achieved pro forma with this transaction and what the opportunities are to further grow and diversify the business going forward. On slide 11, we show our geographic diversification into Australia and highlight all the key characteristics that make it such a great resource market. With its concentration of resources in Western Australia and Queensland, the country provides a great growth engine as we look to expand further into these mining-friendly regions. On slide 12, we highlight on the left our significant geographic diversification progress and fleet expansion since 2018. On the right, the tremendous resource richness of Australia, including many transition metals, which we believe provide strong potential for future, further growth and diversification.

Australia has some of the largest and most actively mined resources in the world. We are confident that the region presents a massive opportunity. Slide 13 shows the diversification progress since 2018 in EBIT and the expansion of customers from five to 35. The pro forma business maintains a long history of working with quality blue-chip customers, while reducing the contribution of our largest end market from 94% to 35%. We also have a strong history over that time frame of not only achieving diversification targets, but improving margins while achieving them, which is an accomplishment we are particularly proud of and which we expect to continue as we expand. Slides 14 and 15 illustrate the wide spectrum of MacKellar's quality customers and long-standing relationships.

MacKellar's strong reputation has earned it various major projects, and it now has operations on numerous sites, a few of which are highlighted here on slide 15. In our closing section on slide 17, we have provided a brief overview of the transaction timeline. After today's announcement, we'll be working towards a targeted close date of Q4. Once completed, MacKellar will be business as usual, with an already in place, high-quality management team, but with the full support of NACG now behind it. We plan to share best practices and systems, strive to continually drive down costs and improve operational performance. On Slide 18, we provide a bit more detail on our focus over the next 12-18 months.

One key area I would like to delve into is the focus of the small NACG transition team and implementation of ERP systems and procedures.With MacKellar's strong growth and continued internal maintenance focus, their existing systems are beginning to get stretched and limiting management's ability to get good data. This is almost exactly the position we were in around five or so years ago, and our transition team and corporate support will be absolutely focused on helping to design and implement these systems and procedures at MacKellar, using all of our past learnings to get the gains of what we did right, without enduring the pains of what we got wrong.

Although I consider both companies top-notch in maintenance skills and innovation, the skills aren't identical, and there is much to be gained by cross-training and sharing of best practices. We both have in-house maintenance work that was once being performed by vendors, and where the tasks are the same, we will review each step in the process, compare and pick what works best, and combine to create an improved process. Where the in-house tasks are different, we'll evaluate the opportunity and see if that task can be in-house or not currently performed. Ultimately, we expect the sharing and systems improvements will support the company as a whole into continuing to lower costs, improve margins, and increase utilization, all while focusing on continued growth and diversification opportunities.

Finishing on slide 19, we are reaffirming our outlook for this year while increasing it for the combined impact of the fourth quarter pickup. We are providing a meaningful step change to our financial profile with increased ranges across the board. We expect to provide updated 2024 guidance later this year. I would like to highlight the incremental impacts of MacKellar as they are material. We anticipate a 2024 increase to EBITDA and EPS of over 50%, have enhanced our backlog, and see a clear path to deleveraging to net debt of less than 1.5 times by the end of 2024. I've never been more bullish on NACG's future. I'm thrilled to welcome MacKellar to the NACG family. With that, I'll open up for any questions you may have.

Operator (participant)

Thank you. To ask a question, please press star one on your touch-tone phone. If you wish to withdraw your question, you can press star two. Once you have completed your questions and would like to return to the queue, please press star one. After a brief pause, we will begin the Q&A session. Your first question comes from Aaron MacNeil with TD Cowen. Please go ahead.

Aaron MacNeil (Director of Equity Research)

Hey, morning, all. Thanks for taking my questions. As it relates to MacKellar, if you look across the 15 projects, can you give us a sense of what the remaining mine lives are, and if there's any history of recontracting? I guess I'm trying to, like, think about it in the same way that you talk about your oil sands contracts, and maybe you could also differentiate between met coal and thermal coal, if that's possible.

