EXHIBIT 99.3
| FIRSTSERVICE CORPORATION | ||
| Date: February 10, 2015 | /s/ John B. Friedrichsen | |
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Name: John B. Friedrichsen
Title: Senior Vice President and Chief Financial Officer
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| Exhibit | Description of Exhibit |
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99.1
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Press release dated February 10, 2015 regarding declaration of quarterly dividend on common shares.
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99.2
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Press release dated February 10, 2015 regarding plan to separate into two independent public companies.
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99.3
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Presentation dated February 10, 2015 regarding plan to separate into two independent public companies.
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99.4
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Press release dated February 10, 2015 regarding financial results for the quarter ended December 31, 2014.
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EXHIBIT 99.1
TORONTO, Feb. 10, 2015 (GLOBE NEWSWIRE) -- FirstService Corporation (TSX:FSV) (Nasdaq:FSRV) ("FirstService") announced today that its board of directors has declared a quarterly dividend on the outstanding Subordinate Voting Shares and Multiple Voting Shares (together, the "Common Shares") of FirstService of US$0.10 per Common Share. The dividend is payable on April 7, 2015 to holders of Common Shares of record at the close of business on March 31, 2015. The dividend is an "eligible dividend" for Canadian income tax purposes.
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$2.7 billion in annual revenues and has more than 24,000 employees worldwide. With significant insider ownership and an experienced management team, FirstService has a long-term track record of creating value and superior returns for shareholders since becoming a publicly listed company in 1993. The shares of FirstService trade on the NASDAQ under the symbol "FSRV" and on the Toronto Stock Exchange under the symbol "FSV". More information about FirstService is available at www.firstservice.com
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).
CONTACT: COMPANY CONTACTS:
Jay S. Hennick
Founder & CEO
John B. Friedrichsen
Senior Vice President & CFO
(416) 960-9500
EXHIBIT 99.2
TORONTO, Feb. 10, 2015 (GLOBE NEWSWIRE) -- FirstService Corporation (TSX:FSV) (Nasdaq:FSRV) ("FirstService") today announced that its Board of Directors has approved, in principle, a plan to separate FirstService into two independent publicly-traded companies – "Colliers International," one of the top three global leaders in commercial real estate and "FirstService Corporation," the North American leader in residential property management and services. After the separation, FirstService Corporation will be comprised of the current FirstService Residential and FirstService Brands divisions. Each company generates strong cash flow, has compelling growth opportunities and a long history of creating shareholder value. The spin-off transaction, which is being structured as a tax-free distribution to shareholders, will create two strong market leaders with distinct brands, customers, operating characteristics and industry dynamics:
"With significant insider ownership and an experienced management team, FirstService has a long-term track record of creating value and superior returns for shareholders since becoming a publicly listed company in 1993," said Jay Hennick, Founder and Chief Executive Officer. "For more than twenty years FirstService shareholders have enjoyed a compound annual return of more than 20% on their investment. In fact, $100,000 invested in FirstService shares when we first listed is worth more than $3.2 million today," he added. "Over the past several years we continued to strengthen and grow our company, expanding operations internally and through acquisitions, extending our geographic reach, divesting non-core assets and undertaking a significant re-branding initiative all while maintaining a strong balance sheet and cash flows," he continued. "Today we are taking the next bold, but logical, step in unlocking even greater value for FirstService shareholders by separating our company into two, billion dollar public companies, Colliers International and FirstService Corporation," he concluded.
The proposed transaction will be implemented through a court-approved Plan of Arrangement (the "Arrangement") and is subject to final approval from FirstService's Board of Directors. FirstService expects that the Arrangement, when completed, will result in the establishment of a new public company that will be named FirstService Corporation ("FirstService Corporation") and the current publicly traded company called FirstService will change its name to Colliers International Group, Inc. ("Colliers International"). The Arrangement is expected to be tax free to shareholders. The intention is for both the subordinate voting shares of Colliers International and FirstService Corporation to be listed on the Toronto Stock Exchange (the "TSX") and the NASDAQ Stock Market ("NASDAQ"), consistent with the current dual listing of FirstService's subordinated voting shares. The Arrangement will also be subject to regulatory, court and shareholder approvals.
