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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended September 30, 2000
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from ______ to _______
Commission File Number 0-24762
FIRSTSERVICE CORPORATION
(Exact name of Registrant as specified in its charter)
ONTARIO, CANADA NOT APPLICABLE
(Province or other (I.R.S. employer
jurisdiction of incorporation identification number,
or organization) if applicable)
1140 BAY STREET
SUITE 4000
TORONTO, ONTARIO
CANADA M5S 2B4
(416) 960-9500
(Address and telephone number of Registrant's principal executive office)
FIRSTSERVICE CORPORATION
6300 PARK OF COMMERCE BLVD.
BOCA RATON, FLORIDA
U.S.A. 33487
(561) 989-5100
(Name, address and telephone number of agent for service in the United States)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes |X| No __
Indicate the number of shares outstanding of the Registrant's common stock as of
the latest practicable date:
Subordinate Voting Shares: 12,387,843 as of September 30, 2000
Multiple Voting Shares: 662,847 as of September 30, 2000
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FIRSTSERVICE CORPORATION
FORM 10-Q
For the Quarter Ended September 30, 2000
INDEX
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PAGE
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PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements
a) Statements of Earnings
For the Three Months and Six Months Ended
September 30, 2000 and 1999 3
b) Balance Sheets
As of September 30, 2000 and March 31, 2000 4
c) Statements of Cash Flows
For the Six Months Ended September 30,
2000 and 1999 5
d) Notes to Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 14
SIGNATURE 15
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FIRSTSERVICE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands of U.S. dollars)
(Unaudited)
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<CAPTION>
Three Month Periods Six Month Periods
Ended September 30 Ended September 30
2000 1999 2000 1999
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<S> <C> <C> <C> <C>
Revenues $ 118,166 $ 96,547 $ 223,557 $ 181,454
Cost of revenues 75,286 59,765 144,666 115,835
Selling, general and administrative expenses 23,430 19,783 44,984 37,376
Depreciation 1,825 1,615 3,566 3,085
Amortization 1,096 1,050 2,073 1,864
Interest 2,477 1,959 4,711 3,722
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Earnings before income taxes and minority interest 14,052 12,375 23,557 19,572
Income taxes 5,616 4,947 9,416 7,806
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Earnings before minority interest 8,436 7,428 14,141 11,766
Minority interest share of earnings 1,507 1,242 2,533 1,996
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Net earnings $ 6,929 $ 6,186 $11,608 $9,770
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Earnings per share: Basic $ 0.53 $ 0.48 $0.89 $ 0.76
Diluted $ 0.50 $ 0.45 $0.85 $ 0.71
Weighted average shares outstanding: Basic 13,061 12,933 13,052 12,929
Diluted 13,728 13,733 13,684 13,769
The Condensed Consolidated Statements of Earnings have been prepared in accordance with U.S. GAAP.
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FIRSTSERVICE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars)
<TABLE>
<CAPTION>
September 30 March 31
2000 2000
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(UNAUDITED) (Audited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $1,460 $ 3,297
Accounts receivable, net 63,604 53,170
Inventories 11,634 8,929
Prepaids and other assets 6,412 8,491
Deferred income taxes 987 1,063
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84,097 74,950
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Other receivables 5,889 4,405
Fixed assets 31,954 29,693
Other assets 3,734 4,074
Deferred income taxes 909 270
Goodwill 133,534 117,495
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176,020 155,937
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$ 260,117 $ 230,887
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LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $15,789 $ 11,752
Accrued liabilities 18,352 23,013
Income taxes payable 7,434 2,879
Unearned revenue 3,992 10,725
Long-term debt - current 4,186 2,733
Deferred income taxes - 459
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49,753 51,561
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LONG-TERM LIABILITIES
Long-term debt less current portion 119,130 102,177
Deferred income taxes 3,022 1,836
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122,152 104,013
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Minority interest 9,522 6,975
SHAREHOLDERS' EQUITY
Capital stock 54,100 53,849
Receivables pursuant to company's share purchase plan (3,294) (3,294)
Retained earnings 27,222 15,614
Cumulative other comprehensive income 662 2,169
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78,690 68,338
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$ 260,117 $ 230,887
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The Condensed Consolidated Balance Sheets have been prepared in accordance with U.S. GAAP.
