FirstService Corporation (TSX:FSV)
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195.90
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Apr 28, 2026, 4:00 PM EST
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AGM 2024

Apr 3, 2024

Operator

Welcome to the FirstService Corporation Annual Meeting of Shareholders Conference Call. Today is Wednesday, April 3rd, 2024, and at this time, for opening remarks and introduction, I would like to turn this meeting over to FirstService's Founder and Chairman, Mr. Jay Hennick. Please go ahead, sir.

Jay Hennick
Founder and Chairman, FirstService

Good morning. I'm Jay Hennick, the Founder and Chairman of FirstService, and I will be acting as Chair of this meeting. Thank you to everyone for joining us today. This meeting is being held in a virtual only format via live webcast. Participating for the company in the meeting today are Scott Patterson, the CEO and also a director, Jeremy Rakusin, CFO, and Doug Cooke, the Corporate Secretary. Instructions on how to ask questions and the voting procedure will appear on your screen. As with any technology, unexpected glitches may occur, but our service providers for this platform at Lumi are experienced and will assist if needed. It is now past 11:00 A.M. The annual meeting of shareholders of FirstService will now come to order. With the consent of the meeting, I'll act as Chair, and in accordance with FirstService's bylaws, Doug Cooke will act as Secretary of the meeting.

In addition, I will appoint Chris de Lima of TSX Trust to act as the scrutineer of the meeting. I'm now tabling a copy of the audited consolidated financial statements of FirstService for the year ended December 31st, 2023. You will have received them with the meeting materials. With the consent of the meeting, we will dispense with the reading of the auditor's report, and the financial statements shall be received. Please note that after the formal portion of our meeting, the CEO and the CFO, Scott Patterson, and Jeremy Rakusin, will make a short presentation.

Following that presentation, management will be available to answer questions. Accordingly, during the formal portion of this meeting, I will ask you to limit your questions to those matters directly relating to the specific matters being considered. Notice and proxy materials for this meeting were mailed to shareholders. Additional copies may be obtained upon request at www.sedarplus.ca. The secretary will report whether there is a quorum present.

Doug Cooke
SVP, Corporate Controller, and Corporate Secretary, FirstService Corporation

According to the bylaws of FirstService, a quorum for any meeting of shareholders is two or more individuals holding or representing by proxy not less than 5% of the votes attached to all outstanding shares of FirstService entitled to be voted at the meeting. In accordance with the preliminary scrutineer report, figures received from the scrutineer and our transfer agent, it is clear that we have a quorum of shareholders. A copy of the final report of the scrutineer will be annexed to the minutes of this meeting.

Jay Hennick
Founder and Chairman, FirstService

Thank you, Doug. I'm advised that there is a quorum present. As a quorum is present, I declare this meeting to be regularly called and properly constituted for the transaction of business. In view of the need to attend to the formal matters, certain shareholders have volunteered to move and second resolutions. While this procedure will facilitate the handling of the formal matters, any registered shareholder or proxy shareholder may ask questions or provide comments on the matter when the matter is before the meeting. Should you like to address the Chair on any motion, please type in your question or comment in the message section. If there's any discussion or question, the secretary will read the question aloud. We will reserve the right to moderate questions, including combining questions on the same topic or where appropriate, ignoring them entirely.

When submitting your question, please note that your name and whether you're a registered shareholder or proxy holder is indicated. We will conduct the votes on all matters by a poll. On a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted and held by that shareholder. We will be concluding on the motions at the end of the meeting once we have been through all the agenda items. Voting polls on the agenda items for today's meeting will be closed together at the end of the formal proceedings of the meeting. The poll will now be opened for all resolutions at this time. The first item of business is the election of eight directors.

These directors will hold office until the close of the next annual meeting of shareholders or until their successors are elected or appointed or they're otherwise ceased to hold office. The management information circular states that there are eight proposed candidates. The secretary will now read their names.

