Altus Group Limited (AIF) Earnings Call Transcript & Summary

Good morning, everyone. On behalf of the company's Board of Directors, management and our team of 2,800 people, it's my honor to welcome you to the Annual Meeting of Shareholders of the Altus Group. I am Ray Mikulich, Chairman of the Board of the Altus Group. I think it's fair to say that a lot has changed in the world in the capital markets and the commercial real estate market since our last meeting. Central banks have continued to raise interest rates in an effort to contain the persistent inflation. Frankly, we'll see this afternoon if that effort is going to continue. The capital markets have responded by rebalancing towards attractive fixed income returns and away from the uncertainty of equity markets. High interest rates, economic uncertainty and the early signs of distress in certain sectors of the economy and certain property sectors now weigh on the commercial real estate markets. From the shift to remote work impacting office utilization to risk aversion stemming from the recent turmoil in the banking center sector, which is constraining liquidity. Our clients are now navigating a very challenging period. The challenges, uncertainty and resultant volatility will undoubtedly increase the need for expert-led data-informed intelligence, crystallizing and expanding the opportunities for Altus and its ever-evolving product offerings. Our portfolio of products offers our clients the tools to maximize their returns, protect their bottom line, better manage risk and identify emerging opportunities. And this is especially relevant and valuable in today's uncertain environment. Altus and our people are recognized as experts at valuation, analytics and data management and are highly regarded trusted partners of our clients. And today, they are helping our clients navigate these turbulent markets with all the valuable intelligence that our products offer. This intelligence is deeply rooted in data analytics and our technology platform, supported by our market expertise. For many of us, that expertise includes decades of experience through many market and real estate cycles. There's been a lot of change at Altus also. The company has come together with a futuristic vision under new leadership and a modernized operating model. Our transformation has required passionate leadership and the Board has found that in our new CEO, Jim Hannon; our Chief Commercial Officer, Jorge Blanco; and our new CFO of Pawan Chhabra. Each of these gentlemen have a successful track record in driving strategic change and profitable growth, and they join a proven executive suite and senior management team. Throughout 2022, the executive team focused on driving long-term shareholder value. Our operating model, our go-to-market approach, our platform architecture of products, our technology introduced into our tax platform as well as modernizing our front and back office infrastructure have offered and effectively simplified our operating model to more efficiently operate in this environment. At the same time, we are strategically and effectively connecting our real estate expertise with this leading technology and our advanced analytics, delivering intelligence as a service to our clients. This has been a substantial investment for the Altus Group, which is now poised to enhance our market position, profitability or profitably scale the business and emerge as a market leader in data innovation and CRE intelligence, all driven by advanced analytics. The effort to reposition the organization has been monumental and yet it has not distracted management from its vision or compromise profitability. $735 million in revenue in fiscal 2022 is the highest in the company's history. It was up 18% year-over-year, while delivering an expanded adjusted EBITDA margin at 18.4%, an increase of 90 basis points. And I want to thank Jim and Jorge and the entire executive team for their unyielding commitment to Altus and its shareholders and for their strong collaboration with the Board during this transition. Altus is also committed to good corporate governance. We strive not only to comply with legal and regulatory requirements but to exceed them and adhere to corporate best practices. Throughout 2022, we had the pleasure to personally connect with many of our shareholders to seek feedback on various governance comments. Taking your comments into account, our HRCC dedicated a significant amount of time to review the company's compensation programs to ensure they address the changes needed in our organization while balancing valuable shareholder input. Our work is always ongoing, but based on your feedback, we have implemented several notable improvements to our executive compensation programs. This past year, we welcomed 2 new independent directors to the Office Board, Wai-Fong Au and Carolyn Schuetz, seasoned executives each