EX-99.1 2 ex991.htm NEWS RELEASE DATED JULY 31, 2007 ex991.htm

 
EXHIBIT 99.1




 
COMPANY CONTACTS:
   
   
Jay S. Hennick
Founder & CEO
 
D. Scott Patterson
President & COO
 
John B. Friedrichsen
Senior Vice President & CFO
 
(416) 960-9500


FOR IMMEDIATE RELEASE

FirstService reports record first quarter results

Investment-grade rated Preferred Shares to be issued August 1, 2007

Increases financial outlook for year ending March 31, 2008

First quarter highlights:
 
Revenues up 29%
 
EBITDA up 26%
 
Adjusted EPS up 23%

TORONTO, Canada, July 31, 2007 - FirstService Corporation (TSX: FSV; Nasdaq: FSRV; preferred shares - TSX: FSV.PR.U) today reported record results for its first quarter ended June 30, 2007 and updated its financial outlook for its fiscal year ending March 31, 2008.  All amounts are in US dollars.

Quarterly revenues were $419.3 million, an increase of 29% relative to the same period last year.  EBITDA (see definition and reconciliation below) increased 26% to $48.4 million, and adjusted net earnings (see definition and reconciliation below) increased to $18.7 million from $15.3 million.  Adjusted diluted earnings per share (see definition and reconciliation below) were $0.58 for the quarter versus $0.47 in the prior year period, up 23%.

“Our first quarter results reflect the benefits of our business model, with a combination of strong internal growth and

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the contribution from recently completed acquisitions”, said Jay S. Hennick, Founder and Chief Executive Officer of FirstService Corporation. “With these results and from growth opportunities on the horizon, we are well positioned to achieve our financial targets for the year ending March 31, 2008”, he added.

About FirstService Corporation
FirstService is a leader in the rapidly growing property services sector, providing services in the following areas: commercial real estate; residential property management; property improvement and integrated security services.  Market-leading brands include Colliers International in commercial real estate; The Continental Group, The Wentworth Group and The Merit Companies in residential property management; California Closets, Paul Davis Restoration, Pillar to Post Home Inspections and CertaPro Painters in property improvement; and Intercon Security and SST in integrated security.

FirstService is a diversified property services company with more than US$1.6 billion in annualized revenues and over 16,000 employees worldwide.  More information about FirstService is available at www.firstservice.com

Segmented Quarterly Results
Revenues in Commercial Real Estate Services totalled $196.8 million for the quarter, an increase of 43%.  Internal growth was 23% and was driven primarily by robust brokerage activity in the Australian and Central European markets.  The balance of the revenue growth was the result of acquisitions, including those completed during the quarter, which contributed 20%.  First quarter EBITDA was $21.6 million, up 34% versus $16.1 million in the year-ago period.

Residential Property Management revenues increased to $134.0 million for the quarter, 29% higher than in the prior year period.  Internal growth of 10% was attributable to significant contractual property management revenue wins in several markets, while the balance of revenue growth resulted from acquisitions in the California and Texas markets completed during the quarter.  EBITDA for the quarter was $13.7 million, up 22% from $11.2 million one year ago.

Revenues in Property Improvement Services totalled $42.8 million, an increase of 3% over the prior year period, attributable to internal growth.  EBITDA in the seasonally strong first quarter was $11.5 million, up 4% from $11.1 million last year.

Integrated Security Services revenues in the first quarter were $45.6 million, an increase of 9% relative to the prior year period, attributable to continuing momentum in systems installation activity.  Quarterly EBITDA was $3.1 million up from $2.1 million in the prior year.


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Quarterly corporate costs were $2.8 million, relative to $3.3 million in the prior year period.  The decrease was attributable to a reduction in Sarbanes-Oxley project consulting costs and lower performance-based compensation accruals.

A comparison of segmented EBITDA to operating earnings is provided below.