Doug Cooke
SVP, Corporate Controller, and Corporate Secretary, FirstService Corporation

The names of the director nominees are Yousry Bissada, Elizabeth Carducci, Steve Grimshaw, Jay Hennick, Scott Patterson, Fred Reichheld, Joan Sproul, and Erin Wallace.

Jay Hennick
Founder and Chairman, FirstService

Thank you. I remind shareholders that the directors to be voted on individually in accordance with FirstService's majority voting policy. I now recognize Alex Nguyen.

Alex Nguyen
Shareholder, FirstService

Mr. Chair, I nominate each of the eight persons whose names have been read to this meeting for election as directors of FirstService to serve until the close of the next annual meeting of shareholders or until his or her successor is elected or appointed or he or she otherwise ceases to hold office.

Jay Hennick
Founder and Chairman, FirstService

Is there any discussion on this matter or any further nominations?

Doug Cooke
SVP, Corporate Controller, and Corporate Secretary, FirstService Corporation

Mr. Chair, there are no questions or further nominations.

Jay Hennick
Founder and Chairman, FirstService

Since there are no further nominations, I declare the nominations closed. May I have a motion in favor of the election of each of the eight persons nominated?

Ryan Bedrick
VP of Finance, FirstService

Ryan Bedrick, shareholder. Mr. Chair, I move that each of the persons nominated be individually elected as directors of FirstService until the close of the next annual meeting of shareholders or until his or her successor is duly elected or appointed or he or she otherwise ceases to hold office, subject to and in accordance with FirstService's bylaws and majority voting policy.

Alex Nguyen
Shareholder, FirstService

Alex Nguyen, shareholder. Mr. Chair, I second the motion.

Jay Hennick
Founder and Chairman, FirstService

The meeting will now vote on the election of each director. Please make sure to record your vote on each director nominee using the voting buttons on Lumi. The next item of business is to consider a resolution appointing PricewaterhouseCoopers LLP as auditors of FirstService at a remuneration to be fixed by the directors. In order to be approved, the resolution must be passed by a majority of the votes cast. May I have a motion for the approval of this resolution?

Ryan Bedrick
VP of Finance, FirstService

Ryan Bedrick, shareholder. Mr. Chair, I move that PricewaterhouseCoopers LLP be appointed as auditors of FirstService to hold office until the close of the next annual meeting of shareholders at a remuneration to be fixed by the Board of Directors of FirstService.

Alex Nguyen
Shareholder, FirstService

Alex Nguyen, shareholder. Mr. Chair, I second the motion.

Jay Hennick
Founder and Chairman, FirstService

Is there any discussion on this matter?

Doug Cooke
SVP, Corporate Controller, and Corporate Secretary, FirstService Corporation

Mr. Chair, there are no questions.

Jay Hennick
Founder and Chairman, FirstService

The meeting will now vote on the motion. Please make sure that you record your vote on this resolution using the voting buttons on Lumi. Now, the final item of business before this meeting is the consideration of the non-binding advisory resolution on FirstService's approach to executive compensation. Despite being an advisory note, the Board and the Compensation Committee will take the results of the vote into account when considering future compensation policies, procedures, and decisions, and in determining whether there is a need to further change its engagement with shareholders on executive compensation and related matters. The form of the advisory resolution is set out on Page 40 of the circular. In order for this advisory resolution to be passed, it must be approved by a majority of the votes cast. May I have a motion for the approval of this advisory resolution?

Ryan Bedrick
VP of Finance, FirstService

Mr. Chair, I move that the advisory resolution that shareholders accept the approach to executive compensation disclosed in the management information circular delivered in advance of this meeting, the form of which is set out on Page 40 of that circular, be approved.

Alex Nguyen
Shareholder, FirstService

Alex Nguyen, shareholder. Mr. Chair, I second the motion.

Jay Hennick
Founder and Chairman, FirstService

Is there any discussion on this matter?

Doug Cooke
SVP, Corporate Controller, and Corporate Secretary, FirstService Corporation

Mr. Chair, there are no questions.

