FirstService Corporation (FSV) Earnings Call Transcript & Summary

Welcome to the FirstService Corporation Annual Meeting of Shareholders Conference Call. Legal counsel requires us to advise that the discussion scheduled to take place today may contain forward-looking statements that involve known and unknown risks and uncertainties. Actual results may be materially different from any future results, performance, or achievements contemplated in the forward-looking statements. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in the company's annual information form as filed with the Canadian Securities Administrators and in the company's Annual Report on Form 40-F as filed with the U.S. Securities and Exchange Commission. Today is Thursday, April 6, 2023, and at this time, for opening remarks and introduction, I would like to turn this call over to FirstService's Founder and Chairman, Mr. Jay Hennick. Please go ahead, sir.

Good morning. I'm Jay Hennick, Founder and Chairman of FirstService Corporation, and I'll be acting as the Chairman for this meeting. Thanks to everyone for joining us today. This meeting is being held in a virtually only format via a live webcast. Participating for the company in the meeting today are Scott Patterson, the CEO and also a Director; Jeremy Rakusin, CFO; and Doug Cooke, the Corporate Secretary. Instructions on how to ask questions and the voting procedure will appear on your screens. As with any technology, unexpected glitches may occur, but our service providers for this platform are Lumi, and they are experienced and will assist if needed. It has now passed 11:00 in the Annual and Special Meeting of the shareholders of FirstService will come to order. With the consent of the meeting, I'll act as Chair, and in accordance with FirstService's bylaws, Doug Cooke will act as Secretary of the meeting. In addition, I will appoint Rosa Garofalo of TSX Trust Company to act as our scrutineer for the meeting. I'm now tabling a copy of the audited consolidated financial statements of FirstService for the year ended December 31, 2022, and the auditor's report thereon. You will have received them with the meeting materials. With the consent of the meeting, we will dispense with the reading of the auditor's report and the financial statements shall be received. Please note that after the formal portion of this meeting, our CEO and CFO, Scott Patterson and Jeremy Rakusin, will make a short presentation. Following that presentation, management will be available to answer questions. Accordingly, during the formal part of this meeting, I will ask you to limit your questions to those matters directly relating, to specific matters being considered. Notice and proxy materials for this meeting were mailed to shareholders. Additional copies may be obtained upon request at www.sedar.com. The secretary will report whether there is a quorum present.

According to the bylaws of FirstService, a quorum for any meeting of shareholders is 2 or more individuals holding or representing by proxy, not less than 5% of the votes attached to all outstanding shares of FirstService entitled to be voted at the meeting. In accordance with the preliminary figures received from the scrutineer and our transfer agent, it is clear that we have a quorum of shareholders. A copy of the final report of the scrutineer will be annexed to the minutes of this meeting.

I'm advised that there's a quorum present. As a quorum is present, I declare the meeting to be regularly called and properly constituted for the transaction of business. In view of the need to attend to formal matters, certain shareholders have volunteered to move and second resolutions. While this procedure will facilitate the handling of the formal matters, any registered shareholder or proxy holder may ask questions or provide comments on matters that are before the meeting. Should you like to address the chair on any motion, please type in your question or comment in the message section. If there is any discussion or question, the secretary will read the question aloud. We reserve the right to moderate questions, including combining questions on the same topic or where appropriate, ignoring them entirely. When submitting your question, please note your name and whether you are a registered shareholder or a proxy holder. We will conduct the votes on all matters by poll. On a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder. We will be concluding on motions at the end of the meeting once we have been through all of the agenda items. Voting, [ Break ] excuse me, Voting polls on the agenda items for today's meeting will be closed together at the end of the formal proceedings of the meeting. The poll will now be open for all resolutions at this time. Lumi, please open the voting The first item of business is to consider a resolution appointing PricewaterhouseCoopers LLP as auditors of FirstService at a remuneration to be fixed by the directors. In order to be approved, the resolution must be passed by a majority of the votes cast. May I have a motion for the approval of this resolution?

