FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2012.
Commission File Number: 000-24762
FirstService Corporation
(Translation of registrant's name into English)
1140 Bay Street, Suite 4000
Toronto, Ontario, Canada
M5S 2B4
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ ] Form 40-F [ x]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant's "home country"), or under the rules of the home country exchange on which the registrant's securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant's security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes [ ] No [ x ]
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .
EXHIBIT INDEX
Exhibit
Description of Exhibit
99.1
Quarterly earnings release dated April 24, 2012
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.
FirstService Corporation (Registrant) |
||
Date: April 24, 2012 | /s/ JOHN B. FRIEDRICHSEN John B. Friedrichsen Senior Vice President and Chief Financial Officer |
EXHIBIT 99.1
Operating highlights:
Three months ended March 31 |
||
2012 | 2011 | |
Revenues (millions) | $ 490.1 | $ 478.4 |
Adjusted EBITDA (millions) (note 1) | 10.8 | 22.6 |
Adjusted EPS (note 2) | (0.10) | 0.14 |
TORONTO, April 24, 2012 (GLOBE NEWSWIRE) -- FirstService Corporation (TSX:FSV) (Nasdaq:FSRV) (TSX:FSV.PR.U) today reported results for its first quarter ended March 31, 2012. All amounts are in US dollars.
Revenues for the first quarter were $490.1 million, a 2% increase relative to the same quarter in the prior year, Adjusted EBITDA (note 1) was $10.8 million, down from $22.6 million and Adjusted EPS (note 2) was a loss of $0.10, versus $0.14 reported in the prior year quarter. GAAP EPS was a loss of $0.55 per share in the quarter, compared to a loss of $0.33 for the same quarter a year ago.
"The seasonally slow first quarter produced mixed results although we remain confident that FirstService as a whole is on track to generate solid revenue, Adjusted EBITDA and Adjusted EPS growth for 2012," said Jay S. Hennick, Founder and Chief Executive Officer of FirstService. "Revenues at Colliers International were up nicely overall, with very strong growth in the US as we began to realize the benefits of our investments in recruiting and corporate solutions over the past 18 months. FirstService Residential contributed strong revenue and earnings growth, while continuing to advance its position as North America's largest residential property manager. Finally, although our FS Brands franchise operations achieved solid results for their seasonally slow first quarter, revenues and Adjusted EBITDA in Property Services declined significantly as volumes in our Field Asset Services distressed asset management operations came in below prior year levels, but generally in line with overall market reductions in foreclosure repossessions," he concluded.
About FirstService Corporation
FirstService Corporation is a global leader in the rapidly growing real estate services sector, providing a variety of services in commercial real estate, residential property management and property services. As one of the largest property managers in the world, FirstService manages more than 2.3 billion square feet of residential and commercial properties through its three industry-leading service platforms: Colliers International, one of the largest global players in commercial real estate; FirstService Residential Management, the largest manager of residential communities in North America; and Property Services, including Field Asset Services, one of America's largest property preservation and distressed asset management companies and FS Brands, one of North America's largest providers of property services through franchise networks.
FirstService generates over US$2.3 billion in annual revenues and has more than 23,000 employees worldwide. More information about FirstService is available at www.firstservice.com.
Segmented Quarterly Results
Commercial Real Estate Services revenues totalled $213.3 million for the first quarter, up 9% relative to the prior year quarter. Revenue growth was comprised of 7% internal growth measured in local currencies, a 1% favourable impact from foreign currency translation and 1% growth from recent acquisitions. Internal growth was primarily attributable to strong revenue growth in the Americas region, particularly in the US. Adjusted EBITDA for this seasonally weak quarter was a loss of $2.0 million, versus a profit of $2.6 million reported in the prior year quarter and was negatively impacted by: (i) revenue mix that included a higher proportion of low margin revenues in certain operations relative to the prior year period; and (ii) expenses incurred in connection with the opening of new offices and service line extensions, particularly in the Asia Pacific region. Based upon current economic conditions and activity levels, Commercial Real Estate Services is expected to enjoy healthy growth in both revenues and Adjusted EBITDA for the full year in 2012.
