FirstService Corporation (TSX:FSV)
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Apr 28, 2026, 4:00 PM EST
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AGM 2022

Apr 6, 2022

Operator

Welcome to the FirstService Corporation Annual Meeting of Shareholders Conference Call. If you are logged into the online webcast, for the best viewing experience, we encourage you to listen to the presentation through your computer's audio system. Today's call is being recorded. Legal counsel requires us to advise that the discussion scheduled to take place today may contain forward-looking statements that involve known and unknown risks and uncertainties. Actual results may be materially different from the future results, performance, or achievements contemplated in these forward-looking statements. Additional information containing the factors that could cause actual results to be materially different than in these forward-looking statements is contained in FirstService's most recent Annual Information Form filed with the Canadian Securities Administrators and FirstService's most recent annual report on Form 40-F filed with the U.S. Securities and Exchange Commission. As a reminder, today's call is being recorded.

Today is Wednesday, April 6th, 2022, and at this time, for opening remarks and introduction, I would like to turn the call over to FirstService's founder and Chairman, Mr. Jay Hennick. Please go ahead, sir.

Jay S. Hennick
Chairman, FirstService Corporation

Good morning, ladies and gentlemen. Please allow me to reintroduce myself. I'm Jay Hennick, the founder and chairman of FirstService, and I'll be chairing the meeting today. As you will have seen from the meeting materials, we've maintained COVID-19 precautionary measures for this meeting to ensure everyone's safety. As a result, attendance today has been limited, including attendance by our board members, employees, and other representatives. Participating for the company and the meeting today are Scott Patterson, the CEO and also a director, and Jeremy Rakusin, CFO, as well as Doug Cook, the Corporate Secretary. I'd like to thank those listening through the internet as this meeting is being webcast live through the FirstService website located at www.firstservice.com, where it will be archived and accessible for one year.

It's now just past 11:00 A.M., and I'd like to say that the annual meeting of the shareholders of FirstService should now come to order. With the consent of the meeting, I'll act as chair, and in accordance with FirstService's bylaws, Doug Cook will act as secretary of the meeting. In addition, I appoint Rosa Garofalo of TSX Trust Company to act as the scrutineer of the meeting. I'm now tabling a copy of the audited consolidated financial statements for FirstService for the year ended December 31st, 2021, and the auditor's report thereon. 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 this meeting, our CEO and CFO, Scott Patterson, and Jeremy Rakusin, will make a short slide presentation, which can be seen via the webcast and is also available on the FirstService website. Notice and proxy materials for this meeting were mailed to shareholders. Additional copies are available here today or may be obtained at www.sedar.com. The secretary will report whether there is a quorum present.

Douglas G. Cook
Senior Vice President, 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 attendance figures received from the scrutineer, it is clear that we have a quorum of shareholders. A copy of the final report of the scrutineer will be indexed to the minutes of this meeting.

Jay S. Hennick
Chairman, FirstService Corporation

I'm advised that there is a quorum present. As a quorum is present, I declare the meeting to be regularly called and properly constituted for the transaction of business. In view of the need to attend to formal matters of the meeting, we have arranged for two shareholders, Angela Bai and Ryan Bedrich, to move and second resolutions. The first item of business today 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 appointed, the resolution must be passed by a majority of the votes cast. May I have a motion for the approval of this resolution?

Angela Bai
Senior VP of Strategy and Corporate Development, FirstService Corporation

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.

Ryan Bedrich
VP of Finance, FirstService Corporation

Ryan Bedrich, shareholder. Mr. Chair, I second the motion.

Jay S. Hennick
Chairman, FirstService Corporation

The meeting will now vote on the motion. While we normally would have taken a vote by a show of hands, there are no shareholders voting in person today. Accordingly, we will read the votes received by proxy in this matter. We've received some 30.3 million votes for this motion, and 25,000 votes were withheld from this motion, and therefore I declare the motion carried. The next item of business for the election 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 otherwise cease to hold office. The Management Information Circular states that there are eight proposed candidates. The secretary will now read their names.

Douglas G. Cook
Senior Vice President, Corporate Controller, and Corporate Secretary, FirstService Corporation

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

Jay S. Hennick
Chairman, FirstService Corporation

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

Angela Bai
Senior VP of Strategy and Corporate Development, FirstService Corporation

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 S. Hennick
Chairman, FirstService Corporation

We note that there's no further nominations, and therefore I declare the nominations closed. May I have a motion in favor of the election of each of the eight persons nominated?

Ryan Bedrich
VP of Finance, FirstService Corporation

Ryan Bedrich, 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.