Ryan Bedrich, shareholder. Mr. Chair, I move that PricewaterhouseCoopers LLP be appointed as auditors of FirstService to hold office until the close of the next Annual Meeting of Shareholders at a remuneration to be fixed by the Board of Directors of FirstService.

Alex Nguyen, shareholder. Mr. Chair, I second the motion.

Is there any discussion on this matter?

Mr. Chair... There is no discussion.

The meeting will now vote on the motion. Please make sure to record your vote on this resolution using the voting buttons on Lumi. The next item of business is the election of 8 directors. These directors will hold office until the close of the next Annual Meeting of Shareholders or until their successors are elected or appointed or they otherwise cease to hold office. The management information circular states that there are 8 proposed candidates. The Secretary will now read their names.

The names of the director nominees are Yousry Bissada, Elizabeth Carducci, Steve H. Grimshaw, Jay Hennick, Scott Patterson, Frederick Reichheld, Joan Sproul, and Erin J. Wallace.

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

Alex Nguyen, shareholder. Mr. Chair, I nominate each of the 8 persons whose names have been read to this meeting for election as directors of FirstService to serve until the close of the next Annual Meeting of Shareholders or until his or her successor is elected or appointed or he or she otherwise ceases to hold office.

Is there any discussion on this matter? Or does anyone have any further nominations?

Mr. Chair, there are no questions or further nominations.

Since there is no further nominations, I declare the motion, or the nominations closed. May I have a motion in favor of the election of each of the 8 persons nominated.

Ryan Bedrich, shareholder. Mr. Chair, I move that each of the persons nominated be individually elected as directors of FirstService until the close of the next Annual Meeting of Shareholders or until his or her successor is duly elected or appointed or he or she otherwise ceases to hold office, subject to and in accordance with FirstService's bylaws and majority voting policy.

Alex Nguyen shareholder. Mr. Chair, I second the motion.

Thank you. The meeting will now vote on the election of each director. Please make sure to record your vote on each director nominee using the voting buttons on Lumi. We will now consider the item of special business before this meeting. You will have seen from the management information circular that FirstService is seeking approval of a resolution approving an amendment to the FirstService stock option plan. The amendment will increase the maximum number of common shares reserved for issuance, pursuant to the exercise of stock options granted by an additional 1.9 million shares. As noted in the circular, the stock option plan currently provides that the aggregate number of shares that can be issued upon exercise of options will not exceed 5.413 500 shares. If this resolution is approved, that total would increase to 7,313,500 shares. Of the current 5.413 500 shares authorized for issuance, all have been previously allocated, exercised or terminated. If the shareholders approve this resolution, the total number of issued and outstanding options would represent approximately 10% of the outstanding shares. In addition, effective February 9, 2023, our Board granted 57,150 options to certain FirstService employees as part of their compensation, subject to shareholder ratification at this meeting. These options did not begin to vest and would not be canceled if the shareholders did not approve the increase in the number of shares, which may be issued pursuant to the stock option, and ratify and approve the issuance of these options. The form of resolution is set out on Page 41 of the Management Information Circular. In order for this resolution to be passed, it must be approved by a majority of the votes cast. The amendment to the stock option plan and the grant of the employee options must also receive exchange approval in order to be effective. The Toronto Stock Exchange has approved these items, subject to obtaining shareholder approval today. May I have a motion for the approval of this resolution?

Alex Nguyen, shareholder. Mr. Chair, I move that the resolution of approving the amendment of the FirstService stock option plan and ratifying and improving the issuance of certain stock options granted to certain employees of FirstService, the form of which is set out on Page 41 of the management information circular furnished to shareholders in respect of this meeting be approved.

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

Is there any discussion on this matter?

Mr. Chair, there is no discussion on this matter.

The meeting will now vote on the motion. Please make sure to record your vote on this resolution using the voting buttons on Lumi. Thank you. The final item of business before the meeting is the consideration of the nonbinding advisory resolution on FirstService's approach to executive compensation. Despite being an advisory vote, the Board and the Compensation Committee will take the results of the vote into account when considering future compensation policies, procedures and decisions, and in determining whether there is a need to further change its engagement with shareholders on executive compensation and related matters. The form of the advisory resolution is set out on Page 41 of the Management Information Circular. In order for this advisory resolution to be passed, it must be approved by a majority of the votes cast. May I have a motion for the approval of this advisory resolution.

Ryan Bedrich, shareholder. Mr. Chair, I move that the advisory resolution that shareholders accept the approach to executive compensation disclosed in the management information circular delivered in advance of this meeting, the form of which is set out on Page 41 of that circular be approved.

Alex Nguyen, shareholder. Mr. Chair, I second the motion.

Is there any further discussion on this matter?

Mr. Chair, there is no discussion.

Thank you. The meeting will now vote on the motion. Please make sure to record your vote on this resolution using the voting buttons on Lumi. If you have not already voted, please complete the electronic ballot on Lumi and we will give you an extra minute or 2 to do that. Lumi, could you please now close any polls, Thank you. The scrutineer has provided its preliminary report to the results of the voting at today's meeting. On the matter of appointing PricewaterhouseCoopers LLP as auditors, I'm advised by the secretary that a majority of the votes cast have been voted in favor of this resolution. So, I declare that this motion is carried. On the matter of the election of directors, I'm advised by the secretary that a majority of the votes cast have been voted in favor of the election of each director nominated. I therefore declare that this motion is carried with respect to each one of them. On the matter of the amendment of the FirstService stock option plan and ratifying and approving the issuance of certain stock options granted to certain employees, I'm advised by the secretary that a majority of the votes cast have been voted in favor of this resolution. And so, I, therefore, declare that this motion is carried. And finally, on the matter of the advisory resolution on FirstService's approach to executive compensation, I'm advised by the secretary that a majority of the votes have been cast in favor of this resolution as well. So, I, therefore, declare that this motion is carried. As there's no further business, I declare that the former portion of today's meeting be carried. We will now have a short management presentation, and I turn this over now to Lumi.

Welcome to our Annual Meeting of Shareholders. Thank you for joining us today. This is an opportunity for us to reflect and report on 2022 and let me open by saying that FirstService had a great year in 2022. We are extremely pleased with our accomplishments and performance, which once again and always is a tribute to our committed operating teams and also a reflection on the strength of our brands and durability of our business model. I'll share with you some of our highlights, and then I'll invite Jeremy Rakusin, our CFO, to spend a few minutes on our financial performance. I'll start with our impressive top line growth of 15%, 2/3 of which was organic growth. The organic growth mirrors the level achieved in 2021 and is right in line with our average organic growth over the last 25 years, 10%, very strong and a track record we're extremely proud of. Our teams are relentless in their pursuit of service excellence, knowing that it drives customer retention, repeat business and referrals, collectively, the fuel behind organic growth. Winning day-to-day through service delivery and taking market share is our highest priority of FirstService and organic growth is how we measure our success. The second highlight I want to share is the progress we continue to make with our culture and people development. We're 27,000 strong at FirstService, and our people are very clearly our greatest asset. During the pandemic, we were not immune to the labor challenges experienced across North America. It was a difficult time for our frontline teams in particular, and our turnover was higher than historical average. We heightened our focus on recruiting and onboarding, communicating our attributes as an employer of choice, and we saw significant improvement in 2022 in our ability to attract and retain talent. It was particularly gratifying to see the number of rehires during the year, former associates returning. And this is a trend that is continuing into this year. It's more than double the rate we've ever seen before, and a genuine endorsement of the great culture we've created across our brands. Finally, I want to highlight the strategic acquisitions we made during 2022. Of noteworthy additions to our restoration brands and to FirstService Residential. At Paul Davis, we partnered with the teams at 2 of our largest franchises in Nebraska and Utah, respectively. And that first on site, we continue to build out our footprint with 4 tuck-under acquisitions. We have a huge opportunity in restoration, and these additions materially advance our strategy. At FirstService Residential, we acquired 2 businesses in New York City, which together added 350 marquee properties to our market-leading portfolio in New York. We are very clearly the dominant player in that important market. And on that note, let me now invite Jeremy to review some of our financial highlights, and then I'll return with some closing comments.

Thank you, Scott. Good morning, ladies and gentlemen. As you heard from Scott, we are pleased with our 2022 results, particularly in combating inflationary headwinds and accelerating to a strong finish, thus providing good momentum into 2023. Our 2022 annual consolidated results included revenues of $3.75 billion, a 15% increase over 2021. Adjusted EBITDA at $351.7 million, up 7% year-over-year and adjusted earnings per share of $4.24 down versus $4.57 in the prior year. Our earnings per share performance was influenced by 2 nonoperating line items. First, we had 2 onetime asset sale gains in 2021, adding up to $0.33 per share. Excluding these items, our adjusted EPS would have been in line with prior year. And second, increasing interest rates contributed to higher interest costs in 2022 versus the prior year, resulting in the lower EPS. Circling back to our core operating performance, the principal driver was the strong and broad organic top line growth that Scott described. Our EBITDA growth of 7% was solid, with tempering of our margin at 9.4% for 2022 versus 10.1% in the prior year. While margins came in lower, we were impressed with the resilience of our operations in tackling labor and other inflationary pressures. Short term, quarter-to-quarter financial results are not our priority or how we manage our businesses. Rather, we take a long-term view by investing in our teams and brands and 2022 was no different. Over time, we believe that we will deliver attractive profit margins, whereby increases in our earnings, can at least match top line growth. For over 30 years, we have demonstrated that our long-term focus drives financial performance and deliver shareholder value. If you just look at our last 5 years, we have more than doubled our revenues, growing at a 17% the 3 key ingredients to this predictable track record are: one, a high base of recurring revenues, 2, leading yet modest shares in huge markets, providing a long-term growth runway, and 3, a family of well-run essential services businesses providing portfolio diversification. Reverting back to our 2022 performance, we generated more than $280 million in operating cash flow to augment our organic growth; and 3, an eighth consecutive 10%-plus increase to our annual dividend now more than doubled over that period. This mix of capital allocation has delivered value to our shareholders over time, and even our net debt to EBITDA was a very conservative 1.6x. During the year, we bolstered our debt capacity by entering into new financing arrangements with our long-standing and supportive lending group. First, we upsized our revolving credit facility with our bank syndicate to $1 billion plus an additional $250 million accordion feature and extended the 5-year term to 2027. Second, we entered into 3-year master shelf facilities with our senior noteholders, which provide $450 million of potential incremental debt financing. These noteholder facilities allow us to incrementally tap into multiple tranches of notes in varying amounts and tenors as market conditions and our capital requirements dictate. We have significant liquidity exceeding $500 million, conservative debt leverage and flexibility to manage our financing costs and debt maturities. With this balance sheet strength, we are poised to take advantage of market opportunities and further grow our diversified portfolio of essential services brands. Back to you, Scott.

Thank you, Jeremy. Before I close, I want to use this opportunity to recognize Bernie Ghert, who's retired from our Board of Directors. Bernie has been a Board member for 18 years and the Chair of our Audit Committee for much of that time. He took the time early on to really understand our businesses and has made a difference for us at the Board level, a consistent contributor and a steady hand throughout his tenure. We thank Bernie for his many years of dedicated service. Earlier in 2022, in anticipation of Bernie's retirement, we were pleased to welcome Elizabeth Carducci to our Board. Elizabeth has recently retired from a 21-year career at Medallia, a leading provider of customer experience software solutions. Her experience driving tech-enabled growth is a welcome addition to the Board, and she will certainly add to our continuous improvement efforts in the areas of customer and employee experience. We look forward to Elizabeth's contributions in the coming years. Finally, as we look forward, our focus continues to be on building iconic brands and delivering consistent year-over-year growth. Our publicly stated goal is to grow revenues at an average rate of at least 10% per year with incremental growth at the EBITDA line. We've achieved and exceeded this goal for many years and are confident that 2023 will add to this successful track record. That concludes our commitment to drive growth through service excellence.

There are no questions. This concludes this year's meeting. Thank you for joining us today.

Ladies and gentlemen, this concludes the Annual General Meeting conference call. Thank you for your participation.