</TABLE>
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FIRSTSERVICE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of U.S. dollars)
(Unaudited)
<TABLE>
<CAPTION>
Six Month Periods
Ended September 30
2000 1999
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<S> <C> <C>
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Net earnings for the period $11,608 $9,770
Items not affecting cash
Depreciation and amortization 5,639 4,949
Deferred income taxes (282) 198
Minority interest share of earnings 2,533 1,996
Other 226 222
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19,724 17,135
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable (7,194) (4,593)
Inventories (2,379) (2,130)
Prepaids and other assets 2,784 (987)
Accounts payable and other current liabilities 539 12,228
Unearned revenue (7,323) (7,992)
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Net cash provided by operating activities 6,151 13,661
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INVESTING ACTIVITIES
Acquisition of businesses, net of cash acquired (17,908) (14,646)
Purchase of minority shareholders' interest (649) -
Purchases of fixed assets, net (4,954) (4,401)
(Increase) decrease in other assets 126 (930)
Increase in other receivables (1,484) (2,432)
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Net cash used for investing (24,869) (22,409)
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FINANCING ACTIVITIES
Net increase in long-term debt 17,665 11,656
Financing fees paid - (543)
Issuance of subordinate voting shares, net of repurchases 253 (18)
Dividends paid to minority shareholders of subsidiaries (145) (166)
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Net cash provided by financing 17,773 10,929
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Effect of exchange rate changes on cash (892) (1,192)
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Increase (decrease) in cash and cash equivalents during the period (1,837) 989
Cash and cash equivalents, beginning of period 3,297 4,627
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Cash and cash equivalents, end of period $1,460 $5,616
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The Condensed Consolidated Statements of Cash Flows have been prepared in accordance with U.S. GAAP.
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5
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FIRSTSERVICE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2000
(in thousands of U.S. dollars)
(Unaudited)
1. DESCRIPTION OF THE BUSINESS - FirstService Corporation (the "Company")
is a provider of property and business services to corporate, public
sector and residential customers in the United States and Canada. The
Company's operations are conducted through two principal operating
divisions, Property Services and Business Services. The Property
Services division includes residential property management, security
and consumer services and represented approximately 80% of the
Company's revenues for the year ended March 31, 2000. The Business
Services division provides outsourcing services such as transaction
processing and literature fulfillment for corporations and government
agencies.
2. SUMMARY OF PRESENTATION - The condensed consolidated financial
statements included herein have been prepared by FirstService
Corporation, without audit, pursuant to the rules and regulations of
the Securities and Exchange Commission for the presentation of interim
financial information. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
U.S. generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company
believes that the disclosures are adequate to make the information not
misleading. In the opinion of management, the condensed consolidated
financial statements contain all adjustments necessary to present
fairly the financial position of the Company as of September 30, 2000
and the results of its operations for the three and six months ended
September 30, 2000 and 1999 and its cash flows for the six months ended
September 30, 2000 and 1999. All such adjustments are of a normal
recurring nature. The results of operations for the three and six
months ended September 30, 2000 are not necessarily indicative of the
results to be expected for the year ended March 31, 2001. For further
information, refer to the consolidated financial statements and
footnotes thereto for the year ended March 31, 2000 contained in the
Company's Form 10-K filed on June 29, 2000.
3. ACQUISITIONS - On July 20, 2000, the Company announced that it had
completed five acquisitions in its Property Services division. Four of
these were in Management Services, including: Argold Management which
serves 200 properties and 25,000 residential units in the New York City
market; two acquisitions in painting, concrete restoration and plumbing
to expand the Company's ability to cross-sell maintenance services to
managed communities in South Florida; and Poolman, Inc., the leading
swimming pool management company in Phoenix, Arizona which increases
the cross-selling potential to more than 120 communities managed by the
Company in that region. The fifth acquisition was in Security
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Services, where the Company acquired BLW, Inc. (operating as Security
Services and Technologies ("SST")). SST is a leading provider of
electronic security systems and integration services to large
corporations and governments in the Pennsylvania and New Jersey
regions. These five acquisitions generated revenues of approximately
$20,000 during the calendar year ended December 31, 1999.
The results of operations of these acquisitions have been included in
the condensed consolidated financial statements included herein since
the applicable date of acquisition. These acquisitions were accounted
for using the purchase method. As a result, the purchase prices have
been allocated to the assets acquired, including intangibles, based on
their respective fair values. The purchase price allocations are
preliminary and subject to adjustments.
