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 February 2014.
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):
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):
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
Press release dated February 12, 2014 regarding financial results for the quarter ended December 31, 2013.
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: February 12, 2014 | /s/ JOHN B. FRIEDRICHSEN John B. Friedrichsen Senior Vice President and Chief Financial Officer |
EXHIBIT 99.1
Full year Adjusted EPS up 31% over prior year
Colliers International posts 47% Adjusted EBITDA growth for 2013
Operating highlights:
| Three months ended | Year ended | |||
| December 31 | December 31 | |||
| 2013 | 2012 | 2013 | 2012 | |
| Revenues (millions) | $ 691.7 | $ 604.1 | $ 2,343.6 | $ 2,110.5 |
| Adjusted EBITDA (millions) (note 1) | 73.3 | 57.3 | 185.5 | 152.3 |
| Adjusted EPS (note 2) | 0.97 | 0.77 | 2.15 | 1.64 |
TORONTO, Feb. 12, 2014 (GLOBE NEWSWIRE) -- FirstService Corporation (TSX:FSV) (Nasdaq:FSRV) today reported record fourth quarter and full year results for the year ended December 31, 2013. All amounts are in US dollars and all percentage revenue variances are calculated on a local currency basis.
Revenues for the fourth quarter were $691.7 million, a 16% increase relative to the same quarter in the prior year. Adjusted EBITDA (note 1) was $73.3 million, up 28%, and Adjusted EPS (note 2) was $0.97, up 26% from the prior year quarter. GAAP EPS from continuing operations was $0.12 per share in the quarter, compared to $0.24 for the same quarter a year ago.
For the year ended December 31, 2013, revenues were $2.34 billion, a 12% increase relative to the prior year. Adjusted EBITDA was $185.5 million, up 22%. Adjusted EPS was $2.15, up 31% versus the prior year. GAAP EPS from continuing operations for the year was a loss of $0.46, compared to a loss of $0.08 in the prior year and was negatively impacted by accelerated amortization of intangible assets and one-time re-branding related costs in connection with the re-branding of the Company's residential real estate services operations to "FirstService Residential".
"FirstService finished the year strongly, posting record quarterly and full year results. Colliers International continued to bolster its global platform making excellent progress operationally and financially with substantial growth in profits and margins to record levels," said Jay S. Hennick, Founder and Chief Executive Officer of FirstService. "FirstService Residential delivered solid year over year growth while dedicating considerable time, effort and financial resources to its bold re-branding initiative opening a new chapter in the story of North America's largest manager of residential communities. FirstService Brands also delivered robust growth in both revenue and profits over the prior year benefiting from increased consumer spending as the US economy continues to recover," he added. "With our current momentum across all of our service lines, FirstService is better positioned today, than ever before, to continue creating value for our shareholders in the years ahead," he concluded.
John Friedrichsen, Senior Vice President and Chief Financial Officer of FirstService Corporation said "With our strong financial performance and the sale of our foreclosure services business, we finished the year with a leverage ratio of 1.2 times (expressed in terms of net debt to EBITDA) providing us with a strong balance sheet, low cost of capital and ample liquidity to support our future growth."
About FirstService Corporation
FirstService Corporation is a global leader in the rapidly growing real estate services sector, one of the largest markets in the world. As one of the largest property managers in the world, FirstService manages more than 2.5 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 services; FirstService Residential, North America's largest manager of residential communities; and FirstService Brands, one of North America's largest providers of essential property services delivered through company-owned operations and franchise systems.
FirstService generates over US$2.3 billion in annual revenues and has more than 24,000 employees worldwide. More information about FirstService is available at www.firstservice.com
Segmented Fourth Quarter Results
Colliers International revenues totalled $436.6 million for the fourth quarter, compared to $369.9 million in the prior year quarter, up 21%. The revenue increase was comprised of 14% internal growth and 7% growth from recent acquisitions. Internal growth was led by the Europe and Asia Pacific regions, both of which had strong year over year gains in investment sales, leasing and consulting. Adjusted EBITDA was $61.7 million, up 44% versus the prior year quarter, at a margin of 14.1%, up 250 basis points over the prior year period.
