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 October 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 October 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: October 24, 2012 | /s/ JOHN B. FRIEDRICHSEN John B. Friedrichsen Senior Vice President and Chief Financial Officer |
EXHIBIT 99.1
Operating highlights:
| Three months ended | Nine months ended | |||
| September 30 | September 30 | |||
| 2012 | 2011 | 2012 | 2011 | |
| Revenues (millions) | $589.8 | $585.4 | $1,673.0 | $1,629.3 |
| Adjusted EBITDA (millions) (note 1) | 48.8 | 47.6 | 100.8 | 117.1 |
| Adjusted EPS (note 2) | 0.60 | 0.61 | 0.94 | 1.29 |
TORONTO, Oct. 24, 2012 (GLOBE NEWSWIRE) -- FirstService Corporation (TSX:FSV) (Nasdaq:FSRV) (TSX:FSV.PR.U) today reported results for its third quarter ended September 30, 2012. All amounts are in US dollars.
Revenues for the third quarter were $589.8 million, a 1% increase relative to the same quarter in the prior year, Adjusted EBITDA (note 1) was $48.8 million, compared to $47.6 million and Adjusted EPS (note 2) was $0.60, versus $0.61 reported in the prior year quarter. GAAP EPS was $0.00 per share in the quarter, versus $0.17 for the same quarter a year ago.
For the nine months ended September 30, 2012, revenues were $1.7 billion, a 3% increase relative to the comparable prior year period, Adjusted EBITDA was $100.8 million relative to $117.1 million and Adjusted EPS was $0.94, versus $1.29 reported in the prior year period. GAAP EPS for the nine month period was a loss of $0.27, compared to a loss of $0.05 in the prior year period.
"Third quarter results reflect another quarter of strong year over year gains in revenues and EBITDA at Colliers International while FirstService Residential posted another quarter of solid growth. As expected, continued weakness in foreclosure services negatively impacted results in Property Services," said Jay S. Hennick, Founder and Chief Executive Officer of FirstService. "As long as market conditions remain stable, we expect to finish the year with overall results comparable to last year," 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, one of North America's largest providers of property-related services delivered through franchise and contractor networks.
FirstService generates over $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 $295.6 million for the third quarter, up 17% relative to the prior year quarter. Revenue growth was comprised of 9% internal growth measured in local currencies, a 2% unfavourable impact from foreign currency translation and 10% growth from the recent Colliers UK acquisition. Internal growth was driven by year over year increases in lease brokerage and appraisal, particularly in the Americas region. Adjusted EBITDA was $20.3 million, up from $9.0 million reported in the prior year quarter.
Residential Property Management revenues were $226.6 million for the third quarter, up 9% relative to the prior year quarter. Revenue growth was comprised of 6% internal growth and 3% from recent acquisitions. Adjusted EBITDA for the quarter was $21.5 million compared to $20.9 million in the prior year period.
Property Services revenues totalled $67.4 million, down 46% from $123.8 million in the prior year period, with a 63% reduction in revenues in the property preservation and distressed asset management operations. Revenues declined slightly at the Company's property services franchise brands. Adjusted EBITDA for the third quarter was $9.4 million versus $19.6 million in the prior year quarter. Included in expenses for the current quarter were $2.0 million of costs associated with transitioning out a large distressed asset management contract in August 2012.
Corporate costs were $3.2 million in the third quarter, relative to $2.3 million in the prior year period, with the increase primarily attributable to a non-cash balance sheet foreign currency translation loss.
Stock Repurchases
During the month of September 2012, the Company purchased 246,000 Preferred Shares on the open market under its Normal Course Issuer Bid ("NCIB") at an average price of $25.25 per share. All shares purchased under the NCIB were cancelled. The Company is authorized to repurchase up to an additional 2,550,000 Subordinate Voting Shares and 146,500 Preferred Shares under its NCIB, which expires on June 6, 2013.