Jay Hennick
Founder and Chairman, FirstService

The meeting will now vote on the motion. Again, please make sure that you record your vote on this resolution using the voting buttons on Lumi. If you have not already voted, please complete the electronic ballot on Lumi. We will give you another 20 seconds to do so. I guess 20 seconds has now passed, so the polls are now closed. The scrutineer has provided its preliminary report of the results of the voting at today's meeting. On the matter of appointing PricewaterhouseCoopers LLP as auditors, I'm advised by the Secretary that a majority of the votes cast has been voted in favor of this resolution, and therefore I declare this motion carried. On the matter of the election of directors, I'm advised by the secretary that a majority of the votes cast have been voted in favor of the election of each director nominated.

Therefore, I declare that this motion is carried with respect to each one of them. Finally, on the matter of the advisory resolution on FirstService's approach to executive compensation, I'm advised by the Secretary that a majority of the votes cast have been voted in favor of this resolution as well, and therefore I declare this motion to be carried. As there is no further business, I declare the formal portion of this meeting to be terminated. We will now have a short management presentation.

Scott Patterson
CEO, FirstService

Welcome to our annual meeting of shareholders. Thank you for joining us today as we reflect and report on our performance in 2023. A milestone year for us as it marks 30 years since FirstService became a publicly held company. Over the 30-year period, our revenues have grown from $50 million to $4.3 billion, an impressive 18% compound annual growth rate.

Our share value has done even better, growing at a compound annual rate of 22%. To put that in perspective, $1,000 invested at the time of our listing would be worth $280,000 today. We're very proud of this long track record of success and the value we have created for you, our shareholders. I'm pleased to report that we maintained our strong growth momentum in 2023. Our revenues grew by 16% last year, and our EBITDA was up by 18%. Jeremy Rakusin, our CFO, will report on our financial performance in a few minutes. The aspect of our performance that I want to focus on is the organic growth of 10%, over half our top-line growth. It's certainly a highlight for us from last year and the metric we are most proud of. It means we're winning, taking share on average across our brands.

Organic growth by branch, by service line, and by brand is a critical internal measure for us. Our teams drive it through service delivery and a relentless focus on customer experience. 2023 represented the third year in succession that we've achieved 10% organic growth, a level not possible without the commitment and dedication of our teams across FirstService. In fact, our success is entirely dependent on the belief and engagement of our teams. In recent years, we've increased the investment in our teams and corporate culture, and in 2023, we saw these efforts pay off with a marked improvement in employee retention. This was another significant highlight for us during the year. Retention is critical to sustaining our culture centered around customer service. The other big highlight or highlights for us in 2023 were the strategic acquisitions we completed: 16 in total, with two that were particularly noteworthy.

Crossbridge Condominium Services closed in Q1, and Roofing Corp of America closed towards the end of Q4. Our acquisition of Crossbridge cements FirstService Residential as the market leader in the Greater Toronto Area, the fastest-growing urban high-rise market in North America. We have a particular expertise in high-rise condo management, and the addition of Crossbridge only enhances our already dominant position. Roofing Corp of America is one of the largest commercial roofing enterprises in the U.S. and highly complementary to our existing portfolio of essential property service brands. Like many of our markets, the commercial roofing industry is massive and highly fragmented with inherent growth opportunities, both organic and through acquisition.

We partnered with a strong team and believe we have an opportunity to build a premier roofing contractor in North America. 2023 was a big year for us on the acquisition front, and we feel very confident we have added significant long-term value for our shareholders. Let me now invite Jeremy to review our financial performance, and then I'll return with some closing comments.

Jeremy Rakusin
CFO, FirstService

Thank you, Scott. Good morning, ladies and gentlemen. I'll start by summarizing our 2023 annual consolidated financial performance, which saw strong and balanced contribution across our businesses. Revenues of $4.33 billion, a 16% increase over 2022, including the 10% organic growth Scott referenced, achieved both on a consolidated basis and across both divisions. Adjusted EBITDA at $416 million, up 18% year- over- year, with a small margin uptick to 9.6% in 2023 versus 9.4% in the prior year and adjusted earnings per share of $4.66, up 10% versus 2022.