FirstService Residential revenues totalled $219.1 million for the fourth quarter, up 9% relative to the prior year quarter. The revenue increase was comprised of 8% internal growth from new property management contract wins and 1% from recent acquisitions. Adjusted EBITDA was $11.9 million, up 5% versus the prior year period.
FirstService Brands revenues totalled $36.0 million, up 8% versus the prior year period. Adjusted EBITDA for the quarter was $7.1 million, up 17% versus the prior year quarter, at a margin of 19.6%, up 160 basis points over the prior year period. Each of the franchise brands reported strong increases in system-wide sales and royalties.
Corporate costs were $7.4 million in the fourth quarter, relative to $2.8 million in the prior year period, primarily attributable to increased performance-based compensation expense in the current year, relative to the prior year.
Segmented Full Year Results
Colliers International annual revenues for 2013 totalled $1.32 billion, compared to $1.17 billion in the prior year, up 14%. The revenue increase was comprised of 8% internal growth and 6% growth from recent acquisitions. Adjusted EBITDA for 2013 was $116.0 million, up 47% versus the prior year, at a margin of 8.8%, up 210 basis points relative to the prior year, due primarily to increased broker productivity, operating leverage, and the impact of acquisitions.
FirstService Residential revenues were $884.3 million, up 9% relative to 2012, with the increase comprised of 8% internal growth and 1% from acquisitions. Adjusted EBITDA was $57.9 million, down 5% versus the prior year, and was impacted by $6.0 million of re-branding and other related costs incurred during the year.
FirstService Brands revenues for the year totalled $140.3 million, up 12% versus the prior year. Adjusted EBITDA for the year was $28.9 million, up 20% relative to the prior year, due to operating leverage on royalties from increasing system-wide sales at the division's franchise brands.
Corporate costs were $17.3 million for the full year, relative to $11.6 million in the prior year. The current year's results were impacted by increased performance-based compensation costs in accordance with the Company's performance-based compensation plan, relative to the prior year.
Conference Call
FirstService will be holding a conference call on Wednesday, February 12, 2014 at 11:00 a.m. Eastern Time to discuss results for the fourth quarter and full year. 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 consolidated financial statements and MD&A to be made available on SEDAR at www.sedar.com.
Notes
1. Reconciliation of net earnings from continuing operations to adjusted EBITDA:
Adjusted EBITDA is defined as net earnings from continuing operations, 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 and its ability to service debt, as well 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 measure is useful to investors as a reasonable indicator of operating performance because of the low capital intensity of its 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 from continuing operations 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 from continuing operations to adjusted EBITDA appears below.
| Three months ended | Twelve months ended | |||
| (in thousands of US$) | December 31 | December 31 | ||
| 2013 | 2012 | 2013 | 2012 | |
| Net earnings from continuing operations | $ 28,351 | $ 20,557 | $ 47,640 | $ 42,217 |
| Income tax | 16,137 | 10,871 | 22,624 | 21,007 |
| Other expense (income) | 305 | (662) | (1,531) | (2,441) |
| Interest expense, net | 4,220 | 5,064 | 21,501 | 19,565 |
| Operating earnings | 49,013 | 35,830 | 90,234 | 80,348 |
| Depreciation and amortization | 14,620 | 13,674 | 71,995 | 48,155 |
| Acquisition-related items | 2,118 | 2,856 | 10,498 | 16,326 |
| Stock-based compensation expense | 7,526 | 4,985 | 12,734 | 7,434 |
| Adjusted EBITDA | $ 73,277 | $ 57,345 | $ 185,461 | $ 152,263 |
2. Reconciliation of net earnings (loss) attributable to common shareholders and net earnings (loss) per common share from continuing operations to adjusted net earnings and adjusted net earnings per share:
Adjusted net earnings per share is defined as diluted net earnings (loss) per common share from continuing operations, adjusted for the effect, after income tax, of: (i) the non-controlling interest redemption increment; (ii) acquisition-related items; (iii) amortization of intangible assets recognized in connection with acquisitions; and (iv) stock-based compensation expense. 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 from continuing operations, 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 diluted net earnings (loss) per common share from continuing operations to adjusted net earnings per share appears below.
