Welcome to the FirstService's Corporation Annual Meeting of Shareholders. Today is Wednesday, April 2, 2025. And at this time, for opening remarks and introduction, I'd like to turn this meeting over to FirstService's Founder and Chairman, Mr. Jay Hennick. Please go ahead, sir.
Good morning. I'm Jay Hennick, the Founder and Chairman of FirstService Corporation, and I will be acting as Chair of this meeting. Thank you 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 Abel Escobar, 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 at Lumi are experienced and will assist if needed.
It is now past 11:00 a.m. and the Annual Meeting of Shareholders of FirstService will come to order. With the consent of the meeting, I will act as Chair, and in accordance with FirstService's bylaws, Abel Escobar will act as secretary of the meeting. In addition, I appoint Rosa Garofalo of TSX Trust Company to act as scrutineer of the meeting.
I'm tabling a copy of the audited consolidated financial statements of FirstService for the year ended December 31, 2024. If requested, you will have received them separately or otherwise viewed them online. With the consent of the meeting, we will dispense with the reading of the auditor's report, and the financial statements will 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 portion of the meeting, I ask that you limit your questions to those matters directly relating to the specific matters being considered today.
Notice and proxy materials for this meeting were mailed to shareholders. Additional copies may be obtained upon request at www.sedarplus.ca. The secretary will now 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 scrutineer report 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 there is a quorum present. As a quorum is present, I declare this meeting to be regularly called and properly constituted for the transaction of business. In view of the need to attend to the 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 and provide comments on the matter when that matter is 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 out loud. We reserve the right to moderate the questions, including combining questions on the same topic, or where appropriate, ignoring them entirely. When submitting your questions, 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 the motions at the end of the meeting once we have been through all of the agenda items. 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 be open for all resolutions at this time. Lumi, please open the voting. The first 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.
Would the secretary please read their names?
The names of the director nominees are Yousry Bissada, Elizabeth Carducci, Steve Grimshaw, Jay Hennick, Scott Patterson, Fred Reichheld, Joan Sproul, Erin Wallace.
Thank you, Mr. Secretary. I remind shareholders that the directors to be voted are to be voted on individually in accordance with FirstService's majority voting policy. I now recognize Angela Bai.
Angela Bai, 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 their successor is elected or appointed or he or she otherwise ceases to hold office.
Is there any discussion on this matter or any further nominations?
Mr. Chair, there are no questions or further nominations.
Since there's no further nominations, I declare the nominations closed. May I have a motion in favor of the election of each of the 8 persons nominated?
Michael Mingay, 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 their 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.
Angela Bai, shareholder. Mr. Chair, I second the motion.
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.
[Voting]
The next item of business to consider is a resolution appointing Pricewaterhouse LLP as auditors of FirstService at a remuneration to be fixed by the directors. In order to be approved, the resolution be passed by maturity of the votes cast.
May I have a motion for the approval of this resolution?
Michael Mingay, 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.
Angela Bai, shareholder. Mr. Chair, I second the motion.
Is there any discussion on this matter?
Mr. Chair, there are no questions.
The meeting will now vote on the motion. Please make sure to record your vote on this resolution using the voting buttons on Lumi.
[Voting]
The final item of business before this meeting is the consideration of a 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 advisory resolution is set out on Page 43 of the 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?
Michael Mingay, 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 43 of that circular, be approved.
Angela Bai, shareholder. Mr. Chair, I second the motion.
Is there any discussion on this matter?
Mr. Chair, there are no questions.
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. We will give you a few seconds to make that election.
[Voting]
I now state that the polls are closed. Lumi, would you please close the voting? The scrutineer has provided its preliminary report of the results of voting at today's meeting. On the matter of appointing Pricewaterhouse LLP as auditors, I am advised by the secretary that a majority of the votes cast have been voted in favor of this resolution, and I therefore 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.
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 cast have been voted in favor of this resolution, and I therefore declare that this motion also be carried.
As there are no further business, I declare that the formal portion of this meeting be terminated. We will now have a short management presentation.
Welcome to our Annual General Meeting of Shareholders. Thank you for joining us today. Among other things, this meeting is an opportunity for management to share some of our highlights from fiscal 2024. It was another impressive year of accomplishment at FirstService Corporation, marked by very strong top line growth, margin expansion and strategic acquisitions.
For years, we've stated that our long-term goal is to grow our revenues at an average annual rate of at least 10% with incremental growth in EBITDA. We've exceeded this goal over the last 30 years and are confident we will continue to achieve or exceed it for the foreseeable future. In 2024, we were pleased and proud to double our goal with revenue growth of 20% and EBITDA growth of 24%. There are many drivers and highlights behind this strong financial performance. I'll touch on a few, and then I'll ask Jeremy Rakusin, our CFO, to add more color and report on our overall financial performance.
Let me start by highlighting our successful first year in roofing. In December 2023, we established our newest growth platform with the acquisition of Roofing Corp of America, one of the largest commercial roofing enterprises in North America. Roofing shares the same attractive characteristics as our other property service lines in terms of being a huge, highly fragmented industry with significant growth potential.
2024 represented our first full year in partnership with the RCA team, and we accomplished much of what we set out to do. Importantly, we hit our financial forecast, and we added 2 key strategic tuck-unders in the important Florida market. The acquisitions of Crowther Roofing and Hamilton Roofing were important additions that set us up for a strong 2025 at RCA.
The second highlight I want to bring to your attention is with respect to our restoration segment. Our 2 restoration brands, Paul Davis and FIRST ONSITE, finished the year with momentum and together generated strong organic growth despite weaker demand drivers. The growth reflects the progress our restoration brands are making in signing new national accounts, gaining wallet share of existing accounts and driving local branch-level day-to-day business.
Our 2 restoration brands together have averaged organic growth of 10% over the last 5 years. We're right on track with our original thesis in this business since making the big step into commercial restoration in 2019 with the acquisition of FIRST ONSITE. We remain excited and committed to the long-term opportunity in restoration.
Other highlights last year include margin expansion in a tough environment and strategic acquisitions, not only in our Roofing segment, but adding to our footprint and service lines at Century Fire, FirstService Residential, FIRST ONSITE and Paul Davis.
I'd now like to invite Jeremy to further touch on these highlights and review our overall financial performance, and then I'll return with some closing comments.
Thank you, Scott. Good morning, ladies and gentlemen. In 2024, we delivered another year of strong operating performance and annual consolidated financial results. Revenues were $5.22 billion, a 20% increase over 2023, which included a solid 4% organic growth in a challenging macro environment. The balanced contribution was from our roofing platform addition and other tuck-under acquisitions that Scott referenced.
Adjusted EBITDA came in at $514 million, up 24% year-over-year. Our businesses and operating leaders worked hard throughout the year to drive healthy, profitable growth in the face of certain market headwinds. We saw the benefits as our consolidated results yielded a 20 basis points margin uptick to 9.8% in 2024 versus 9.6% in the prior year. Excluding the impact of higher corporate costs in 2024, our operating division margin improvement was even better with each of our brands delivering profit margins that were either roughly in line or higher than the prior year.
And finally, we reported adjusted earnings per share of $5 even, up 7% versus 2023. Our earnings per share year-over-year growth was tempered relative to the top line and EBITDA performance due to higher interest rates in 2024 as well as increased debt levels from funding the growth of our new roofing operating platform.
During 2024, we also generated $345 million in operating cash flow before allocating roughly half of this amount towards working capital and capital expenditures in support of our existing operations. The remaining 50% in free cash flow of almost $175 million was fully redeployed along with some incremental borrowing towards primarily tuck-under acquisitions where we spent over $200 million largely to build out our roofing platform; and secondly, returning more than $40 million in capital to our shareholders via another annual dividend hike of 10%. We have now increased our annual dividend 10% plus for the past decade.
With respect to our balance sheet, our leverage at 2024 year-end in terms of net debt to EBITDA remains conservative at 2x. Subsequent to 2024 year-end, we also bolstered our debt capacity by upsizing our revolving credit facility with our bank syndicate to $1.75 billion and extended the 5-year term to 2030. Our bank facility and long-term note debt maturities are now termed out to 2029 and beyond. Our balance sheet is strong with more than $850 million of liquidity to fund our continued growth.
Before I wrap up, let's review for a moment our financial track record over the past 10 years since our spin-off into a new independent public company in 2015. During this period, our revenues have grown more than 4-fold, yielding a 17% compounded annual growth rate. This performance is underpinned by a robust 7% average organic growth per year, reflecting our primary emphasis on driving internal growth within our brands.
To support this organic growth focus, we are continuously investing in our operations. As a result, we don't target significant annual margin expansion but rather selectively explore opportunities for incremental efficiencies over time. This approach has translated into strong profitability over the same 10-year time horizon.
Our EBITDA is 5x higher over this period with compounded annual growth of 20%. Below the operating line, our adjusted earnings per share performance has also closely matched the increases in our top line and operating earnings, yielding 17% compounded growth.
We are proud of these growth metrics and their contribution in delivering significant shareholder value over the past decade. Now back to Scott for his closing remarks.
Thank you, Jeremy. As you just heard, our proven business model and strategy has generated consistent growth and profitability for many years. Our businesses are resilient and durable, and we are confident we will continue to deliver. The recurring and contractual revenue at FirstService Residential, combined with our evolving focus on property, repair and maintenance within FirstService Brands, adds to our confidence for the future.
Our restoration, roofing, painting, fire safety and floor coverings brands will all benefit from tailwinds due to the increased occurrence of weather events, the aging built environment and legislated increases to property maintenance spend across North America, particularly in coastal areas.
In closing, it's not possible to drive the consistent year-over-year growth we've achieved without extraordinary teams that believe in our brands, live our values and focus on customer experience every day. I want to especially thank our operating partners and teams for their efforts and contribution to our success in 2024. I also express appreciation to our Board and long-time shareholders for their continued support. Thank you.
Before concluding, we will be pleased to answer any questions submitted on the Lumi virtual meeting platform. I'm Abel Escobar, Corporate Secretary, and I have here with me Mr. Scott Patterson, CEO; and Mr. Jeremy Rakusin, CFO. Are there any questions?
There are no questions. This concludes this year's meeting. Thank you for joining us today.
