<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
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 December 31, 1999
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
or organization) number, 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 12,272,733 as of December 31, 1999.
* Multiple Voting Shares 662,847 as of December 31, 1999.
<PAGE>
FIRSTSERVICE CORPORATION
FORM 10-Q
For the Quarter Ended December 31, 1999
INDEX
PART I. FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements PAGE
a) Statements of Earnings
For the Three and Nine Months Ended December 31,
1999, and 1998..................................... 3
b) Balance Sheets
As of December 31, 1999 and March 31, 1999......... 4
c) Statements of Cash Flows
For the Nine Months Ended December 31, 1999
and 1998........................................... 5
d) Notes to Financial Statements ..................... 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ................... 8
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K....................... 13
Signature ............................................................... 14
2
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FIRSTSERVICE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands of U.S. dollars)
(Unaudited)
<TABLE>
<CAPTION>
Three Month Periods Nine Month Periods
Ended December 31 Ended December 31
1999 1998 1999 1998
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues $79,793 $66,211 $261,247 $200,059
Cost of revenues 54,954 46,203 170,789 132,060
Selling, general and administrative expenses 18,994 15,308 56,370 41,901
Depreciation 1,641 1,384 4,726 3,894
Amortization 957 733 2,821 1,971
Interest 2,047 1,460 5,769 4,027
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Earnings before income taxes and minority interest 1,200 1,123 20,772 16,206
Income taxes 479 427 8,285 6,451
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Earnings before minority interest 721 696 12,487 9,755
Minority interest share of earnings 170 399 2,166 1,536
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Net earnings $551 $297 $10,321 $8,219
- -----------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------
Earnings per
share: Basic $0.04 $0.02 $0.80 $0.66
Diluted $0.04 $0.02 $0.75 $0.62
Weighted average shares outstanding: Basic 12,936 12,547 12,931 12,462
Diluted 13,666 13,363 13,742 13,326
</TABLE>
3
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FIRSTSERVICE CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands of U.S. dollars)
<TABLE>
<CAPTION>
December 31 March 31
1999 1999
- ---------------------------------------------------------------------------------------
(Unaudited) (Audited)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $12,370 $4,627
Accounts receivable, net 47,365 41,360
Inventories 8,681 7,969
Prepaids and other assets 7,441 8,475
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75,857 62,431
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Other receivables 6,340 3,425
Fixed assets 28,859 25,847
Other assets 4,665 3,429
Deferred income taxes 735 410
Goodwill 110,609 88,764
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151,208 121,875
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$227,065 $184,306
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- ---------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and other current liabilities $38,052 $27,737
Unearned revenue 5,721 6,099
Long-term debt - current 2,663 1,726
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46,436 35,562
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LONG-TERM LIABILITIES
Long-term debt less current portion 105,376 84,516
Deferred income taxes 196 319
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105,572 84,835
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Minority interest 6,586 4,889
SHAREHOLDERS' EQUITY
Capital stock 53,697 53,654
Receivables pursuant to company's share purchase
plan (3,294) (3,294)
Retained earnings 16,488 6,168
Cumulative other comprehensive income 1,580 2,492
- ---------------------------------------------------------------------------------------
68,471 59,020
- ---------------------------------------------------------------------------------------
$227,065 $184,306
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
</TABLE>
4
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FIRSTSERVICE CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands of U.S. dollars)
(Unaudited)
<TABLE>
<CAPTION>
Nine Month Periods
Ended December 31
1999 1998
- ---------------------------------------------------------------------------------------
<S> <C> <C>
CASH PROVIDED BY (USED IN)
OPERATING ACTIVITIES
Net earnings for the period $10,321 $8,219
Items not affecting cash
Depreciation and amortization 7,547 5,865
Deferred income taxes 354 (622)
Minority interest share of earnings 2,166 1,536
Other 331 220
- ---------------------------------------------------------------------------------------
20,719 15,218
Changes in working capital, net of acquisitions
Accounts receivable 4,137 (7,990)
Inventories (701) 2,820
Prepaids and other 23 283
Accounts payable and other current liabilities 4,625 (1,768)
Unearned revenue (5,603) (3,354)
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Net cash provided by operating activities 23,200 5,209
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INVESTING ACTIVITIES
Acquisition of businesses (19,041) (44,085)
Increase in fixed assets (6,525) (3,117)
Proceeds from sale of fixed assets - 821
Increase in other assets (1,134) (27)
Increase in other receivables (2,916) (204)
- ---------------------------------------------------------------------------------------
Net cash used for investing (29,616) (46,612)
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FINANCING ACTIVITIES
Net increase in long-term debt 15,825 37,364
Financing fees paid (543) (739)
Issuance of subordinate voting shares, net of
repurchases 43 2,943
Dividends paid to minority shareholders of subsidiaries (196) (106)
- ---------------------------------------------------------------------------------------
Net cash provided by financing 15,129 39,462
- ---------------------------------------------------------------------------------------
Effect of exchange rate changes on cash (970) 4,143
- ---------------------------------------------------------------------------------------
Increase in cash and cash equivalents during the period 7,743 2,202
Cash and cash equivalents, beginning of period 4,627 2,630
- ---------------------------------------------------------------------------------------
Cash and cash equivalents, end of period $12,370 $4,832
- ---------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------
</TABLE>
5
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FIRSTSERVICE CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
December 31, 1999
(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, 1999. 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 December 31, 1999 and the
results of its operations for the three months and nine months ended
December 31, 1999 and 1998 and its cash flows for the nine months ended
December 31, 1999 and 1998. All such adjustments are of a normal
recurring nature. The results of operations for the three and nine
months ended December 31, 1999 are not necessarily indicative of the
results to be expected for the year ended March 31, 2000. For further
information, refer to the consolidated financial statements and
footnotes thereto for the year ended March 31, 1999 contained in the
Company's annual information form included as an Exhibit to its Form 6-K
for the month of August, 1999.
3. ACQUISITIONS - Effective June 1, 1999 the Company acquired American Pool
Enterprises Inc. ("APE") which is the largest commercial swimming pool
and recreation facility management operation in the U.S. APE,
headquartered in Beltsville, Maryland, provides management, repair,
maintenance and renovation services to more than 1,100 apartment,
condominium and community association swimming pool and recreation
facilities, through 11 branches in 9 States. APE generated revenues of
$20 million for the year ended December 31, 1998.
6
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On July 1, 1999, the Company acquired DDS Southwest Distribution
Services Limited ("DDS Southwest") through it's 89% owned subsidiary,
DDS Distribution Services Limited. DDS Southwest provides order
processing and fulfillment, kit preparation, invoicing and accounts
receivable collection to customers in the educational publishing
industry. The acquired company generated revenues of approximately $8
million for the year ended December 31, 1998.
During the quarter ended December 31, 1999, the Company completed five
tuck-under acquisitions, adding approximately $9.5 million in annual
revenue. Four of the acquisitions were in Residential Property
Management operations and helped increase the number of units under
management to more than 325,000. The other -- Edge Security
Technologies, a leading provider of security systems to large
corporations in the New York and Philadelphia markets -- was acquired by
the Company's Intercon Security operations.
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 of accounting. As a result, the purchase
prices has been allocated to the assets acquired, including intangibles,
based on their respective fair values. The purchase price allocations is
preliminary and subject to adjustment.
4. LONG - TERM DEBT -- On April 1, 1999, the Company amended and restated
its lending agreement increasing credit availability by approximately
U.S. $30 million and splitting the facilities into tranches of Cdn. $50
million and U.S. $130 million. The amended facilities which will be used
for acquisitions, capital expenditures and working capital, provide a
more tax efficient structure and more 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%.
The Company has an interest rate swap contract to December 31, 2002 at a
fixed rate of 5.3% in the amount of Cdn.$20 million to hedge against
interest rate exposure on a portion of its revolving facilities.
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 $691,000 and
$284,000 for the three months ended December 31, 1999 and 1998,
respectively and $9.4 million and $10.7 million for the nine months
ended December 31, 1999 and 1998, respectively. Total comprehensive
income includes net earnings and foreign currency exchange adjustments.
7
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
RESULTS OF OPERATIONS
THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998
Revenues increased $13.6 million, or 21%, to $79.8 million in the third quarter
of fiscal 2000 from $66.2 million in the third quarter of fiscal 1999.
Approximately $6.0 million of the increase was attributable to acquired
companies owned less than one year including, American Pool Enterprises ("APE"),
DDS Southwest Distribution Services ("DDS Southwest") and several tuck-under
acquisitions. The balance of the increase resulted from internal growth of over
15%. The year-over-year growth comparison is impacted by approximately $3.0
million of revenue in the prior year period from businesses that were divested
prior to the current year quarter.
Earnings before interest, taxes, depreciation and amortization ("EBITDA")
increased 24% to $5.8 million from $4.7 million in the prior year period. EBITDA
margins for the three months ended December 31, 1999, were 7.3% compared to 7.1%
in the third quarter of fiscal 1999. The margin increase reflects a change in
the seasonal mix of business impacted positively by strong growth in the
non-seasonal operations which generate consistent EBITDA margins across four
quarters and negatively by the inclusion this year of the results for APE which
is seasonal and generates losses in the December and March quarters.
Depreciation for the quarter ended December 31, 1999 was $1.6 million, up 19%
from the prior year quarter due largely to acquisitions. The increase also
reflected a sharp step-up in capital investment in management information
systems over the past year. Generally, these investments are depreciated over a
short time frame relative to the Company's other pool of assets. Amortization
was $1.0 million, up 31% due to the significant increase in goodwill resulting
from acquisitions completed during the past year.
Interest expense increased 40% over prior year levels to $2.0 million as a
result of increased borrowings related to acquisitions. 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 40.0% of
earnings before taxes, consistent with the prior year.
Minority interest expense decreased to $0.2 million from $0.4 million in the
prior year quarter impacted by the losses at 80% owned APE.
Net income was $0.55 million, up 85% over the prior year, while diluted earnings
per share increased 81% to $0.04. Adding back amortization would result in a
cash earnings per share of $0.11 for the quarter compared to $0.08 in the prior
year. Diluted earnings per share reflect a 2% increase in the weighted average
number of shares outstanding.
8
<PAGE>
Revenues for the Property Services division were $62.3 million, an increase of
approximately $11.2 million or 22% over the prior year. Approximately $5.0
million of the revenue increase resulted from acquisitions including APE, which
closed effective June 1, 1999 and several tuck-under acquisitions. The balance
of the increase resulted from internal growth, although, the year over year
growth comparison is impacted by divested businesses as discussed above.
Property Services EBITDA grew 50% to $3.6 million or 5.8% of revenue compared to
$2.4 million or 4.6% in the prior year.
Revenues for the Business Services division rose to $17.5 million for the third
quarter, a 16% increase over the prior year, reflecting the impact of the
acquisition of DDS Southwest and solid internal growth. Business Services EBITDA
was $3.3 million or 19% of revenue, compared to $3.2 million and 21% of revenue
in the prior year.
Corporate expenses increased to $1.1 million in the third quarter from $0.8
million as a result of higher salary costs and increased travel relative to the
prior year.
RESULTS OF OPERATIONS
NINE MONTHS ENDED DECEMBER 31, 1999 AND 1998
Revenues for the first nine months of fiscal 2000 increased 31% to $261.2
million from $200.1 million in the first nine months of fiscal 1999.
Approximately $40.0 million of the increase was attributable to acquired
companies. The remaining increase resulted from internal growth of approximately
14%. The year over year growth comparison is impacted by approximately $6.2
million of revenue in the prior year period from businesses that were divested
in the fourth quarter of last year and the first quarter of the current year..
EBITDA increased 31% to $34.1 million from $26.1 million in the prior year
period. EBITDA margins for the nine months ended December 31, 1999, were 13.1%
compared to 13.1% for the nine months ended December 31, 1998. The consistent
margin year-over-year hides a change in seasonal mix as discussed in the three
month comparison.
Depreciation for the six month period was $4.7 million, up 21% from the prior
year period due largely to acquisitions. However, as discussed in the three
month comparison, the increase also reflected a step-up in capital investment
relative to the prior year. Amortization was $2.8 million, up 43% due to the
increase in goodwill that has resulted from acquisitions completed during the
past year.
Interest expense increased 43% over prior year levels to $5.8 million as a
result of increased borrowings related to acquisitions.
The income tax provision for the nine months ended December 31, 1999 was
approximately 40% of earnings before taxes, consistent with the prior year
period.
Minority interest expense increased 41% to $2.2 million or 17.3% of earnings
before minority interest compared to $1.5 million or 15.7% in the prior year
period.
Net income for the first nine months of fiscal 2000 was $10.3 million, up 26%
over the first nine months of fiscal 1999, while diluted earnings per share
increased 22% to $0.75.
9
<PAGE>
Diluted earnings per share reflect a 3.1% increase in the weighted average
number of shares outstanding.
Nine month revenues for the Property Services division were $206.8 million, an
increase of approximately $50 million or 32% over the prior year. Approximately
$33.1 million of the revenue increase resulted from acquisitions including APE
and several tuck-under acquisitions. The balance of the increase resulted from
internal growth, although, the year over year growth comparison is impacted by
divested businesses as discussed above. Property Services EBITDA margin for the
nine months was $26.0 million or 12.6% compared to $19.2 million or 12.3% in the
prior year.
Nine month revenues for the Business Services division were $54.2 million, up
25% over the prior year, reflecting the impact of the acquisition of DDS
Southwest and solid internal growth. Business Services EBITDA for the first nine
months of fiscal 2000 was $11.4 million or 21% of revenue, up from $9.0 million
or 21% in the prior year.
Corporate expenses increased to $3.3 million in the first nine months of fiscal
2000 from $2.5 million as a result of higher salary costs and increased travel
relative to the prior year.
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, from October
to March. The community association management, 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-team acquisition growth.
10
<PAGE>
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
December 31, 1999, the Company had drawn Cdn $5.0 million and US $99.1
million.
The Company has an interest rate swap contract to December 31, 2002 at a fixed
rate of 5.3% in the amount of approximately $14 million to hedge against
interest rate exposure on a portion of its revolving facilities.
The Company is exposed to foreign currency exchange risk. The Company's exposure
to foreign exchange losses may be mitigated as the lending agreement provides
that it may borrow in Canadian or U.S. funds.
During the third quarter, capital expenditures were approximately $2.1 million
split approximately equally between management information systems, leasehold
improvements and vehicles and equipment.
In connection with certain acquisitions, the Company has agreed to pay
additional consideration based on operating results of the acquired entity. 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.
The Company does not anticipate paying dividends on its outstanding shares in
the foreseeable future. Management believes that it is in the best interest of
shareholders to retain all available funds to invest in its businesses with the
objective of building long-term shareholder value.
YEAR 2000
The Company has addressed the Year 2000 issue, which is the result of computer
programs being written using two digits rather than four to define the
applicable year. As a result, computer applications and software may recognize
an input of two zeros (00) as the year 1900. This incorrect date recognition
could cause systems and software malfunctions that may have a material adverse
effect on business operations. This potential problem could have affected not
only the Company's internal information systems and other infrastructure
containing embedded technology, but also those of third parties, such as
customers and suppliers using systems that may interact with or affect the
Company's operations or, in the case of the Company's security operation,
systems supplied by the Company.
COMPANY'S READINESS. Beginning in late fiscal 1997 the Company undertook a
comprehensive review of its software applications and computer infrastructure
and other
11
<PAGE>
infrastructure containing embedded technology that were likely to be affected
by the Year 2000 issue. The review was completed in fiscal 1999 using the
Company's employees and various computer consultants.
As a result of this review, new systems or upgrades were implemented at several
of the operations during fiscal 1998, fiscal 1999 and the first half of fiscal
2000. The Company believes that it is largely Y2K compliant and the Year 2000
issue will not pose significant operational problems for its computer systems.
The Company identified its significant customers and suppliers that it believes,
are critical to its various operations. Steps were completed to ascertain their
respective stages of readiness through the use of questionnaires, interviews,
and other available means to determine the progress that those customers and
suppliers are making in remediating their own Year 2000 issues. The Company
required that significant customers and suppliers certify those products and
services to be Year 2000 compliant.
Although the Company believes it has taken all reasonable commercial steps to
attain Year 2000 compliance, there is no assurance that external factors beyond
the Company's control relating to Year 2000 non-compliance could arise and
adversely affect its operations or those of the parties upon which its
operations rely.
COST OF COMPLIANCE. Many of the systems upgrades which dealt with the Y2K issue
would have occurred in the normal course of business. In other cases, the
Company accelerated normal course systems replacements or upgrades in view of
the Y2K issue. The costs incurred to replace non-compliant systems that would
not otherwise have been replaced were not material. All Year 2000 costs have
been funded with cash from operations.
12
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ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
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 a
syndicate of bank lenders
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 (Commission File number 0-24762)
13
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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: FEBRUARY 11, 2000
FIRSTSERVICE CORPORATION
By: D. SCOTT PATTERSON
----------------------------------------------------
D. SCOTT PATTERSON
SENIOR VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER & AUTHORIZED SIGNATORY)
14