| Three months ended | Twelve months ended | |||
| (in thousands of US$) | December 31 | December 31 | ||
| 2013 | 2012 | 2013 | 2012 | |
| Net earnings (loss) attributable to common shareholders | $ 1,220 | $ 4,294 | $ (21,185) | $ (3,753) |
| Non-controlling interest redemption increment | 18,373 | 7,290 | 41,430 | 21,131 |
| Company share of net (earnings) loss from discontinued operations, net of tax | 2,952 | 3,018 | 5,997 | 1,328 |
| Acquisition-related items | 2,118 | 2,856 | 10,498 | 16,326 |
| Amortization of intangible assets (1) | 6,007 | 4,356 | 37,213 | 17,461 |
| Stock-based compensation expense | 7,525 | 4,985 | 12,734 | 7,434 |
| Income tax on adjustments | (2,281) | (3,089) | (11,025) | (8,643) |
| Non-controlling interest on adjustments | (910) | (283) | (4,078) | (1,368) |
| Adjusted net earnings | $ 35,004 | $ 23,427 | $ 71,584 | $ 49,916 |
| Three months ended | Twelve months ended | |||
| (in US$) | December 31 | December 31 | ||
| 2013 | 2012 | 2013 | 2012 | |
| Diluted net earnings (loss) per common share from continuing operations | $ 0.12 | $ 0.24 | $ (0.46) | $ (0.08) |
| Non-controlling interest redemption increment | 0.51 | 0.24 | 1.25 | 0.69 |
| Acquisition-related items | 0.05 | 0.09 | 0.30 | 0.51 |
| Amortization of intangible assets, net of tax (1) | 0.10 | 0.09 | 0.73 | 0.36 |
| Stock-based compensation expense, net of tax | 0.19 | 0.11 | 0.33 | 0.16 |
| Adjusted net earnings per share | $ 0.97 | $ 0.77 | $ 2.15 | $ 1.64 |
(1) Amortization of intangible assets for the year ended December 31, 2013 includes $11,153 ($0.26 per share) of accelerated amortization related to legacy regional trademarks and trade names in connection with Residential Real Estate Services re-branding.
| FIRSTSERVICE CORPORATION | ||||
| Operating Results | ||||
| (in thousands of US dollars, except per share amounts) | ||||
| Three months | Twelve months | |||
| ended December 31 | ended December 31 | |||
| (unaudited) | 2013 | 2012 | 2013 | 2012 |
| Revenues | $ 691,732 | $ 604,119 | $ 2,343,634 | $ 2,110,466 |
| Cost of revenues | 424,913 | 385,708 | 1,509,882 | 1,362,980 |
| Selling, general and administrative expenses | 201,068 | 166,051 | 661,025 | 602,657 |
| Depreciation | 8,613 | 9,318 | 34,782 | 30,694 |
| Amortization of intangible assets | 6,007 | 4,356 | 37,213 | 17,461 |
| Acquisition-related items (1) | 2,118 | 2,856 | 10,498 | 16,326 |
| Operating earnings | 49,013 | 35,830 | 90,234 | 80,348 |
| Interest expense, net | 4,220 | 5,064 | 21,501 | 19,565 |
| Other expense (income) | 305 | (662) | (1,531) | (2,441) |
| Earnings before income tax | 44,488 | 31,428 | 70,264 | 63,224 |
| Income tax | 16,137 | 10,871 | 22,624 | 21,007 |
| Net earnings from continuing operations | 28,351 | 20,557 | 47,640 | 42,217 |
| Discontinued operations, net of income tax (2) | (2,952) | (3,018) | (5,997) | (1,328) |
| Net earnings | 25,399 | 17,539 | 41,643 | 40,889 |
| Non-controlling interest share of earnings | 5,806 | 3,667 | 18,252 | 13,908 |
| Non-controlling interest redemption increment | 18,373 | 7,290 | 41,430 | 21,131 |
| Net earnings (loss) attributable to Company | 1,220 | 6,582 | (18,039) | 5,850 |
| Preferred share dividends | -- | 2,288 | 3,146 | 9,603 |
| Net earnings (loss) attributable to common shareholders | $ 1,220 | $ 4,294 | $ (21,185) | $ (3,753) |
| Net earnings (loss) per common share | ||||
| Basic | ||||
| Continuing operations | $ 0.12 | $ 0.24 | $ (0.46) | $ (0.08) |
| Discontinued operations | (0.09) | (0.10) | (0.18) | (0.04) |
| $ 0.03 | $ 0.14 | $ (0.64) | $ (0.12) | |
| Diluted | ||||
| Continuing operations | $ 0.12 | $ 0.24 | $ (0.46) | $ (0.08) |
| Discontinued operations | (0.09) | (0.10) | (0.18) | (0.04) |
| $ 0.03 | $ 0.14 | $ (0.64) | $ (0.12) | |
| Adjusted net earnings per share (3) | $ 0.97 | $ 0.77 | $ 2.15 | $ 1.64 |
| Weighted average common shares (thousands) | ||||
| Basic | 35,709 | 30,064 | 32,928 | 30,026 |
| Diluted | 36,148 | 30,419 | 33,262 | 30,376 |
(1) Acquisition-related items include contingent acquisition consideration fair value adjustments, contingent acquisition consideration-related compensation expense, settlements of contingent liabilities of acquired entities initially recognized at the acquisition date and transaction costs.
(2) Discontinued operations include Field Asset Services (sold on September 30, 2013) and the residential rental operations (held for sale as of December 31, 2013).
(3) See definition and reconciliation above.
| Condensed Consolidated Balance Sheets | ||
| (in thousands of US dollars) | ||
| (unaudited) | December 31, 2013 | December 31, 2012 |
| Assets | ||
| Cash and cash equivalents | $ 142,704 | $ 108,684 |
| Restricted cash | 5,613 | 3,649 |
| Accounts receivable | 371,423 | 328,455 |
| Other current assets | 71,582 | 51,618 |
| Deferred income tax | 23,938 | 18,135 |
| Current assets | 615,260 | 510,541 |
| Other non-current assets | 19,711 | 20,300 |
| Deferred income tax | 102,629 | 99,464 |
| Fixed assets | 101,554 | 107,011 |
| Goodwill and intangible assets | 604,357 | 580,594 |
| Total assets | $ 1,443,511 | $ 1,317,910 |
| Liabilities and shareholders' equity | ||
| Accounts payable and accrued liabilities | $ 485,436 | $ 401,805 |
| Other current liabilities | 39,943 | 27,054 |
| Long-term debt - current | 44,785 | 39,038 |
| Current liabilities | 570,164 | 467,897 |
| Long-term debt - non-current | 328,009 | 298,167 |
| Convertible debentures | -- | 77,000 |
| Other liabilities | 43,051 | 48,259 |
| Deferred income tax | 31,165 | 34,683 |
| Redeemable non-controlling interests | 222,073 | 147,751 |
| Shareholders' equity | 249,049 | 244,153 |
| Total liabilities and equity | $ 1,443,511 | $ 1,317,910 |
| Supplemental balance sheet information | ||
| Total debt | $ 372,794 | $ 414,205 |
| Total debt, net of cash | 230,090 | 305,521 |
| Condensed Consolidated Statements of Cash Flows | ||||
| (in thousands of US dollars) | ||||
| Three months ended | Twelve months ended | |||
| December 31 | December 31 | |||
| (unaudited) | 2013 | 2012 | 2013 | 2012 |
| Cash provided by (used in) | ||||
| Operating activities | ||||
| Net earnings | $ 25,399 | $ 17,539 | $ 41,643 | $ 40,889 |
| Items not affecting cash: | ||||
| Depreciation and amortization | 14,677 | 16,067 | 75,352 | 53,502 |
| Deferred income tax | 480 | (1,186) | (23,868) | (18,660) |
| Other | (1,277) | 1,132 | 5,598 | 5,106 |
| 39,279 | 33,552 | 98,725 | 80,837 | |
| Changes in operating assets and liabilities | 61,093 | 50,595 | 17,552 | 22,154 |
| Net cash provided by operating activities | 100,372 | 84,147 | 116,277 | 102,991 |
| Investing activities | ||||
| Acquisition of businesses, net of cash acquired | (2,474) | (4,774) | (37,735) | (19,153) |
| Disposal of business, net of cash disposed | -- | -- | 49,460 | -- |
| Purchases of fixed assets | (13,070) | (21,774) | (34,824) | (44,395) |
| Other investing activities | (1,812) | 1,120 | (4,198) | 1,694 |
| Net cash used in investing activities | (17,356) | (25,428) | (27,297) | (61,854) |
| Financing activities | ||||
| (Decrease) increase in long-term debt, net | (94,690) | (19,447) | 35,453 | 19,235 |
| Purchases of non-controlling interests (net) | (3,808) | (2,265) | (5,704) | (6,432) |
| Dividends paid to preferred shareholders | -- | (2,288) | (2,537) | (9,603) |
| Dividends paid to common shareholders | (3,564) | -- | (6,890) | -- |
| Redemption of preferred shares | -- | -- | (39,232) | -- |
| Other financing activities | (4,083) | (10,853) | (29,268) | (35,339) |
| Net cash used in financing activities | (106,145) | (34,853) | (48,178) | (32,139) |
| Effect of exchange rate changes on cash | (1,288) | 497 | (6,782) | 1,887 |
| (Decrease) increase in cash and cash equivalents | (24,417) | 24,363 | 34,020 | 10,885 |
| Cash and cash equivalents, beginning of period | 167,121 | 84,321 | 108,684 | 97,799 |
| Cash and cash equivalents, end of period | $ 142,704 | $ 108,684 | $ 142,704 | $ 108,684 |
| Segmented Results | |||||
| (in thousands of US dollars) | |||||
| Commercial | Residential | ||||
| Real Estate | Real Estate | Property | |||
| (unaudited) | Services | Services | Services | Corporate | Consolidated |
| Three months ended December 31 | |||||
| 2013 | |||||
| Revenues | $ 436,593 | $ 219,090 | $ 35,976 | $ 73 | $ 691,732 |
| Adjusted EBITDA | 61,672 | 11,907 | 7,051 | (7,353) | 73,277 |
| Operating earnings | 44,640 | 8,297 | 4,347 | (8,271) | 49,013 |
| 2012 | |||||
| Revenues | $ 369,873 | $ 200,749 | $ 33,441 | $ 56 | $ 604,119 |
| Adjusted EBITDA | 42,754 | 11,360 | 6,024 | (2,793) | 57,345 |
| Operating earnings | 28,588 | 5,997 | 4,768 | (3,523) | 35,830 |
| Commercial | Residential | ||||
| Real Estate | Real Estate | Property | |||
| Services | Services | Services | Corporate | Consolidated | |
| Year ended December 31 | |||||
| 2013 | |||||
| Revenues | $ 1,318,779 | $ 884,334 | $ 140,317 | $ 204 | $ 2,343,634 |
| Adjusted EBITDA (1) | 116,003 | 57,878 | 28,878 | (17,298) | 185,461 |
| Operating earnings (2) | 60,663 | 30,509 | 20,305 | (21,243) | 90,234 |
| 2012 | |||||
| Revenues | $ 1,170,427 | $ 814,617 | $ 125,204 | $ 218 | $ 2,110,466 |
| Adjusted EBITDA | 78,949 | 60,818 | 24,113 | (11,617) | 152,263 |
| Operating earnings | 33,796 | 42,574 | 18,991 | (15,013) | 80,348 |
(1) Adjusted EBITDA for the Residential Real Estate Services segment for the year ended December 31, 2013 includes $6,000 of re-branding related costs.
(2) Operating earnings for the Residential Real Estate Services segment for the year ended December 31, 2013 includes $11,153 of accelerated amortization related to legacy regional trademarks and trade names in connection with re-branding and $6,000 of re-branding related costs.
CONTACT: COMPANY CONTACTS:
Jay S. Hennick
Founder & CEO
D. Scott Patterson
President & COO
John B. Friedrichsen
Senior Vice President & CFO
(416) 960-9500