EX-99.1 3 a2127352zex-99_1.htm EXHIBIT 99.1
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EXHIBIT 99.1

    FOR: FIRSTSERVICE CORPORATION

COMPANY CONTACTS:

        Jay S. Hennick
        President & CEO
        (416) 960-9500

        John B. Friedrichsen
        Senior Vice President & CFO
        (416) 960-9500

FOR IMMEDIATE RELEASE

FIRSTSERVICE REPORTS RECORD THIRD QUARTER RESULTS, UPDATES CURRENT YEAR OUTLOOK AND PROVIDES PRELIMINARY OUTLOOK FOR FISCAL 2005

TORONTO, Ontario, January 27, 2004 — FirstService Corporation (Nasdaq: FSRV; TSX: FSV) today reported record results for the third quarter ended December 31, 2003, with each of the Company's operating segments reporting year-over-year gains in revenues and earnings.

Revenues for the quarter were $152.1 million, an increase of 20% versus the third quarter of the prior year (all amounts are in US dollars). Excluding the impact of acquisitions made during the past twelve months, internal revenue growth was 15%. Third quarter EBITDA (earnings before interest, income taxes, depreciation and amortization) was $9.5 million, up 16% relative to the same period a year ago. Diluted earnings per share for the quarter were $0.14, up 55% from $0.09 reported a year ago.

On a year-to-date basis, revenues were $476.4 million, 14% higher than the prior year. Nine month EBITDA was $48.0 million, versus $47.9 million last year. Diluted earnings per share for the nine-month period were $1.21 versus $1.19 in the prior year period.

Operating cash flow for the nine months ended December 31, 2003 was $30.8 million, up 15% relative to the prior year period due to a combination of stronger operating results and prudent working capital management.

FirstService Corporation is a North American leader in the rapidly growing service sector, providing services to commercial and residential customers in the following four areas: Residential Property Management; Integrated Security Services; Consumer Services; and Business Services, including customer support and fulfilment and business process outsourcing.


SEGMENTED QUARTERLY OPERATING RESULTS

In Consumer Services, revenues totalled $27.5 million for the quarter, an increase of 44% relative to the comparable quarter a year ago. Twenty-seven percent of the revenue growth was generated internally with the balance attributable to acquisitions made during the year. Internal growth was driven primarily by strong performances in the Paul Davis Restoration and California Closets franchise systems, as well as strong growth at company-owned California Closets "branchises" in Seattle, Jacksonville, Chicago and Boston. Consumer Services EBITDA doubled over the prior year to $2.6 million. Approximately half of the EBITDA increase was attributable to acquisitions.

Revenues from Residential Property Management were $54.9 million, an increase of 17% over the prior year period. Internal growth was 11%, after considering the impact of acquisitions. EBITDA was $2.2 million, up slightly from $2.1 million in the prior year.

Integrated Security Services revenues were $32.6 million, a 15% increase versus the prior year quarter. EBITDA was up 22% to $2.6 million versus $2.1 million in the same quarter a year ago, primarily as a result of higher gross profit margins on systems installations.

In Business Services, revenues were $37.0 million, an increase of 14% versus the prior year period. EBITDA was $3.9 million, up 5% over the $3.7 million reported in last year's quarter. Removing the impact of foreign exchange rate changes, revenues would have been approximately $3.8 million lower, resulting in revenue growth of 3%, all of which was generated internally. As reported in previous quarters, foreign exchange continued to have a nominal effect on EBITDA because certain customers are billed for services in US dollars with corresponding costs in Canadian dollars. After adjusting for foreign exchange impacts on both revenues and EBITDA, the EBITDA margin would have been similar to last year.

RESTATEMENT OF AMORTIZATION FOR CERTAIN INTANGIBLE ASSETS

As a result of a normal course financial statement review process undertaken by the Securities and Exchange Commission, the Company has agreed to restate its results to reflect a change in accounting with regard to two of its franchise systems. None of these changes have any impact upon cash. In particular, the Company has recorded additional deferred income taxes with respect to franchise intangible assets acquired in the acquisitions of California Closets and Paul Davis Restoration and has adjusted the amortization of those assets to reflect the pattern of use, instead of an indefinite life.


The financial statement impact of these changes is to increase amortization expense by approximately $0.8 million and reduce net earnings by approximately $0.4 million for each of the years ended March 31, 2004, 2003 and 2002. On a diluted earnings per share basis, the annual impact of the changes is approximately $0.03 for those years. The cumulative impact on retained earnings as at December 31, 2003 was $1.3 million.