Creating two separate and independent publicly traded companies will enable each company and its shareholders to:
Colliers International: A Global Leader in Commercial Real Estate Services
We expect Colliers International to create shareholder value by leveraging its position as a top three global leader in the dynamic commercial real estate services industry. Colliers International has a highly identified and regarded international brand, global scale, a broad portfolio of service offerings, and significant market penetration enabling continued expansion of its platform in more than 60 countries. As a standalone company, we believe that Colliers International will be able to:
FirstService Corporation: The North American Leader in Residential Real Estate Services
We expect FirstService Corporation will create shareholder value by maintaining a leadership position in residential property management services across North America and continuing to provide property services through a network of well-known and market-leading franchise brands delivering a consistent and predictable stream of cash flows with a strong base of contracted revenue. As a standalone company, we believe FirstService Corporation will be able to:
Continuity in Leadership
Upon completion of the Arrangement, shareholders are expected to benefit from the continuity in the quality of management that they have experienced to date. Jay Hennick, currently Founder and Chief Executive Officer, will serve both as Executive Chairman of Colliers International and Chairman of FirstService Corporation while John Friedrichsen, currently Chief Financial Officer, will serve as Chief Financial Officer of Colliers International. Doug Frye, currently Global President & CEO of Colliers International will retain his current role and leadership of the executive team in charge of operations as will Dylan Taylor, currently Global COO of Colliers International. Scott Patterson, currently COO, will serve as CEO of FirstService Corporation and Jeremy Rakusin, currently Vice President Strategy & Corporate Development will serve as Chief Financial Officer of FirstService Corporation.
Further details concerning the composition of the Boards of Directors of FirstService Corporation and Colliers International will be provided at a later date, though it is anticipated that substantial continuity in the composition of the current Board of Directors will be maintained.
Financial and Legal Advisors
To advise on the Arrangement, William Blair & Company has been retained as financial advisor to the Board of Directors of FirstService, while BMO Capital Markets has been retained as as Canadian equity capital markets advisor to the Company, PwC as tax advisor and Fogler, Rubinoff LLP as legal counsel.
Conference Call & Presentation
FirstService will be holding a conference call on Wednesday, February 11, 2015 at 11:00 a.m. Eastern Time to review the proposed separation, as well as to discuss its fourth quarter and full year results for 2014, which were announced in a separate press release today. FirstService has posted a presentation in the Investors / Newsroom section of its website that provides an overview of the separation. 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.
About FirstService
FirstService is a global leader in the rapidly growing real estate services sector, one of the largest markets 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 individually branded franchise systems and company-owned operations.
FirstService generates more than US$2.7 billion in annual revenues and has more than 24,000 employees world-wide. With significant insider ownership and an experienced management team, FirstService has a long-term track record of creating value and superior returns for shareholders since becoming a publically listed company in 1993. The subordinate voting shares of FirstService trade on the NASDAQ under the symbol "FSRV" and on the TSX under the symbol "FSV". More information is available at www.firstservice.com.
Advisory Regarding Forward-Looking Statements
Information in this press release that is not a historical fact is "forward-looking information". Words such as "plans", "intends", "outlook", "expects", "anticipates", "estimates", "believes", "likely", "should", "could", "will", "may" and similar expressions are intended to identify statements containing forward-looking information. Forward-looking information in this press release is based on current objectives, strategies, expectations and assumptions which management considers appropriate and reasonable at the time, including, but not limited to, general economic and industry growth rates, currency exchange and interest rates, competitive intensity and shareholder and regulatory approvals.