Of note, our earnings per share year-over-year growth would have tracked in line with the top-line and EBITDA performance at 17% when normalizing for higher interest rates in 2023 versus the prior year. Our 2023 financial performance is a perfect example of what we have stated over the past several years. We are a top-line-driven growth story, and as you heard from Scott, we emphasize organic growth by capitalizing on the sizable, attractive market opportunities for each of our brands. Because we continually invest in our operations to support that growth, we don't target strong annual margin expansion, but rather selectively explore opportunities for incremental efficiencies over time. Beyond the long-term growth runway, there are two other key factors supporting our business model and predictable track record. First, with the recent acquisition of Roofing Corp of America, we have added another high-quality enterprise to our family of property services brands.

All of our businesses have their own attractive growth drivers, and their largely essential services nature makes them resilient in challenging markets. Beyond their individual merits, the collective portfolio of operations also benefits from diversification as each brand serves different end markets and customer bases. S econd, our businesses in aggregate deliver a high proportion of recurring and reoccurring revenue. These range from contractual property management revenue to recurring inspection, maintenance, and repair services to franchise royalty streams. Collectively, they account for more than 3/4 of our annual consolidated revenues, providing a highly visible base of predictable growth in our financial performance. Shifting back specifically to our 2023 results, we generated $280 million in operating cash flow, up more than 2.5x the level in 2022. Net of approximately $90 million in capital expenditures, our free cash flow was almost $190 million.

We largely redeployed this cash through, one, reinvestment of roughly $125 million in our tuck-under acquisition program to accelerate our growth, and two, returning approximately $40 million in capital to our shareholders via another annual dividend hike of more than 10%. Beyond these more typical capital deployments, we also needed to fund the purchase price of a little more than $400 million for our new platform acquisition, Roofing Corp of America. This transaction was initially financed by drawing on our bank revolving credit facility, which we upsized by $250 million from $1 billion to a current total of $1.25 billion. Subsequently, after 2023 year-end, we bolstered our liquidity by tapping into an additional $125 million of senior notes. We now have approximately $400 million of immediately available capital to fund our pending pipeline of tuck-under acquisition candidates.

In addition, almost all of our debt maturities between our bank facility and long-term notes are termed out to 2027 and beyond. Our leverage at 2023 year-end in terms of net debt to EBITDA also remains very conservative, at 2.1 x even after our sizable Roofing Corp investment. With our strong and flexible balance sheet and supportive lenders, we are well capitalized and can move quickly to seize opportunities to further deploy capital towards growth of our brands. I'll now pass it back over to Scott.

Scott Patterson
CEO, FirstService

Thank you, Jeremy. Our achievements and momentum in 2023 have put us in a great position for 2024 and beyond. We face headwinds in certain of our markets, but we've historically proven that we can win in difficult market conditions. Our 30-year track record is evidence of that.

We have strong leadership positions in huge essential property service markets, yet our share of these markets is modest. This dynamic presents an opportunity to grow both in up markets and down markets. Our teams know this and are committed to delivering positive gains in any economic environment. Our long-term goal is to grow our revenues at an average annual rate of at least 10%, with incremental growth at the profitability line. We are confident we can continue to deliver on this stated goal for years to come. In closing, I would like to thank our operating leaders and teams for their day-in, day-out commitment to our customers. I would also like to acknowledge our Board and longtime shareholders and thank them for their continued support.

Doug Cooke
SVP, Corporate Controller, and Corporate Secretary, FirstService Corporation

Before concluding, we would be pleased to answer any questions as submitted on the Lumi virtual meeting platform. I'm Doug Cooke, Corporate Secretary, and I have with me Mr. Scott Patterson, CEO, and Mr. Jeremy Rakusin, CFO. Are there any questions? This concludes this year's meeting. Thank you for joining us.

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