-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U2+Zindh8FzqaHKIGC7Y1d5vdrOCr+OcLDFNsFmyphhJb2nn/z/P0BLR8adEdqDi So3PbW7/9g/hns2GpaKosg== 0000912057-00-047646.txt : 20001115 0000912057-00-047646.hdr.sgml : 20001115 ACCESSION NUMBER: 0000912057-00-047646 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001107 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRSTSERVICE CORP CENTRAL INDEX KEY: 0000913353 STANDARD INDUSTRIAL CLASSIFICATION: 7381 IRS NUMBER: 000000000 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-24762 FILM NUMBER: 754774 BUSINESS ADDRESS: STREET 1: 1140 BAY ST STREET 2: SUITE 4000 CITY: TORONTO ONTARIO CANA STATE: A6 MAIL ADDRESS: STREET 1: FIRSTSERVICE BUILDING 1140 BAY STREET STREET 2: SUITE 4000 CITY: TORONTO ONTARIO CANA STATE: A6 10-Q 1 a2029607z10-q.txt FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM 10-Q |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2000 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from ______ to _______ Commission File Number 0-24762 FIRSTSERVICE CORPORATION (Exact name of Registrant as specified in its charter) ONTARIO, CANADA NOT APPLICABLE (Province or other (I.R.S. employer jurisdiction of incorporation identification number, or organization) if applicable) 1140 BAY STREET SUITE 4000 TORONTO, ONTARIO CANADA M5S 2B4 (416) 960-9500 (Address and telephone number of Registrant's principal executive office) FIRSTSERVICE CORPORATION 6300 PARK OF COMMERCE BLVD. BOCA RATON, FLORIDA U.S.A. 33487 (561) 989-5100 (Name, address and telephone number of agent for service in the United States) Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes |X| No __ Indicate the number of shares outstanding of the Registrant's common stock as of the latest practicable date: Subordinate Voting Shares: 12,387,843 as of September 30, 2000 Multiple Voting Shares: 662,847 as of September 30, 2000 FIRSTSERVICE CORPORATION FORM 10-Q For the Quarter Ended September 30, 2000 INDEX
PAGE ---- PART I. FINANCIAL INFORMATION Item 1. Condensed Consolidated Financial Statements a) Statements of Earnings For the Three Months and Six Months Ended September 30, 2000 and 1999 3 b) Balance Sheets As of September 30, 2000 and March 31, 2000 4 c) Statements of Cash Flows For the Six Months Ended September 30, 2000 and 1999 5 d) Notes to Financial Statements 6 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 9 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders 13 Item 6. Exhibits and Reports on Form 8-K 14 SIGNATURE 15
2 FIRSTSERVICE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (in thousands of U.S. dollars) (Unaudited)
Three Month Periods Six Month Periods Ended September 30 Ended September 30 2000 1999 2000 1999 - - ---------------------------------------------------------------------------------------------------------------------------- Revenues $ 118,166 $ 96,547 $ 223,557 $ 181,454 Cost of revenues 75,286 59,765 144,666 115,835 Selling, general and administrative expenses 23,430 19,783 44,984 37,376 Depreciation 1,825 1,615 3,566 3,085 Amortization 1,096 1,050 2,073 1,864 Interest 2,477 1,959 4,711 3,722 - - ---------------------------------------------------------------------------------------------------------------------------- Earnings before income taxes and minority interest 14,052 12,375 23,557 19,572 Income taxes 5,616 4,947 9,416 7,806 - - ---------------------------------------------------------------------------------------------------------------------------- Earnings before minority interest 8,436 7,428 14,141 11,766 Minority interest share of earnings 1,507 1,242 2,533 1,996 - - ---------------------------------------------------------------------------------------------------------------------------- Net earnings $ 6,929 $ 6,186 $11,608 $9,770 - - ---------------------------------------------------------------------------------------------------------------------------- - - ---------------------------------------------------------------------------------------------------------------------------- Earnings per share: Basic $ 0.53 $ 0.48 $0.89 $ 0.76 Diluted $ 0.50 $ 0.45 $0.85 $ 0.71 Weighted average shares outstanding: Basic 13,061 12,933 13,052 12,929 Diluted 13,728 13,733 13,684 13,769 The Condensed Consolidated Statements of Earnings have been prepared in accordance with U.S. GAAP.
