Good morning, ladies and gentlemen, and welcome to the Bridgemarq Real Estate Services annual and sessional meeting of shareholders. Please note that the meeting is being recorded. I would like to introduce Lorraine Bell, the Chair of the Board of the Corporation. Ms. Bell, the floor is yours.
Thank you. My name is Lorraine Bell, and as the Chair of the Board of the Corporation, I will be chairing the meeting today. Before we begin with the formal business portion of the meeting, I will provide some comments on voting and asking questions at today's meeting. In making the decision to hold today's meeting virtually, we have ensured that shareholder rights are protected. As such, this meeting offers shareholders the same opportunities to participate as an in-person meeting. I welcome all guests who are not registered shareholders or holding proxies for registered shareholders. As a reminder, as with an in-person meeting, only registered shareholders and duly appointed proxy holders who have registered with the transfer agent ahead of time are able to vote or to ask questions during the formal portion of the meeting. Guests will be permitted to ask questions during the management presentation after the meeting.
We will conduct the votes on the matters before us by a poll. On a poll, every shareholder entitled to vote has one vote for each share entitled to be voted on the matter and held by that shareholder. Voting during this meeting can only be done through our virtual voting platform on the webcast. The polls are now open for all matters to be voted on at this meeting, and those of you who have registered to vote today should see a voting tab on the left side of the screen. Voting is now open and can be completed at any time from now until the end of the formal business of the meeting. Thank you to those who have already voted. Votes collected by the poll will reflect selections at the time the poll closes.
If you have already voted in advance of the meeting, you do not need to do anything as your vote has already been recorded. However, if you wish to change your vote or if you have not yet voted, we encourage you to vote now. Shareholders and guests can submit questions at any time during the meeting. There will be opportunities for registered shareholders and duly appointed proxy holders to ask questions specific to each resolution. If you have a question, select the ask a question button on the left side of the page. Type your question in the chat box and click on the ask now button to submit the question. We ask that you identify whether your question relates to a motion being considered as part of the formal business of this meeting or whether it is of a more general nature.
We will address all questions that directly relate to a particular motion at the appropriate time of the meeting. We will respond to general questions following the formal business of the meeting during the management presentation time permitting. Mr. McMillan will receive the questions and at the appropriate time will read them out in order for everyone to be aware of the question being addressed. With that, I would like to call the meeting to order. Again, I remind you that the polls are open for all matters to be voted on in this meeting.
I will now ask TSX Trust Company through its representative to act as a scrutineer to report on the restricted voting shareholders present online and the number of restricted voting shares represented by proxy at this meeting, to compute the votes on any polls taken or ballots cast at this meeting, or any adjournment, and in each case to report to me as Chair. With me today is Spencer Enright, the Corporation's Chief Executive Officer. Also with us today are Glen McMillan, the Chief Financial Officer of the Corporation, and Paul Zappala, the Chief Legal Officer, who is acting as Secretary of today's meeting. Mr. Enright, McMillan, and Zappala have joined me at the offices of the Corporation for this meeting. First, I will deal with the formal business of the meeting as outlined in the management proxy circular that you received in April. Mr.
Enright will then make a presentation on the Corporation's financial and operating performance, and finally, management will be happy to answer your questions. In order to expedite the formal part of the meeting, I have asked certain individuals to nominate and second various resolutions. Although this procedure will assist in the handling of formal affairs, it is not intended to discourage anyone from participating in reference to any resolution after it has been proposed and seconded. Any proposed amendments or objections to a motion will need to be submitted as questions using the ask the question tab on the left side of the webpage. All proposed amendments or objections submitted by shareholders or duly appointed proxy holders who are entitled to vote at the meeting will be addressed during the meeting, provided they are submitted before the polls are closed.