Stock Dividend of 7% Cumulative Preferred Shares
The previously announced stock dividend of 7% Cumulative Preferred Shares will be issued to shareholders on August 1, 2007.  The preferred shares will trade on the Toronto Stock Exchange, in US dollars, under the symbol FSV.PR.U.  The preferred shares have been assigned an investment-grade rating of “P-3(low)” by rating agency DBRS. The first quarterly dividend on the preferred shares is expected to be paid on October 1, 2007.

Updated Financial Outlook
In light of the first quarter results and recently announced acquisitions, FirstService is increasing the outlook for fiscal 2008 previously issued on June 25, 2007.
 
(in millions of US dollars, except
per share amounts)
 
Year ending March 31, 2008
 
   
Updated
   
Previous
 
Revenues
  $
1,550 - $1,650
    $
1,525 - $1,625
 
EBITDA
  $
141 - $151
    $
137- $147
 
Adjusted EPS1
  $
1.30 - $1.42
    $
1.25 - $1.37
 
 
Notes:
1.
Adjusted EPS refers to adjusted diluted earnings per share.  The adjustment to EPS eliminates the impact of accelerated amortization of short-lived intangible assets recognized on acquisitions completed in the Company’s Commercial Real Estate Services operations.  Diluted EPS reflects earnings available to common shareholders after preferred share dividends.
2.
The updated outlook assumes (i) no further acquisitions or divestitures completed during the outlook period and (ii) current economic conditions in the markets in which the Company operates remaining unchanged and in particular the market for commercial real estate services.  Actual results may differ materially. The Company undertakes no obligation to continue to update this information.

Conference Call
FirstService will be holding a conference call on Tuesday, July 31, 2007 at 11:00 am Eastern Time to discuss results for the first quarter as well as the updated outlook for fiscal 2008.  The call will be simultaneously web cast and can be accessed live or after the call at www.firstservice.com in the “Investor Relations / News and Media” section.

Forward-looking Statements
This press release includes 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 the Ontario Securities Commission.
 
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FIRSTSERVICE CORPORATION
Condensed Consolidated Statements of Earnings
(in thousands of US dollars, except per share amounts)
(unaudited)

   
Three months ended
June 30
 
   
2007
   
2006
 
             
Revenues
  $
419,312
    $
325,504
 
Cost of revenues
   
255,737
     
205,147
 
Selling, general and administrative expenses
   
116,343
     
83,090
 
Depreciation and amortization other than backlog
   
6,824
     
4,842
 
Amortization of brokerage backlog (1)
   
1,055
     
2,074
 
Operating earnings
   
39,353
     
30,351
 
Other income
    (1,278 )     (2,155 )
Interest expense, net
   
3,309
     
2,736
 
     
37,322
     
29,770
 
Income taxes
   
12,328
     
10,229
 
     
24,994
     
19,541
 
Minority interest share of earnings
   
6,912
     
5,408
 
Net earnings before cumulative effect of change in accounting principle
   
18,082
     
14,133
 
Cumulative effect of change in accounting principle, net of tax (2)
   
-
      (1,353 )
Net earnings
  $
18,082
    $
12,780
 
                 
Net earnings per share
               
  Basic
               
     Before cumulative effect of change in accounting principle
  $
0.61
    $
0.47
 
     Cumulative effect of change in accounting principle
   
-
      (0.04 )
    $
0.61
    $
0.43
 
                 
  Diluted (3)
               
     Before cumulative effect of change in accounting principle
  $
0.56
    $
0.43
 
     Cumulative effect of change in accounting principle
   
-
      (0.04 )
    $
0.56
    $
0.39
 
                 
 
               
Weighted average shares outstanding:                            Basic
   
29,835
     
30,004
 
    (in thousands)                                                             Diluted
   
30,374
     
30,562
 
                 
Net earnings per share, adjusted diluted (4)
  $
0.58
    $
0.47
 

Notes to Condensed Consolidated Statements of Earnings
(1)
Amortization of short-lived brokerage backlog intangible assets recognized upon the acquisitions of Commercial Real Estate Services businesses in the past twelve months.  Brokerage backlog represents the fair value of pending commercial real estate brokerage transactions and listings as at the acquisition date.  Amortization is recorded to coincide with the completion of the related brokerage transactions.
(2)
Cumulative effect of the adoption of SFAS No. 123(R), Share Based Payment, on April 1, 2006.
(3)
Numerators for diluted earnings per share calculations have been adjusted to reflect dilution from stock options at subsidiaries.  The adjustment for the quarter ended June 30, 2007 was $1,019 (2006 - $877).
(4)
See “Reconciliation of operating earnings, net earnings and net earnings per share to adjusted operating earnings, adjusted net earnings and adjusted net earnings per share” below.