By its nature, forward-looking information is subject to risks and uncertainties which may be beyond the ability of FirstService to control or predict. The actual results, performance or achievements of Colliers International or FirstService Corporation could differ materially from those expressed or implied by forward-looking information. Factors that could cause actual results, performance, achievements or events to differ from current expectations include, among others, risks and uncertainties related to: obtaining approvals, rulings, court orders and consents, or satisfying other requirements, necessary or desirable to permit or facilitate completion of the Arrangement (including regulatory and shareholder approvals); future factors that may arise making it inadvisable to proceed with, or advisable to delay, all or part of the Arrangement; the operations and financial condition of Colliers International and FirstService Corporation as separately traded public companies, including the reduced industry and geographical diversification resulting from this separation; the impact of the Arrangement on the trading prices for, and market for trading in, the shares of FirstService, Colliers International and FirstService Corporation; the potential for significant tax liability for a violation of the tax-deferred spinoff rules; the potential benefits of the Arrangement; business cycles, including general economic conditions in the countries in which Colliers International and FirstService Corporation operate, which will, among other things, impact demand for services and the cost of providing services; the ability of each of Colliers International and FirstService Corporation to implement its business strategy, including their ability to acquire suitable acquisition candidates on acceptable terms and successfully integrate newly acquired businesses with its existing businesses; changes in or the failure to comply with government regulations; changes in foreign exchange rates; increased competition; credit of third parties; changes in interest rates; and the availability of financing. Additional information on certain of these factors and other risks and uncertainties that could cause actual results or events to differ from current expectations can be found in FirstService's Annual Information Form for the year ended December 31, 2013 under the heading "Risk Factors" (which factors are adopted herein and a copy of which can be obtained at www.sedar.com). Certain risks and uncertainties specific to the proposed Arrangement, Colliers International and FirstService Corporation will be further described in the information circular to be mailed in advance of the shareholder meeting at which the Arrangement will be considered. Other factors, risks and uncertainties not presently known to FirstService or that FirstService currently believes are not material could also cause actual results or events to differ materially from those expressed or implied by statements containing forward-looking information.
Readers are cautioned not to place undue reliance on statements containing forward-looking information that are included in this press release, which are made as of the date of this press release, and not to use such information for anything other than their intended purpose. FirstService disclaims any obligation or intention to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.
CONTACT: COMPANY CONTACTS:
Jay S. Hennick
Founder & CEO
(416) 960-9500
John B. Friedrichsen
Senior Vice President & CFO
(416) 960-9500
EXHIBIT 99.4
Announces plan to separate into two independent public companies: Colliers International and FirstService Corporation
| Operating highlights: | ||||
| Three months ended | Year ended | |||
| December 31 | December 31 | |||
| 2014 | 2013 | 2014 | 2013 | |
| Revenues (millions) | $ 823.8 | $ 691.9 | $ 2,714.3 | $ 2,344.6 |
| Adjusted EBITDA (millions) (note 1) | 80.4 | 72.9 | 221.7 | 183.9 |
| Adjusted EPS (note 2) | 1.16 | 0.96 | 2.73 | 2.13 |
TORONTO, Feb. 10, 2015 (GLOBE NEWSWIRE) -- FirstService Corporation (TSX:FSV) (Nasdaq:FSRV) today announced record fourth quarter and full year results for the year ended December 31, 2014. All amounts are in US dollars and all percentage revenue variances are calculated on a local currency basis.
Revenues for the fourth quarter were $823.8 million, a 22% increase relative to the same quarter in the prior year. Adjusted EBITDA (note 1) was $80.4 million, up 10%, and Adjusted EPS (note 2) was $1.16, up 21% from the prior year quarter. GAAP EPS from continuing operations was $0.45 per share in the quarter, compared to $0.11 for the same quarter a year ago.
For the year ended December 31, 2014, revenues were $2.71 billion, an 18% increase relative to the prior year. Adjusted EBITDA was $221.7 million, up 21%. Adjusted EPS was $2.73, up 28% versus the prior year. GAAP EPS from continuing operations for the year was $1.15, compared to a loss of $0.48 in the prior year. The prior year 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". Cash flow from operations was a record $159.1 million, up 37% versus the prior year.
"We finished 2014 with record results and tremendous opportunities to continue creating value for shareholders," said Jay S. Hennick, Founder and Chief Executive Officer of FirstService. "We also announced an exciting plan to separate the Company into two independent public companies: Colliers International, one of the top three global players in commercial real estate; and FirstService Corporation, the North American leader in residential property management and property services. After the separation, FirstService Corporation will be comprised of the FirstService Residential and FirstService Brands divisions. The spin-off transaction is planned as a tax-free distribution to shareholders and is expected to be completed in the second quarter of 2015."
"I am particularly excited about this important development in the evolution of our company; the creation of two, billion dollar real estate service companies. Each company has a distinct brand, customers and industry dynamics. By separating, each company will be able to intensify its focus on core markets and customers and have the flexibility to pursue independent value creation strategies while optimizing its capital structure and financial resources. For shareholders, the separation creates two different yet compelling investment opportunities attracting appropriate investors and offering better comparability with publically traded peers. Operationally, I will assume the role of Executive Chairman of Colliers and Chairman of FirstService and will continue to control and provide oversight and stewardship of both companies over the long-term. Scott Patterson will take on the role of CEO of FirstService, John Friedrichsen will become the CFO of Colliers and other key executives will remain in place," he concluded.