Residential Property Management revenues were $191.9 million for the first quarter, up 14% relative to the prior year quarter. Revenue growth was comprised of 7% internal growth primarily due to new property management contract wins and additional revenues generated from existing customers, and 7% from acquisitions completed within the past year. Adjusted EBITDA for the quarter was $12.2 million, versus $11.5 million in the prior year period.
Property Services revenues totalled $84.8 million, down 26% from $114.5 million in the prior year period, attributable to a significant decline in volumes of distressed assets under management at Field Asset Services. Adjusted EBITDA for the quarter was $2.9 million, versus $11.3 million in the prior year quarter, and was impacted by the reduction in volumes at Field Asset Services compounded by increased client service requirements without corresponding increases to pricing, in a highly competitive environment. While the backlog of properties in distress remains at near-record levels, assuming no change in the regulatory environment, foreclosure repossessions are expected to remain at current levels for the balance of the year.
Corporate costs were $3.2 million in the first quarter, down from $3.7 million in the prior year period.
Stock Repurchases
During the period from February 27, 2012 to March 13, 2012, the Company repurchased 200,000 Subordinate Voting Shares on the open market under its Normal Course Issuer Bid ("NCIB") at an average price of $31.55 per share. All shares purchased under the NCIB were cancelled. The Company is authorized to repurchase up to an additional 2,204,000 Subordinate Voting Shares and 247,860 Preferred Shares under its NCIB, which expires on June 6, 2012.
Conference Call
FirstService will be holding a conference call on Tuesday, April 24, 2012 at 11:00 a.m. Eastern Daylight Time to discuss results for the first quarter. The call will be simultaneously web cast and can be accessed live or after the call at www.firstservice.com in the "Investors / Newsroom" section.
Forward-looking Statements
This press release includes or may include 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 applicable Canadian and United States securities regulatory authorities (which factors are adopted herein).
Summary financial information is provided in this press release. This press release should be read in conjunction with the Company's quarterly financial statements and MD&A to be made available on SEDAR at www.sedar.com.
Notes
1. Reconciliation of net earnings (loss) to Adjusted EBITDA:
Adjusted EBITDA is defined as net earnings (loss), adjusted to exclude: (i) income tax; (ii) other expense (income); (iii) interest expense; (iv) depreciation and amortization; (v) acquisition-related items; and (vi) stock-based compensation expense. The Company uses Adjusted EBITDA to evaluate its own operating performance, its ability to service debt, and as an integral part of its planning and reporting systems. Additionally, this measure is used in conjunction with discounted cash flow models to determine the Company's overall enterprise valuation and to evaluate acquisition targets. Adjusted EBITDA is presented as a supplemental measure because the Company believes such a measure is useful to investors as a reasonable indicator of operating performance, due to the low capital intensity of the Company's service operations. The Company believes this measure is a financial metric used by many investors to compare companies, especially in the services industry. This measure is not a recognized measure of financial performance under GAAP in the United States, and should not be considered as a substitute for operating earnings, net earnings or cash flow from operating activities, as determined in accordance with GAAP. The Company's method of calculating Adjusted EBITDA may differ from other issuers and accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings (loss) to Adjusted EBITDA appears below.
(in thousands of US dollars) |
Three months ended March 31 |
|
2012 | 2011 | |
Net earnings (loss) | $ (10,837) | $ (1,290) |
Income tax | (2,706) | 4,455 |
Other (income) expense | (163) | 1,077 |
Interest expense, net | 4,507 | 4,381 |
Operating earnings | (9,199) | 8,623 |
Depreciation and amortization | 12,469 | 12,070 |
Acquisition-related items | 6,553 | 872 |
Stock-based compensation expense | 1,008 | 1,066 |
Adjusted EBITDA | $ 10,831 | $ 22,631 |
2. Reconciliation of net earnings (loss) and diluted net earnings (loss) per common share to adjusted net earnings (loss) and adjusted earnings (loss) per common share:
Adjusted earnings (loss) per share is defined as diluted net earnings (loss) per common share, adjusted for the effect, after income tax, of: (i) the non-controlling interest redemption increment; (ii) acquisition-related items; (iii) amortization expense related to intangible assets recognized in connection with acquisitions; (iv) stock-based compensation expense; and (v) deferred income tax valuation allowances related to tax loss carry-forwards. The Company believes this measure is useful to investors because it provides a supplemental way to understand the underlying operating performance of the Company and enhances the comparability of operating results from period to period. Adjusted earnings per share is not a recognized measure of financial performance under GAAP, and should not be considered as a substitute for diluted net earnings per common share, as determined in accordance with GAAP. The Company's method of calculating this non-GAAP measure may differ from other issuers and, accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings (loss) attributable to common shareholders to adjusted net earnings (loss) and of diluted net earnings (loss) per common share to adjusted earnings (loss) per common share appears below.