4. LONG-TERM DEBT - The Company's amended and restated lending agreement
provides a facility of approximately $163,000 comprised of tranches of
Cdn. $50,000 and U.S. $130,000. The amended facilities, which will be
used for acquisitions, capital expenditures and working capital,
provide a tax efficient structure and effectively match long-term U.S.
dollar denominated assets with U.S. dollar denominated debt.
The revolving facilities provide that the Company may borrow using
Prime, LIBOR or Bankers Acceptances interest rate options that vary
within a range depending on certain leverage ratios. Borrowings
currently bear interest at the lenders cost of funds rate plus 1.25%.
As security for the revolving credit facilities, the Company has
granted the lenders various security including the following: an
interest in all of the assets of the Company including the Company's
share of its subsidiaries, an assignment of material contracts and an
assignment of the Company's "call rights" with respect to shares of the
subsidiaries held by minority interests. The Company is also required
to comply with certain operating and financial ratios.
5. COMPREHENSIVE INCOME - Total comprehensive income was approximately
$5,870 and $5,570 for the three months ended September 30, 2000 and
1999, respectively and $10,101 and $8,719 for the six months ended
September 30, 2000 and 1999, respectively. Total comprehensive income
includes net earnings, foreign currency exchange adjustments and
current income taxes on realized foreign exchange gains for income tax
purposes.
6. In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulleting (SAB) No. 101 "Revenue Recognition in Financial
Statements", which was amended by SAB No. 101B in June 2000. SAB No.
101B delayed the implementation date of SAB No. 101 to the fourth
quarter of the Company's fiscal 2001. The SAB provides guidance on the
recognition, presentation and disclosure of revenue in the financial
statements. The Company
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intends to adopt the SAB in the fourth quarter of fiscal 2001. The
impact of its adoption on the consolidated financial statements is not
expected to be material.
In 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities". This Statement was subsequently
amended to defer its effective date. The Company intends to adopt this
Statement in January 2001 as required by the amended Statement.
Adoption of this Statement is not expected to have a material impact on
the Company's financial statements.
8
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q contains or incorporates by reference certain
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. The Company intends that such forward-looking
statements be subject to the safe harbors created by such legislation. Such
forward-looking statements involve risks and uncertainties and include, but are
not limited to, statements regarding future events and the Company's plans,
goals and objectives. Such statements are generally accompanied by words such as
"intend", "anticipate", "believe", "estimate", "expect" or similar statements.
The Company's actual results may differ materially from such statements. Among
the factors that could result in such differences are the impact of weather
conditions, increased competition, labor shortages, the condition of the United
States and Canadian economies and the ability of the Company to make
acquisitions at reasonable prices. Although the Company believes that the
assumptions underlying its forward-looking statements are reasonable, any of the
assumptions could prove inaccurate and, therefore, there can be no assurance
that the results contemplated in such forward-looking statements will be
realized. The inclusion of such forward-looking statements should not be
regarded as a representation by the Company or any other person that the future
events, plans or expectations contemplated by the Company will be achieved. The
Company notes that past performance in operations and share price are not
necessarily predictive of future performance.
RESULTS OF OPERATIONS
THREE MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
Revenues increased $21.7 million, or 22%, to $118.2 million in the second
quarter of fiscal 2001 from $96.5 million in the second quarter of fiscal 2000.
Approximately $11 million of the increase is attributable to acquired companies
owned less than one year including SST and several smaller tuck-under companies.
Earnings before interest, taxes, depreciation and amortization ("EBITDA")
increased 15% to $19.5 million from $17.0 million in the prior year period.
EBITDA margins for the three months ended September 30, 2000, decreased 110
basis points to 16.5% compared to 17.6% in the prior year. The margin decline is
the result of the rapid growth of the Property Services division's non-seasonal
Management Services business, which carries consistent quarterly margins of
10-12%. The growth in this business reduces the impact of the Company's seasonal
businesses that generate very high margins in the June and September quarters.
Depreciation for the quarter ended June 30, 2000 was $1.8 million, up 13% from
the prior year quarter due largely to acquisitions. Amortization was $1.1
million, up 4% due to the increase in goodwill resulting from acquisitions
completed during the past year.
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Interest expense increased 26% over prior year levels to $2.5 million as a
result of increased borrowings related to acquisitions and higher interest
rates. All acquisitions completed during the past year have been financed
through the Company's credit facilities.