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$2.7 billion in annual revenues and has more than 24,000 employees worldwide. With significant insider ownership and an experienced management team, FirstService has a long-term track record of creating value and superior returns for shareholders since becoming a publicly listed company in 1993. The shares of FirstService trade on the NASDAQ under the symbol "FSRV" and on the Toronto Stock Exchange under the symbol "FSV". More information about FirstService is available at www.firstservice.com
Segmented Fourth Quarter Results
Colliers International revenues totalled $541.6 million for the fourth quarter, compared to $433.3 million in the prior year quarter, up 28%. The revenue increase was comprised of 20% internal growth and 8% growth from recent acquisitions. Internal growth was led by the EMEA and Asia Pacific regions, both of which had strong year over year gains in investment sales, leasing and consulting. Adjusted EBITDA was $72.4 million, up 18% versus the prior year quarter.
FirstService Residential revenues totalled $227.9 million for the fourth quarter, up 10% relative to the prior year quarter. The revenue increase was comprised of 7% internal growth from new property management contract wins and 3% from recent acquisitions. Adjusted EBITDA was $6.9 million, versus $10.5 million in the prior year period. Results were impacted by significantly higher employee medical benefits costs in the US during 2014.
FirstService Brands revenues totalled $54.3 million, up 8% versus the prior year period. The increase was comprised of 5% internal growth and 3% from recent acquisitions. Adjusted EBITDA for the quarter was $9.0 million, up 7% versus the prior year quarter. Each of the franchise brands reported strong increases in system-wide sales and royalties.
Corporate costs were $7.9 million in the fourth quarter, relative to $7.4 million in the prior year period.
Segmented Full Year Results
Colliers International annual revenues for 2014 totalled $1.58 billion, compared to $1.31 billion in the prior year, up 24%. The revenue increase was comprised of 16% internal growth and 8% growth from acquisitions. Adjusted EBITDA for 2014 was $157.4 million, up 38% versus the prior year, with margins up 110 basis points due to increased broker productivity and operating leverage.
FirstService Residential revenues were $919.5 million, up 9% relative to 2013, with the increase comprised of 7% internal growth and 2% from acquisitions. Adjusted EBITDA was $45.6 million, down 14% versus the prior year, and was impacted by $9.0 million of incremental US employee medical benefits costs incurred during the year. The Company has redesigned its health plans and adjusted cost sharing with clients and employees effective January 1, 2015, with the result that costs will return to a normalized burden rate for 2015 and beyond.
FirstService Brands revenues for the year totalled $212.5 million, up 11% versus the prior year, comprised of internal growth of 9% and 2% from acquisitions. Adjusted EBITDA for the year was $37.8 million, up 13% 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 $19.0 million for the full year, relative to $17.3 million in the prior year.
Stock Repurchases
During the fourth quarter, the Company repurchased 162,300 Subordinate Voting Shares on the open market under its Normal Course Issuer Bid ("NCIB") at an average price of $52.46 per share. All shares purchased under the NCIB were cancelled. The Company is authorized to repurchase up to an additional 2,627,073 Subordinate Voting Shares under its NCIB, which expires on June 8, 2015.
Appointment of Director
On February 10, 2015, John (Jack) P. Curtin was appointed to the Board of Directors of the Company, and will also serve as a member of the Audit Committee. Mr. Curtin is an Advisory Director in the Investment Banking Division of Goldman Sachs & Co. in Toronto and New York, and prior to December 2014 served as Chairman and CEO of Goldman Sachs Canada Inc.
Plan to Separate into Two Independent Public Companies
FirstService separately announced today that its Board of Directors has approved, in principle, a plan to separate into two independent public companies: Colliers International, one of the top three global leaders in commercial real estate; and FirstService Corporation, to be comprised of the Company's FirstService Residential and FirstService Brands operations. The separation is being planned as a spin-off, resulting in a tax-free distribution of shares to shareholders. The plan, which is subject to the Company obtaining tax rulings, regulatory approval and shareholder approval, is expected to be completed in the second quarter of 2015.
