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

Good morning, and welcome to the Annual General Meeting of Dexterra Group. My name is Bill McFarland and I am Chair of the Board of Directors of Dexterra Group Inc. As you know, this meeting is being held in a webcast format only. We will start the formal part of the meeting, and afterwards Mark Becker, our CEO, will provide a business update, following which, there will be an opportunity for shareholders to ask questions. 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. If you've 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. Given the virtual format of the meeting, we have appointed certain individuals to motion and second items of business in advance. In order for us to efficiently and effectively address any online questions on the matters to be voted upon, we encourage shareholders who are attending online and have specific questions on any item of business to submit their questions now. To enter a question or comment, select the messaging icon. Compose your question or comment at the bottom of the screen and then click on the arrow icon to submit. 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 Mark Becker, CEO of Dexterra Group; Denise Achonu, CFO; Christos Gazeas, Corporate Secretary and other members of our executive leadership team are also present at the meeting. 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 Jordan Shafi and Matthew Birt of TSX Trust Company to act as scrutineers, to report on the number of shareholders and common shares represented at this meeting. The scrutineers will compute the votes on each item of business and report the results to me as Chair. Secretary has advised 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 formal proxy were mailed to shareholders of record as at May 1, 2024 in advance of the time required for such notice. 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 online ballot for each matter. 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. If you submitted a completed proxy in advance of the meeting, you have already voted and are not required to vote again online unless you want to change your vote. A copy of the minutes of the last annual meeting of the shareholders of the corporation held on May 10, 2023 has been signed and filed in the corporate records of the corporation and is available from the Secretary. First item of business is the presentation of the audited consolidated financial statements of the corporation for the year ended December 31, 2023, 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 May 1, 2024, 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 advanced 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 9 nominees are Mary Garden, David Johnston, Simon Landy, Mark Becker, R. William McFarland, Kevin D Nabholz, Russell Newmark, Tabatha Bull and Antonia Rossi. May I have a motion regarding the election of directors?

Mr. Chairman, my name is Denise Achonu, and I am a duly appointed proxy holder. I move that each of the following nominees: Mary Garden, David Johnston, Simon Landy, Mark Becker, R. William McFarland; Kevin D. Nabholz, Russell Newmark, Tabatha Bull, Antonia Rossi 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, Ms. Achonu. Will someone second the motion?

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

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

Mr. Chairman, there are no questions on this motion.

The next item of business is the appointment of 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 so move?

Mr. Chairman, my name is Denise Achonu. 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, Ms. Achonu. 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. Mr. Gazeas, are there any online questions on this motion?

There are no questions on this motion, Mr. Chairman.

Thank you. If you are a registered shareholder or a duly appointed proxy holder and you have not yet submitted your votes, you can do so now online by selecting the applicable voting option on the voting panel. As a reminder, if you have previously submitted a completed proxy, you have already voted and it is not necessary to vote again online. We will pause briefly before closing the polls. [Voting]

The polls are now closed, and I will ask the Secretary to provide the report from the scrutineer.

Mr. Chairman, I have received a report from the scrutineer, the shareholders have voted in favor of each of the items of the business to be voted on at this meeting.

Thank you. Accordingly, I declare the election of each of the nominees to the Board of Directors and the appointment of the PricewaterhouseCoopers LLP as auditor of the corporation, the full text of which are set forth in the information circular of Dexterra Group dated May 1, 2024, to be passed. Following this meeting, a report disclosing the final voting results from this meeting will be filed on SEDAR, and we will also issue a press release with such results. This now concludes the formal portion of the meeting. Accordingly, I declare this meeting terminated. As the formal portion of the annual meeting has now been completed, Mark Becker, our CEO, will provide an update on the business. Mark and Denise Achonu, our CFO, will also be available to answer questions following the management presentation. After the meeting, we will post a copy of the management presentation on our website. [Operator Instructions]. I would also like to make a couple of introductory remarks. First of all, I'd like to thank Mark Becker for his leadership over the past year. As you know, he recently completed his first year as CEO of Dexterra. It was a busy year, including many successes, and some pivots. Mark and the Dexterra team have made several important decisions over the past year that are reshaping the business for success in the future. The company's focus is to build a leading support services platform to generate strong free cash flow and provide superior shareholder returns. We believe that by improving our operational performance in the near term, by providing a superior customer experience and by delivering strong and predictable results, that our intrinsic value will be better rewarded in the marketplace. We acknowledge that the past year had some challenges that we believe are now in the rearview mirror, and I am pleased that we are moving into the coming year with a stronger platform and added depth and strength to the management team to deliver our strategy. So Mark, with that, over to you for the business update.

Thanks, Bill, and thank you to everyone who has taken the time to join us today. This is an important time in the evolution of our business, and I'll take you through a brief presentation highlighting where we are today on delivery of our business strategy and where we are headed in the future. Before we begin, I would refer you to our forward-looking information slide in the presentation deck. You'll find cautionary notes in that regard. We do claim their protection for any forward-looking information that we might disclose today. A copy of this presentation will be available hosted on the Dexterra website after the meeting. So starting off on Slide 3. While our overall strategic intent and direction of the company is unchanged, our business continues to evolve. Big picture, we're building a support services platform that is North American in reach with diverse and targeted end markets. We continue to optimize and scale this platform as we pursue our strategy of delivering strong, reliable and profitable growth with overarching objective of creating value -- greater value for our stakeholders. Our guiding principles are consistent. We take a client-centric approach that is relationship based. We continue to develop high-quality solutions and build capabilities that meet our clients' needs. And we ask our clients for feedback, and we action it through formalized processes and implement improvements to help us build long-term relationships. We're building innovative solutions to meet our clients' emerging needs. That includes working to help them meet their energy performance requirements and achieve their sustainability goals. We're taking a smart approach to ESG in concert with our client objectives. We're thinking more deeply about our operational data and how it can be used through technology to support a superior customer experience, and we'll continue to pilot new innovations. And we are well financed with a strong free cash flow and supports our business resilience, our disciplined approach to capital allocation through including -- through continuing to pay dividends, remaining opportunistic around share buybacks as our shares are significantly undervalued and making selective investments in people, systems and clients to fuel our longer-term strategic growth. This is all underpinned by our capital-light services model with appropriate sustaining investments. Ultimately, we have a long-term orientation with a focus on creating value for all stakeholders including shareholders, clients, employees, communities and indigenous partners. The divestiture of our Modular business provides us with the opportunity to focus on our profitable capital-light Support Services segments and at the same time, improve our return on equity while enhancing the predictability of our business. We will also be taking the opportunity over the next few months to look at how our continuing business is organized and reported to both improve operational performance and provide greater clarity around the size and scale of our growing support services business. Moving to Slide 4. Over the last few years, we've expanded our geographic product and consumer footprint, customer footprint. This is particularly true with our integrated facility management business that has grown and expanded, both from an organic and acquisitive perspective in Canada and the U.S. Our annual revenue, as reported externally has grown from a base of approximately $150 million in 2020 to over $400 million today. Most recently, we completed the acquisition of CMI Management who are based in the Greater Washington, D.C. area and provide full IFM services to major U.S. federal government agencies and commercial clients across the United States. With this acquisition, we've expanded our operating footprint across 20 U.S. states and broadened our market access. We have a dynamic team and can move quickly to support the needs of our clients and our communities. This was demonstrated by our quick and comprehensive response to the unprecedented wildfire activity across Canada last year. We're scaling our support services business and making strategic investments to build out this capability and deliver fully integrated FM solutions to our clients. Our service offerings cover hospitality and cleaning, all the way to asset management and energy performance. Our focus continues to be expanding our reach in the integrated FM space as there is a continued trend of increased outsourcing and very substantial North American addressable market supporting our business strategy. Additionally, we are maintaining and enhancing our market leadership position in workforce accommodations and related services across Canada. Most of the coast with developing opportunities in Eastern Canada and the far North across diverse market segments and natural resource. Slide 5. Financially, we've made good progress in growing and delivering our support services-centric businesses, IFM and WAFES. As you can see from the charts on this slide, despite the exit of our Modular solutions business, we have revenue growth, strong pipeline of opportunities, and profitability momentum and still expect to approach $1 billion in revenue and $100 million in EBITDA in 2024. The IFM business unit has benefited from strong organic growth in several sectors and an expanding footprint from acquisitions. We are continuing to see and focus on improving IFM margins while managing inflationary pressure and optimizing our sales mix towards higher-margin segments and opportunities. We've made focused investments in business development and technology resources targeting fully integrated IFM segments as the key growth area, which has resulted in a robust pipeline of future opportunities. WAFES has delivered strong results with continued organic growth driven by market share capture and a robust pipeline of opportunities in the Natural Resources and Infrastructure segments. This is particularly noteworthy as major projects such as LNG Canada, Coastal GasLink have ramped down. We've captured new large long-term contracts to replace that business that are now coming on stream. Gross margins have been strong with a combination of support services work with longer-term contracts and more traditional asset-based energy space activity. WAFES Support Services work has grown substantially over the past several years and provides stability of earnings to the segment results. Today greater than 2/3 of our work in WAFES would be considered support services, providing hospitality cleaning, maintenance and other services to remove operations and over 8% EBITDA margin. Our asset-based services including camp and space equipment rental, sales and access matting deliver higher margins of around 30%. All indicators point towards continued strength in the WAFES support services as well as an asset-based business in the natural resources sector. Moving on to Slide 6. We're in a good financial position with strong free cash flow generation and a balance sheet that provides us with significant flexibility. We expect to continue to deliver free cash flow conversion greater than 50% of adjusted EBITDA, maintaining our sustaining capital expenditures at about 1.5% of revenue and our debt-to-EBITDA ratio at below 1.5x in the near term. Our credit facility also provides us flexibility to pursue accretive acquisitions. Our capital allocation priorities in the near term are to maintain the dividend and support sustaining and accretive CapEx investments. Beyond that, we continue to believe our shares are significantly undervalued in the market, which is why we extended our NCIB share buyback program approved by our Board of Directors in May. We plan to remain optimistic around share repurchases as this is a good use of capital over the near term. We will also continue to assess and consider strategic and accretive acquisitions as they are identified. Looking at Slide 7. Going forward, support services is our growth engine, both organically and through acquisitions. Specifically, IFM as it is a large and growing addressable market in North America. As mentioned previously, we'll be looking at how our business is managed and reported to drive stronger operational performance as well as improve the understanding of our business. Across the current WAFES and IFM business units combined, we expect over the next 4 to 5 years that more than 85% of revenue will be associated with low capital, service-based businesses, activities such as hospital [ Op-tele ], soft and hard IFM in remote urban environments versus 15% in asset-based activities such as camp, equipment builds and rentals, spacing and rentals and access matting. Today, that mix of business is about 80% support services and 20% asset-based services. We expect this mix of business will build a company that's over $150 million in EBITDA and will deliver robust returns to shareholders. Big picture, we -- as we pursue our strategy of scaling our low-capital long-term contract support services with a focus on higher-margin integrated FM, we expect to see continued top -- 10% top line organic growth in support services supported by quality, innovative solutions and augmented by strategic and opportunistic acquisitions. We are also -- we also continue to well support our asset-based business. On a combined basis, with continued growth, we expect the overall support services scope of business to trend towards an 8% EBITDA margin. Our ultimate financial measure of success for Dexterra remains return on equity for our shareholders when we set a goal of 15% on this metric to be met over time. Slide 8 provides a snapshot of our priority areas over the next year. Job #1 remains to provide predictable and sustainable results from our businesses that meet or exceed expectations. This will be achievable with the sale of the Modular business. Closing of the Modular sale in early Q3 is a near-term priority. We're working with ATCO on an effective and smooth transition of the business, allowing us to turn our attention to higher-margin support services and asset-based businesses. We are also taking this opportunity to reshape our executive team and our reporting relationships, as mentioned earlier. Our key operational performance initiatives include continuing to manage inflationary pressures and improving IFM margins, sustaining our strong performance in margins in WAFES, and continue to invest in people, technology and partnerships to cultivate our competitive advantage and to support growth. We have built a strong culture of safety and environmental performance. We continue to drive community engagement, indigenous relationships and investment and benchmark our ESG performance against public frameworks to help our business and clients drive. Ultimately, this will all feed into delivering to our shareholders, not just with dividends, but with a balanced approach to share buybacks and accretive investment to enhance shareholder value. Before I close, I would like to say a sincere thank you to all our employees for their contributions to our success and to our shareholders, suppliers and customers for your loyalty and support. I'm honored and proud to serve Dexterra as CEO, and I am absolutely confident that the best is yet to come. Thank you. With that, I'll turn things back to Bill to facilitate the Q&A.

Thank you, Mark. We would now be pleased to entertain any questions. [Operator Instructions]. Mr. Gazeas, are there any online questions?

Mr. Chairman, we have received the following question. How are you planning to use the proceeds from the sale of Modular? For instance, are you anticipating a larger share buy program?

Denise, why don't you take that?

Proceeds from exit of the Modular business will free up significant cash, which we expect will go towards debt reduction. As a result, our debt will be less than 1x at the end of Q3. As mentioned, we expect this sale to close in early Q3. That said, we do plan to remain opportunistic around share repurchases. As Mark mentioned, this is a good return on the use of our capital for the near term. We will also continue to look at strategic options as we move the needle towards the goal of a 15% return on equity.

Thank you, Denise. Mr. Gazeas, are there any further questions?

Yes. What percentage of growth expected -- is expected to come from M&A in the future?

Mark, why don't you take that one?

Will do, Bill. And as I talked about in my presentation, we expect over the next 4 to 5 years to grow our business to the $1.6 million plus. And if you consider a 10% growth rate around support services to do the math around that, notionally, that ends up being about 20% or 25% of that will come from merger acquisition. We do know that growth won't be a straight line. It will come in, in lumpy components. And over the next 4 to 5 years, we will have opportunities for strategic growth around accretive acquisition opportunities, strategic capability, builder acquisitions. But I think overall, we would say a big chunk of our growth is going to come from our organic growth.

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

Do you envision IFM growth to be focused more in the U.S. or Canada?

Mark, why don't you take that?

Yes, good question. And I guess my answer to that would be both. We're active on the IFM front, the integrated FM front. As I mentioned, we've got an investment around people that are working business development around IFM, but it's focused both on U.S. and Canada. I would say, obviously, the market size in the U.S. is quite a bit bigger. So we are taking that into account. But really looking equally both on the U.S. as well as the Canada side of things.

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

Will the NCIB be expanded beyond the 165,000 shares? Will you consider a substantial issuer bid?

Maybe I can -- maybe I'll take that one. And I think from a bigger picture perspective, the company and the Board are looking at all strategic opportunities, nothing to say at this point in time. But we are very focused on how to get our return on equity to that 15%.

We have a few additional questions that have come in. What are you seeing for wildfires this year? And what is booked for wildfires the EBITDA for 2024?

Mark, over to you. A timely question.

On the wildfire front. Well, as we talked about quite a bit with the market, the wildfire business and activity is bit difficult, difficult to predict. We look at how things have transpired already this year. We've mobilized some work in the wildfire environment in May already, but we're also seeing wet conditions in the West, specifically Alberta, BC in the spring here that's really kind of tamp things down in terms of wildfire activity. I think I'd say it overall at a high level and things can change as we progress through the summer here into the fall. But overall, I would say, a core more of a normalized year is kind of what we've included in as we've characterized is what would be close to $100 million EBITDA year, we've reflected more of a normalized amount of wildfire activity. And at this point, we'll see how things play out, but that was what we would be expecting.

Okay. Christos?

Why do you guide to a lower EBITDA number this year in comparison to 2023?

Denise, why don't you take that?

Sure. I think some of you may recall, in 2023, it was really a year of unprecedented for wildfires. And as we've mentioned, that does from a part of our WAFES business, and we mobilized and included in our 2023 numbers almost $56 million of revenue related to wildfires. So obviously, that -- when you attach an EBITDA number to that, if WAFES is about 15% EBITDA, that really composed a significant part of that increase of our EBITDA. Now for 2024, what we've done is we've assumed a normalized year for wildfires. Obviously, you don't predict that type of wildfire activity year after year. And so what we've done in 2024 has assumed a normal amount for wildfires.

I think suffice it to say, Denise, if you normalize for wildfires, we've achieved growth both in WAFES and IFM along the lines of the growth rates that we've seen in the last 2 or 3 years and continue to see. So we are seeing growing business if you nearly normalize for a while part.

Question. What else can you say about the reorganization of the business that is underway. What is the expected timing?

Okay, Denise, why don't you talk about that because I think the reference there is to external reporting.

Yes. Thanks, Bill. So as Mark mentioned, we're taking some time to take a look at how we have the business organized, we're expecting over the next few months to look at how is our continuing business post-Modular organized, how is it reported, looking at ways we can provide greater clarity around the size and scale of our support services businesses across the current loss and IFM businesses combined. Currently, more than 80% of that revenue is associated with low capital service-based activities. Such as long-term relationships in hospitality, soft and hard FM, both in remote and urban environments versus 20%, which are more asset-based activities such as cap, equipment builds, rentals, space unit rentals, et cetera, as well as our access matting business. So in terms of what we're doing, we're looking at the timing. We're expecting no later than the start of 2025 reporting period because there is some different configuration that does need to take place to align those reporting relationships and that reporting structure. That said, in the interim, we do expect to continue to provide similar information as we've done today on our support services businesses in the intervening period.