(in thousands of US dollars) |
Three months ended March 31 |
|
2012 | 2011 | |
Net earnings (loss) attributable to common shareholders | $ (16,407) | $ (9,877) |
Non-controlling interest redemption increment | 3,633 | 5,816 |
Acquisition-related items | 6,553 | 872 |
Amortization of intangible assets | 4,798 | 4,934 |
Stock-based compensation expense | 1,008 | 1,066 |
Income tax on adjustments | (2,093) | (2,112) |
Deferred income tax valuation allowance | -- | 4,274 |
Non-controlling interest on adjustments | (524) | (544) |
Adjusted net earnings (loss) | $ (3,032) | $ 4,429 |
(in US dollars) |
Three months ended March 31 |
|
2012 | 2011 | |
Net earnings (loss) per common share | $ (0.55) | $ (0.33) |
Non-controlling interest redemption increment | 0.12 | 0.19 |
Acquisition-related items | 0.21 | 0.03 |
Amortization of intangible assets, net of tax | 0.10 | 0.10 |
Stock-based compensation expense, net of tax | 0.02 | 0.02 |
Deferred income tax valuation allowance | -- | 0.13 |
Adjusted earnings (loss) per common share | $ (0.10) | $ 0.14 |
FIRSTSERVICE CORPORATION | ||||
Condensed Consolidated Statements of Earnings (Loss) | ||||
(in thousands of US dollars, except per share amounts) | ||||
Three months ended March 31 |
||||
(unaudited) | 2012 | 2011 | ||
Revenues | $ 490,056 | $ 478,382 | ||
Cost of revenues | 331,145 | 307,814 | ||
Selling, general and administrative expenses | 149,088 | 149,003 | ||
Depreciation | 7,671 | 7,136 | ||
Amortization of intangible assets | 4,798 | 4,934 | ||
Acquisition-related items (1) | 6,553 | 872 | ||
Operating earnings (loss) | (9,199) | 8,623 | ||
Interest expense, net | 4,507 | 4,381 | ||
Other (income) expense | (163) | 1,077 | ||
Earnings (loss) before income tax | (13,543) | 3,165 | ||
Income tax (2) | (2,706) | 4,455 | ||
Net loss | (10,837) | (1,290) | ||
Non-controlling interest share of earnings | (523) | 246 | ||
Non-controlling interest redemption increment | 3,633 | 5,816 | ||
Net loss attributable to Company | (13,947) | (7,352) | ||
Preferred share dividends | 2,460 | 2,525 | ||
Net loss attributable to common shareholders | $ (16,407) | $ (9,877) | ||
Net loss per common share | ||||
Basic | $ (0.55) | $ (0.33) | ||
Diluted | $ (0.55) | $ (0.33) | ||
Adjusted earnings (loss) per common share (3) | $ (0.10) | $ 0.14 | ||
Weighted average common shares (thousands) | ||||
Basic | 29,983 | 30,275 | ||
Diluted | 30,384 | 30,758 | ||
Notes to Condensed Consolidated Statements of Earnings (Loss) | ||||
(1) Acquisition-related items include contingent acquisition consideration fair value adjustments, contingent acquisition consideration-related compensation expense, transaction costs related to the Colliers International UK acquisition in the amount of $2,075 and a reclassification of accumulated other comprehensive earnings related to Colliers International UK in the amount of $2,553. | ||||
(2) Income tax expense for the three months ended March 31, 2011 includes a $4,274 valuation allowance related to deferred income tax assets. | ||||
(3) See definition and reconciliation above. |
Condensed Consolidated Balance Sheets | ||
(in thousands of US dollars) | ||
(unaudited) | March 31, 2012 | December 31, 2011 |
Assets | ||
Cash and cash equivalents | $ 67,997 | $ 97,799 |
Restricted cash | 3,609 | 4,493 |
Accounts receivable | 275,723 | 286,019 |
Prepaid and other current assets | 63,762 | 45,366 |