"These restatements have no impact on cash and are not in any way related to the operating performance of either franchise system" said John Friedrichsen, Senior Vice President and CFO. "In fact, both California Closets and Paul Davis Restoration have consistently reported outstanding financial results since we acquired them including strong annual growth in revenues, earnings, and cash flow", he concluded.

To reflect the restatements, Company expects to file an amended SEC Form 10-K/A for the year ended March 31, 2003, amended SEC Forms 10-Q/A for the periods ended June 30, 2003 and September 30, 2003, as well as applicable Canadian filings, within the next two weeks.

OUTLOOK

Based on the operating results achieved year to date and the $0.03 restatement referred to above, the Company is updating its outlook for the year ending March 31, 2004, previously presented on October 21, 2003. The Company has also prepared a preliminary outlook for its operations for the year ending March 31, 2005 based upon expectations and known trends within each business unit. The preliminary outlook may be modified once the Company's internal budgeting process is completed, which is expected to be before the end of March 2004.

 
  Year ending March 31, 2004
  Year ending March 31, 2005
 
  Previous
  Updated
  Preliminary
 
  (in millions of US dollars, except per share amounts)

Revenues   $590.0 - $600.0   $610.0 - $620.0   $650.0 - $675.0
EBITDA   $54.5 - $56.0   $55.0 - $56.0   $60.5 - $63.0
Diluted EPS   $1.27 - $1.32   $1.27 - $1.30   $1.40 - $1.50

Note: The updated outlook for the year ending March 31, 2004 and the preliminary outlook for the year ending March 31, 2005 take into account the $0.03 per diluted share annual impact of the restatement adjustment and assume an average foreign exchange rate of $US0.7800 per $Cdn1.0000, no change in interest rates, and no new acquisitions completed after today's date.

CONFERENCE CALL

FirstService will be holding a conference call on Tuesday, January 27, 2004 at 11:00 am Eastern Time to discuss results for the third quarter, the restatement adjustments, the outlook for the remainder of fiscal 2004 and the preliminary outlook for fiscal 2005. 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 Releases" section.


FORWARD-LOOKING STATEMENTS

Certain statements included in this release constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following: general economic and business conditions, which will, among other things, impact demand for the Company's services, service industry conditions and capacity; 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; changes in or the failure to comply with government regulations (especially safety and environmental laws and regulations); and other factors which are described in the Company's filings with the SEC.

– 30 –



FIRSTSERVICE CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(in thousands of US dollars, except per share amounts)
(unaudited)

 
   
  Three months ended December 31
  Nine months ended December 31
 
   
  2003
  2002
(restated)

  2003
  2002
(restated)

Revenues       $ 152,099   $ 126,684   $ 476,427   $ 417,929
Cost of revenues         106,523     89,664     325,426     280,998
Selling, general and administrative expenses         36,082     28,840     103,024     89,077
       
 
 
 
EBITDA         9,494     8,180     47,977     47,854
Depreciation and amortization         4,195     3,598     12,270     10,500
       
 
 
 
Operating earnings         5,299     4,582     35,707     37,354
Interest         2,021     2,082     6,162     6,666
       
 
 
 
          3,278     2,500     29,545     30,688
Income taxes         978     810     8,941     10,072
       
 
 
 
          2,300     1,690     20,604     20,616
Minority interest share of earnings         290     355     3,213     3,179
       
 
 
 
Net earnings       $ 2,010   $ 1,335   $ 17,391   $ 17,437
       
 
 
 
Net earnings per share:   Basic   $ 0.14   $ 0.10   $ 1.23   $ 1.26
      Diluted     0.14     0.09     1.21     1.19

Weighted average shares outstanding: (in thousands)

 

Basic

 

 

14,227

 

 

13,876

 

 

14,188

 

 

13,846
    Diluted     14,595     14,445     14,414     14,628

Notes to the Condensed Consolidated Statements of Earnings

1.
The Company has restated its consolidated financial statements for the periods indicated as a result of a review of intangible asset amortization. The annual earnings impacts for the years ended March 31, 2004 and 2003 are: an increase to amortization expense of $822, a decrease to income taxes of $345 and a decrease to minority interest of $81, for a reduction to net earnings of $396, or $0.03 per diluted share. The impact of the restatement on the consolidated balance sheet as at March 31, 2003 is a decrease to intangible assets in the amount of $2,112, an increase to goodwill in the amount of $9,014, an increase to deferred income taxes non-current liability of $8,127, a decrease to minority interest of $208 and a reduction to retained earnings of $1,017. Please refer to the Company's amended filings with the SEC, which are expected to be filed within the next two weeks, for complete information regarding the restatements.