Thank you. Next question. What is your ESG approach?

Mark, why don't you take that one?

Yes, happy to speak about our ESG report that came out earlier this spring. Biased answer, but very proud of that report and really kind of gives an overview of our full ESG programming. I would say our approach to ESG is very focused with our clients. Our clients are -- come from a range of industries and a range of markets in Canada and very focused on ESG as we are as well. But we do that in partnership with our clients, both as an opportunity to support them with their objectives, but also as a business opportunity for us in things like IFM, where we can really support them on things like energy efficiency. I would also say that we're developing our baseline of emissions per kind of where the reporting guidelines are going and setting targets. We're well progressing on that. We're watching as most other companies are -- the reporting requirements and as they evolve, but we're being proactive around that to make sure that we're well set up to support those reporting requirements. I guess my last comment would be ESG has an S in it, which is the social element, very big for us. I would say things like our outline Youth Employment program, which supports indigenous youth development across Canada is a big piece of that social effort as well as our overall stronger communities effort, which we engage in our communities both financially in terms of contributions to support of agencies and groups. As well as our employees engage with their time and contribute their time with support of agencies and initiatives in various communities. So that kind of gives a snapshot, I guess, of what our ESG approach is.

The next question is, will corporate spend be reduced after the Modular sale?

Mark, why don't you take that one?

Yes. Good question. The Modular sale with ATCO, I guess the first thing I'll mention around that, it's been sold as a business, it is being bought as a business. So the divisional or the business unit overheads that go with the business, I mean, they're buying an integrated business. So that all kind of goes with. So that is, I guess, an element of what our corporate spend would be post that. We're also just taking a look at our corporate spend in general, just around what it means to not have both the employees as well as the business activity related to Modular. And what we need to support and where are the opportunities for synergies and reductions are around that. And also just making sure we continue on our journey of investments in people and technology in our corporate services area, both at the business delivery end of Dexterra, but also our enterprise level around technology. So really, what I would say there is more to come. It's a big focus for us. We're looking very carefully at that. I think Denise and I will be able to give some better guidance as we go along here through our reporting cycles through the balance of this year.

And on the corporate spend front, that question may have been looking also to what's the -- we've got kind of 2 businesses here, one being asset services, which is a little bit -- requires a little bit more capital versus capital light being our support services, which is our main business. Maybe just give a little bit of thought around 1.5% of revenue that you put out there? And what can we expect on the asset-based services maybe in the near term?

Yes, related to capital. We'll continue to focus on that front. Making sure supporting around our asset-based businesses overall for the corporation are capital at 1.5% revenue supporting our sustaining capital approach. We don't see anything big in the next few years related to that. We look at continuing ability to support that target. And even just on the corporate cost, we do kind of continue to benchmark things in terms of where we see corporate costs around 2.5% of revenue. Christos?

Next question. Why do you believe the share price is still undervalued? How can you fix the problem? And how much of this is the market for small caps?

I'll just start by saying the market is the market and none of us can predict it, but Mark. With that, I'll pass it over to you.

But we do want to fix the problem. So we all want to make contributions on this front. You have to say the uncertainty around our Modular results in the last 2 or 3 years. You can't say that, that hasn't contributed to this. And I think everyone knows this and is a realistic piece of that. With what we're seeing in terms of improving margins in IFM, continued reliability, stability and predictability of our results in the Support Services business going forward. We see that improving quite a bit and should make a contribution to how the market views our shares. I mean that's an example of things that we can control that we want to focus on that, that will support improved equity values. And really, as I mentioned in my presentation, stabilizing the results and the predictability of our business is really job one for us for the balance of this year post the Modular exit.

Thank you, Mark. Any other questions, Christos?

Mr. Chairman, there are no further questions.

Okay. Thank you very much to both Mark and Denise. I think that was a good Q&A period, and I'd like to thank everyone for attending the annual meeting today. As Mark noted, we're excited about the future of Dexterra Group and look forward to staying connected and for the continued support over the coming year of all of you. So please have yourself a wonderful day.