Angela Bai
Senior VP of Strategy and Corporate Development, FirstService Corporation

Angela Bai, shareholder. Mr. Chair, I second the motion.

Jay S. Hennick
Chairman, FirstService Corporation

The meeting will now vote on the election of each director. Again, there are no shareholders voting in person today, and therefore we will read the votes received by proxy on the election of each director. For Yousry Bissada, we received 25.9 million shares for his election, and 4.4 million shares were withheld. For Bernie Ghert, we received 29.4 million votes for his election, and 843,000 shares were withheld. For Steve Grimshaw, we received 30 million votes for his election, and 284,000 votes were withheld. For Jay Hennick, we received 29.4 million votes for his election, and 883,000 votes were withheld. For Scott Patterson, we received 30.3 million votes for his election, and 28,000 votes were withheld. For Fred Reichheld, we received 29.3 million votes for his election, and 959,000 votes were withheld. For Joan Sproul, we received 30.1 million votes for her election, and 211,000 votes were withheld.

For Erin Wallace, we received 20 million votes for her election, and 10 million votes were withheld. I therefore declare the motion carried with respect to each nominee. The final item of business before this meeting is to consider the non-binding advisory resolution on FirstService's approach to executive compensation. Despite being an advisory vote, 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 39 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 Bedrich
VP of Finance, FirstService Corporation

Ryan Bedrich, shareholder. 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 39 of that circular, be approved.

Angela Bai
Senior VP of Strategy and Corporate Development, FirstService Corporation

Angela Bai, shareholder. Mr. Chair, I second the motion.

Jay S. Hennick
Chairman, FirstService Corporation

Thank you. We received 28.6 million votes for this motion and 1.6 million votes against, and therefore I declare the motion carried. As there's no further business to bring before this meeting today, I declare the formal portion of this meeting terminated, and I'd now like to turn it over to management for a short presentation.

D. Scott Patterson
CEO, FirstService Corporation

Thank you, Jay, and welcome again, everyone, to our Annual General Meeting for 2021, which marks FirstService Corporation's 28th year of consistent year-over-year growth. For nearly three decades, we have delivered a compound annual growth rate of 19% on revenue and earnings. We've grown through every economic downturn, including the pandemic, which brought new challenges in the form of lockdowns, labor shortages, and supply chain interruptions. Remarkably, over the last two years, we barely lost a step and averaged 16% top-line growth and 18% growth at the EBITDA line. The strength of our business model has never been more evident than during the last two years. Our resilience and durability is supported by four key attributes. Number one is our people and our culture. Across the company, our amazing teams aspire to make a positive difference every day with each other and our customers, always guided by our brand values.

Number two, and very much related to number one, is our relentless focus on service excellence. We listen to our customers and act on their feedback to continuously improve our service delivery. Our organic growth is driven by customer retention, repeat business, and word-of-mouth referrals. Number three is something we don't talk about as much as we should, but it is very important. At FirstService, there is an ownership mentality across the organization. We have hundreds of local branches that behave as small owner-managed operations. It's a Peter Drucker-inspired decentralized business model that empowers our people to win day-to-day in their local markets. Number four is diversification by both service line and geography, and with a heavy weighting on businesses that are not impacted by economic downturns. Residential property management and property restoration are the two primary examples.

These four attributes enabled us to power through the pandemic and record another excellent year in 2021. Jeremy will provide a fulsome overview of our financial performance in a few minutes. Before I hand on the floor, let me share with you a few key operating highlights from last year. I will start with the rebranding at First Onsite. Early in the year, we united our eight commercial restoration brands under one North American name, First Onsite, with a shared purpose: to help our clients restore, rebuild, and rise, and with a single brand promise to be the only partner you will ever need. The new brand is the culmination of two years of research and preparation. It has generated excitement across First Onsite and FirstService and considerable buzz in the marketplace.

We believe the new brand and the momentum it has created is one of the reasons we have been so successful in terms of talent acquisition and our tuck-under acquisition program. People want to be part of this brand. Speaking of the tuck-under acquisition program, it was certainly another highlight during 2021. In an increasingly competitive environment, we were able to complete an impressive 18 transactions. Our partnership model, people-first approach, and long-term focus continues to resonate with founders and family-owned businesses. Half of our transaction activity during the year was in support of our restoration brands, First Onsite and Paul Davis. We continue to expand our geographic footprint, add new capabilities, and strengthen our teams. The largest of these deals was the acquisition of Maxons, the leading provider of emergency response and restoration services in New York City.