The income tax provision for the second quarter was approximately 40% of
earnings before taxes, consistent with the prior year.
Minority interest expense increased to $1.5 million or 17.9% of earnings before
minority interest from $1.2 million or 16.7% in the prior year quarter. The 21%
increase reflects the 14% increase in earnings and a change in the mix of
earnings relative to the prior year as certain operations having higher minority
shareholdings contributed more to consolidated earnings.
Net earnings were $6.9 million, up 12% over the prior year period, while diluted
earnings per share increased 11% to $0.50. Adding back amortization would result
in cash earnings per share of $0.58 for the quarter compared to $0.53 in the
prior year quarter.
Revenues for the Property Services division were $96.0 million, an increase of
approximately $20.5 million or 27% over the prior year. Approximately $11.0
million of the revenue increase resulted from acquisitions including SST, which
closed effective July 1, 2000 and several tuck-under companies. The balance of
the increase resulted from internal growth of approximately 12%. Property
Services EBITDA grew 12% to $14.6 million or 15.2% of revenue compared to $13.0
million or 17.2% of revenue in the prior year. The margin decline reflects the
change in seasonal mix discussed above.
Revenues for the Business Services division rose to $22.2 million for the second
quarter, a 6% increase over the prior year, all attributable to internal growth.
Business Services EBITDA was $5.4 million or 24% of revenue, compared to $5.0
million and 24% of revenue in the prior year.
Corporate expenses increased to $1.1 million in the second quarter from $1.0
million in the prior year period.
RESULTS OF OPERATIONS
SIX MONTHS ENDED SEPTEMBER 30, 2000 AND 1999
Revenues for the first six months of fiscal 2001 increased 22% to $223.6 million
from $181.5 million in the first six months of fiscal 2000. Approximately $21
million of the increase was attributable to acquired companies owned less than
one year. The remaining increase resulted from internal growth.
EBITDA increased 20% to $33.9 million from $28.2 million in the prior year
period. EBITDA margins for the six months ended September 30, 2000, were 15.2%
compared to 15.5% for the six months ended September 30, 1999. The margin
decline primarily reflects a change in the seasonal mix of business as discussed
in the three month comparison.
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Depreciation for the six month period was $3.6 million up 16% from the prior
year period due largely to acquisitions. Amortization was $2.1 million, up 11%
due to the increase in goodwill that has resulted from acquisitions completed
during the past year.
Interest expense increased 27% over prior year levels to $4.7 million as a
result of increased borrowings related to acquisitions and higher interest
rates.
The income tax provision for the six months ended September 30, 2000 was
approximately 40.0% of earnings before taxes, consistent with the prior year
period.
Minority interest expense increased 25% to $2.5 million or 17.9% of earnings
before minority interest compared to $2.0 million or 17.0% in the prior year
period. The increase primarily reflects the increase in earnings.
Net income for the first six months of fiscal 2001 was $11.6 million, up 18%
over the first six months of fiscal 2000, while diluted earnings per share
increased 20% to $0.85. Diluted earnings per share reflect a 1.0% increase in
the weighted average number of shares outstanding.
Six months revenues for the Property Services division were $182.4 million, an
increase of approximately $37.8 million or 26% over the prior year.
Approximately $21.0 million of the revenue increase resulted from acquisitions
including American Pool Enterprises, which closed effective June 1, 1999, SST,
which closed July 1, 2000 and several smaller tuckunder acquisitions. The
balance of the increase resulted from internal growth. Property Services EBITDA
margin for the six months was 14.7% compared to 15.4% in the prior year. The
margin decline reflects a change in the seasonal mix of business as discussed in
the three month comparison.
Six months revenues for the Business Services division were $41.2 million, up
12% over the prior year, reflecting the impact of the acquisition of DDS
Southwest and internal growth of approximately 7%. The Business Services EBITDA
margin for the first six months of fiscal 2001 was 22.8% of revenue, up from
22.0% in the prior year impacted by the acquisition of DDS Southwest which is a
seasonal business that generates a higher EBITDA margin in the first two
quarters, somewhat offset by higher expenditures at the Company's fulfillment
operation during the period to expand capacity.
Corporate expenses increased to $2.2 million in the first half of fiscal 2001
from $2.1 million.