Conference Call
FirstService will be holding a conference call on Wednesday, October 24, 2012 at 11:00 a.m. Eastern Time to discuss the quarter's results. 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 to Adjusted EBITDA:
Adjusted EBITDA is defined as net earnings, adjusted to exclude: (i) income tax; (ii) other expense (income); (iii) interest expense; (iv) depreciation and amortization; (v) acquisition-related items; (vi) stock-based compensation expense and (vii) reorganization charges. We use Adjusted EBITDA to evaluate our own operating performance and our ability to service debt, as well as an integral part of our planning and reporting systems. Additionally, we use this measure in conjunction with discounted cash flow models to determine the Company's overall enterprise valuation and to evaluate acquisition targets. We present Adjusted EBITDA as a supplemental measure because we believe such measure is useful to investors as a reasonable indicator of operating performance because of the low capital intensity of the Company's service operations. We believe 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. Our 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 to Adjusted EBITDA appears below.
| Three months ended | Nine months ended | |||
| (in thousands of US$) | September 30 | September 30 | ||
| 2012 | 2011 | 2012 | 2011 | |
| Net earnings | $19,573 | $13,774 | $23,385 | $23,416 |
| Income tax | 7,409 | 13,026 | 11,270 | 29,522 |
| Other expense (income) | (1,463) | 1,600 | (1,751) | 3,539 |
| Interest expense, net | 5,749 | 4,066 | 14,522 | 12,752 |
| Operating earnings | 31,268 | 32,466 | 47,426 | 69,229 |
| Depreciation and amortization | 12,714 | 12,782 | 37,436 | 38,208 |
| Acquisition-related items | 4,043 | 1,574 | 13,470 | 2,948 |
| Stock-based compensation expense | 734 | 444 | 2,449 | 1,986 |
| Reorganization charge | -- | 367 | -- | 4,705 |
| Adjusted EBITDA | $48,759 | $47,633 | $100,781 | $117,076 |
2. Reconciliation of net earnings (loss) attributable to common shareholders and net earnings (loss) per common share to adjusted net earnings and adjusted net earnings per share:
Adjusted earnings per common share is defined as diluted net earnings (loss) per common share, adjusted for the effect, after income tax, of: (i) the non-controlling interest redemption increment; (ii) acquisition-related items; (iii) amortization expense related to intangible assets recognized in connection with acquisitions; (iv) stock-based compensation expense; (v) reorganization charges and (vi) deferred income tax valuation allowances related to tax loss carry-forwards. We believe this measure is useful to investors because it provides a supplemental way to understand the underlying operating performance of the Company and enhances the comparability of operating results from period to period. Adjusted diluted net earnings per common share is not a recognized measure of financial performance under GAAP, and should not be considered as a substitute for diluted net earnings per common share, as determined in accordance with GAAP. Our method of calculating this non-GAAP measure may differ from other issuers and, accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings (loss) attributable to common shareholders to adjusted net earnings and of diluted net earnings (loss) per common share to adjusted earnings per common share appears below.
| Three months ended | Nine months ended | |||
| (in thousands of US$) | September 30 | September 30 | ||
| 2012 | 2011 | 2012 | 2011 | |
| Net earnings (loss) attributable to common shareholders | $-- | $5,061 | $(8,047) | $(1,456) |
| Non-controlling interest redemption increment | 10,745 | 4,140 | 13,841 | 11,695 |
| Acquisition-related items | 4,043 | 1,574 | 13,470 | 2,948 |
| Amortization of intangible assets | 4,744 | 4,961 | 14,032 | 15,668 |
| Stock-based compensation expense | 734 | 444 | 2,449 | 1,986 |
| Reorganization charge | -- | 367 | -- | 4,705 |
| Income tax on adjustments | (1,972) | (1,995) | (5,923) | (7,675) |
| Deferred income tax valuation allowance | -- | 4,443 | -- | 13,448 |