We have known the Maxons name for years through FirstService Residential New York. Maxons was always our first call for any water or fire-related damage in our managed buildings. We were delighted to be able to partner with Damon Gersh, and Jeff Gross, and the entire Maxons team. The addition of this platform is representative of our strategy to expand our footprint in key markets to better serve our national accounts. At FirstService Residential, we also had a very important strategic acquisition. We extended our leadership position in the highly competitive South Florida high-rise market with the acquisition of the condominium management division of Atlantic Pacific Companies. Atlantic Pacific added 100 marquee properties to our portfolio and strengthened our talent pool with the addition of its very experienced team.

Then at Century Fire, I'd like to highlight the end-of-year acquisition at Chesapeake Sprinkler Company, a full-service fire protection operation serving the Baltimore and D.C. metropolitan areas. This transaction expanded our presence and capability in the Mid-Atlantic region, fulfilling a key strategic priority for Century. We're very pleased with our acquisition activity in 2021. We partnered with quality teams across the board and are confident that we have added considerable long-term value through these additions. Let me now call on Jeremy to provide a financial review, and then I will return for some closing comments and a look forward.

Jeremy Rakusin
CFO, FirstService Corporation

Thank you, Scott, and good morning, ladies and gentlemen. FirstService delivered another year of very strong financial performance during 2021. We demonstrated once again our ability to deliver both double-digit top-line and EBITDA growth, which exceeded our often-stated long-term annual average targets of 10% or more. Specifically, our annual consolidated results for 2021 included revenues of $3.25 billion, a 17% increase over 2020, Adjusted EBITDA at $327.4 million, up 15% year-over-year, and Adjusted Earnings Per Share of $4.57, representing 32% growth versus the prior year. The revenue increase was underpinned by a very strong 10% overall organic growth, with the remaining growth from strategic tuck-under acquisitions, several of which Scott previously described. We have in recent years emphasized that top-line growth is the key driver for our financial performance, and 2021 was no different.

Our growth in EBITDA largely tracked revenue growth, with our margins remaining relatively in line year-over-year, coming in at 10.1% for 2021 versus a 10.2% EBITDA margin in 2020. Our 2021 results saw balanced growth from all businesses within our two divisions, FirstService Residential and FirstService Brands, maintaining their relatively equal segmented contribution to both revenues and EBITDA. Now taking a look at our consolidated cash flow, we generated $259 million in cash flow from operations prior to working capital investments during 2021, up 28% versus 2020. We deployed this cash flow towards capital expenditures for our existing operations, an increase in our dividend, and driving our tuck-under acquisition program. With respect to capital expenditures, we invested $58 million across our businesses.

This CapEx came in a little lower than our initial guidance for the year and remained in line with our targets of 2% of annual revenues and 20% of annual EBITDA. Our free cash flow also supported another annual dividend increase for our shareholders. In February of this year, we hiked our common share annual dividend by 11% to $0.81 per share. This marks the seventh consecutive year of dividend increases, 10% or more per year, and a cumulative doubling of our dividend over that period. This dividend policy remains conservative and preserves our flexibility to prioritize redeployment of cash flows towards the growth of our businesses, and in particular, driving our tuck-under acquisition program. And in that regard, 2021 was very active on the acquisition front, with a particularly strong sprint towards year-end. We closed 18 transactions while deploying more than $160 million of capital.

Collectively, our 2021 tuck-under acquisitions will deliver more than $200 million in annualized revenues. These deal flow metrics and activity levels were significantly higher than our solid 2020 year, which positions us well for future growth. Continuing with the topic of acquisitions, I now want to take a moment to look back more broadly at the two more significant platform additions over the past half-dozen years: Century Fire Protection and First Onsite Restoration. Our investment thesis for adding these platforms had common key ingredients that we always seek. One, the opportunity to partner with great management teams. Two, investments in market-leading essential services businesses with relatively low capital intensity that deliver strong free cash flows. And three, an ability to grow for many years in very large, highly fragmented markets.

In terms of the growth algorithm, we focus primarily on organic growth as the foundation and then augment further by participating in market consolidation via tuck-under acquisitions. We acquired Century Fire Protection in April 2016. At the time, the business delivered approximately $90 million in annual revenues. Over the 5.5 years from acquisition through 2021, Century has grown revenues by 3.5 times to well more than $300 million annually. This computes to compounded annual revenue growth of more than 20%, with two-thirds being organic performance, which largely mirrors FirstService's consolidated top-line growth track record over almost 30 years. Century has significant headroom to drive organic growth for many years, given its modest 3% share in a $12 billion industry. Century will continue to fill out its service offering and broaden its geographic footprint both organically and through its steady tuck-under acquisition program.