Joe Lambert (President and CEO)

Yeah, I would say, it's extremely similar, Aaron, that they're long-life resources. Western Australia is predominantly gold and iron ore. Gold fluctuates highly in the mine life, but iron ore is generally extremely long mine life. Their major operations in Queensland are split between thermal and metallurgical coal. Those mines, some have already been around, similar to oil sands, for 50 years. They all have very extensive mine lives, I'd say, in the 10-40 year range.

Aaron MacNeil (Director of Equity Research)

In terms of recontracting, they've been around since 1966. Have they had the same contracts?

Joe Lambert (President and CEO)

Yeah, many of their customers, especially in Queensland, have been customers continuously for multiple decades. We can certainly highlight this a lot more in future decks.

Aaron MacNeil (Director of Equity Research)

Yeah, yeah. No, I understand. Yeah. I think you've made it pretty clear that debt reduction will be the priority, at least in the near term, but how are you thinking about capital allocation more holistically? Like, will the focus be to reduce debt further? Does MacKellar open up opportunities to further consolidate in Australia, and is that something you are interested in? Like, how does that rank against the NCIB and the dividend? Like, just maybe give us a sense of where your head's at with this acquisition and what capital allocation will look like.

Joe Lambert (President and CEO)

I think, Aaron, we're always evaluating at any point in time with share price, M&A opportunities, debt repayment. I mean, debt certainly becomes more attractive as interest rates keep going up, and certainly it has the lowest risk of any. But we're always comparing and evaluating risk versus reward. Even after this, we have a significant amount of liquidity, even after this deal, and certainly by the end of 2024, at 1.5 times, we have a significant liquidity to do other things if they're there.

Aaron MacNeil (Director of Equity Research)

Got it. Thanks, guys. I'll turn it over.

Joe Lambert (President and CEO)

Thanks, Aaron.

Operator (participant)

Your next question comes from Kevin Gainey with Thompson Davis. Please go ahead.

Kevin Gainey (Senior Equity Research Analyst)

Hey, you guys. Congrats on the quarter. Thanks for taking my questions. I think I have one for you first, Joe. You kind of talked about it a little in the prepared, the mechanical capabilities of MacKellar. Maybe if you could go in some of the similarities or differences.

Joe Lambert (President and CEO)

Yeah, I guess the biggest similarity is they're extremely focused on maintenance efficient innovation, which is very much what we do. I'd say, we do a lot of our component remanufacturing in-house or with partnerships. They do the same. When I talk about sharing a best practice, is what I really mean is that there's a lot of those things we do and they do that are the same, but there are a lot of it a little different. I'll use a dozer track frame as an example. We rebuild the track frame, which is kind of the middle piece of it, and they rebuild tracks, which is obviously what. You know, think of it as the rim of the wheel and the tire of the wheel.

We don't do each other's activities, and we'll be able to evaluate those remanufacturing options and see if we can bring them in-house at each other's place and continue to drive those costs down. You know, they're very maintenance-focused. The founder was a mechanic and a very maintenance-focused group, as we are, and we understand, as they do, that the biggest driver of our costs is equipment. As much as that as we can control and drive down is gonna increase our competitiveness or our margins.

Kevin Gainey (Senior Equity Research Analyst)

That sounds good. Maybe for Jason, if you could maybe talk about the seasonality of MacKellar from a revenue standpoint, and then also more modeling based, maybe the interest expense run rate that you're thinking post-transaction?

Jason Veenstra (CFO)

Yeah. Thankfully, MacKellar is actually very flat from a seasonal perspective. You know, our midpoint for next year is kind of the CAD 145 EBITDA run rate. When we look at that, even for how they're performing this year, it's very consistent quarter-over-quarter. They have a little bit of weather issues in December and January, but nothing like we experienced in the Canadian oil sands. That should really help for quarter-over-quarter volatility in our results. That's kind of the easy question to answer.