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Reconciliation of Operating Earnings, Net Earnings and Net Earnings Per Share to Adjusted Operating Earnings, Adjusted Net Earnings and Adjusted Net Earnings Per Share
(in thousands of US dollars, except per share amounts)
(unaudited)

The Company is presenting adjusted earnings measures to eliminate the impact of amortization of the short-lived brokerage backlog intangible asset recognized upon the acquisitions of Commercial Real Estate Services businesses within the past twelve months.  All of the adjustments are non-cash and are considered “non-GAAP financial measures” under OSC and SEC guidelines. The following tables provide a reconciliation of the adjusted measures:


   
Three months ended
 June 30
 
   
2007
   
2006
 
             
Operating earnings
  $
39,353
    $
30,351
 
Amortization of brokerage backlog
   
1,055
     
2,074
 
Adjusted operating earnings
  $
40,408
    $
32,425
 
                 
Net earnings before cumulative effect of change in accounting principle
  $
18,082
    $
14,133
 
Amortization of brokerage backlog
   
1,055
     
2,074
 
Deferred income taxes
    (331 )     (721 )
Minority interest
    (122 )     (206 )
Adjusted net earnings before cumulative effect of change in accounting principle
  $
18,684
    $
15,280
 
                 
Diluted net earnings per share before cumulative effect of change in accounting principle
  $
0.56
    $
0.43
 
Amortization of brokerage backlog, net of income taxes
   
0.02
     
0.04
 
Adjusted diluted net earnings per share before cumulative effect of change in accounting principle
  $
0.58
    $
0.47
 




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Reconciliation of EBITDA to Operating Earnings
(in thousands of US dollars)
(unaudited)

EBITDA is defined as net earnings from continuing operations before minority interest share of earnings, income taxes, interest, depreciation and amortization and stock-based compensation expense.  The Company uses EBITDA to evaluate operating performance.  EBITDA is an integral part of the Company’s planning and reporting systems.  Additionally, the Company uses multiples of current and projected EBITDA in conjunction with discounted cash flow models to determine its overall enterprise valuation and to evaluate acquisition targets.  The Company believes EBITDA is a reasonable measure of operating performance because of the low capital intensity of its service operations. The Company believes EBITDA is a financial metric used by many investors to compare companies, especially in the services industry, on the basis of operating results and the ability to incur and service debt.  EBITDA is not a recognized measure of financial performance under United States generally accepted accounting principles (GAAP), and should not be considered as a substitute for operating earnings, net earnings or cash flows from operating activities, as determined in accordance with GAAP.  The Company’s method of calculating EBITDA may differ from other issuers and accordingly, EBITDA may not be comparable to measures used by other issuers.  A reconciliation of EBITDA to operating earnings appears below.

   
Three months ended
June 30
 
   
2007
   
2006
 
             
Operating earnings
  $
39,353
    $
30,351
 
Depreciation and amortization other than backlog
   
6,824
     
4,842
 
Amortization of brokerage backlog
   
1,055
     
2,074
 
     
47,232
     
37,267
 
Stock-based compensation expense
   
1,126
     
1,034
 
EBITDA
  $
48,358
    $
38,301
 

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Condensed Consolidated Balance Sheets
(in thousands of US dollars)
(unaudited)
 
