Dexterra Group Inc. (DXT) Earnings Call Transcript & Summary

Good morning. My name is Bill McFarland. I'm the Chair of the Board of Dexterra Group, Inc., and I would like to welcome all of you, including those attending online to the Annual General Meeting of the Shareholders of Dexterra Group. For online attendees, registered shareholders and duly appointed proxy holders may vote online during the meeting by clicking the voting icon. If you cannot see the full text of the resolution, please scroll down on your device in order to see the resolution as well as the voting options. In-person attendees that have registered and not already voted will be provided a ballot to vote on the matters at today's meeting. For all attendees, if you have already voted by proxy, there is no need to vote again during the meeting since your vote has been recorded in accordance with your proxy instructions. In order for us to efficiently address any online questions on the matters to be voted upon, we encourage shareholders who are attending online and have specific questions on an item of business to submit their questions now. [Operator Instructions]. That's a technical response. Please note that questions submitted during the meeting via the online platform will be moderated before being sent to me. Your questions will be addressed before voting closes. Before we proceed with the formal business of today's meeting, I would like to acknowledge that John MacCuish, Director, CEO and President of Facilities Management of Dexterra Group, along with Drew Knight, CFO; and Mark Becker, COO; and other members of our senior leadership team and Board of Directors are present at the meeting. They are all wearing name tags and look forward to meeting and spending time with those of you in attendance today. I now request that the meeting come to order. With the consent of the meeting, I, Bill McFarland will act as Chair of the meeting, and Christos Gazeas shall act as Secretary of the meeting. I appoint Helen Kim and [indiscernible] to act as scrutineers to report on the number of shareholders and common shares represented at this meeting. The scrutineers will complete the votes on each matter and report the results to me as Chair. The Secretary has advised me that he has received a declaration from the scrutineers, stating that the shareholders have been given notice of this meeting and that the notice, information, circular and form of proxy were mailed to shareholders of record as at March 25, 2022, in advance of the time required for such notice. Additional copies of these documents are available at the registration table for those attending in person or are available online at sedar.com. The Secretary has also advised that a quorum is present. I further direct that the formal report of the scrutineer be annexed to the minutes of this meeting as a schedule. I now declare that this meeting has been regularly called and is properly constituted for the transaction of business. Voting at today's meeting for those that are entitled to vote and have not already submitted a proxy will be conducted by ballot for each matter. For registered shareholders and proxy holders attending in person, if you have not already voted or registered and received your ballot, please raise your hand now. You can indicate your vote by marking an X in the appropriate box on the ballot. Please print your name clearly on the ballot as well and sign it prior to returning the ballot to the scrutineers. The scrutineers cannot count your vote if they cannot read the name on the ballot and identify the shares in respect of which the ballot is being cast. Ballots will be collected after attendees have had an opportunity to ask any questions on the matters. For online attendees, the voting panel on your screen should now display the voting options for registered shareholders and duly appointed proxy holders. The voting panel will remain open until discussion, if any, has concluded on all items of business. I will then declare voting on all items of business closed. I now declare the polls open on all items of business. A copy of the minutes of the last annual meeting of the shareholders of the corporation held on May 19, 2021, has been signed and filed in the corporate records of the corporation is now available from the Secretary. The first item of business is the presentation of the audited consolidated financial statements of the corporation for the year ended December 31, 2021 and reported thereon by PricewaterhouseCoopers LLP. A copy of such financial statements and the report of the auditors thereon has been mailed to each registered shareholder of record at the close of business on March 25, 2022, who elected to receive the financial statements and report of the auditors. No vote by the shareholders is required or proposed to be taken with respect to the financial statements. The next item of business is the election of directors of Dexterra Group. In accordance with Dexterra Group's advance notice bylaw, the only individuals entitled to be nominated as directors at this meeting are the persons named as nominees in the management information circular and proxy statement prepared for this meeting as there were no other individuals nominated prior to this meeting. Those 7 nominees are Mary Garden, David Johnston, Simon Landy, John MacCuish, William McFarland, Kevin Nabholz and Russell Nemark. Each nominee currently sits on the Board of Directors. May I have a motion regarding the election of directors?

Mr. Chairman, my name is Drew Knight, and I'm a duly appointed proxy holder. I move that each of the following nominees: Mary Garden, David Johnston, Simon Landy; John MacCuish, R. William McFarland; Kevin D. Nabholz and Russell Newmark be hereby separately elected as directors of Dexterra Group Inc. for the period commencing as of the date hereof and ending at the close of the next Annual Meeting of Shareholders of the corporation or until their successor is elected or appointed.