and directors who have -- who bring fresh and unique perspectives critical to our future progress. With these appointments, I'm pleased to note that the Board is now gender balance, reflecting best practices and board diversity and surpassing our 30% target. I would also point out, with Board oversight and strong direction from the executive team, we are expanding our environmental, social diversity and cyber security initiatives and enhancing the transparency and accountability through public reporting and our sustainability report. I encourage you all to read it. Now as this meeting is being held virtually via the Lumi live video webcast, allow me to mention a few rules that will facilitate the orderly conduct of the meeting. Questions in respect to a motion can be submitted by any registered shareholder or duly appointed proxy holder using the instant messaging service of the Lumi virtual interface. [Operator Instructions] Please note, there will be a slight delay in the response to any communications you see. As a general rule, questions will be addressed at the end of the meeting. However, questions regarding procedural matters or directly related to the motions before the shareholders may be addressed during the meeting. Voting on all matters will be cast on a single electronic ballot. If you've already voted prior to attending the meeting by completing a proxy or voting information form, there is no need to vote again. And once again, only registered shareholders and duly appointed proxy holders may vote. When you're asked to vote on each business item a voting tab will appear on the Lumi interface requesting you to cast your vote. You will only have a limited amount of time to do so. So please act quickly. Now it's my pleasure to tell you that all of the current members of the Board of Directors are in attendance here today. Each of them brings unique and valuable skills and expertise as described in our proxy materials. But let me quickly introduce them now. Wai-Fong Au joined our Board in 2022 and is a member of both the Audit Committee and the Corporate Governance and Nominating Committee. Angela Brown has been on the Board since 2016 and is Chair of our Corporate Governance and Nominating Committee. She also serves on the audit committee. Colin Dyer joined in 2019 is a member of the Audit Committee and the Corporate Governance and Nominating Committee. Tony Gaffney is a long tenured member of the Board, serving for 10 years and has done an extraordinary job as the Chair of the Human Resources and compensation committee. He also serves on the audit. Mike Gordon, who you know well from his tenure as our Chief Executive Officer from September '22 until March of 2022 -- September 2020 and March '22. It was not that short a tenure. And Mike remains as a Director of the company. Tony Long is a member of the Audit Committee and Human Resources and Compensation Committee. He joined the Board in 2019 also. Diane MacDiarmid joined us in 2012 and serves on our corporate governance and nominating committee and our human resources and compensation committee. Carolyn Schuetz joined our Board in 2022 and is a member of the Audit Committee and Human Resources. And Janet. Woodruff is the Chairman of our Audit Committee and joined our Board in 2015. Janet also serves on the HRCC. I am privileged to be the chair of this outstanding group, and I want to personally thank each of the members of the Board and the committee chairs particularly for their hard work, wisdom, dedication and teamwork over the past year. It was a busy year for us at Altus Group, and I can report to my fellow shareholders at your Board and each of the directors individually and collectively were steadfast in their support of the company and the -- and were committed to spending the time and energy to fulfill their responsibilities in an exceptional manner. And I thank you all for your service above and beyond. I'd also like to acknowledge the Altus Executive Committee, many of whom are present here at the AGM. We thank Jim and the executive team for their unwavering leadership through the year, generating record financial performance, while restructuring the operation as a critical first step of our multiyear strategy. Jorge Blanco should especially be recognized for his tireless efforts to reshape our go-to-market efforts. We also thank our recently retired CFO, Angelo Bartolini, for his 15 years of service. And lastly and most important, on behalf of the Board and all our fellow shareholders, I want to thank Altus Group's 2,800 talented team of members serving our clients collaborating across 3 continents, and they are there helping build the future of the real estate industry into the future. Now as we begin the business of the meeting, let me ask Terrie-Lynne Devonish, the company's Chief Legal Officer and Corporate Secretary, to start with an important notice and reminder.

Thank you, Mr. Chair. The statements made during this meeting, which are not historical facts, are statements containing forward-looking information in respect of which various factors and assumptions were applied or taken into consideration. Our actual results could differ materially as a result of numerous risks and uncertainties, and reference should be made to our annual information form and most recent management discussion and analysis for a discussion of these and related risks.

Thank you, Terrie-Lynne. I will now officially call this meeting to order, and we'll start by addressing a few procedural matters. With the consent of the shareholders, I will ask a -- I will act as Chairman of the meeting. Terrie-Lynne Devonish will act as the Secretary and TSX Trust Company, our transfer agent, by its representatives, will act as the scrutineer of the voting. We will be dealing with a number of formal and administrative matters at today's meeting and to avoid technological and logistical difficulties, I will move and second all motions unless there are any objections. Hearing no objections to that idea, I ask that Terrie-Lynne, please table the documents entitled Notice of Meeting, Form of Proxy, Management Information Circular dated March 20, 2023, and Declaration of Mailing, which provided service of notice of all these materials on each shareholder of record of the company.

I confirm the tabling of the following documents, the Notice of Meeting, Form of Proxy, Management Information Circular dated March 20, 2023, and Declaration of mailing.

So the notice of meeting, form of proxy and management information circular were mailed to shareholders on or about March 31, 2023. Accordingly, unless there's any objection, I will dispense with the reading of the notice of the meeting. Copies of the management information circular and other meeting materials are available on our website and on the SEDAR website under our company's profile. I confirm that all of these documents have been delivered to each director and to the auditors of the company as well. Moving on. According to bylaw #1, 2 or more persons holding or representing 25% of the votes attached to the common shares entitled to be voting at the meeting represent a quorum. And I've been advised that there are proxies representing more than 25% of the outstanding shares of the company. And therefore, a quorum of the shareholders of the company is present, and the meeting is properly called and duly constituted for the transaction of business. Terrie-Lynne, please include the declaration of mailing of the notice of the meeting and the scrutineers' final report on attendance into the minutes of the mean. As mentioned at the beginning of the meeting, registered shareholders and duly appointed proxy holders will be asked about on each business item. Voting on each item of business requiring a vote will take place during the meeting. A tab will be visible on the Lumi virtual interface requesting you to cast your votes. After you have cast your votes for all the business items of today's meeting, the scrutineer will compile the votes in respect of each business item. The results will be reported at the end of the meeting after all votes on the matters have been counted. Again, if you have already voted prior to attending the meeting by completing a proxy or voting information form, there is no need to go again. So as the first item of business on the agenda for today's meeting, I now table the 2022 financial statements and the auditor's report of the financial statements. Copies of these are available on our website on the SEDAR website under our company's profile and were mailed to shareholders who requested. Next item of business is the election of directors. As the company did not receive any director nominations in connection with the meeting in accordance with general bylaw #2 and advance notice of bylaw, the only persons eligible to be nominated for election to the Board of Directors of the company are the nominees described in the management information circular. The nominees for election as directors of the Altus Group Limited are Wai-Fong Au, Angela Brown, Colin Dyer, Tony Gaffney, Michael Gordon, Anthony Long, Diane MacDiarmid, Raymond Mikulich, Carolyn Schuetz and Janet Woodruff. If elected, the nominees will hold office until the next annual meeting of the shareholders or until their successors are elected or appointed. Since there's no other nominations, I move and second a motion to elect the directors, and that motion is now on the floor. Our corporate governance guidelines provide for the election of the directors according to the company's majority voting policy. A full description of this policy is provided in the management information circular for the meeting. As mentioned at the beginning of the meeting, voting today will be conducted on a single electronic ballot. And with voting now open, you should see that tab available to you now. Unless there are any questions or discussions, I will move to the next item of business, which is the appointment of our auditor for the current year and authorizing the Board of Directors to fix the remuneration of the auditors. On the recommendation of the Audit Committee, the Board of Directors recommends the present auditor, Ernst & Young LLP, be retained for the current year as auditors of the company. And I move and second that Ernst & Young LLP, be approved the appointed auditors of the company until the next annual meeting of the shareholders and that the Board be authorized to fix their remuneration. The motion is now on the floor, and you may vote on the appointment of the auditors. Unless there are any questions or discussion, I will move to the next item of business. That being the final item of business, which is the approval of the nonbinding resolution, the full text of which is set out starting on Page 12 of the management information circular. That on an advisory basis and not to diminish the role or responsibilities of the directors, the shareholders of the company accept the approach to executive compensation described in the management information circular. The advisory vote is an opportunity for the shareholders to have their say regarding our executive compensation. Our plans are designed to align executive compensation with the long-term interest of our shareholders and adopt the policy of pay for performance. And as I alluded to earlier, they were modified this year with the benefit of input from our shareholders. I move and second that the shareholders of the company accept the approach to the executive compensation described in the nonbinding advisory resolution in the Management Information Circular and that it be taken as read and that it be approved. That motion is now on the floor, and you may cast your vote. Once again, and finally, I remind you that if you have already voted prior to attending the meeting by completing a proxy or voting information form, there is no need to vote again. Only registered shareholders and duly appointed proxy holders may vote. And if you have signed in as a guest, you will not be able to vote. Once the electronic balloting closes, the voting page will disappear, and your votes will be automatically submitted. We will wait now a few moments for the completion of the balloting and then we will move on with the remainder of the meeting. [Voting]