3 FIRSTSERVICE CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands of U.S. dollars)
September 30 March 31 2000 2000 - - ----------------------------------------------------------------------------------------------------------- (UNAUDITED) (Audited) ASSETS CURRENT ASSETS Cash and cash equivalents $1,460 $ 3,297 Accounts receivable, net 63,604 53,170 Inventories 11,634 8,929 Prepaids and other assets 6,412 8,491 Deferred income taxes 987 1,063 - - ----------------------------------------------------------------------------------------------------------- 84,097 74,950 - - ----------------------------------------------------------------------------------------------------------- Other receivables 5,889 4,405 Fixed assets 31,954 29,693 Other assets 3,734 4,074 Deferred income taxes 909 270 Goodwill 133,534 117,495 - - ----------------------------------------------------------------------------------------------------------- 176,020 155,937 - - ----------------------------------------------------------------------------------------------------------- $ 260,117 $ 230,887 - - ----------------------------------------------------------------------------------------------------------- LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $15,789 $ 11,752 Accrued liabilities 18,352 23,013 Income taxes payable 7,434 2,879 Unearned revenue 3,992 10,725 Long-term debt - current 4,186 2,733 Deferred income taxes - 459 - - ----------------------------------------------------------------------------------------------------------- 49,753 51,561 - - ----------------------------------------------------------------------------------------------------------- LONG-TERM LIABILITIES Long-term debt less current portion 119,130 102,177 Deferred income taxes 3,022 1,836 - - ----------------------------------------------------------------------------------------------------------- 122,152 104,013 - - ----------------------------------------------------------------------------------------------------------- Minority interest 9,522 6,975 SHAREHOLDERS' EQUITY Capital stock 54,100 53,849 Receivables pursuant to company's share purchase plan (3,294) (3,294) Retained earnings 27,222 15,614 Cumulative other comprehensive income 662 2,169 - - ----------------------------------------------------------------------------------------------------------- 78,690 68,338 - - ----------------------------------------------------------------------------------------------------------- $ 260,117 $ 230,887 - - ----------------------------------------------------------------------------------------------------------- - - ----------------------------------------------------------------------------------------------------------- The Condensed Consolidated Balance Sheets have been prepared in accordance with U.S. GAAP.
4 FIRSTSERVICE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands of U.S. dollars) (Unaudited)
Six Month Periods Ended September 30 2000 1999 - - --------------------------------------------------------------------------------------------------------- CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES Net earnings for the period $11,608 $9,770 Items not affecting cash Depreciation and amortization 5,639 4,949 Deferred income taxes (282) 198 Minority interest share of earnings 2,533 1,996 Other 226 222 - - --------------------------------------------------------------------------------------------------------- 19,724 17,135 Changes in operating assets and liabilities, net of acquisitions Accounts receivable (7,194) (4,593) Inventories (2,379) (2,130) Prepaids and other assets 2,784 (987) Accounts payable and other current liabilities 539 12,228 Unearned revenue (7,323) (7,992) - - --------------------------------------------------------------------------------------------------------- Net cash provided by operating activities 6,151 13,661 - - --------------------------------------------------------------------------------------------------------- INVESTING ACTIVITIES Acquisition of businesses, net of cash acquired (17,908) (14,646) Purchase of minority shareholders' interest (649) - Purchases of fixed assets, net (4,954) (4,401) (Increase) decrease in other assets 126 (930) Increase in other receivables (1,484) (2,432) - - --------------------------------------------------------------------------------------------------------- Net cash used for investing (24,869) (22,409) - - --------------------------------------------------------------------------------------------------------- FINANCING ACTIVITIES Net increase in long-term debt 17,665 11,656 Financing fees paid - (543) Issuance of subordinate voting shares, net of repurchases 253 (18) Dividends paid to minority shareholders of subsidiaries (145) (166) - - --------------------------------------------------------------------------------------------------------- Net cash provided by financing 17,773 10,929 - - --------------------------------------------------------------------------------------------------------- Effect of exchange rate changes on cash (892) (1,192) - - --------------------------------------------------------------------------------------------------------- Increase (decrease) in cash and cash equivalents during the period (1,837) 989 Cash and cash equivalents, beginning of period 3,297 4,627 - - --------------------------------------------------------------------------------------------------------- Cash and cash equivalents, end of period $1,460 $5,616 - - --------------------------------------------------------------------------------------------------------- - - --------------------------------------------------------------------------------------------------------- The Condensed Consolidated Statements of Cash Flows have been prepared in accordance with U.S. GAAP.