Conference Call & Presentation
FirstService will be holding a conference call on Wednesday, February 11, 2015 at 11:00 a.m. Eastern Time to discuss results for the fourth quarter and full year, as well as the planned separation into two independent public companies. The Company has posted a presentation in the Investors / Newsroom section of its website that provides an overview of the separation. 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 | ||
| 2014 | 2013 | 2014 | 2013 | |
| Net earnings from continuing operations | $ 37,798 | $ 28,055 | $ 89,399 | $ 46,601 |
| Income tax | 10,660 | 16,054 | 31,799 | 22,204 |
| Other expense (income) | 25 | 312 | (1,008) | (1,524) |
| Interest expense, net | 4,403 | 4,220 | 14,237 | 21,499 |
| Operating earnings | 52,886 | 48,641 | 134,427 | 88,780 |
| Depreciation and amortization | 18,250 | 14,592 | 62,410 | 71,882 |
| Acquisition-related items | 5,870 | 2,118 | 11,825 | 10,498 |
| Stock-based compensation expense | 3,414 | 7,526 | 13,083 | 12,733 |
| Adjusted EBITDA | $ 80,420 | $ 72,877 | $ 221,745 | $ 183,893 |
2. Reconciliation of net earnings from continuing operations and net earnings (loss) per common share from continuing operations to adjusted net earnings and adjusted net earnings per share:
Adjusted EPS 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 EPS 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 EPS appears below.
| Three months ended | Twelve months ended | |||
| (in thousands of US$) | December 31 | December 31 | ||
| 2014 | 2013 | 2014 | 2013 | |
| Net earnings from continuing operations | $ 37,798 | $ 28,055 | $ 89,399 | $ 46,601 |
| Non-controlling interest share of earnings | (8,437) | (5,749) | (28,200) | (18,027) |
| Preferred share dividends | -- | -- | -- | (3,146) |
| Acquisition-related items | 5,870 | 2,118 | 11,825 | 10,498 |
| Amortization of intangible assets (1) | 6,303 | 5,989 | 24,293 | 37,141 |
| Stock-based compensation expense | 3,414 | 7,526 | 13,083 | 12,731 |
| Income tax on adjustments | (2,532) | (2,275) | (9,724) | (11,004) |
| Non-controlling interest on adjustments | (553) | (910) | (1,649) | (4,076) |
| Adjusted net earnings | $ 41,863 | $ 34,754 | $ 99,027 | $ 70,718 |
| Three months ended | Twelve months ended | |||
| (in US$) | December 31 | December 31 | ||
| 2014 | 2013 | 2014 | 2013 | |
| Diluted net earnings (loss) per common share from continuing operations | $ 0.45 | $ 0.11 | $ 1.15 | $ (0.48) |
| Non-controlling interest redemption increment | 0.36 | 0.51 | 0.53 | 1.25 |
| Acquisition-related items | 0.16 | 0.05 | 0.31 | 0.30 |
| Amortization of intangible assets, net of tax (1) | 0.11 | 0.10 | 0.43 | 0.73 |
| Stock-based compensation expense, net of tax | 0.08 | 0.19 | 0.31 | 0.33 |
| Adjusted earnings per share | $ 1.16 | $ 0.96 | $ 2.73 | $ 2.13 |
| (1) Amortization of intangible assets for the year ended December 31, 2013 includes $11,153 ($0.26 per share) of accelerated amortization related to legacy regional trademarks and trade names in connection with Residential Real Estate Services re-branding. | ||||
| FIRSTSERVICE CORPORATION | ||||
| Operating Results | ||||
| (in thousands of US$, except per share amounts) | ||||
| Three months | Twelve months | |||
| ended December 31 | ended December 31 | |||
| (unaudited) | 2014 | 2013 | 2014 | 2013 |
| Revenues | $ 823,826 | $ 691,857 | $ 2,714,273 | $ 2,344,625 |
| Cost of revenues | 521,375 | 428,309 | 1,747,175 | 1,523,277 |
| Selling, general and administrative expenses | 225,446 | 198,197 | 758,436 | 650,188 |