As I previously mentioned, questions which do not specifically relate to formal matters being addressed at the meeting will be considered during the presentation of management at the conclusion of the meeting, time permitting. I have been advised by the secretary that he has received the declaration from the TSX Trust Company dated April 16th, 2025, that the notice and access calling this meeting and the accompanying management information circular, the form of proxy, and the audited financial statements for the year ended December 31st, 2024, and related auditor's report were mailed to shareholders of record at the close of business, April 11th, 2025. Therefore, we will dispense with the reading of the notice of the meeting. I have received the scrutineer's preliminary report on attendance, and I confirm that we have the required quorum for the meeting.
A copy of the scrutineer's final report on attendance will be filed with the records of the meeting and posted on SEDAR+ . I now declare this meeting to be properly constituted for the transaction of the business for which it has been called. The minutes of the annual meeting of the shareholders held on May 15th, 2024, were reviewed by the Board of Directors of the Corporation at its quarterly meeting on August 12th, 2024. Such minutes were found to be in order and were approved by the Board at that meeting and have been included with the minute books of the Corporation.
I trust that everyone has had the opportunity to read the materials that were provided prior to the meeting, including the annual report, which includes the letter to shareholders, the management's discussion and analysis for the year ended December 31st, 2024, and the audited financial statements for the Corporation, including the auditor's report thereon. Copies of these materials were made available to all shareholders and are available on SEDAR + and on our Corporation's website at www.bridgemarq.com. Should anyone have any questions relating to these materials or questions of a more general nature, we will be pleased to respond to them during management's presentation after the conclusion of the meeting. The Chief Financial Officer has tabled the consolidated financial statements of the Corporation for the year ended December 31st, 2024, together with the auditor's reports, and such financial statements will form a part of the record of this meeting.
The next item of business is the appointment of auditors and the authorization to fix the remuneration. Effective March 19th, 2025, Ernst & Young LLP was appointed auditors of the Corporation following the resignation of Deloitte LLP at the request of the company. Management and the Board would like to thank Deloitte LLP for their service as auditors of this Corporation since 2003. It is the intention of the persons named in the management proxy sent to all shareholders to vote in favor of a resolution appointing Ernst & Young LLP as the external auditor of the Corporation until the next annual meeting and authorizing the Board of Directors to fix the remuneration to be paid to the auditors. As stated in the management information circular, the audit committee of your Board of Directors has recommended to shareholders that Ernst & Young LLP be appointed as the Corporation's external auditor.
Will someone please move a resolution for the appointment of auditors?
Madam Chair, I move that Ernst & Young LLP be appointed auditors of the Corporation to hold office until the next annual meeting of shareholders and that the directors be authorized to fix the remuneration.
Thank you, Glen. May I have a seconder?
Madam Chair, I second the motion.
Thank you, Spencer. Adoption of this motion requires a favorable vote of the majority of votes cast at the meeting by the shareholders. Management has received proxies representing approximately 18.4% of the Corporation's restricted voting shares. In addition, management has received a proxy for the special voting share, which is entitled to 6,248,544 votes. These proxies represent approximately 51% of the total votes eligible to be cast at this meeting and directly to vote 99.6% of the eligible votes in favor of the resolution. I will now ask Mr. McMillan to please advise if any questions specific to this motion were submitted or whether there were any objections or amendments to this motion. We will wait for a brief period of time to allow for the broadcast delay and to allow eligible shareholders to submit their questions related to this motion.
Madam Chair, there have been no questions specific to this motion nor any objections or amendments submitted.
Thank you, Glen. As there have been no questions or comments submitted related to this motion, we will now proceed with the vote. If you have not already recorded your vote, please record it now, remembering that if you have already voted in advance of the meeting and you do not wish to change your vote, no further action is required. We will wait for a brief moment to allow you to record your vote. The next item of business is the election of directors. The Corporation's board is comprised of six persons. The board has determined to increase the size of the board from six directors to seven directors and to add a new director, Mr. Brian Holt, in order to add additional experience and capabilities to the board.
Brookfield Business Partners, through its subsidiary, Brookfield BPP Canada Holdings LP, is entitled to designate up to two-fifths of the members of the board and has chosen to designate Mr. Spencer Enright and Mr. Joe Friedman as their representatives to the Board of Directors. With the designation of two directors by Brookfield Business Partners, there are five directors to be elected at this meeting who will hold office until the earlier of the end of the next annual meeting or until their successors are elected or appointed. The proposed nominees for election as directors are Colin Basteville, Lorraine Bell, Jatangeli Datt, Brian Edward Holt, and Gail Kilgore. Mr. Holt is standing for election as director for the first time. All of the other director nominees have served on the Board of Directors since they were elected at last year's shareholders meeting.
All of these director nominees are present virtually on this call today. Additional information on the proposed director nominees is set out in our management information circular, which was sent to all shareholders. I now declare the meeting open for nominations.
Madam Chair, I nominate for election as directors of the Corporation the five nominees named in the Corporation's management information circular relating to the annual meeting of shareholders dated March 31st, 2025.
Thank you, Glen. May I have a seconder?
Madam Chair, I second the motion.
Thank you, Spencer. I will now ask Mr. McMillan to please advise if any questions specific to this motion were submitted or if there are any additional director nominees to be proposed at this time. We will wait for a brief period of time to allow for the broadcast delay and to allow eligible shareholders to submit their questions related to this motion.
Madam Chair, there have been no questions specific to this motion nor any additional director nominees proposed at this time.
Thank you, ladies and gentlemen. I now declare the nominations closed. If you have not already recorded your vote, please record it now, remembering that if you have already voted in advance of the meeting and do not wish to change your vote, no further action is required. We will wait for a brief moment to allow you to record your vote. The final scheduled item of business is the proposal to implement a stock option plan for the Corporation. The details of the option plan resolution to approve the stock option plan are set out in Schedule C of the management information circular dated March 31st, 2025, which was sent to shareholders as part of your meeting materials.
Approval of the stock option plan resolution will provide the Corporation with a share-related compensation mechanism to attract, retain, motivate, and reward senior executives for their contributions towards the long-term goals and the success of the Corporation. The stock option plan is intended to align the interests of the officers and the employees of the Corporation with the long-term interests of shareholders. The stock option plan was approved by the Board of Directors on March 27th, 2025, and is conditional on the approval of the shareholders at this meeting. The TSX has conditionally approved the form of the stock option plan. The Board of Directors believes that it is in the best interests of the Corporation to approve the stock option plan resolution and accordingly recommends that all shareholders vote in favor of this resolution.
It is the intention of the persons named in the management proxy sent to all shareholders to vote in favor of this resolution to adopt the stock option plan. Will somebody please move a resolution to approve the option plan resolution?
Madam Chair, I move that the option plan resolution as detailed in the Corporation's management information circular relating to the annual and special meeting of shareholders dated March 31st, 2025, be approved as it is proposed therein.
Thank you, Glen. Would somebody please second the motion?
Madam Chair, I second the motion.
Thank you, Spencer. Adoption of this motion requires the favorable vote of the majority of the votes cast at this meeting by the shareholders. Management has received proxies representing approximately 18.4% of the Corporation's restricted voting shares. In addition, management has received a proxy for the special voting share, which is entitled to 6,248,544 votes. These proxies represent approximately 51.0% of the total votes eligible to be cast at this meeting and directly to vote 98.3% of the eligible votes in favor of the option plan resolution. I will now ask Mr. McMillan to please advise if any questions specific to this motion were submitted or if there are any objections or amendments to this motion. We will wait for a brief period of time to allow for the broadcast delay and to allow eligible shareholders to submit their questions related to this motion.
Madam Chair, there have been no questions specific to this motion nor any objections or amendments submitted.
Thank you, Glen. As there have been no questions or comments related to this motion, we will now proceed with the vote. If you have not already recorded your vote, please record it now, remembering that if you have already voted in advance of the meeting and do not wish to change your vote, no further action is required. We will wait for a brief moment to allow you to record your vote. The voting for all resolutions brought before the meeting is now closed. Now that the voting is closed, I can declare the results of the votes. On the basis of the voting completed prior to the meeting, the proxies received by management and the results of voting received online during this meeting, the motion to appoint Ernst & Young LLP as auditors of the Corporation is carried.
As to the election of directors, as there are five directors to be elected and the same number of nominees, I now declare that those nominated have been duly elected as directors of the Corporation until the next annual meeting or until their successors are elected or appointed. On the basis of the voting completed prior to the meeting, the proxies received by management and the results of voting received online during this meeting, I declare that the option plan resolution is adopted and approved. Ladies and gentlemen, that brings us to the conclusion of the formal agenda of this meeting. As such, may I call for a motion to terminate the meeting?
Madam Chair, I move that the meeting be terminated.
Thank you, Paul. May I have a seconder?
Madam Chair, I second the motion.
Thank you, Spencer. I will now ask Mr. McMillan to please advise if any questions specific to this motion were submitted or if there are any objections or amendments to this motion. We will wait for a brief period of time to allow for the broadcast delay and to allow eligible shareholders to submit their questions related to this motion.
Madam Chair, there have been no questions specific to this motion nor any objections or amendments submitted.
Thank you, Glen. As there have been no questions or comments submitted related to this motion, I declare the motion carried and this meeting is to be concluded. I will now turn the webcast over to Mr. Spencer Enright, our Chief Executive Officer of the Corporation, who will provide a strategic update on the Corporation and present the Corporation's 2024 and the first quarter 2025 financial results. After management's presentation, we will be happy to answer any questions that have been submitted. Again, if you wish to ask a question, you can access the ask a question tab on your screen. Before the management presentation starts, I should caution that in talking about the company's strategic initiatives and financial and operating performance and in answering your questions, management may make forward-looking statements.
These statements are subject to known and unknown risks, and future results may differ materially from those implied or imputed from those forward-looking statements. For further information on known and unknown risk factors, I would encourage you to review the risk factor section in our annual information form, which is posted on our corporation's website and on SEDAR+ . I will now turn it over to Mr. Spencer Enright, our CEO of Bridgemarq Real Estate Services.
Great. Thanks very much, Lorraine. Welcome again to everybody who has joined us for this meeting. I'll continue now with an update on our first quarter performance, followed by an overview of Bridgemarq as we are today, and then an update on the market. As we have shared in our first quarter press release, revenue for the first quarter was $78 million, which reflects the addition of full-service brokerage commissions earned in the quarter. Last year, this was the last quarter operating under the old externalized management structure and as such did not yet include the brokerage operations. The company generated net earnings of $0.20 per fully diluted share compared to a net loss of $0.04 per diluted share in the same quarter last year, which was primarily driven by a gain of $5.7 million on the fair valuation of the exchangeable units.
Our working capital increased, which contributed to cash used in operating activities of $ 1.3 million in the first quarter of this year compared to $ 2.1 million in the same quarter last year. Adjusted net earnings amounted to $ 3.1 million in the quarter, which was up from $ 2.4 million recorded last year. This was a result of the addition of the acquired brokerage businesses, lower interest expenses, and a lower impairment of intangible assets. The company generated $ 4.1 million in free cash flow in the period, which was roughly equal to that of the prior year. The Board of Directors approved the dividend to shareholders of $ 11.25 per restricted voting share payable on June 30th, 2025, to shareholders of record on May 30th, 2025. Turning more broadly to our business as it stands today, we exist to help Canadians with the home of their dreams.
We are a fully Canadian company with over 20,000 realtor professionals operating nationwide. Together, we participate in roughly 30% of all home resale transactions in the country through our market-leading brands, including Royal LePage, Proprio Direct, and Via Capitale. We believe we have an advantage over our competitors in that we operate nationally, have realtors who are more productive than the rest of the market, and can engage with Canadians in multiple ways to satisfy their evolving needs as they search for, purchase, and sell homes on a daily basis. Bridgemarq is a strong investment for shareholders. We're an industry leader in the Canadian real estate market, which is an attractive and ever-expanding market sector. We offer a full spectrum of solutions for realtors as well as Canadians to satisfy their needs, which are ever-evolving, both for consumers as well as for our industry professionals who serve their clients.
Our business model is structured to provide consistent and stable cash flows, which are underpinned by our long-standing franchise brands and contracts. It is proving resilient in times like this where there is significant uncertainty in the equity markets. Our future growth prospects are exciting, driven by multiple lead generation assets and expansion of our franchise networks and brokerage operations. As I mentioned, our realtors count among the best in the industry, and their productivity proves it, where our network as a whole is fully 1.5 times more productive than the rest of the market. We are the market leader in over 200 communities across Canada, and our realtor count ranks as number two nationwide. We continue to grow our presence in key regions across Canada while enabling our agents to maintain industry-leading productivity.
As a result of the successful track record of our business and our network of agents, we are recognized in the industry as the destination for realtors looking to excel and build their careers with like-minded successful professionals. One of our strengths is in our service offering to all of our stakeholders. Whether you're a franchisee operating your own brokerage operation or a realtor in one of our brokerages, or indeed a consumer looking for expert guidance and service, we have decades of experience in tailoring our services to precisely meet the needs specific to those operating and residing in Canada. We have learned over the years what people need here, and we structure our service offering to meet those ever-changing needs.
For brokerages and agents specifically, we offer a whole suite of products and services from branding, marketing, training, community and cultural experiences, and of course, cutting-edge technology and productivity tools. It's no surprise that our network of brokerage operators and realtors are so loyal to our brands with the value propositions we offer for them. As I mentioned, our business is set up to succeed in every market cycle. We have a resilient cash flow profile underpinned by stable and loyal franchise operations. Our fees are mostly charged based on a fixed monthly fee structure, which provides stability in cash flows, and our franchise agreements are mostly tenure terms in nature, where we enjoy a very high renewal rate consistently above 95%. Last year, approximately 76% of our franchise fee revenues were fixed in nature.
Importantly, we also have multiple ways to grow our business, including connecting directly with Canadians in their homeownership journey. We have multiple consumer-facing websites, which generate monetizable leads along with referrals from strategic partners who offer complementary business services. We have a strong digital presence across our myriad of social media platforms with multiple direct-to-consumer channels where we foster long-lasting bonds between Canadians and our brands. With that, I'll provide a quick market update. As we've seen reported by the Realtor Associations, market activity took a sharp downward turn beginning in late February in our largest urban markets, namely the Greater Toronto Area and Vancouver. This was universally surmised to be a result of the geopolitical tensions between Canada and the United States, with a federal election thrown in for good measure.
Surprisingly, perhaps, is the resilience of the Quebec market, where we saw prices continue to rise on top of an increase in home sale transactions. We have seen market demand soften in Vancouver and Toronto. The Bank of Canada chose to hold interest rates in the quarter, which was the first time doing so since mid-year last year. Consumer price inflation rose, but at a rate well within the target range as determined by the Bank of Canada. Nevertheless, we do expect the fundamental underlying demand-supply factors to resume their influence on the market once consumer confidence rebounds under more stable macroeconomic conditions. Before concluding here, I'd like to call out our philanthropic efforts, where we are very proud of the effort that our whole organization, together with our franchise partners and realtors, invests in bettering the lives of Canadians impacted by domestic violence.
Since inception, we have collectively raised over $ 51 million, of which 100% goes directly to support women's shelters and violence prevention programs in local communities across Canada. It is through the tireless efforts and generous donations that together we strive to put an end to domestic violence in our communities and make this a great country and a safer place for all of us to live. With that, I want to thank our shareholders once again for your commitment to our business, and we're happy to take questions if you have any at this time. At this point, I do not see any active questions.
Okay. Thank you very much for that presentation, Spencer. I would now like to open the proceedings to questions or comments concerning the Corporation and its operations. I will pause for a few seconds to allow you to submit any questions using the Ask a Question button on your screen. Glen, do we have any questions from shareholders or guests?
There are no questions from shareholders or guests at this time.
Ladies and gentlemen, thank you for attending today's meeting. You may now disconnect. Thank you.
Ladies and gentlemen, thank you for attending today's meeting. You may now disconnect.