5 FIRSTSERVICE CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2000 (in thousands of U.S. dollars) (Unaudited) 1. DESCRIPTION OF THE BUSINESS - FirstService Corporation (the "Company") is a provider of property and business services to corporate, public sector and residential customers in the United States and Canada. The Company's operations are conducted through two principal operating divisions, Property Services and Business Services. The Property Services division includes residential property management, security and consumer services and represented approximately 80% of the Company's revenues for the year ended March 31, 2000. The Business Services division provides outsourcing services such as transaction processing and literature fulfillment for corporations and government agencies. 2. SUMMARY OF PRESENTATION - The condensed consolidated financial statements included herein have been prepared by FirstService Corporation, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission for the presentation of interim financial information. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading. In the opinion of management, the condensed consolidated financial statements contain all adjustments necessary to present fairly the financial position of the Company as of September 30, 2000 and the results of its operations for the three and six months ended September 30, 2000 and 1999 and its cash flows for the six months ended September 30, 2000 and 1999. All such adjustments are of a normal recurring nature. The results of operations for the three and six months ended September 30, 2000 are not necessarily indicative of the results to be expected for the year ended March 31, 2001. For further information, refer to the consolidated financial statements and footnotes thereto for the year ended March 31, 2000 contained in the Company's Form 10-K filed on June 29, 2000. 3. ACQUISITIONS - On July 20, 2000, the Company announced that it had completed five acquisitions in its Property Services division. Four of these were in Management Services, including: Argold Management which serves 200 properties and 25,000 residential units in the New York City market; two acquisitions in painting, concrete restoration and plumbing to expand the Company's ability to cross-sell maintenance services to managed communities in South Florida; and Poolman, Inc., the leading swimming pool management company in Phoenix, Arizona which increases the cross-selling potential to more than 120 communities managed by the Company in that region. The fifth acquisition was in Security 6 Services, where the Company acquired BLW, Inc. (operating as Security Services and Technologies ("SST")). SST is a leading provider of electronic security systems and integration services to large corporations and governments in the Pennsylvania and New Jersey regions. These five acquisitions generated revenues of approximately $20,000 during the calendar year ended December 31, 1999. The results of operations of these acquisitions have been included in the condensed consolidated financial statements included herein since the applicable date of acquisition. These acquisitions were accounted for using the purchase method. As a result, the purchase prices have been allocated to the assets acquired, including intangibles, based on their respective fair values. The purchase price allocations are preliminary and subject to adjustments. 4. LONG-TERM DEBT - The Company's amended and restated lending agreement provides a facility of approximately $163,000 comprised of tranches of Cdn. $50,000 and U.S. $130,000. The amended facilities, which will be used for acquisitions, capital expenditures and working capital, provide a tax efficient structure and effectively match long-term U.S. dollar denominated assets with U.S. dollar denominated debt. The revolving facilities provide that the Company may borrow using Prime, LIBOR or Bankers Acceptances interest rate options that vary within a range depending on certain leverage ratios. Borrowings currently bear interest at the lenders cost of funds rate plus 1.25%. As security for the revolving credit facilities, the Company has granted the lenders various security including the following: an interest in all of the assets of the Company including the Company's share of its subsidiaries, an assignment of material contracts and an assignment of the Company's "call rights" with respect to shares of the subsidiaries held by minority interests. The Company is also required to comply with certain operating and financial ratios. 5. COMPREHENSIVE INCOME - Total comprehensive income was approximately $5,870 and $5,570 for the three months ended September 30, 2000 and 1999, respectively and $10,101 and $8,719 for the six months ended September 30, 2000 and 1999, respectively. Total comprehensive income includes net earnings, foreign currency exchange adjustments and current income taxes on realized foreign exchange gains for income tax purposes. 6. In December 1999, the Securities and Exchange Commission issued Staff Accounting Bulleting (SAB) No. 101 "Revenue Recognition in Financial Statements", which was amended by SAB No. 101B in June 2000. SAB No. 101B delayed the implementation date of SAB No. 101 to the fourth quarter of the Company's fiscal 2001. The SAB provides guidance on the recognition, presentation and disclosure of revenue in the financial statements. The Company 7 intends to adopt the SAB in the fourth quarter of fiscal 2001. The impact of its adoption on the consolidated financial statements is not expected to be material. In 1998, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities". This Statement was subsequently amended to defer its effective date. The Company intends to adopt this Statement in January 2001 as required by the amended Statement. Adoption of this Statement is not expected to have a material impact on the Company's financial statements. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS FORWARD-LOOKING STATEMENTS This quarterly report on Form 10-Q contains or incorporates by reference certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company intends that such forward-looking statements be subject to the safe harbors created by such legislation. Such forward-looking statements involve risks and uncertainties and include, but are not limited to, statements regarding future events and the Company's plans, goals and objectives. Such statements are generally accompanied by words such as "intend", "anticipate", "believe", "estimate", "expect" or similar statements. The Company's actual results may differ materially from such statements. Among the factors that could result in such differences are the impact of weather conditions, increased competition, labor shortages, the condition of the United States and Canadian economies and the ability of the Company to make acquisitions at reasonable prices. Although the Company believes that the assumptions underlying its forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in such forward-looking statements will be realized. The inclusion of such forward-looking statements should not be regarded as a representation by the Company or any other person that the future events, plans or expectations contemplated by the Company will be achieved. The Company notes that past performance in operations and share price are not necessarily predictive of future performance. RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 Revenues increased $21.7 million, or 22%, to $118.2 million in the second quarter of fiscal 2001 from $96.5 million in the second quarter of fiscal 2000. Approximately $11 million of the increase is attributable to acquired companies owned less than one year including SST and several smaller tuck-under companies. Earnings before interest, taxes, depreciation and amortization ("EBITDA") increased 15% to $19.5 million from $17.0 million in the prior year period. EBITDA margins for the three months ended September 30, 2000, decreased 110 basis points to 16.5% compared to 17.6% in the prior year. The margin decline is the result of the rapid growth of the Property Services division's non-seasonal Management Services business, which carries consistent quarterly margins of 10-12%. The growth in this business reduces the impact of the Company's seasonal businesses that generate very high margins in the June and September quarters. Depreciation for the quarter ended June 30, 2000 was $1.8 million, up 13% from the prior year quarter due largely to acquisitions. Amortization was $1.1 million, up 4% due to the increase in goodwill resulting from acquisitions completed during the past year. 9 Interest expense increased 26% over prior year levels to $2.5 million as a result of increased borrowings related to acquisitions and higher interest rates. All acquisitions completed during the past year have been financed through the Company's credit facilities. The income tax provision for the second quarter was approximately 40% of earnings before taxes, consistent with the prior year. Minority interest expense increased to $1.5 million or 17.9% of earnings before minority interest from $1.2 million or 16.7% in the prior year quarter. The 21% increase reflects the 14% increase in earnings and a change in the mix of earnings relative to the prior year as certain operations having higher minority shareholdings contributed more to consolidated earnings. Net earnings were $6.9 million, up 12% over the prior year period, while diluted earnings per share increased 11% to $0.50. Adding back