Thank you, Mr. Knight. Will someone second the motion?

Mr. Chairman, my name is Christos Gazeas, and I'm a duly appointed proxy holder. I second the motion.

Thank you, Mr. Gazeas. You now have heard the motion. Are there any questions from the floor on this motion? Mr. Gazeas, are there any online questions on this motion?

There are no questions, Mr. Chairman.

The next item of business is the appointment of the auditor of Dexterra Group. It is proposed that PricewaterhouseCoopers LLP chartered accountants be appointed the auditor of Dexterra Group until the next Annual Meeting of Shareholders of Dexterra Group or until a successor is appointed. Will someone [indiscernible]?

Mr. Chairman, my name is Drew Knight, and I move that PricewaterhouseCoopers LLP, chartered professional accountants, be appointed auditor of Dexterra Group until the next Annual Meeting of Shareholders or until a successor is appointed at such remuneration as may be fixed by the Board of Directors and the Board of Directors are hereby authorized to fix such remuneration.

Thank you, Mr. Knight. Will someone second the motion?

Mr. Chairman, my name is Christos Gazeas, and I second the motion.

Thank you, Mr. Gazeas. You have now heard the motion. Are there any questions from the floor on this motion? Mr. Gazeas, are there any online questions on this motion?

There are no questions, Mr. Chairman.

Thank you. If you're a registered shareholder or duly appointed proxy holder and have not yet submitted your votes, you can do so now online by selecting the applicable voting option on the voting panel for those of you attending in person, the scrutineers will now collect any outstanding ballots. To assist the scrutineers, please hold up your ballots. As a reminder, if you've already previously submitted a completed proxy, you have already voted and is not necessary to vote again. We will pause briefly before closing the polls. [Voting]

As there are no further ballots to be collected, I I declare that the polls are now closed and would now ask the scrutineers to count the ballots and report back to me with the interim results as soon as those results are available. I will ask the Secretary to provide the report from the scrutineer.

Mr. Chairman, I've received a report from the scrutineers. The shareholders have voted in favor of each matter before the meeting.

Thank you. Accordingly, I declare the election of each of the nominees to the Board of Directors and the appointment of PricewaterhouseCoopers LLP as auditor of the corporation, the full text of which are set forth in the information circular of Dexterra Group dated March 25, 2022, to be passed. Following this meeting, a report disclosing the final voting results of the meeting will be filed on SEDAR, and we will also issue a press release with the director voting results. This now concludes the formal portion of the meeting. Accordingly, I declare this meeting terminated. On behalf of the Board of Directors of Dexterra Group Inc., I would like to thank our shareholders, employees, communities where we work and other stakeholders for their continued support. As the formal portion of the meeting has been completed, I will ask John MacCuish in a couple of minutes to provide an update on the business. Along with John, Mark Becker, Drew Knight and other members of the senior leadership team will also be available to answer questions following the management presentation. After the meeting, we will post a copy of the management presentation on the Dexterra Group website. [Operator Instructions]. I'd like to also make a couple of introductory remarks and congratulate the management team on its progress over the past year in building a strong foundation for the future and growing the business despite COVID-19 restrictions and other headwinds. The management team has remained focused on our goal of reaching $1 billion in revenue and $100 million in EBITDA. We expect to get there in the near term and are busy developing plans for the next phase of our evolution. The Board is proud of the results and want to recognize the quality and dedication of all of our people who are committed to delivering quality services to our customers every day. So now let's watch a short video, and then John will provide the business update. [Presentation]

I can still say good morning. So thank you, Mr. Chairman. Thank you to everyone who's taken the time to join us today. I speak on behalf of the entire Dexterra leadership team that we're very excited to discuss where we're heading, where we're taking the organization. And it's great to have some of you here in person. So before I begin, I would refer you to the forward-looking information slide from the presentation that we have posted on our website. You will find cautionary notes in that regard. While I won't read the content of the cautionary notes, we do claim their protection for any forward-looking information that we might disclose today. So who are we? At our core, we're a support services organization and a growing company that delivers for our clients and our customers. Our clients rely on us to deliver efficient and effective services, which allows them to focus on their core and leave what we do best to us and that's where we provide our value and our expertise. We're a people business, quality people engaged in their work, who care about our clients and are equipped with the right tools, technology to power our business and add value for our clients. Our long-term success depends on our ability to create value for all stakeholders. We build mutually beneficial relationships with clients and business partners, provide compelling employee value propositions for our people, based on empowering them, equipping them. We provide a lean head office with decision-making close to the client face. We think that's very important. By contributing positively to the communities where we live and work and by delivering value for you, our shareholders. Our guiding principles have remained consistent throughout our company's journey, and we believe these key elements to our -- key elements to our continued success. We act with integrity, we exercised good financial discipline, and we are soundly financed. We embrace an entrepreneurial spirit, and we know that learning and growing from our mistakes and being a truly dynamic organization is important. I'm pleased with what we've accomplished in 2021. The story of Dexterra Group is and will continue to be a growth story. Last year was an example of that story coming to life. We delivered strong results despite challenges presented by the COVID pandemic. I believe this demonstrates the resiliency of our business. Our near-term goal of $1 billion revenue and $100 million EBITDA is well within sight, and we're developing plans for the next step in our journey. Our focus on clients resulted in us renewing a number of key long-term contracts as well as securing new projects across the country. We have built the foundation for future growth in all 3 business lines. And our business mix continues to evolve to be more service-oriented, less reliance on projects, less capital-intensive and more annuity contracts. We see many opportunities in facility management to build scale. It took action in 2021 to begin to accelerate that growth, both organically and through M&A. We are a leader in the Canadian workforce accommodation industry as evidenced by our top 3 market position. And we continue to build market share by winning new work based on our reputation of high-quality, high-value provider to these clients. In 2021, we also opened a new modular plant in Cambridge, Ontario. This added capacity in Central Canada, which will allow us to leverage more opportunities and social affordable housing in Ontario and build a more diversified book of business. Last year, we also extended and expanded the size of our credit facility based on our ability to convert over 50% of our EBITDA to free cash flow. This gives us increasing flexibility to support M&A growth in the future. We're very pleased to increase our dividend in 2021, commensurate with increased profitability, debt reduction and the growth in our share price. We believe that how we do things is just as important as what we do. In 2021, we were proud to be recognized by Occupational Health & Safety Magazine with the Canada's Safest Employer award for the services sector. This was a great recognition for our people and our organization, demonstrating our commitment to do things the right way and ensuring everyone in our workforce goes home safely every day. Finally, we executed 2 acquisitions at the start of 2022, adding to our IFM scale, capabilities and our geographic footprint. These acquisitions are expected to provide $120 million in revenue in 2022. So as I step back, 2021 was a strong year with many successes to take forward. Building on the success of 2021, we're enthusiastic about these opportunities that are in front of us. The addressable market in IFM is large. We're investing in tools, talent, technology in both operations and sales to deliver accelerated growth in that segment. We expect activity levels in COVID-impacted sectors to improve over the course of the year as passengers return to air travel, people start booking hotels. There's activity in office towers, retail malls increase and students go back to in-class learning this fall. All these will support IFM revenue growth. We've completed our initial 90-day onboarding program for both Dana Hospitality and TRICOM. And it's gone well, and we're excited to begin to realize the full value and the learning from these 2 businesses so that the whole is greater than the sum of its products. With a strong team and compelling offerings, we are a leading provider of workforce accommodation. We will continue to take advantage of the strong activity level in the natural resource sector and our WAFES team is continuing to focus on increasing our market share with lots of new opportunities. Between the anticipated reopening of the Crossroads Lodge in Kitimat, BC, the strength and high utilization of our access matting and space rental business, recent camp and catering contract wins in 2021 and new work in 2022, we are positioned for a strong year. In Modular, we were pleased to see further funding for rapid housing programs in 2022 federal budget. Housing is a key social issues for communities across the country. And we believe that modular construction can be part of the solution for addressing Canada's housing needs. It is faster to complete the project than stick-built, it's more environmentally friendly, there's less waste, that's probably safer construction, and you can provide more financial certainty around costs in an inflationary world. We continue to work improving the stability and the predictability of the Modular business performance. Driving increased utilization of our manufacturing plants and diversifying our modular client base are key priorities along with managing inflation risk on delayed projects. Q1 results in 2022 were not acceptable, and action plans are in place to bring margins back to historic norms over the course of 2022. What lies ahead? We're building a fast-growing support service champion. This business will grow both in Canada and in select regions of the U.S. Our goal is to double our size and achieve $2 billion in annual revenue in the next 5 years. We will not confuse activity with progress and expect to grow our EBITDA and free cash flow accordingly. Our M&A IFM program will play an important role in achieving our goals to build scale and add capabilities and expand our geographic reach. This isn't just about acquisitions. We will take advantage of the significant opportunities in the market to grow organically and are making the necessary investments to deliver organic growth. What will a $2 billion Dexterra look like? It will be a leader in infrastructure support services, delivering excellence in the management and maintenance of built assets, hospitality solutions and project delivery. IFM will represent the large segment of our business overall. We expect at least 50% of our revenue will be derived from these capital-light good-margin IFM support services. We will develop our service offering to ensure we are meeting evolving needs of our clients now and in the future. As an example, we believe solutions that reduce carbon and support healthier buildings are more important now than ever, and we will become a trusted adviser on these. We will continue to be a leading player in Canada's workforce accommodation market with an increased -- an increasing emphasis on service-based offerings. And we will have a profitable modular manufacturing business with diverse product and client base in both Canada and the U.S., building on our expertise in social affordable housing. Building of our talent pool will be critical to our success. Many of you heard me say this is a people business, and we are investing in programs, key senior hires, resources for development, recruitment and retention of people, ensuring we have the strength and depth in our team necessary to achieve our 5-year objectives. In our pursuit of this $2 billion goal, our actions will be consistent with our guiding principles discussed earlier by striking the right balance, supporting our employees, our communities and our ESG initiatives while generating superior shareholder returns. It's a very exciting future ahead for us. And the entire SLT is up for the challenge and excited about what lies ahead. We have some key members of our senior leadership team here today, and they'll be available to answer any questions. I will now open it up for questions, and our Chairman will facilitate the Q&A.

Thank you, John. We'd now be pleased to entertain any questions. [Operator Instructions]. So I'm not seeing any questions right now from the floor. So Mr. Gazeas, are there any online questions?

Yes. First question. As WAFES mix of business shifts to services, what is the margin impact?

Mark, that's right down your alley.

Yes. And just as we grow the business organically, and John talked about it in his remarks, and some of the questions that come up around that is in the WAFES business, which is traditionally kind of in that 15% EBITDA margin. We are targeting and we do expect to maintain those kinds of margins in WAFES. Having said that, as John talked about, the shift to more support services style clients and contracts which does come at a lower margin, but it's a very stable business. It tends to be longer-term contracts operationally based versus project-based, which helps us on that front. And the natural resources sector, which WAFES is -- a lot of it is based on, we still expect strong growth and strong activity in natural resources across Canada, broadly, meaning not just energy but also into mining and infrastructure that we're very involved in. So with that diversification and also our geographic reach, we're involved in business from Quebec to the West Coast all the way to the Arctic. With that diversification, we do expect it to kind of very well support our business levels and margins. So I guess the short answer to that is what I think we see a good blend of support services, businesses and higher-margin project-based businesses throughout the sector that we expect to be able to manage that margin at that 15% target.

Thank you, Mark. Mr. Gazeas, are there any more questions online?

There's a couple more. I saw your ESG report recently filed, what are your future plans on ESG?

Well, from the CLT, we have Lee-Anne Lyon-Bartley with us. So Lee-Anne, why don't you take that one since ESG and that report that we're also proud of was you had a strong hand in.

Good morning, everyone in the room and online. So we're very proud of the second annual ESG report that we put out. And for those of you who haven't seen it, it is on our website, we are working on refreshing our materiality assessment in 2022, and we have a number of other ESG initiatives on the go. We also are strengthening our ESG plan and strategy. We're also very proud of the work that we do in our communities. And our stronger communities approach. And we do a lot of work with indigenous communities, and we're very proud of our Outland Youth Employment Program that we have. We're also very committed to equity, diversity and inclusion, which hopefully, you did see reflected in our report, and we're continuing to advance the work in this very important area. Thank you.

Thank you, Lee-Anne. Christos?

Question is, what is your core business? And is that changing over the next 5 years? If so, how?

John?

I think of our core business is a support services business. I think I described in my remarks that the mix between the 3 businesses we identified today will change as we strive to our $2 billion target over the 5 years. So yes, it will change because IFM, as I said, will be 50% of the mix. And it doesn't mean that the other businesses will be not growing. There'll be healthy growing businesses. It's just that we will take advantage of the addressable IFM market, and that will grow greater than the other 2 businesses that we identified today.

Maybe a supplement to that. From me, for you would be how much of that IFM growth do you see coming from M&A versus organic growth?

So I think we would suspect that 50% could come from M&A and 50% from organic.

Thank you. Are there any more questions, Christos?

One last question. Can you please give us an update on your U.S. manufacturing-only contracts?

Mark?

Yes. We've -- in 2021, we won some new contracts in the Northern U.S. states related to multiunit residential housing projects. And I guess as the question states, is supply only, meaning we do the manufacturing, but we're not doing the construction, which, from that perspective, is helpful from a risk profile because really it's a lower risk activity for us in manufacturing of modular units than it is from the construction piece. So we like that business. Had a few start-up issues given the design and nature of those projects, but it's going well and it's filling out our Calgary manufacturing plant quite high, and we actually are very active on negotiating contracts that will take us through the balance of this year into 2023 on these projects. So it's a strategic piece for us and a really positive piece of diversification business. I'd also say that we're also working to take advantage of -- that's a pretty active industrial commercial market around modular units across Canada. So we're working on those as well. And all of that really kind of provides a diversification and a complement to what's been our social affordable kind of foundation for the Modular business. And I guess the last thing I'll mention, as we work on diversification of markets for the Modular business, we want to make sure we stay within the realm of things that are complementary to our expertise in the Modular business and also ones that we can ensure we can get reliable profit margins from as well.

Thank you, Mark. Mr. Gazeas, are there any further questions? And I apologize, why don't we go to the floor?

Okay. My name is Paul [indiscernible]. Okay. So if you make the Modular homes in Calgary and they're going to the northern states, but you don't want to get involved in the actual construction. Is that -- when you say that, are you reluctant to get involved in labor laws of other states and countries? Is that presenting a problem for you? You can't really -- you don't want to get involved in actual construction in the U.S.?

I'll pass this one over to Mark, but maybe I'll just start with a comment, which would be we're involved in the construction because we're building the modular units that we will transport down to the U.S. in our plants, but we're not doing the on-site installation. And so I just -- just for clarity, maybe that's how we can frame it. And Mark, maybe you can take the question.

Yes. I think it's a good question. And I think I don't want to give you the impression that we're reluctant constructors because our modular business is, at the end of the day, it's a project-based construction business, and we have kind of a full blend of turnkey projects where we do affordable housing projects. The U.S. projects, you want to take advantage of kind of the exchange rate that we do see cross-border as well, no different than the codes, the technical billing codes that we have to see. You want to be kind of careful what you get into and be very thoughtful about how we engage. I wouldn't say never related to construction, but I think this opportunity that we see, the constructors are finding it to be a low labor. Some of these units are in Montana, and they find getting labor out into the field, trades people. With modular, they find there's a lot less demand for construction people in the field. So they like the modular model, and we like it because it kind of maximizes utilization of our production plants and it gets us access into those clients. And we're actually dealing on a range of conversations with others in the U.S. around supply only. So we do kind of try to hit that mix of it.

What I was alluding to is, and I understand if it's a fact, you can't take Canadians on to the construction site in Montana without complications, labor laws, et cetera.

Yes. Any of our clients that are working on this, they're using U.S.-based subcontractors, U.S.-based trades people that are working on the projects.

So our contracts are [indiscernible]. And we don't -- we're not taking on the rest of the risk. The other thing that I might add to your comments, Mark, are what we're seeing or -- and feeling in the U.S. is there is limited production capacity that we may be able to take advantage of in the short to medium term. Mr. Gazeas, any other questions?

We have a question. What is the strategy for recruiting and retaining staff in this challenging workforce climate?

John? I'll try to find an easy one for you at some stage.

Okay. So there are many things, many techniques we're using for recruitment and retention. I'm going to draw on one because we're quite excited about the impact it can have on these efforts. So we have 8,461 employees as of last week. And so that's a great base of people. We have an employee referral program, which allows us to incent our existing employees when they make a referral of a friend, a neighbor, a cousin, just someone they know and we hire them, they get an incentive. I think that's a powerful tool that we have at our disposal that maybe others have not taken advantage of. And I think that's a bit unique for us. I think the other technique around retention and recruitment as much retention is, we have high engagement with our employee base -- it's very important that we continue to have the level of communication. We have weekly, daily SnapComms, lots of communication and with good communication and good engagements with our employees, our retention rates will be good. We have a target to be at -- on our management turnover that we want to retain 95% of our management -- our key management.

And maybe I'll just add 1 thing. We had a good conversation around people at the Board actually yesterday, and we had a discussion around the broader employee value proposition. And I think some key components to that are, are we creating the learning opportunities for our people and are we actually providing them with career opportunities that become win-win situations for both the employees and ourselves as an organization. And I think that's an area that the management team is putting increasing focus on in this challenging time all over the country with respect to labor. Mr. Gazeas any other questions?

No further questions, Mr. Chairman.

Thank you. And I'd like to thank everyone both online and here for attending the Annual Meeting. We look to stay connected with you over the coming year. Thanks again.