Bird Construction Inc. (BDT) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Bird Construction Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Charles Caza. Sir, the floor is yours.

Thank you. Good afternoon. Thank you for joining us today. My name is Charles Caza, and I am the Corporate Secretary of the Board of Directors of Bird Construction Inc. We are in the midst of unprecedented and extraordinary times. And this year, the Board and management decided to hold the virtual meeting of shareholders due to the COVID-19 pandemic to safeguard the health and well-being of all attendees. We thank you for attending the meeting. I would like to note that Bird is permitted to hold the virtual meeting of its shareholders, both under the Ontario Business Corporations Act and through our bylaws. Before we begin, I would like to provide a quick overview of the Lumi virtual meeting platform. You should now see the agenda on your screen. At the top of the agenda page is a legend showing different icons you may click on the screen to access different parts of the platform. If you are a shareholder and wish to ask a question at any time, click the comment bubble icon. If you wish to return to the agenda, click the i icon. The voting icon will only be displayed once the polls are open. During today's meeting, officers and directors of the company may make statements which constitute forward-looking information for the purpose of securities laws. Forward-looking information is not an assurance of future performance and is subject to risk and uncertainty. The actual results, performance or achievements of the company and its business may be materially different from the anticipated results, performance or achievements expressed or implied by forward-looking information. The officers and directors have applied certain assumptions and factors in making forward-looking statements. Shareholders should consult a more detailed discussion of assumptions and risk factors relating to the company and its business in the company's most recent AIF form and management discussion and analysis. Forward-looking information is based on the officers and directors' beliefs and opinions and undue reliance should not be placed on any forward-looking information. The company does not undertake to update or supplement any forward-looking information unless required to do so by applicable law. Thank you. And I will now turn it over to our Chairman, Mr. Paul Charette.

Good afternoon. I would like to welcome all of our virtual attendees to this year's annual general meeting of shareholders. I'm pleased you could all join us today. I am Paul Charette, Chair of the Board of Directors of Bird Construction Inc. As you may already be aware, Bird company's press release issued on March 15, 2021, I will retire from my position as Chair of the Board following this meeting. Subject to my reelection of this meeting, I will continue to serve on the Board as an independent director. I've been fortunate to be associated with Bird for over 4 decades, and I've had the pleasure of chairing the board for the last 20 years. I've also had the pleasure of being part of a great success story, leading up to and since celebrating Bird's centenary anniversary last year. I'm looking forward to continuing my association with Bird as a member of its Board. Let's now begin the official part of the meeting. The meeting will now come to order, and I will preside as its chair. We have the following matters of business to conduct today: one, the presentation of the 2020 financial statements; two, the election of 10 directors; three, the reappointment of KPMG as the company's auditors; and four, any other business that may properly come before this meeting. Shareholders and proxy holders may submit questions to the Board or management using the question blocks on the virtual meeting page. The moderator will relay the questions as will be addressed after the formal business of the meeting has been completed. In order to expedite the formal part of the meeting, certain individuals have been asked to move the formal proposals at the appropriate times. This will allow more time for your questions and comments. Joining me electronically this afternoon, our other director nominees: Teri McKibbon, President and CEO of the company; and members of the senior leadership team of Bird. Mr. Charles Caza, Chief Legal Officer and Corporate Secretary of the company, has agreed to serve as the secretary of the meeting and record the proceedings. With the consent of the meeting, I shall ask Kyle Gould of Computershare Trust Company to act as a scrutineer of the meeting. Notice of meeting. The notice calling this meeting of shareholders was published on March 19, on SEDAR and in the global mail on February 22, 2021. The notice was mailed on April 1, 2021, to all the shareholders of record on March 12, 2021.

I have been provided with a confirmation received from Computershare Trust Company of Canada, transfer agent for the company, attesting to the due delivery of the notice, form of proxy and the management information circular. The 2021 annual report was included in the mailing only to those who opted to receive one.

I direct that a copy of the notice, together with the proof of service be filed with the secretary with the records of this meeting. The scrutineer's report confirms that a quorum is present at the meeting. I would ask the secretary to read the report.

There are 26,045,893 shares of the company represented today in person or by proxy. This represents 49.11% of total shares outstanding and constitutes a quorum for the meeting.

I now confirm that the meeting is regularly called and properly constituted for the transaction of business. I also direct that a copy of the scrutineer's report on attendance be attached to the minutes of this meeting. I will now turn it over to the secretary to explain the voting process for this virtual meeting.

Thank you, Mr. Chairman. We have received all proxy voting results for today's resolutions in advance of this meeting. Anyone in attendance today who has not yet voted and is not signed in as a guest will have an opportunity to vote online in real-time using the Lumi platform. Rather than hold up the business of this meeting for the final tabulation of votes cast on each motion, the Chairman will declare interim results received from the scrutineer in advance of this meeting on each of the motions presented. The Chairman has directed that the final combined results of the advance poll and the votes entered through the virtual platform on all motions today be included with the minutes of this meeting. These results will also be available in the report on voting results posted on SEDAR following this meeting. The polls are now open. [Voting]

Shareholders and duly appointed proxies, you will now see your screens change to show the various items of business for today's meeting. You will have from now until the conclusion of this meeting to cast your votes on each of these items. I now turn the meeting over to you, Mr. Chairman.

The first item of business is to receive the consolidated financial statements of Bird Construction Inc. for the year ended December 31, 2020, and the auditor's report thereon.

The 2020 annual report was mailed to each registered shareholder who opted to receive a copy. Printed copies of the annual report may be requested by contacting the company. Included in the annual report are the consolidated financial statements, the auditor's report of KPMG LLP and management's discussion and analysis. The auditors have issued an unqualified report.

If there are any questions concerning the financial statements, I would suggest that they be raised during the question period. The next item of business is the election of directors of the company. The management information circular made available to you listed the company's director nominees. In accordance with the company's bylaws, shareholders are required to provide advanced notice of their intent to nominate candidates for directors. As no such nominees were received by the company, there are no further nominees eligible to stand for election today. Accordingly, I now declare nominations closed. A motion to elect 10 directors as described in the management information circular is now in order.

My name is Wayne Gingrich. And as a shareholder of the company, I nominate Mr. J. Richard Bird; Ms. Karyn A. Brooks; Mr. Paul A. Charette; Mr. D. Greg Doyle; Ms. Bonnie D. DuPont; Mr. Teri McKibbon; Mr. Luc J. Messier; Mr. Ron D. Munkley; Mr. Paul R. Raboud; and Mr. Arni C. Thorsteinson, as directors of the company to hold office until the next annual meeting of the shareholders or until their successors are elected or appointed.

My name is Charles Caza. And as a shareholder of the company, I second the foregoing nominations.

Thank you. Are there any questions on the director nominations? If you have not already done so, you may now vote for the election of directors.

There are no questions at this time.

Seeing none. Let's proceed to the scrutineer's report. I have received the preliminary scrutineer's report on voting for the election of directors, and it indicates that the following nominees have been elected. I direct that a copy of the scrutineer's report on voting be annexed with minutes of this meeting and filed with SEDAR. The report of the scrutineers indicates that Mr. J. Richard Bird; Ms. Karyn A. Brooks; Mr. Paul A. Charette; Mr. D. Greg Doyle, Ms. Bonnie D. DuPont; Mr. Teri McKibbon, Mr. Luc J. Messier; Mr. Ron D. Munkley; Mr. Paul R. Raboud; and Mr. Arni C. Thorsteinson, have been elected as directors by the shareholders and that each nominee received more than the majority of the votes cast at today's meeting. These persons will constitute the Board of Directors of the company until the next annual general meeting of the shareholders or until successors are elected or appointed. I would like to note that based on the scrutineer's report, it appears that -- I've got a blank here.

Yes, that part -- Paul, I would move to the next Section 7.

All right. I guess I don't -- you're right. Sorry. I apologize for that. The next item of business is the appointment of auditors. And I believe Mr. Wayne Gingrich has a resolution in this regard.

I, Wayne Gingrich, moved that the firm of KPMG LLP be appointed auditors of the company until the next annual general meeting and a remuneration to be fixed by the directors. The directors being hereby authorized to fix such remuneration.

I, Charles Caza, second the motion.

Is there any discussion on the motion? If you have not already done so, you may now vote for the election of auditors.

There are no questions at this time.

Seeing none, let's proceed to the scrutineer's report. According to the report, I declare motions carried. This is a 1-minute warning prior to polls being closed. If you are participating in the meeting through the virtual platform, please ensure your votes are recorded. I now declare voting closed for all items of business. I declare that all motions have passed, the scrutineer's will combine the votes that we -- that were cast at the meeting today and the proxies that were received. We will report on the final numbers in our submission to SEDAR shortly.

I would now like to introduce Mr. Paul Raboud, Director of the company and incoming Chairman of the Board to say a few words.

Thank you, Charles. Good afternoon, everyone. As Paul Charette mentioned in his remarks, he will be retiring from his position as Chair of the Board of Bird Construction following this meeting. But he will remain on the Board as an independent director. I have known Paul for 37 years now, but his career with Bird has actually spanned over 45 years. Paul graduated from Red River College in Winnipeg with a Diploma in Civil Engineering Technology in 1967, and then Computer Programming in 1968. He actually began his career in the engineering field, working for Crippen Acres Consulting for 9 years. He joined Bird Construction and joined as a Project Coordinator in 1976. From there, he rose to the position of Project Manager and completed a number of notable projects, including the Wascana Centre and the Taylor Field expansion, which many of you will know was the home of the Saskatchewan Roughriders until 2016. Paul moved to Alberta in 1979. And I did not say what city in Alberta because, as his wife Gary will attest, there were several. He was in Calgary, Edmonton, and eventually, he was assigned to manage the provincial courthouse in Grande Prairie, which was successful but very challenging project. Following this assignment, Paul was promoted to position of Assistant Area Manager in Edmonton, which is where I first met him. In 1985, Paul was transferred to the Toronto District as the Assistant Area Manager. He rose quickly from there and was appointed President in 1988 and Chief Executive Officer in 1991. In 2001, his role was expanded to include the position of Chair of the Board. In 2008, he retired from the position of CEO and continued as Chair of the Board. Under Paul's leadership, the company underwent a period of extraordinary growth and prosperity. The company grew from an annual volume of $90 million in 1988 to over $1 billion in 2008. And during this period, the company was consistently ranked at the top public companies for the return on equity that it generated. Over this time, Paul also led a significant transfer of equity ownership from the Bird family to the senior management of the company. Since Paul became President, the scope of the company has been completely transformed. When he started as President, Bird was primarily involved in commercial and retail construction as well as government buildings. Today, our scope includes those kinds of projects as well as heavy industrial work in the energy and mining sectors, including large maintenance contracts, [indiscernible] work, self-performed civil work, mechanical and electrical services, high-rise residential and nuclear work to list only some of the services we perform. Bird today has over 4,500 employees. In addition to providing leadership to Bird, Paul has provided leadership to the construction industry. He has served on a number of industry boards. He was Chair of the Ontario General Contractors Association, Chair of the Toronto Construction Association Advisory Committee. And he was chair of the Canadian Construction Association, which is the national body for construction, in 2009. Paul has also faithfully served his community and has made a significant contribution to colleges across Canada. He was a Director of Junior Achievement in Bridgepoint Hospital. He was a Director of Colleges and Institutes Canada, which is the national association of colleges. And he was chair of the Employers' Coalition for Advanced Skills. He has served as a Director of Sheridan Institute of Technology and Advanced Learning and Niagara college. As a young person, Paul benefited from a small scholarship, which helped him to attend Red River College. He has often expressed his gratitude for the opportunity that his education provided and he has since supported a number of post-secondary institutions. He has funded significant scholarship programs of Research Chair at Centennial College, Red River College, West Kildonan Collegiate, Niagara College, Bow Valley College and a major scholarship program administered through Colleges and Institutes Canada. In recognition of Paul's service to Bird Construction and his commitment to post-secondary education, Bird will be establishing a bursary in the name of Paul and Gerri Charette. And we will be announcing the details shortly. Paul's contribution to the construction industry has been recognized with a number of awards. In 2001, he received the Ontario General Contractors' Chairman's Award of Recognition. In 2006, he received the Canadian Construction Association's General Contractors Award of Excellence. And in 2013, the Toronto Construction Association's Donald P. Giffin Construction Industry Achievement Award. In 2004, he was named the Ontario Entrepreneur of the Year in real estate and construction by Ernst & Young. And in 2010, Paul was named the Canadian Construction Association's Person of the Year. He has received honorary degrees or diplomas from Red River College, Saskatchewan Polytechnic, George Brown College, Niagara College and Bow Valley College. Paul has made a huge contribution to the construction industry and to Bird Construction, in particular. Success the company has seen under his leadership is a result of his dedication to the company and to its employees. Paul has always supported the field and operational people in the company. [ If it was required ] he would travel to virtually every project site in the country. As well, he love nothing more than attending 25-year celebrations and recognizing the contribution of others to Bird. As a company, Bird has long been known for its commitment to honesty and integrity, and Paul Charette has unwaveringly lived those values throughout his career. And he's been a role model for me and for the entire company. As we come to the end of our 100th year of operations, we are reminded that these values will continue to be the base upon which the success of the company is built. On behalf of all the directors, the executive leadership team and all the staff of Bird Construction, past and present, I would like to thank Paul for his service to Bird Construction. Paul, you've been an example for us all, and I hope that we can continue to rely on you as we all have for so many years. Congratulations.

Thanks, Paul, for those kind words. Paul made it sound like I kind of did a lot of things on myself, but I can tell you with all sincerity that my success with the company is a result of many things actually. I'm going to go back to where I started with my education. My early years weren't that easy, but I did receive a $200 bursary in Grade 12. And being rather naive, I wasn't sure what I wanted to do with that. So I called my older sister, who was living in Lloydminster and said I got a $200 bursary. I'm thinking about either buying a car or getting some education out of college. And only as an older sister can do, she called me stupid and said, "There is no decision to be made here. You're going to go to college." And so I did. And I was fortunate to get a great education at River Red College. The irony of my career is I graduated second in the class, and I had an interview with Bird Construction in 1967. And unfortunately, they didn't hire me. So I ended up working for an engineering company for 9 years and in 2076 -- sorry, 1976, I was on a project after I've done some design work and Bird was the contractor, and I was hired and moved to Regina, and began a fabulous career. And really the success of the company was not so much myself, but it was all of the employees in 1988, who came together and said, "We could make a difference here." And I was fortunate to have a great team of managers across Canada to work with, project managers, superintendents. We all pulled together and made a huge difference in the future of this company. And so really, it's not so much about what I did, what a team of us did over a period of 20 years from 1988 to 2008, when I retired. It's been a great association with the company. I've been very fortunate to also be involved with the Board of Directors. And after 20 years of serving as Chair of the Board, I made a decision in the last few months to step down from that position and turn over the reins to Paul Raboud, which will be official after this meeting. So with that, I'm going to terminate the formal business. And if there's no further business to be brought before the meeting, I shall ask Wayne Gingrich for his motion to terminate the meeting before we proceed to a question-and-answer period.

I move that the meeting be terminated.

I second the motion.

Any objections?

There are no objective -- objections or questions at this time.

Now that I declare the motion carried and the formal business of the meeting terminated. We have a question period, and the meeting is now open for questions.

There are no questions at this time.

The meeting is now -- sorry. Thank you very much for joining us today.

Ladies and gentlemen, this concludes the meeting. You may now disconnect.