amortization would result in cash earnings per share of $0.58 for the quarter compared to $0.53 in the prior year quarter. Revenues for the Property Services division were $96.0 million, an increase of approximately $20.5 million or 27% over the prior year. Approximately $11.0 million of the revenue increase resulted from acquisitions including SST, which closed effective July 1, 2000 and several tuck-under companies. The balance of the increase resulted from internal growth of approximately 12%. Property Services EBITDA grew 12% to $14.6 million or 15.2% of revenue compared to $13.0 million or 17.2% of revenue in the prior year. The margin decline reflects the change in seasonal mix discussed above. Revenues for the Business Services division rose to $22.2 million for the second quarter, a 6% increase over the prior year, all attributable to internal growth. Business Services EBITDA was $5.4 million or 24% of revenue, compared to $5.0 million and 24% of revenue in the prior year. Corporate expenses increased to $1.1 million in the second quarter from $1.0 million in the prior year period. RESULTS OF OPERATIONS SIX MONTHS ENDED SEPTEMBER 30, 2000 AND 1999 Revenues for the first six months of fiscal 2001 increased 22% to $223.6 million from $181.5 million in the first six months of fiscal 2000. Approximately $21 million of the increase was attributable to acquired companies owned less than one year. The remaining increase resulted from internal growth. EBITDA increased 20% to $33.9 million from $28.2 million in the prior year period. EBITDA margins for the six months ended September 30, 2000, were 15.2% compared to 15.5% for the six months ended September 30, 1999. The margin decline primarily reflects a change in the seasonal mix of business as discussed in the three month comparison. 10 Depreciation for the six month period was $3.6 million up 16% from the prior year period due largely to acquisitions. Amortization was $2.1 million, up 11% due to the increase in goodwill that has resulted from acquisitions completed during the past year. Interest expense increased 27% over prior year levels to $4.7 million as a result of increased borrowings related to acquisitions and higher interest rates. The income tax provision for the six months ended September 30, 2000 was approximately 40.0% of earnings before taxes, consistent with the prior year period. Minority interest expense increased 25% to $2.5 million or 17.9% of earnings before minority interest compared to $2.0 million or 17.0% in the prior year period. The increase primarily reflects the increase in earnings. Net income for the first six months of fiscal 2001 was $11.6 million, up 18% over the first six months of fiscal 2000, while diluted earnings per share increased 20% to $0.85. Diluted earnings per share reflect a 1.0% increase in the weighted average number of shares outstanding. Six months revenues for the Property Services division were $182.4 million, an increase of approximately $37.8 million or 26% over the prior year. Approximately $21.0 million of the revenue increase resulted from acquisitions including American Pool Enterprises, which closed effective June 1, 1999, SST, which closed July 1, 2000 and several smaller tuckunder acquisitions. The balance of the increase resulted from internal growth. Property Services EBITDA margin for the six months was 14.7% compared to 15.4% in the prior year. The margin decline reflects a change in the seasonal mix of business as discussed in the three month comparison. Six months revenues for the Business Services division were $41.2 million, up 12% over the prior year, reflecting the impact of the acquisition of DDS Southwest and internal growth of approximately 7%. The Business Services EBITDA margin for the first six months of fiscal 2001 was 22.8% of revenue, up from 22.0% in the prior year impacted by the acquisition of DDS Southwest which is a seasonal business that generates a higher EBITDA margin in the first two quarters, somewhat offset by higher expenditures at the Company's fulfillment operation during the period to expand capacity. Corporate expenses increased to $2.2 million in the first half of fiscal 2001 from $2.1 million. SEASONALITY AND QUARTERLY FLUCTUATIONS Certain segments of the Company's operations, which in the aggregate comprise approximately 15% of revenues, are subject to seasonal variations. Specifically, the demand for residential lawn care services, exterior painting services, and commercial pool maintenance in the northern United States and in Canada is highest during late spring, summer and early fall and very low during winter. As a result, these operations generate a large percentage of their annual revenues between April and September. The Company has historically generated lower profits or net losses during its third and fourth fiscal quarters, 11 from October to March. The management services, security, business services and many of the franchise systems generate revenues approximately evenly throughout the fiscal year. The seasonality of the lawn care, painting and pool maintenance operations results in variations in quarterly EBITDA margins. Variations in quarterly EBITDA margins can also be caused by acquisitions which alter the consolidated service mix. The Company's non-seasonal businesses typically generate a consistent EBITDA margin over all four quarters, while the Company's seasonal businesses experience high EBITDA margins in the first two quarters, offset by negative EBITDA in the last two quarters. As non-seasonal revenues increase as a percentage of total revenues, the Company's quarterly EBITDA margin fluctuations should be reduced. LIQUIDITY AND CAPITAL RESOURCES Bank borrowings, proceeds from capital stock issues, and cashflow from operations have historically been the funding sources for working capital requirements, capital expenditures and acquisitions. Management believes that funds from these sources will remain available and are adequate to support ongoing operational requirements and near-term acquisition growth. In December 1996, FirstService entered into a lending agreement with a syndicate of banks. The agreement - amended and restated in October 1997, again in June, 1998 and most recently on April 1, 1999, - currently provides six-year committed revolving credit facilities for acquisitions of Cdn $50 million and US $130 million. Outstanding indebtedness under the facilities bears interest at a rate based on competitive floating reference rates, as selected by the Company, such as LIBOR, plus a margin of 1.00% to 1.50% per annum, depending on certain leverage ratios. The agreement requires the Company to meet specific financial ratios and places certain limitations on additional borrowing and the ability to pay dividends or sell assets. As of September 30, 2000, the Company had drawn Cdn $5.4 million and US $110.3 million. The Company is exposed to foreign currency exchange risk however the exposure may be mitigated as the lending agreement provides that it may borrow in Canadian or U.S. funds. During the quarter ended September 30, 2000, capital expenditures were $2.3 million primarily for leasehold improvements and equipment in the Business Services division, as well as vehicles and equipment in Management Services. Capital expenditures for the six months ended September 30, 2000 were $5.0 million. In connection with certain acquisitions, the Company has agreed to pay additional consideration based on operating results of the acquired entities. The payment of any such amounts would be in cash and would result in an increase in the purchase prices for such acquisitions and, as a result, additional goodwill. 12 PART II ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Company's Annual Meeting of Shareholders was held on September 14, 2000. The matters voted upon and the results of voting were as follows: To ratify the appointment of PricewaterhouseCoopers LLP, Chartered Accountants, as the auditors of the Corporation and the authorization of the directors to fix their renumeration. For 21,211,103 Against 394,400 To re-elect the current Board of Directors of the Corporation to serve until the next meeting called for the purpose of electing directors or until their respective successors are duly appointed. For 21,605,503 Against - To approve an amendment to the Company's Stock Option Plan No. 2 to reserve an additional 700,000 subordinate voting shares. The amendment increases the maximum number of shares issuable from the option plan pool from 2.85 million to 3.55 million Subordinate Voting Shares. For 3,299,311 Against 2,847,309 Ineligible 15,054,101 Not voted 404,782 13 ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K 1. a) Exhibits 3.1* Articles of Incorporation and Amendment 3.2* By-Laws and Amendments 10.1* Credit Facility dated April 1, 1999 among the company and syndicate of bank lenders 10.2** FirstService Corporation Amended Stock Option Plan # 2 10.3** FirstService Corporation Amended Share Purchase Plan # 2 b) Reports on Form 8-K None. - - ------------------- * Incorporated by reference to the Company's report on Form 10-Q for the period ended June 30, 1999. ** Incorporated by reference to the Company's report on Form 10-K for the year ended March 31, 2000. 14 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: November 7, 2000 FIRSTSERVICE CORPORATION By: __________________________________________________ D. SCOTT PATTERSON Senior Vice President and Chief Financial Officer (Principal Financial Officer & Authorized Signatory) 15 -----END PRIVACY-ENHANCED MESSAGE-----