As far as the run rate, you know, our CAD 1.25 midpoint for EPS in our ranges assumes a 7.5% interest rate, which is a combination of, you know, the vendor takeback financing, the equipment leases we hope to have in place, as well as the revolver, which is currently tracking in kind of the high 7s from an interest rate perspective. 7.5% is a good base case, and then we hope to beat that with primarily with equipment financing, which is quite competitive.

Kevin Gainey (Senior Equity Research Analyst)

Perfect. I'll hop back into queue.

Jason Veenstra (CFO)

Thank you.

Operator (participant)

Your next question comes from Tim Monachello with ATB Capital Markets. Please go ahead.

Tim Monachello (Managing Director)

Hey, good morning, everyone.

Joe Lambert (President and CEO)

Good morning, Tim.

Tim Monachello (Managing Director)

Just a few questions on the acquisition. Starting with the Australian competitive landscape, I know, Joe, you've worked in Australia before. I'm wondering if you can maybe parallel the competitive advantages that MacKellar might have in the Australian market versus how you guys are positioned in the Canadian market. You know, obviously, you have a very strong competitive positioning in oil sands. I think that the Australian market is a little bit more fragmented and perhaps more competitive, but it looks like MacKellar still has pretty strong profitability and margins. Just wondering if you can lay that out for me.

Joe Lambert (President and CEO)

Yeah, I'd say it's extremely similar to ours. I mean, the Australian contract mining and earthworks marketplace is big. It's much more prevalent for mine sites to contract than in North America. With that, there's more competitors, both public and private. You know, the focus there, similar to us, is the way you maintain consistency in that marketplace is to be the low-cost provider and focus on safety. Their in-housing of maintenance, be it the component remanufacturing or Second Life Rebuilds of equipment, which they've likewise been doing for many years now, it is very much where we focus because that's the biggest driver of cost. You know, we'll certainly look for other areas of operational efficiency, that's what drives their competitiveness. It's what we'll use.

Similar to what we've done in our core oil sands business to diversify and get into other areas is, we'll look to do the same thing with MacKellar and using that low cost such that you can go out and diversify without losing margin.

Tim Monachello (Managing Director)

Is there evidence that MacKellar is the low-cost provider, at least one of the lowest cost providers in the market in Australia?

Joe Lambert (President and CEO)

I don't think we have as definitive evidence as we've had in oil sands, where we've had clear time frames, such as during COVID and when we were the only ones operating, and during some tenders that were done kind of reverse auctions. We don't have that kind of clarity, I would say. Just looking at what they do and how they do it, and the cost savings versus external vendors, you know, we certainly believe they're there or very close.

Tim Monachello (Managing Director)

Okay. I know that in future iterations of your presentation, you'll wrap in MacKellar, but there's a couple things that I'm curious about. One is the bid pipeline that MacKellar might have in Australia. How does that look compared to, you know, the NACG bid book?

Joe Lambert (President and CEO)

There's quite a few projects in there. I don't know how it compares historically. I guess that really their biggest issue, Tim, is their fleet's almost fully consumed. You know, it's more having the assets to do the work than having the work to bid on. There's plenty of work and bid pipelines occurring, especially in Western Australia with their Western Plant Hire group. We're gonna look to see whether we can utilize some of our underutilized assets from oil sands and give them some support in extremely strong demand environment that they're in. You know, the bid pipeline is strong. I can't give you a comparator 'cause I don't know it off the top of my head. The limiting factor on that bidding is more the amount of equipment they have and the high demand they already have.

Tim Monachello (Managing Director)

Okay, got it. That kind of gets into my next question, I was gonna ask about that. Do you think that the smaller end of your fleet in the Canadian market is suitable for some of the demand profile in Australia?

Joe Lambert (President and CEO)

Absolutely, especially the Western Australia rental market. Our 150 ton trucks that are underutilized in oil sands, that we've been moving into other regions and bidding into other regions, are highly utilized in Western Australia rental market.