SEASONALITY AND QUARTERLY FLUCTUATIONS
Certain segments of the Company's operations, which in the aggregate comprise
approximately 15% of revenues, are subject to seasonal variations. Specifically,
the demand for residential lawn care services, exterior painting services, and
commercial pool maintenance in the northern United States and in Canada is
highest during late spring, summer and early fall and very low during winter. As
a result, these operations generate a large percentage of their annual revenues
between April and September. The Company has historically generated lower
profits or net losses during its third and fourth fiscal quarters,
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from October to March. The management services, security, business services and
many of the franchise systems generate revenues approximately evenly throughout
the fiscal year.
The seasonality of the lawn care, painting and pool maintenance operations
results in variations in quarterly EBITDA margins. Variations in quarterly
EBITDA margins can also be caused by acquisitions which alter the consolidated
service mix. The Company's non-seasonal businesses typically generate a
consistent EBITDA margin over all four quarters, while the Company's seasonal
businesses experience high EBITDA margins in the first two quarters, offset by
negative EBITDA in the last two quarters. As non-seasonal revenues increase as a
percentage of total revenues, the Company's quarterly EBITDA margin fluctuations
should be reduced.
LIQUIDITY AND CAPITAL RESOURCES
Bank borrowings, proceeds from capital stock issues, and cashflow from
operations have historically been the funding sources for working capital
requirements, capital expenditures and acquisitions. Management believes that
funds from these sources will remain available and are adequate to support
ongoing operational requirements and near-term acquisition growth.
In December 1996, FirstService entered into a lending agreement with a
syndicate of banks. The agreement - amended and restated in October 1997,
again in June, 1998 and most recently on April 1, 1999, - currently provides
six-year committed revolving credit facilities for acquisitions of Cdn $50
million and US $130 million. Outstanding indebtedness under the facilities
bears interest at a rate based on competitive floating reference rates, as
selected by the Company, such as LIBOR, plus a margin of 1.00% to 1.50% per
annum, depending on certain leverage ratios. The agreement requires the
Company to meet specific financial ratios and places certain limitations on
additional borrowing and the ability to pay dividends or sell assets. As of
September 30, 2000, the Company had drawn Cdn $5.4 million and US $110.3
million.
The Company is exposed to foreign currency exchange risk however the exposure
may be mitigated as the lending agreement provides that it may borrow in
Canadian or U.S. funds.
During the quarter ended September 30, 2000, capital expenditures were $2.3
million primarily for leasehold improvements and equipment in the Business
Services division, as well as vehicles and equipment in Management Services.
Capital expenditures for the six months ended September 30, 2000 were $5.0
million.
In connection with certain acquisitions, the Company has agreed to pay
additional consideration based on operating results of the acquired entities.
The payment of any such amounts would be in cash and would result in an increase
in the purchase prices for such acquisitions and, as a result, additional
goodwill.
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PART II
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Company's Annual Meeting of Shareholders was held on September 14, 2000. The
matters voted upon and the results of voting were as follows:
To ratify the appointment of PricewaterhouseCoopers LLP, Chartered Accountants,
as the auditors of the Corporation and the authorization of the directors to fix
their renumeration.
For 21,211,103
Against 394,400
To re-elect the current Board of Directors of the Corporation to serve until the
next meeting called for the purpose of electing directors or until their
respective successors are duly appointed.
For 21,605,503
Against -
To approve an amendment to the Company's Stock Option Plan No. 2 to reserve an
additional 700,000 subordinate voting shares. The amendment increases the
maximum number of shares issuable from the option plan pool from 2.85 million to
3.55 million Subordinate Voting Shares.
For 3,299,311
Against 2,847,309
Ineligible 15,054,101
Not voted 404,782
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ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
1. a) Exhibits
3.1* Articles of Incorporation and Amendment
3.2* By-Laws and Amendments
10.1* Credit Facility dated April 1, 1999 among the company and
syndicate of bank lenders
10.2** FirstService Corporation Amended Stock Option Plan # 2
10.3** FirstService Corporation Amended Share Purchase Plan # 2
b) Reports on Form 8-K
None.
-------------------
* Incorporated by reference to the Company's report on Form 10-Q for the
period ended June 30, 1999.
** Incorporated by reference to the Company's report on Form 10-K for the year
ended March 31, 2000.
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SIGNATURE
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.
Date: November 7, 2000
FIRSTSERVICE CORPORATION
By: __________________________________________________
D. SCOTT PATTERSON
Senior Vice President and Chief Financial Officer
(Principal Financial Officer & Authorized Signatory)
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