Now let's take a look at First Onsite, where the themes at play are very much the same. When we partnered in mid-2019, First Onsite annual revenues were a little more than $400 million. The operations have now almost doubled annual revenues to more than $800 million, resulting in compounded annual revenue growth of more than 30%. Once again, organic growth has been the principal driver, contributing more than half of the total annual revenue increase. As the number two player in a very large $30 billion-plus commercial restoration market, First Onsite commands only a 2.5% share. The ability to grow organically over the long term is therefore quite significant. At the same time, this highly fragmented industry is also seeing rapid consolidation activity. We are participating in this trend by selectively adding tuck-unders, which expand and densify First Onsite's national footprint and increase the timely response to its clients.

A final key takeaway is that the successful partnerships with our Century Fire and First Onsite leaders and operators are emblematic of our key FirstService tenets: the partnership philosophy and our one-step-at-a-time approach in building a successful track record of delivering measured and consistent long-term growth. Finally, let's review our balance sheet. Our leverage at year-end in terms of Net Debt to EBITDA was 1.4 times, matching the level at the end of 2020 and remaining well within our maximum comfort range. After year-end in mid-February of this year, we further bolstered our debt capacity with our banking syndicate by upsizing our revolving credit facility to $1 billion and extending the 5-year term to 2027. The increased bank facility provides us with ample liquidity approaching $600 million. The financing terms were also enhanced to reflect a more favorable unsecured credit structure on the back of our BBB investment-grade rating profile.

We appreciate the endorsement from our banking partners in providing us with this additional growth capital and recognizing FirstService's conviction in maintaining a conservative capital structure and financial flexibility. With our strong balance sheet and diversified portfolio of essential services businesses all contributing strong free cash flow, we are very well positioned to continue delivering on our track record of growth for the benefit of our shareholders. Now let me turn it back over to Scott for his closing comments.

D. Scott Patterson
CEO, FirstService Corporation

Thank you, Jeremy. As has been my practice the last four years, I want to use this portion of my address to give you an update on our social purpose initiative. I will touch on a highlight from each of our three pillars: our community, our people, and our environment.

Starting with our community, it was quite evident during the last two years that the pandemic did not diminish our passion to first serve others. Our teams organized and participated in a wide range of activities in support of issues and causes that were important to them and their communities. We expect even more activity in 2022, and with travel opening up, I am looking forward to attending and participating in a number of events this year. Under our people pillar, we awarded 418 total grants through the FirstService Relief Fund, which we set up four years ago to help team members facing personal financial hardship. Many of these grants were COVID-related, and a number were immediate response program grants to help employees impacted by Hurricane Ida.

Within our environment pillar, I am very excited to highlight the expansion of our FirstService Energy platform and the promotion of Kelly Dougherty to president of FirstService Energy. FirstService Energy is our energy management subsidiary, which applies state-of-the-art data analysis to advise clients on ways they can significantly enhance their buildings' energy efficiency. We launched it in New York City over 10 years ago and have focused our efforts on our high-rise portfolio in New York and the Northeast. With the appointment of Kelly, we are aggressively expanding the service offering across North America. This is a noteworthy effort to improve energy and water efficiency across 8,600 communities and more than 1.7 million homes.

Our social purpose is a big part of our culture at FirstService and is driven organically by our teams who are committed to making a positive difference every day for our community, our people, and our environment. Now let me touch on our board of directors, where after years of tenure and stability, we have some changes as we move into 2022. Brendan Calder and Mike Stein have both retired as directors and did not stand for reelection today. Brendan has been on the board for 26 years and Mike for eight. They have both been diligent and engaged directors and instrumental in helping guide the organization and me personally in my position as CEO. We're grateful for their years of service and wish them well always. Executing on our succession plan, Steve Grimshaw, Executive Chairman of Caliber Collision, joined our board last May.

And today, Yousry Bissada, CEO of Home Capital Group, was elected to join the board. Steve and Yousry both bring extensive experience as CEOs of growing organizations to the board. I personally look forward to their insights and contributions. Now let's take a quick look forward. Despite the tumultuous global environment, we enter 2022 with momentum and optimism. Our markets remain solid, and our teams and operating model have never been stronger. Our long-term goal is a 10% average annual revenue and EBITDA increase. We are confident we will exceed this goal for 2022 and continue to deliver on it for the foreseeable future. In closing, I'd like to thank the operating teams across FirstService for their unwavering resolve over the last two years. I am humbled and deeply proud to lead the FirstService family. Also, I want to thank you all for dialing into our AGM this year.

We truly appreciate the support of our long-term shareholders.

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