2.
EBITDA is defined as net earnings before minority interest share of earnings, income taxes, interest, depreciation and amortization. EBITDA excludes income taxes and interest, both of which are charges that require cash settlement. EBITDA is not a recognized measure for financial statement presentation under United States generally accepted accounting principles ("US GAAP"). The most directly comparable US GAAP measure is operating earnings. Operating earnings takes into account depreciation and amortization expenses, while EBITDA does not. Management utilizes EBITDA as a measure to assess the performance of its operations, for employee compensation purposes, and within its debt covenants with its lenders. 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.


SEGMENTED REVENUES AND EBITDA

(in thousands of US dollars)
(unaudited)

Three months ended December 31

  Residential
Property Management

  Integrated Security Services
  Consumer Services
  Business Services
  Corporate
  Consolidated
2003                                    
  Revenues   $ 54,887   $ 32,592   $ 27,483   $ 37,042   $ 95   $ 152,099
  EBITDA     2,202     2,561     2,613     3,899     (1,781 )   9,494

2002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Revenues   $ 46,810   $ 28,253   $ 19,132   $ 32,428   $ 61   $ 126,684
  EBITDA     2,133     2,094     1,271     3,709     (1,027 )   8,180
                                     
                                     
Nine months ended December 31
                                   
2003                                    
  Revenues   $ 183,828   $ 92,313   $ 93,768   $ 106,248   $ 270   $ 476,427
  EBITDA     14,855     6,836     18,350     12,825     (4,889 )   47,977

2002

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
  Revenues   $ 163,496   $ 80,779   $ 76,509   $ 96,923   $ 222   $ 417,929
  EBITDA     14,005     6,175     16,526     14,569     (3,421 )   47,854


CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands of US dollars)
(unaudited)

 
  December 31 2003
  March 31 2003
(restated)

Assets            
Cash and cash equivalents   $ 11,257   $ 5,378
Accounts receivable     103,446     85,484
Inventories     15,596     15,095
Prepaids and other current assets     14,503     16,425
   
 
  Current assets     144,802     122,382
Fixed assets     49,174     46,600
Other assets     13,466     14,998
Goodwill and intangibles     223,204     205,051
   
 
  Total assets   $ 430,646   $ 389,031
   
 

Liabilities and shareholders' equity

 

 

 

 

 

 
Accounts payable and other current liabilities   $ 73,605   $ 59,109
Unearned revenues     7,009     8,369
Long term debt — current     3,367     3,030
   
 
  Current liabilities     83,981     70,508
Long term debt less current portion     162,198     161,889
Deferred income taxes     22,206     19,404
Minority interest     16,076     13,824
Shareholders' equity     146,185     123,406
   
 
  Total liabilities and equity   $ 430,646   $ 389,031
   
 
Total debt, excluding swaps   $ 162,464   $ 158,640
   
 
Total debt, net of cash, excluding swaps     151,207     153,262
   
 


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands of US dollars)
(unaudited)

 
  Nine month periods ended
December 31

 
 
  2003
  2002
(restated)

 
Operating activities              
Net earnings   $ 17,391   $ 17,437  
Items not affecting cash:              
  Depreciation and amortization     12,270     10,500  
  Deferred income taxes     617     (1,309 )
  Minority interest share of earnings     3,213     3,179  
  Other     469     425  
Changes in operating assets and liabilities     (3,134 )   (3,392 )
   
 
 
Net cash provided by operating activities     30,826     26,840  
   
 
 

Investing activities

 

 

 

 

 

 

 
Acquisition of businesses, net of cash acquired     (15,869 )   (9,600 )
Purchases of fixed assets, net     (10,555 )   (8,055 )
Other investing activities     (1,657 )   1,115  
   
 
 
Net cash used in investing     (28,081 )   (16,540 )
   
 
 

Financing activities

 

 

 

 

 

 

 
Increase (decrease) in long-term debt     3,763     (6,290 )
Other financing activities     103     528  
   
 
 
Net cash provided by (used in) financing     3,866     (5,762 )
   
 
 
Effect of exchange rate changes on cash     (732 )   142  
   
 
 
Increase in cash and cash equivalents during the period     5,879     4,680  
Cash and cash equivalents, beginning of period     5,378     7,332  
   
 
 
Cash and cash equivalents, end of period   $ 11,257   $ 12,012  
   
 
 



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CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
SEGMENTED REVENUES AND EBITDA
CONDENSED CONSOLIDATED BALANCE SHEETS
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS