EX-99 3 exhibit_992.htm EXHIBIT 99.2
EXHIBIT 99.2


FIRSTSERVICE CORPORATION
Supplement to Management’s Discussion and Analysis of Results of Operations and Financial Condition for the nine-month period ended December 31, 2008
(in US dollars)
October 30, 2009

The Supplement is being filed to reflect the retrospective adoption of new accounting standards for non-controlling interests.  This supplement is to FirstService Corporation’s original Management’s Discussion and Analysis of Results of Operations and Financial Condition (the “Original MD&A”) that was filed on March 2, 2009.

The only modifications to the Original MD&A are (i) the changes as a result of the retrospective adoption of the new accounting standards as described below and (ii) to disclose subsequent events that have occurred since the filing of the Original MD&A.  This Supplement does not amend or update any other sections of the Original MD&A.

This Supplement should be read together with the restated audited consolidated financial statements and the accompanying notes (the “Restated Financial Statements”) of FirstService Corporation (the “Company” or “FirstService”) for the nine-month period ended December 31, 2008 and the year ended March 31, 2008. The Restated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). All financial information herein is presented in United States dollars.  This Supplement is current as of October 30, 2009.


Retrospective adoption of new accounting standards

The minority equity positions in the Company’s subsidiaries are now referred to as non-controlling interests (“NCI”).  On January 1, 2009, we adopted SFAS No. 160, Non-controlling Interest in Consolidated Financial Statements, an amendment of ARB No. 51, (“SFAS 160”), which affected the guidance in ETIF Topic No. D-98, Classification and Measurement of Redeemable Securities (“EITF D-98”).  Except for earnings per share calculations, all presentation and disclosure requirements of SFAS 160 and EITF D-98 were adopted retrospectively, and as a result we recorded an increase to non-controlling interest of $105.7 million and a corresponding decrease to shareholders’ equity as of April 1, 2007.  As a result of the retrospective adoption, all periods presented have been restated for the effect of the adoption of SFAS 160 and EITF D-98.

The NCI are considered to be redeemable securities under EITF D-98.  Accordingly, the NCI is recorded at the greater of (i) the redemption amount or (ii) the amount initially recorded as NCI at the date of inception of the minority equity position.   This amount is recorded in the “mezzanine” section of the balance sheet, outside of shareholders’ equity.  Changes in the NCI amount are recognized immediately as they occur.

Results of operations – nine-month period ended December 31, 2008

Net earnings from continuing operations for the nine month period ended December 31, 2008 were adjusted to $26.0 million, relative to $58.5 million in the comparable prior period. A significant component of the decrease versus the comparable period was attributable to an impairment loss on Resolve Business Outsourcing Income Fund securities and the Integrated Security division divestiture bonus.  In addition, increases in operating earnings at our Property Services and Residential Property Management segments were more than offset by declines in our Commercial Real Estate Services segment.
 
 
 
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Results of operations – year ended March 31, 2008

 
Net earnings from continuing operations for the year ended March 31, 2008 were adjusted to $52.3 million, up $2.0 million versus the prior year.  Increases in our Property Services and Residential Property Management segments were partially offset by declines in our Commercial Real Estate Services segment, resulting in a net increase in net earnings.

Non-GAAP measures

EBITDA is defined as net earnings from continuing operations before income taxes, interest, depreciation and amortization, stock-based compensation expense and other non-cash or non-recurring expenses.  The Company uses EBITDA to evaluate operating performance.  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 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 net earnings from continuing operations to EBITDA appears below.


(in thousands of US$)
 
Nine months ended 
 December 31
   
Year ended
March 31
 
   
2008
   
2007
   
2008
 
Net earnings from continuing operations
  $ 26,027     $ 58,466     $ 52,277  
Income taxes
    30,878       25,740       17,108  
Other income, net
    (2,422 )     (3,824 )     (4,650 )
Interest expense, net
    8,252       9,543       13,387  
Impairment loss on available-for-sale
   securities
    14,680       -       -  
Integrated Security division divestiture bonus
    5,715       -       -  
Operating earnings
    83,130       89,925       78,122  
Depreciation and amortization
    31,746       26,861       37,673  
Stock-based compensation expense
    2,551       6,444       7,819  
Cost containment
    6,934       -       -  
EBITDA
  $ 124,361     $ 123,230     $ 123,614  


 
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Selected annual information - last five fiscal periods
(in thousands of US$, except per share amounts)

   
Nine months ended December 31
   
Year ended March 31
 
   
2008
   
2007
   
2008
   
2007
   
2006
   
2005
 
OPERATIONS
                                   
Revenues
  $ 1,322,680     $ 1,180,582     $ 1,549,713     $ 1,152,821     $ 918,668     $ 508,115  
Operating earnings
    83,130       89,925       78,122       77,005       61,087       27,838  
Net earnings from continuing operations
    26,027       58,466       52,277       50,244       38,535       17,616  
Net earnings from discontinued operations
    48,840       714       (2,829 )     2,290       42,843       11,676  
Net earnings
    74,867       59,180       49,448       51,181       81,378       29,292  
                                                 