Deferred income tax | 16,514 | 16,527 |
Current assets | 427,605 | 450,204 |
Other non-current assets | 21,169 | 17,028 |
Fixed assets | 93,857 | 94,150 |
Deferred income tax | 94,302 | 87,940 |
Goodwill and intangible assets | 587,473 | 584,396 |
Total assets | $ 1,224,406 | $ 1,233,718 |
Liabilities and shareholders' equity | ||
Accounts payable and accrued liabilities | $ 300,707 | $ 354,220 |
Other current liabilities | 23,762 | 23,657 |
Long-term debt - current | 36,843 | 216,373 |
Current liabilities | 361,312 | 594,250 |
Long-term debt - non-current | 335,506 | 100,042 |
Convertible unsecured subordinated debentures | 77,000 | 77,000 |
Other liabilities | 37,532 | 39,243 |
Deferred income tax | 38,123 | 38,160 |
Non-controlling interests | 139,195 | 141,404 |
Shareholders' equity | 235,738 | 243,619 |
Total liabilities and equity | $ 1,224,406 | $ 1,233,718 |
Supplemental balance sheet information | ||
Total debt | $ 449,349 | $ 393,415 |
Total debt excluding convertible debentures | 372,349 | 316,415 |
Total debt, net of cash | 381,352 | 295,616 |
Total debt excluding convertible debentures, net of cash | 304,352 | 218,616 |
Consolidated Statements of Cash Flows | ||
(in thousands of US dollars) | ||
Three months ended March 31 |
||
(unaudited) | 2012 | 2011 |
Cash provided by (used in) | ||
Operating activities | ||
Net loss | $ (10,837) | $ (1,290) |
Items not affecting cash: | ||
Depreciation and amortization | 12,469 | 12,070 |
Deferred income tax | (7,197) | (766) |
Other | 992 | 2,990 |
Changes in operating assets and liabilities | (49,732) | (62,156) |
Net cash used in operating activities | (54,305) | (49,152) |
Investing activities | ||
Acquisition of businesses, net of cash acquired | (12,651) | (1,184) |
Purchases of fixed assets | (6,870) | (5,344) |
Other investing activities | (128) | (504) |
Net cash used in investing activities | (19,649) | (7,032) |
Financing activities | ||
Increase in long-term debt, net | 55,934 | 57,945 |
Purchases of non-controlling interests | -- | (1,438) |
Dividends paid to preferred shareholders | (2,460) | (2,525) |
Other financing activities | (11,047) | (14,143) |
Net cash provided by financing activities | 42,427 | 39,839 |
Effect of exchange rate changes on cash | 1,725 | 1,312 |
Decrease in cash and cash equivalents | (29,802) | (15,033) |
Cash and cash equivalents, beginning of period | 97,799 | 100,359 |
Cash and cash equivalents, end of period | $ 67,997 | $ 85,326 |
Segmented Revenues, Adjusted EBITDA and Operating Earnings (Loss) | |||||
(in thousands of US dollars) | |||||
(unaudited) |
Commercial Real Estate Services |
Residential Property Management |
Property Services |
Corporate | Consolidated |
Three months ended March 31 | |||||
2012 | |||||
Revenues | $ 213,270 | $ 191,889 | $ 84,846 | $ 51 | $ 490,056 |
Adjusted EBITDA | (1,968) | 12,158 | 2,874 | (3,241) | 9,823 |
Stock-based compensation | 1,008 | ||||
10,831 | |||||
Operating earnings (loss) | (14,369) | 8,068 | 604 | (3,502) | (9,199) |
2011 | |||||
Revenues | $ 195,599 | $ 168,234 | $ 114,509 | $ 40 | $ 478,382 |
Adjusted EBITDA | 2,573 | 11,454 | 11,259 | (3,721) | 21,565 |
Stock-based compensation | 1,066 | ||||
22,631 | |||||
Operating earnings (loss) | (3,368) | 6,797 | 8,981 | (3,787) | 8,623 |
CONTACT: Jay S. Hennick Founder & CEO D. Scott Patterson President & COO John B. Friedrichsen Senior Vice President & CFO (416) 960-9500