| Depreciation | 11,946 | 8,603 | 38,117 | 34,741 |
| Amortization of intangible assets | 6,303 | 5,989 | 24,293 | 37,141 |
| Acquisition-related items (1) | 5,870 | 2,118 | 11,825 | 10,498 |
| Operating earnings | 52,886 | 48,641 | 134,427 | 88,780 |
| Interest expense, net | 4,403 | 4,220 | 14,237 | 21,499 |
| Other expense (income) | 25 | 312 | (1,008) | (1,524) |
| Earnings before income tax | 48,458 | 44,109 | 121,198 | 68,805 |
| Income tax | 10,660 | 16,054 | 31,799 | 22,204 |
| Net earnings from continuing operations | 37,798 | 28,055 | 89,399 | 46,601 |
| Discontinued operations, net of income tax (2) | 593 | (2,713) | 1,537 | (5,183) |
| Net earnings | 38,391 | 25,342 | 90,936 | 41,418 |
| Non-controlling interest share of earnings | 8,437 | 5,749 | 28,200 | 18,027 |
| Non-controlling interest redemption increment | 12,980 | 18,373 | 19,420 | 41,430 |
| Net earnings (loss) attributable to Company | 16,974 | 1,220 | 43,316 | (18,039) |
| Preferred share dividends | -- | -- | -- | 3,146 |
| Net earnings (loss) attributable to common shareholders | $ 16,974 | $ 1,220 | $ 43,316 | $ (21,185) |
| Net earnings (loss) per common share | ||||
| Basic | ||||
| Continuing operations | $ 0.46 | $ 0.11 | $ 1.16 | $ (0.48) |
| Discontinued operations | 0.01 | (0.08) | 0.04 | (0.16) |
| $ 0.47 | $ 0.03 | $ 1.20 | $ (0.64) | |
| Diluted | ||||
| Continuing operations | $ 0.45 | $ 0.11 | $ 1.15 | $ (0.48) |
| Discontinued operations | 0.01 | (0.08) | 0.04 | (0.16) |
| $ 0.46 | $ 0.03 | $ 1.19 | $ (0.64) | |
| Adjusted earnings per share (3) | $ 1.16 | $ 0.96 | $ 2.73 | $ 2.13 |
| Weighted average common shares (thousands) | ||||
| Basic | 35,829 | 35,709 | 35,917 | 32,928 |
| Diluted | 36,188 | 36,148 | 36,309 | 33,262 |
| (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 a commercial real estate consulting business which was sold in July 2014; the REO rental operation which was sold in April 2014 and Field Asset Services which was sold in September 2013. | ||||
| (3) See definition and reconciliation above. | ||||
| Condensed Consolidated Balance Sheets | ||
| (in thousands of US$) | ||
| (unaudited) | December 31, 2014 | December 31, 2013 |
| Assets | ||
| Cash and cash equivalents | $ 156,793 | $ 142,704 |
| Restricted cash | 3,657 | 5,613 |
| Accounts receivable | 409,317 | 371,423 |
| Other current assets | 92,429 | 71,582 |
| Deferred income tax | 45,623 | 23,938 |
| Current assets | 707,819 | 615,260 |
| Other non-current assets | 26,332 | 19,711 |
| Deferred income tax | 83,639 | 102,629 |
| Fixed assets | 120,394 | 101,554 |
| Goodwill and intangible assets | 701,243 | 604,357 |
| Total assets | $ 1,639,427 | $ 1,443,511 |
| Liabilities and shareholders' equity | ||
| Accounts payable and accrued liabilities | $ 553,139 | $ 485,436 |
| Other current liabilities | 40,624 | 39,943 |
| Long-term debt - current | 36,396 | 44,785 |
| Current liabilities | 630,159 | 570,164 |
| Long-term debt - non-current | 456,952 | 328,009 |
| Other liabilities | 51,904 | 43,051 |
| Deferred income tax | 36,205 | 31,165 |
| Redeemable non-controlling interests | 230,992 | 222,073 |
| Shareholders' equity | 233,215 | 249,049 |
| Total liabilities and equity | $ 1,639,427 | $ 1,443,511 |
| Supplemental balance sheet information | ||
| Total debt | $ 493,348 | $ 372,794 |
| Total debt, net of cash | 336,555 | 230,090 |
| Condensed Consolidated Statements of Cash Flows | ||||
| (in thousands of US$) | ||||
| Three months ended | Twelve months ended | |||
| December 31 | December 31 | |||