Tim Monachello (Managing Director)

Okay. Do you think that there's a high likelihood then, that you're gonna have to grow the fleet organically as well in Australia?

Joe Lambert (President and CEO)

I don't know that offhand. I think there'll be an opportunity, and I think we'll evaluate that kind of growth capital with just like we do the rest of our capital allocation, as far as what's the risk and reward and opportunity within it. You know, I think that Western Australian rental market, we'll be able to feed from underutilized fleet, but there's certainly some big gear and some long-term mining contracts that would require both assets, and we would evaluate those opportunities just like we do anywhere else in our capital allocation.

Tim Monachello (Managing Director)

Okay, last one for me. Is there anything in the MacKellar contract book that's coming up for renewal over the next maybe two years that, you know, is meaningful that you'll have to replace?

Joe Lambert (President and CEO)

Not significantly. I think you can see by that backlog number that, you know, they're kind of booked four odd years. There's different contracts, of course, but they certainly have long-term contracts with good escalation clauses and coverage for inflation. Even in the rental side, they're long-term rentals. I, you know, I don't see. There'll be a bit of churn in the two years of, but it'll be a small portion of the overall work.

Tim Monachello (Managing Director)

Okay. That's really helpful. Thanks a lot, guys, and congrats on the deal.

Joe Lambert (President and CEO)

All right. Thanks, Tim.

Operator (participant)

Ladies and gentlemen, as a reminder, should you have a question, please press star followed by the one. Your next question comes from Maxim Sytchev with National Bank. Please go ahead.

Maxim Sytchev (Managing Director)

Hi, good morning, gentlemen.

Joe Lambert (President and CEO)

Good morning, Max.

Maxim Sytchev (Managing Director)

Joe, two questions from me, if I may. The first one, I was wondering if you don't mind maybe commenting about sort of eventual infrastructure spending opportunity, as I believe Australia right now is going through a pretty significant investment cycle. Yeah, maybe that's the first one, if you can provide any color there. Thanks.

Joe Lambert (President and CEO)

Yeah, I do think, like, first of all, like, right now, MacKellar isn't involved in any major infrastructure works. It's all mining contracts and rentals. I absolutely see great opportunity there. In particular, our partner in Fargo-Moorhead, the company we partner with there, is also, I believe, either the number one or number two contractor in infrastructure in Australia. We certainly think there's an opportunity where Australian infrastructure projects that have a significant amount of earthworks, that we'd be invited in, especially from our partners in Fargo, to bid on those works. I think that's an expansion and diversification opportunity at that we'll have for MacKellar in the future.

Maxim Sytchev (Managing Director)

Okay, excellent. Thank you. My follow-up is for Jason. If I may, how should we think about the free cash flow conversion given the slightly younger age of equipment? Yeah, any color there would be helpful. Thank you.

Jason Veenstra (CFO)

Yeah, it's a direct correlation to a higher conversion ratio. You know, we've been in that 30% range, trying to inch up to 35%. MacKellar is nicely in the 40% free cash flow conversion range, even with pretty heavy interest next year. Yeah, as Joe mentioned in his prepared remarks, you know, the sustaining capital range we gave for MacKellar next year, it's a pretty wide range. As we get to know their equipment, we'll fine-tune that. We think there's a little bit of upside there, to get even north of 40% conversion ratio. Definitely some good free cash flow potential over the next couple of years with this newer fleet.

Maxim Sytchev (Managing Director)

Okay, excellent. That's it for me, gentlemen. Thank you so much, and congrats on the deal.

Joe Lambert (President and CEO)

Thanks, Max.

Operator (participant)

This concludes the Q&A section of the call, and I will pass the call over to Joe Lambert, President and CEO, for closing comments.

Joe Lambert (President and CEO)

Thanks, and thanks, everyone, for joining us today. We look forward to providing next update to you upon closing of this transaction or our Q3 results.

Operator (participant)

Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines.