EX-99.1 2 a2145618zex-99_1.htm EXHIBIT 99.1

EXHIBIT 99.1

GRAPHIC

    FOR:   FIRSTSERVICE CORPORATION

 

 

COMPANY CONTACTS:

 

 

 

 

Jay S. Hennick
President & CEO
(416) 960-9500

 

 

 

 

John B. Friedrichsen
Senior Vice President & CFO
(416) 960-9500

FOR IMMEDIATE RELEASE

FIRSTSERVICE REPORTS Q2 NET EARNINGS INCREASE OF 30%

•         RECORD RESULTS IN KEY MEASURES:
    NET EARNINGS UP 30%
    DILUTED EPS UP 24%
    REVENUES UP 17%
•         FISCAL 2005 OUTLOOK UPDATED

TORONTO, Canada, October 27, 2004 — FirstService Corporation (Nasdaq: FSRV; TSX: FSV.SV) today reported record results for its second quarter ended September 30, 2004.

Quarterly revenues were $184.8 million (all amounts are in US dollars), a 17% increase relative to the same period last year, while net earnings from continuing operations increased 30% to $9.5 million. Internal revenue growth excluding the impact of acquisitions for the quarter was 10%. EBITDA was $22.5 million, up 18% relative to the prior year period, and operating earnings were $18.4 million, up 19% relative to the prior year period. See "Reconciliation of EBITDA to Operating Earnings" below. Diluted net earnings per share from continuing operations for the quarter were $0.63, up 24%, from $0.51 a year ago.


The second quarter results reflect a continuation of the positive trends reported in the first quarter. Six-month revenues were $355.7 million, an increase of 16% relative to the prior year period. Year-to-date net earnings from continuing operations were $16.8 million, up 32%, and diluted earnings per share from continuing operations were up 25% to $1.11.

About FirstService Corporation

FirstService is a leader in the rapidly growing service sector, providing services to commercial and residential customers in the areas of: residential property management; integrated security services; property improvement services; and business services, including business process outsourcing and marketing support services. Market-leading brands include Continental, Wentworth, and Prime Management in residential property management; Intercon Security and SST in integrated security services; California Closets, Paul Davis Restoration, Pillar to Post Home Inspections and CertaPro and College Pro Painters in property improvement services; and Resolve Corporation in business services.

Segmented Quarterly Operating Results

Property Improvement Services (previously known as Consumer Services) second quarter revenues were $32.3 million, an increase of 30% over the prior year period. Excluding the impact of four acquisitions completed during the past twelve months, revenue growth was 12%. Internal growth was fuelled by the success of the Company's franchisees, particularly College Pro Painters and California Closets, who reported significant year-over-year increases in their revenues. EBITDA was $9.2 million in the current quarter, up from $7.3 million in the prior year period.

Second quarter Integrated Security Services revenues were $35.6 million, up 21% relative to the prior year period. Internal growth accounted for 11% of the increase, while acquisitions accounted for 8% and foreign exchange on Canadian operations accounted for 2%. Internal growth was primarily attributable to higher systems installation revenues in Canada. Operations in Florida and Texas, acquired in February 2004, performed well above expectations in terms of both revenues and profitability. Margins remained constant relative to the prior year at 7.5%.

2


Residential Property Management revenues increased to $78.9 million for the quarter, 18% higher than in the prior year period. Internal growth of 10% was attributable to (i) growth in contractual property management revenues, particularly in Florida and (ii) higher revenues in the commercial swimming pool management operations. Revenue growth from acquisitions of 8% was attributable to the acquisition of the Company's Chicago platform acquired in June 2004 and two other tuck-under acquisitions operating in South Florida. EBITDA for the quarter was $7.4 million, an increase of $1.4 million. The quarter's EBITDA margin improved by 40 basis points to 9.4% as result of several factors, including higher productivity in certain property services operations.

Second quarter Business Services revenues were $38.0 million, an increase of 5% relative to the prior year period. Excluding the impact of foreign exchange on Canadian operations, revenue growth was 2%. As discussed in the first quarter earnings release, revenues were negatively impacted by lower seasonal textbook fulfilment volumes due to education funding cut backs by certain state governments this year. EBITDA was $4.8 million versus $5.2 million in the comparable period. The decline in EBITDA, which was expected, was impacted by foreign exchange on operations in which revenues are denominated in US dollars, while services are provided using Canadian resources, and which amounted to a reduction in EBITDA of approximately $0.3 million.

Quarterly corporate costs were $1.6 million, down slightly from $1.7 million recorded during the prior year period.

For a reconciliation of segmented EBITDA to operating earnings, see "Segmented Revenues, EBITDA and Operating Earnings" below.

Stock Repurchases

Between August 5, 2004 and September 9, 2004, the Company purchased for cancellation an aggregate of 61,100 subordinate voting shares pursuant to its normal course issuer bid at a cost of $1.4 million. Of such shares, 54,100 were purchased through the facilities of the Toronto Stock Exchange at an average price per share of C$30.52 and 7,000 were purchased through the facilities of the NASDAQ National Market at an average price per share of US$22.90.

Financial Outlook

Based on operating results to date and expectations for the balance of the year for existing operations, FirstService is updating the outlook previously issued on July 28, 2004.

3


 
  Year ending March 31, 2005
(in millions of US dollars, except per share amounts)

  Previous
  Updated
Revenues   $660.0-$680.0   $660.0-$680.0
EBITDA   62.0-64.0   62.0-64.0
Diluted earnings per share from continuing operations   $1.45-$1.55   $1.47-$1.55

Note: The updated outlook assumes: 1) an annual average foreign exchange rate of $US0.7700 per $Cdn1.0000 (implying a $US0.8000 per $Cdn1.0000 exchange rate for the balance of the fiscal year) and a 100 basis point increase in average interest rates during fiscal 2005; and 2) no further acquisitions or divestitures completed during the balance of fiscal 2005; acquisitions (including CMN as described below) or divestitures actually completed during the balance of fiscal 2005 may materially impact these amounts. The updated outlook is based on current expectations of existing operations and is forward-looking. Actual results may differ materially. Please refer to the cautionary language below when considering this information. The Company undertakes no obligation to update this information.

Acquisition of CMN International, Inc.

On October 14, 2004, FirstService announced that it had agreed to acquire approximately 70% of the shares of CMN, the largest member of the Colliers International network of commercial real estate service providers. The transaction has been approved by the boards of directors of both companies, but is subject to regulatory, shareholder and other approvals. The expected closing date of the transaction is November 30, 2004.

In the twelve month period ended August 31, 2004, CMN generated revenues of approximately $280 million and EBITDA of approximately $18 million. On a pro forma basis, CMN would have generated $0.20 to $0.24 of incremental diluted earnings per share for FirstService during that period. For the four month period from the anticipated closing date of November 30, 2004 to the March 31, 2005 year-end, CMN is expected to contribute incremental revenues of $85.0 to $95.0 million, EBITDA of $4.0 to $5.0 million and diluted earnings per share of $0.01 to $0.04.

Conference Call

FirstService will be holding a conference call on Wednesday, October 27, 2004 at 11:00 am Eastern Time to discuss results for the second quarter and the outlook for the remainder of fiscal 2005. The call will be simultaneously web cast and can be accessed live or after the call at www.firstservice.com in the "Investor Relations / News Releases" section.

4


Forward-looking Statements

This press release includes forward-looking statements. Forward-looking statements include the Company's financial performance outlook and statements regarding goals, beliefs, strategies, objectives, plans or current expectations. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results, performance or achievements contemplated in the forward-looking statements. Such factors include: (i) general economic and business conditions, which will, among other things, impact demand for the Company's services and the cost of providing services; (ii) the ability of the Company to implement its business strategy, including the Company's ability to acquire suitable acquisition candidates on acceptable terms and successfully integrate newly acquired businesses with its existing businesses; (iii) changes in or the failure to comply with government regulations; and (iv) other factors which are described in the Company's filings with the Ontario Securities Commission.

– 30 –

5


FIRSTSERVICE CORPORATION
Condensed Consolidated Statements of Earnings
(
in thousands of US dollars, except per share amounts)
(unaudited)

 
  Three months ended September 30
  Six months ended September 30
 
  2004
  2003
  2004
  2003
Revenues   $ 184,774   $ 157,393   $ 355,744   $ 305,875

Cost of revenues

 

 

125,243

 

 

107,827

 

 

243,760

 

 

210,102
Selling, general and administrative expenses     37,001     30,494     71,179     61,075
Depreciation and amortization     4,129     3,629     8,040     7,338
   
 
 
 
Operating earnings     18,401     15,443     32,765     27,360
Interest     2,323     2,050     4,559     4,105
   
 
 
 
      16,078     13,393     28,206     23,255
Income taxes     4,667     4,581     8,180     7,906
   
 
 
 
      11,411     8,812     20,026     15,349
Minority interest share of earnings     1,884     1,497     3,267     2,631
   
 
 
 
Net earnings from continuing operations     9,527     7,315     16,759     12,718
Net earnings from discontinued operation, net of income taxes         1,654         2,662
Gain on sale of discontinued operation, net of income taxes             2,161    
   
 
 
 
Net earnings   $ 9,527   $ 8,969   $ 18,920   $ 15,380
   
 
 
 
Net earnings per share                        
  Basic                        
    Continuing operations   $ 0.64   $ 0.51   $ 1.13   $ 0.90
    Discontinued operation         0.12         0.19
    Gain on sale of discontinued operation             0.15    
   
 
 
 
    $ 0.64   $ 0.63   $ 1.28   $ 1.09
   
 
 
 
  Diluted                        
    Continuing operations   $ 0.63   $ 0.51   $ 1.11   $ 0.89
    Discontinued operation         0.11         0.18
    Gain on sale of discontinued operation             0.14    
   
 
 
 
    $ 0.63   $ 0.62   $ 1.25   $ 1.07
   
 
 
 
Weighted average shares outstanding: (in thousands)                        
  Basic     14,843     14,172     14,812     14,168
  Diluted     15,074     14,442     15,102     14,329

6


Reconciliation of EBITDA to Operating Earnings
(in thousands of US dollars)
(unaudited)

EBITDA is defined as net earnings from continuing operations before minority interest share of earnings, income taxes, interest, depreciation and amortization. The Company uses EBITDA to evaluate operating performance and as a measure for debt covenants with its lenders. EBITDA is an integral part of the Company's planning and reporting systems. Additionally, the Company uses multiples of current and projected EBITDA in conjunction with discounted cash flow models to determine its overall enterprise valuation and to evaluate acquisition targets. The Company believes EBITDA is a reasonable measure of operating performance because of the low capital intensity of its service operations. The Company believes EBITDA is a financial metric used by many investors to compare companies, especially in the services industry, on the basis of operating results and the ability to incur and service debt. EBITDA is not a recognized measure of financial performance under United States or Canadian generally accepted accounting principles (GAAP), and should not be considered as a substitute for operating earnings, net earnings or cash flows from operating activities, as determined in accordance with GAAP. The Company's method of calculating EBITDA may differ from other issuers and accordingly, EBITDA may not be comparable to measures used by other issuers. A reconciliation of EBITDA to operating earnings appears below.

 
  Three months ended September 30
  Six months ended September 30
 
  2004
  2003
  2004
  2003
EBITDA   $ 22,530   $ 19,072   $ 40,805   $ 34,698
Less: depreciation and amortization     4,129     3,629     8,040     7,338
   
 
 
 
Operating earnings   $ 18,401   $ 15,443   $ 32,765   $ 27,360
   
 
 
 

7


Condensed Consolidated Balance Sheets
(in thousands of US dollars)
(unaudited)

 
  September 30,
2004

  March 31,
2004

Assets            
Cash and cash equivalents   $ 21,333   $ 15,620
Accounts receivable     114,636     97,367
Inventories     16,488     15,229
Prepaids and other current assets     13,693     19,017
   
 
  Current assets     166,150     147,233

Fixed assets

 

 

49,205

 

 

49,826
Other assets     15,772     17,198
Goodwill and intangibles     227,923     223,296
   
 
  Total assets   $ 459,050   $ 437,553
   
 

Liabilities and shareholders' equity

 

 

 

 

 

 
Accounts payable and other current liabilities   $ 77,949   $ 73,130
Unearned revenues     4,342     9,736
Long term debt — current     17,762     3,502
   
 
  Current liabilities     100,053     86,368

Long term debt less current portion

 

 

142,430

 

 

160,386
Deferred income taxes     20,878     19,594
Minority interest     19,019     16,104
Shareholders' equity     176,670     155,101
   
 
  Total liabilities and equity   $ 459,050   $ 437,553
   
 

Total debt, excluding interest rate swaps

 

$

156,780

 

$

157,083
   
 
Total debt, net of cash, excluding interest rate swaps     135,447     141,463
   
 

8


Condensed Consolidated Statements of Cash Flows
(in thousands of US dollars)
(unaudited)

 
  Six months ended September 30
 
 
  2004
  2003
 
Operating activities              
Net earnings   $ 18,920   $ 15,380  
Less: net earnings from discontinued operation         (2,662 )
Less: gain on sale of discontinued operation     (2,161 )    
Items not affecting cash:              
  Depreciation and amortization     8,040     7,338  
  Deferred income taxes     (727 )   265  
  Minority interest share of earnings     3,267     2,631  
  Other     257     311  

Changes in operating assets and liabilities

 

 

(13,337

)

 

953

 
   
 
 
Net cash provided by operating activities     14,259     24,216  
   
 
 

Investing activities

 

 

 

 

 

 

 
Acquisitions of businesses, net of cash acquired     (8,505 )   (1,953 )
Purchases of fixed assets, net     (7,315 )   (6,080 )
Other investing activities     1,093     (1,623 )
   
 
 
Net cash used in investing     (14,727 )   (9,656 )
   
 
 

Financing activities

 

 

 

 

 

 

 
Decrease in long-term debt     (457 )   (9,172 )
Other financing activities     445     286  
   
 
 
Net cash used in financing     (12 )   (8,886 )
   
 
 
Net cash provided by (used in) discontinued operation     4,679     (597 )
   
 
 
Effect of exchange rate changes on cash     1,514     721  
   
 
 
Increase in cash and cash equivalents during the period     5,713     5,798  

Cash and cash equivalents, beginning of period

 

 

15,620

 

 

5,378

 
   
 
 
Cash and cash equivalents, end of period   $ 21,333   $ 11,176  
   
 
 

9


Segmented Revenues, EBITDA and Operating Earnings
(in thousands of US dollars)
(unaudited)

Three months ended September 30

  Residential Property Management
  Integrated Security Services
  Property Improvement Services*
  Business Services
  Corporate
  Consolidated
2004                                    
  Revenues   $ 78,879   $ 35,588   $ 32,280   $ 37,983   $ 44   $ 184,774
  EBITDA     7,397     2,686     9,196     4,842     (1,591 )   22,530
  Operating earnings     6,140     2,128     8,444     3,323     (1,634 )   18,401

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Revenues   $ 66,820   $ 29,529   $ 24,873   $ 36,086   $ 85   $ 157,393
  EBITDA     6,021     2,202     7,346     5,172     (1,669 )   19,072
  Operating earnings     4,973     1,749     6,848     3,578     (1,705 )   15,443

Six months ended September 30


 

Residential Property Management


 

Integrated Security Services


 

Property Improvement Services*


 

Business Services


 

Corporate


 

Consolidated

2004                                    
  Revenues   $ 150,022   $ 69,713   $ 62,541   $ 73,403   $ 65   $ 355,744
  EBITDA     14,028     5,254     16,717     8,358     (3,552 )   40,805
  Operating earnings     11,658     4,142     15,293     5,311     (3,639 )   32,765

2003

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Revenues   $ 128,941   $ 59,721   $ 47,832   $ 69,206   $ 175   $ 305,875
  EBITDA     12,653     4,275     11,952     8,926     (3,108 )   34,698
  Operating earnings     10,475     3,355     10,956     5,755     (3,181 )   27,360

*
Previously known as Consumer Services

10