FINANCIAL POSITION
                                               
Total assets
  $ 990,637     $ 1,059,461     $ 1,089,343     $ 816,998     $ 711,004     $ 626,728  
Long-term debt
    266,369       331,348       356,030       235,131       248,686       220,015  
Shareholders’ equity
    199,141       159,667       131,553       159,181       187,215       142,335  
Book value per common share
    1.87       0.34       -       5.32       6.23       4.71  


Quarterly results – fiscal periods ended December 31, 2008 and March 31, 2008
(in thousands of US$, except per share amounts)

                                       
 Fiscal period     Q1        Q2       Q3       Q4      Period  
                                       
Nine-month period ended December 31, 2008
                                     
Revenues
  $ 454,769     $ 450,051     $ 417,860    
NA
    $ 1,322,680  
Operating earnings
    35,278       35,442       12,410               83,130  
Net earnings (loss) from continuing operations
    23,837       19,257       (17,067 )             26,027  
Net earnings (loss) from discontinued operations
    325       67,629       (19,114 )             48,840  
Net earnings (loss)
    24,162       86,886       (36,181 )             74,867  
Net earnings (loss) per common share:
                                       
    Basic
    0.51       2.68       (1.36 )             1.83  
    Diluted
    0.47       2.66       (1.36 )             1.81  
                                         
Year ended March 31, 2008
                                       
Revenues
  $ 359,661     $ 373,287     $ 447,634     $ 369,131     $ 1,549,713  
Operating earnings (loss)
    33,449       32,833       23,643       (11,803 )     78,122  
Net earnings (loss) from continuing operations
    20,992       20,818       16,657       (6,190 )     52,277  
Net earnings (loss) from discontinued operations
    4,002       997       (4,285 )     (3,543 )     (2,829 )
Net earnings (loss)
    24,994       21,815       12,372       (9,733 )     49,448  
Net earnings (loss) per common share:
                                       
    Basic
    0.61       0.53       0.18       (0.40 )     0.92  
    Diluted
    0.56       0.50       0.15       (0.40 )     0.85  
                                         
                                         
OTHER DATA
                                       
EBITDA - Period ended December 31, 2008
  $ 47,113     $ 47,451     $ 29,797    
NA
    $ 124,361  
EBITDA - Year ended March 31, 2008
    41,509       42,760       38,961       384       123,614  


Non-controlling interests

In those operations where managers, employees or brokers are also minority owners, the Company is party to shareholders’ agreements.  These agreements allow us to “call” the minority position at fair value determined with the use of a formula price, which is in most cases equal to a multiple of trailing two-year average earnings, less debt.  Minority owners may also “put” their interest to the Company at the same price, with certain limitations including (i) the inability to “put” more than 50% of their holdings in any 12-month period and (ii) the inability to “put” any holdings for at least one year after the date of our initial acquisition of the business or the date the minority shareholder acquired the stock, as the case may be.  The total value of the minority shareholders’ interests (the “redemption amount”), as calculated in accordance with shareholders’ agreements, was as follows.
 
 
 
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(in thousands of US$)
 
December 31,
2008
   
March 31,
2008
 
             
Commercial Real Estate
  $ 56,020     $ 93,879  
Residential Property Management
    84,458       81,703  
Property Services
    56,287       46,823  
Discontinued operations
    -       10,195  
Redemption amount
  $ 196,765     $ 232,600  

The amount recorded on the balance sheet under the caption “non-controlling interests” is the greater of (i) the redemption amount (as above) or (ii) the amount initially recorded as NCI at the date of inception of the minority equity position.  As at December 31, 2008, the NCI recorded on the balance sheet was $196.8 million.  The purchase prices of the minority interests may be paid in cash or in Subordinate Voting Shares of FirstService.

Subsequent events

On October 21, 2009, we announced a public offering of 6.50% Convertible Unsecured Subordinated Debentures (the “Debentures”).  A preliminary prospectus was filed on October 27, 2009.  The offering is in the principal amount of $70.0 million, and we have granted the underwriters an over-allotment option of up to an additional 10% of principal amount of Debentures, which may result in a total offering principal amount of $77.0 million.  The price for conversion of the Debentures into Subordinate Voting Shares has been initially set at US$28.00 per share.  The Debentures have a maturity date of December 31, 2014.  The issuance of the Debentures is expected to be completed in November 2009.  The net proceeds of the offering, after underwriters’ fees and other expenses, are expected to be $66.8 million ($73.5 million assuming the over-allotment option is exercised in full) and will be used to repay outstanding indebtedness under our revolving credit facility, which will then be available to be drawn for working capital, acquisitions and/or general corporate purposes.

On October 29, 2009, we acquired 29.99% of the shares of Colliers CRE plc, a commercial real estate services business headquartered in London and operating in the UK, Ireland and Spain.  The purchase price of $13.8 million was funded through the revolving credit facility.

Additional information

Additional information regarding the Company, including our Annual Information Form, is available on SEDAR at www.sedar.com.

 
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