| Non-controlling interest on adjustments | (221) | (503) | (1,085) | (1,780) |
| Adjusted net earnings | $18,073 | $18,492 | $28,737 | $39,539 |
| Three months ended | Nine months ended | |||
| (in US$) | September 30 | September 30 | ||
| 2012 | 2011 | 2012 | 2011 | |
| Diluted net earnings (loss) per common share | $-- | $0.17 | $(0.27) | $(0.05) |
| Non-controlling interest redemption increment | 0.35 | 0.14 | 0.45 | 0.38 |
| Acquisition-related items | 0.13 | 0.05 | 0.42 | 0.10 |
| Amortization of intangible assets, net of tax | 0.10 | 0.10 | 0.29 | 0.31 |
| Stock-based compensation expense, net of tax | 0.02 | 0.01 | 0.05 | 0.04 |
| Reorganization charge | -- | 0.01 | -- | 0.10 |
| Deferred income tax valuation allowance | -- | 0.13 | -- | 0.41 |
| Adjusted earnings per common share | $0.60 | $0.61 | $0.94 | $1.29 |
| FIRSTSERVICE CORPORATION | ||||
| Condensed Consolidated Statements of Earnings (Loss) | ||||
| (in thousands of US dollars, except per share amounts) | ||||
| Three months | Nine months | |||
| ended September 30 | ended September 30 | |||
| (unaudited) | 2012 | 2011 | 2012 | 2011 |
| Revenues | $589,754 | $585,424 | $1,673,003 | $1,629,278 |
| Cost of revenues | 389,383 | 381,215 | 1,107,360 | 1,037,648 |
| Selling, general and administrative expenses | 152,347 | 157,387 | 467,312 | 481,245 |
| Depreciation | 7,969 | 7,821 | 23,403 | 22,540 |
| Amortization of intangible assets | 4,744 | 4,961 | 14,032 | 15,668 |
| Acquisition-related items (1) | 4,043 | 1,574 | 13,470 | 2,948 |
| Operating earnings | 31,268 | 32,466 | 47,426 | 69,229 |
| Interest expense, net | 5,749 | 4,066 | 14,522 | 12,752 |
| Other expense (income) | (1,463) | 1,600 | (1,751) | 3,539 |
| Earnings before income tax | 26,982 | 26,800 | 34,655 | 52,938 |
| Income tax (2) | 7,409 | 13,026 | 11,270 | 29,522 |
| Net earnings | 19,573 | 13,774 | 23,385 | 23,416 |
| Non-controlling interest share of earnings | 6,433 | 2,113 | 10,276 | 5,666 |
| Non-controlling interest redemption increment | 10,745 | 4,140 | 13,841 | 11,695 |
| Net earnings (loss) attributable to Company | 2,395 | 7,521 | (732) | 6,055 |
| Preferred share dividends | 2,395 | 2,460 | 7,315 | 7,511 |
| Net earnings (loss) attributable to common shareholders | $-- | $5,061 | $(8,047) | $(1,456) |
| Net earnings (loss) per common share | ||||
| Basic | $-- | $0.17 | $(0.27) | $(0.05) |
| Diluted | $-- | $0.17 | $(0.27) | $(0.05) |
| Adjusted earnings per common share (3) | $0.60 | $0.61 | $0.94 | $1.29 |
| Weighted average common shares (thousands) | ||||
| Basic | 30,030 | 30,069 | 30,120 | 30,145 |
| Diluted | 30,364 | 30,534 | 30,471 | 30,645 |
| 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 and a reclassification of accumulated other comprehensive earnings related to Colliers International UK. | ||||
| (2) Income tax expense for the three months ended September 30, 2011 includes a $4,443 valuation allowance related to deferred income tax assets; income tax expense for the nine months ended September 30, 2011 includes a $13,448 valuation allowance. | ||||
| (3) See definition and reconciliation above. | ||||
| Condensed Consolidated Balance Sheets | ||
| (in thousands of US dollars) | ||
| (unaudited) | September 30, 2012 | December 31, 2011 |
| Assets | ||
| Cash and cash equivalents | $84,321 | $97,799 |
| Restricted cash | 4,119 | 4,493 |
| Accounts receivable | 321,642 | 286,019 |
| Inventories | 17,084 | 11,831 |
| Prepaid expenses and other current assets | 55,682 | 50,062 |
| Current assets | 482,848 | 450,204 |
| Other non-current assets | 20,631 | 17,028 |
| Fixed assets | 94,819 | 94,150 |
| Deferred income tax | 106,373 | 87,940 |
| Goodwill and intangible assets | 576,913 | 584,396 |
| Total assets | $1,281,584 | $1,233,718 |
| Liabilities and shareholders' equity | ||
| Accounts payable and accrued liabilities | $349,023 | $354,220 |
| Other current liabilities | 25,157 | 23,657 |
| Long-term debt - current | 37,632 | 216,373 |
| Current liabilities | 411,812 | 594,250 |
| Long-term debt - non-current | 319,019 | 100,042 |
| Convertible unsecured subordinated debentures | 77,000 | 77,000 |
| Other liabilities | 45,954 | 39,243 |
| Deferred income tax | 40,883 | 38,160 |
| Non-controlling interests | 148,070 | 141,404 |
| Shareholders' equity | 238,845 | 243,619 |
| Total liabilities and equity | $1,281,583 | $1,233,718 |
| Supplemental balance sheet information | ||
| Total debt | $433,651 | $393,415 |
| Total debt excluding convertible debentures | 356,651 | 316,415 |
| Total debt, net of cash | 349,330 | 295,616 |
| Total debt excluding convertible debentures, net of cash | 272,330 | 218,616 |
| Consolidated Statements of Cash Flows | ||||
| (in thousands of US dollars) | ||||
| Three months ended | Nine months ended | |||
| September 30 | September 30 | |||
| (unaudited) | 2012 | 2011 | 2012 | 2011 |
| Cash provided by (used in) | ||||
| Operating activities | ||||
| Net earnings | $19,573 | $13,774 | $23,385 | $23,416 |
| Items not affecting cash: | ||||
| Depreciation and amortization | 12,713 | 12,782 | 37,435 | 38,208 |
| Deferred income tax | (6,988) | 1,163 | (17,474) | (158) |
| Other | 1,890 | 3,277 | 6,442 | 8,097 |
| Net cash provided by operating activities before changes in working capital | 27,188 | 30,996 | 49,788 | 69,563 |
| Changes in working capital | 28,050 | 16,683 | (30,944) | (46,911) |
| Net cash provided by operating activities | 55,238 | 47,679 | 18,844 | 22,652 |
| Investing activities | ||||
| Acquisition of businesses, net of cash acquired | (1,174) | (12,191) | (14,379) | (22,064) |
| Purchases of fixed assets | (8,322) | (10,868) | (22,621) | (24,040) |
| Other investing activities | 123 | (319) | 574 | (793) |
| Net cash used in investing activities | (9,373) | (23,378) | (36,426) | (46,897) |
| Financing activities | ||||
| Increase (decrease) in long-term debt, net | (23,669) | 19,494 | 38,682 | 70,437 |
| Purchases of non-controlling interests | (2,536) | (33,949) | (4,167) | (35,446) |
| Dividends paid to preferred shareholders | (2,395) | (2,460) | (7,315) | (7,511) |
| Other financing activities | (10,944) | (9,242) | (24,486) | (25,754) |
| Net cash (used in) provided by financing activities | (39,544) | (26,157) | 2,714 | 1,726 |
| Effect of exchange rate changes on cash | 963 | (2,064) | 1,390 | (156) |
| Increase (decrease) in cash and cash equivalents | 7,284 | (3,920) | (13,478) | (22,675) |
| Cash and cash equivalents, beginning of period | 77,037 | 81,604 | 97,799 | 100,359 |
| Cash and cash equivalents, end of period | $84,321 | $77,684 | $84,321 | $77,684 |
| Segmented Revenues, Adjusted EBITDA and Operating Earnings | |||||
| (in thousands of US dollars) | |||||
| Commercial | Residential | ||||
| Real Estate | Property | Property | |||
| (unaudited) | Services | Management | Services | Corporate | Consolidated |
| Three months ended September 30 | |||||
| 2012 | |||||
| Revenues | $295,649 | $226,596 | $67,449 | $60 | $589,754 |
| Adjusted EBITDA | 20,284 | 21,541 | 9,414 | (3,214) | 48,025 |
| Stock-based compensation | 734 | ||||
| 48,759 | |||||
| Operating earnings | 8,852 | 18,508 | 7,161 | (3,253) | 31,268 |
| 2011 | |||||
| Revenues | $252,882 | $208,727 | $123,775 | $40 | $585,424 |
| Adjusted EBITDA | 8,998 | 20,887 | 19,602 | (2,298) | 47,189 |
| Stock-based compensation | 444 | ||||
| 47,633 | |||||
| Operating earnings | 1,294 | 16,988 | 16,590 | (2,406) | 32,466 |
| Commercial | Residential | ||||
| Real Estate | Property | Property | |||
| Services | Management | Services | Corporate | Consolidated | |
| Nine months ended September 30 | |||||
| 2012 | |||||
| Revenues | $800,554 | $632,537 | $239,750 | $162 | $1,673,003 |
| Adjusted EBITDA | 36,195 | 52,525 | 20,885 | (11,273) | 98,332 |
| Stock-based compensation | 2,449 | ||||
| 100,781 | |||||
| Operating earnings | 5,208 | 39,344 | 14,364 | (11,490) | 47,426 |
| 2011 | |||||
| Revenues | $694,212 | $572,618 | $362,326 | $122 | $1,629,278 |
| Adjusted EBITDA | 22,657 | 50,270 | 51,999 | (9,836) | 115,090 |
| Stock-based compensation | 1,986 | ||||
| 117,076 | |||||
| Operating earnings | 1,979 | 38,259 | 39,062 | (10,071) | 69,229 |
CONTACT: COMPANY CONTACTS:
Jay S. Hennick
Founder & CEO
D. Scott Patterson
President & COO
John B. Friedrichsen
Senior Vice President & CFO
(416) 960-9500