   
June 30
2007
   
March 31
2007
 
             
Assets
           
Cash and cash equivalents
  $
85,668
    $
99,038
 
Restricted cash
   
8,249
     
16,930
 
Accounts receivable
   
186,470
     
163,581
 
Inventories
   
33,724
     
31,768
 
Prepaids and other current assets
   
39,177
     
51,040
 
     Current assets
   
353,288
     
362,357
 
Fixed assets
   
75,474
     
66,297
 
Other non-current assets
   
41,578
     
41,405
 
Goodwill and intangibles
   
402,437
     
346,939
 
     Total assets
  $
872,777
    $
816,998
 
                 
Liabilities and shareholders’ equity
               
Accounts payable and accrued liabilities
  $
208,866
    $
205,529
 
Other current liabilities
   
34,641
     
29,179
 
Long term debt - current
   
21,564
     
22,119
 
     Current liabilities
   
265,071
     
256,827
 
Long term debt - non-current
   
220,805
     
213,030
 
Other liabilities
   
12,370
     
4,876
 
Deferred income taxes
   
34,342
     
29,084
 
Minority interest
   
55,956
     
48,306
 
Shareholders’ equity
   
284,233
     
264,875
 
     Total liabilities and equity
  $
872,777
    $
816,998
 
                 
                 
                 
                 
Total debt
  $
242,369
    $
235,149
 
Total debt, net of cash
   
156,701
     
136,111
 


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Condensed Consolidated Statements of Cash Flows
(in thousands of US dollars)
(unaudited)
 
   
Three months ended
June 30
 
   
2007
   
2006
 
             
Operating activities
           
Net earnings from continuing operations
  $
18,082
    $
14,133
 
Items not affecting cash:
               
     Depreciation and amortization
   
7,879
     
6,916
 
     Deferred income taxes
    (183 )     (2,802 )
     Minority interest share of earnings
   
6,912
     
5,408
 
     Other
   
828
      (858 )
                 
Changes in operating assets and liabilities
    (1,994 )     (24,363 )
Net cash provided by (used in) operating activities
   
31,524
      (1,566 )
Investing activities
               
Acquisitions of businesses, net of cash acquired
    (51,971 )     (35,883 )
Purchases of fixed assets, net
    (11,229 )     (6,463 )
Other investing activities
   
10,724
     
1,600
 
Net cash used in investing
    (52,476 )     (40,746 )
Financing activities
               
Increase (decrease) in long-term debt, net
   
6,887
      (14,991 )
Other financing activities
    (4,450 )     (7,663 )
Net cash provided by (used in) financing
   
2,437
      (22,654 )
Effect of exchange rate changes on cash
   
5,145
      (249 )
(Decrease) increase in cash and cash equivalents
    (13,370 )     (65,215 )
Cash and cash equivalents, beginning of period
   
99,038
     
167,938
 
Cash and cash equivalents, end of period
  $
85,668
    $
102,723
 


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Segmented Revenues, EBITDA and Operating Earnings
(in thousands of US dollars)
(unaudited)

   
Commercial
Real Estate Services
   
Residential Property Management
   
Property
Improve-
ment
 Services
   
Integrated Security
Services
   
Corporate
   
Consolidated
 
                           
Three months ended June 30
                         
                                     
2007
                                   
Revenues
  $
196,791
    $
134,045
    $
42,810
    $
45,590
    $
76
    $
419,312
 
EBITDA
   
21,643
     
13,702
     
11,548
     
3,116
      (2,777 )    
47,232
 
Stock-based compensation
                                           
1,126
 
                                             
48,358
 
Operating earnings
   
17,744
     
11,512
     
10,291
     
2,651
      (2,845 )    
39,353
 
                                                 
                                                 
2006
                                               
Revenues
  $
137,886
    $
103,966
    $
41,661
    $
41,915
    $
76
    $
325,504
 
EBITDA
   
16,101
     
11,249
     
11,138
     
2,118
      (3,339 )    
37,267
 
Stock-based compensation
                                           
1,034
 
                                             
38,301
 
Operating earnings
   
12,564
     
9,731
     
10,046
     
1,420
      (3,410 )    
30,351
 





 
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