| (unaudited) | 2014 | 2013 | 2014 | 2013 |
| Cash provided by (used in) | ||||
| Operating activities | ||||
| Net earnings | $ 38,391 | $ 25,342 | $ 90,936 | $ 41,418 |
| Items not affecting cash: | ||||
| Depreciation and amortization | 18,252 | 14,677 | 62,516 | 75,352 |
| Deferred income tax | (551) | 480 | (991) | (23,868) |
| Other | 1,312 | (1,220) | (1,678) | 5,823 |
| 57,404 | 39,279 | 150,783 | 98,725 | |
| Changes in operating assets and liabilities | 69,902 | 61,093 | 8,285 | 17,552 |
| Net cash provided by operating activities | 127,306 | 100,372 | 159,068 | 116,277 |
| Investing activities | ||||
| Acquisition of businesses, net of cash acquired | (48,091) | (2,474) | (108,245) | (37,735) |
| Disposal of business, net of cash disposed | -- | -- | 8,373 | 49,460 |
| Purchases of fixed assets | (16,562) | (13,070) | (52,506) | (34,824) |
| Other investing activities | (3,097) | (1,812) | (3,799) | (4,198) |
| Net cash used in investing activities | (67,750) | (17,356) | (156,177) | (27,297) |
| Financing activities | ||||
| (Decrease) increase in long-term debt, net | 12,420 | (94,690) | 114,682 | 35,453 |
| Purchases of non-controlling interests, net | (22,675) | (3,808) | (35,601) | (5,704) |
| Dividends paid to preferred shareholders | -- | -- | -- | (2,537) |
| Dividends paid to common shareholders | (3,586) | (3,564) | (14,361) | (6,890) |
| Redemption of preferred shares | -- | -- | -- | (39,232) |
| Repurchases of subordinate voting shares | (8,513) | -- | (28,868) | (14,554) |
| Other financing activities | (3,802) | (4,083) | (16,749) | (14,714) |
| Net cash (used in) provided by financing activities | (26,156) | (106,145) | 19,103 | (48,178) |
| Effect of exchange rate changes on cash | (6,612) | (1,288) | (7,905) | (6,782) |
| Increase (decrease) in cash and cash equivalents | 26,788 | (24,417) | 14,089 | 34,020 |
| Cash and cash equivalents, beginning of period | 130,005 | 167,121 | 142,704 | 108,684 |
| Cash and cash equivalents, end of period | $ 156,793 | $ 142,704 | $ 156,793 | $ 142,704 |
| Segmented Results | |||||
| (in thousands of US$) | |||||
| Commercial | Residential | ||||
| Real Estate | Real Estate | Property | |||
| (unaudited) | Services | Services | Services | Corporate | Consolidated |
| Three months ended December 31 | |||||
| 2014 | |||||
| Revenues | $ 541,576 | $ 227,870 | $ 54,304 | $ 76 | $ 823,826 |
| Adjusted EBITDA | 72,414 | 6,909 | 9,037 | (7,940) | 80,420 |
| Operating earnings | 55,005 | 475 | 6,972 | (9,566) | 52,886 |
| 2013 | |||||
| Revenues | $ 433,311 | $ 207,996 | $ 50,477 | $ 73 | $ 691,857 |
| Adjusted EBITDA | 61,272 | 10,496 | 8,462 | (7,353) | 72,877 |
| Operating earnings | 44,267 | 7,312 | 5,332 | (8,270) | 48,641 |
| Commercial | Residential | ||||
| Real Estate | Real Estate | Property | |||
| Services | Services | Services | Corporate | Consolidated | |
| Year ended December 31 | |||||
| 2014 | |||||
| Revenues | $ 1,582,039 | $ 919,545 | $ 212,457 | $ 232 | $ 2,714,273 |
| Adjusted EBITDA | 157,406 | 45,611 | 37,759 | (19,031) | 221,745 |
| Operating earnings | 97,180 | 31,379 | 30,559 | (24,691) | 134,427 |
| 2013 | |||||
| Revenues | $ 1,306,334 | $ 844,952 | $ 193,135 | $ 204 | $ 2,344,625 |
| Adjusted EBITDA | 114,435 | 53,235 | 33,521 | (17,298) | 183,893 |
| Operating earnings | 59,209 | 27,613 | 23,201 | (21,243) | 88,780 |
CONTACT: COMPANY CONTACTS:
Jay S. Hennick
Founder & CEO
D. Scott Patterson
President & COO
John B. Friedrichsen
Senior Vice President & CFO
(416) 960-9500