Firstservice CorpTSX: FSV

FirstService reports record fourth quarter and yearend results

· Issued by Firstservice Corp via CNW
Exceeds $1 billion in revenues for the first time

Yearend highlights:
    -  Revenues $1.1 billion, up 64%
    -  EBITDA $89 million, up 57%
    -  Net earnings up 54%
    -  Diluted EPS up 51%
    -  Net after-tax gain of $36 million on sale of Resolve Corporation 

TORONTO, May 17 /CNW/ - FirstService Corporation (Nasdaq: FSRV; TSX: FSV)
today reported record results for its fourth quarter and year ended March 31,
2006. All amounts are in US dollars.
For the year ended March 31, 2006, revenues were $1.068 billion, up 64%
versus the prior year period, while EBITDA (see definition and reconciliation
below) was up 57% to $88.8 million. Operating results exclude the Resolve
Corporation business services operation which is classified as a discontinued
operation for all periods presented. Adjusted net earnings from continuing
operations were $32.3 million, up 54% from $21.0 million in the prior year,
while adjusted diluted earnings per share from continuing operations were
$1.01, up 51%. The adjustment (see reconciliations below) represents non-cash
amortization of short-lived intangible assets relating to pending brokerage
transactions and listings recognized on recent acquisitions in the Company's
commercial real estate services platform.
Fourth quarter revenues were $247.9 million, an increase of 24% relative
to the same period last year. EBITDA increased 90% to $10.1 million. Adjusted
net earnings from continuing operations were $1.9 million versus a loss of
$0.5 million in the prior year period. Adjusted diluted earnings per share
from continuing operations were $0.06 versus a loss of $0.03 in the prior year
period.
"Our strong fiscal 2006 results, solid capital base and the favorable
operating environments in each of our service lines position FirstService to
continue delivering outstanding results for our shareholders in fiscal 2007
and beyond," said Jay S. Hennick, Founder and Chief Executive Officer. "The
sale of Resolve was an important step as we sharpen our focus as a property
services company competing in global markets. FirstService has $300 million in
available capital to invest in long-term growth opportunities and we will
continue to capitalize on strong internal growth and appropriate
acquisitions," 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 in residential property management; California
Closets, Paul Davis Restoration, Pillar to Post Home Inspections and CertaPro
Painters in property improvement; and Intercon Security and Security Services
& Technologies in integrated security services.
FirstService is a diversified property services company with more than
US$1 billion in annualized revenues and over 12,000 employees worldwide. More
information about FirstService is available at www.firstservice.com.

Segmented Quarterly Results
---------------------------
The company's Commercial Real Estate Services operation generated
revenues of $93.9 million for the fourth quarter, representing growth of 32%.
Internal growth was 15% relative to the same period one year ago resulting
from continuing robust brokerage activity, particularly along the North
American west coast and in Australia. The balance of the growth was
attributable to the November 2005 acquisition of Los Angeles-based Colliers
Seeley. Fourth quarter EBITDA was $5.5 million, at a margin of 5.8%, up
dramatically from $0.4 million at a margin of 0.6% reported in the prior year
quarter. The increase in margin was attributable to changes in the variable
broker commission structure that result in lower commission expense early in
the calendar year until minimum thresholds are achieved and higher expense
later in the year, provided production targets are met by brokers. The margin
was also impacted by lower administrative spending during the quarter.
Residential Property Management revenues increased to $87.3 million for
the quarter, 27% higher than in the prior year period. Substantially all of
the growth was attributable to contractual property management fee revenues.
EBITDA for the quarter was $6.1 million, up 10% from $5.5 million one year
ago, while margins were 7.0% versus 8.0% primarily due to changes in revenue
mix with proportionately less higher-margin ancillary services revenues
compared to the prior year period.
Revenues in Property Improvement Services totalled $25.9 million, an
increase of 9% over the prior year period. Internal growth in this seasonally
slow quarter was 4%. EBITDA for the fourth quarter was $0.4 million, an
increase of $0.2 million relative to last year.
Integrated Security Services revenues in the fourth quarter were
$40.6 million, a 12% increase relative to the prior year period. Excluding the
impact of foreign exchange, growth was 8%. Revenue growth was attributable to
higher levels of commercial security systems installation activity. Quarterly
EBITDA was $1.4 million versus $2.1 million in the prior year period, a result
of lower gross margins in certain markets consistent with results posted in
earlier quarters of fiscal 2006.
On March 17, 2006, the Company completed the sale of its Resolve business
services operation. An after-tax gain on sale of discontinued operations of
$35.8 million was recorded. Excluding this gain, discontinued operations
reported after-tax earnings of $5.6 million for the fiscal year ended
March 31, 2006, relative to $6.6 million in the prior year. The difference was
primarily a result of a gain on the settlement of a long term contract by
Resolve during the comparative prior year fourth quarter ended March 31, 2005.
Quarterly corporate costs were $3.2 million, $0.3 million higher than in
the prior year quarter. Included in both periods were performance-based
executive compensation accruals and costs for Sarbanes-Oxley compliance work.
A comparison of segmented EBITDA to operating earnings is provided below.

Repurchases of FirstService Shares
----------------------------------
During the period from October 31, 2005 to March 14, 2006, the Company
purchased 571,650 Subordinate Voting Shares for cancellation through the
facilities of the Toronto Stock Exchange and Nasdaq National Market at an
average cost of $23.98 per share pursuant to a normal course issuer bid. The
repurchases represented approximately 1.9% of the total shares outstanding
prior to the repurchase and were funded from operating cash flow and cash on
hand. During the quarter ended March 31, 2006, the number of shares
repurchased was 98,950.

Adoption of New Stock Option Accounting Standard
------------------------------------------------
The Company has been recording compensation expense related to stock
options granted since April 1, 2003. Effective April 1, 2006, FirstService
adopted FASB Statement No. 123(R) Share-Based Payment ("SFAS 123R"). SFAS 123R
requires that share-based compensation transactions, including grants of
employee stock options, be accounted for using a fair value based method and
prescribes detailed calculation methods. The adoption of SFAS 123R will result
in a cumulative effect of an accounting policy charge of $1.0 million, which
will be recorded in the quarter ended June 30, 2006, and represents a       
non-recurring, non-cash expense.

Financial Outlook
-----------------
Based on the results of fiscal 2006 and the completion of the Company's
annual budgeting process, FirstService is reiterating the outlook for fiscal
2007 previously issued on March 20, 2006.

<<
                                                       Fiscal year ending
                                                        March 31, 2007(1)
(in millions of US dollars, except per share amounts)
Revenues                                                 $1,125 - $1,200
EBITDA(2)                                                   $96 - $105
Adjusted diluted net earnings per share(3)                $1.12 - $1.22

Notes
(1) The outlook assumes: (i) no further acquisitions or divestitures
    completed during the outlook period (ii) exclusion of expected impact
    of one-time cumulative effect adjustments upon adoption of SFAS
    123(R) on April 1, 2006 and (iii) 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.
(2) EBITDA is defined as net earnings before minority interest share of
    earnings, income taxes, interest, depreciation and amortization.
    EBITDA is not a recognized measure of financial performance under
    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.
(3) Diluted net earnings per share is adjusted for the impact of
    accelerated amortization of short-lived intangible assets acquired in
    connection with commercial real estate acquisitions completed during
    the past year.

Conference Call
---------------
FirstService will be holding a conference call on Wednesday, May 17, 2006
at 11:00AM Eastern Time to discuss results for the fourth quarter and full
fiscal year as well as the outlook for fiscal 2007. 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
--------------------------
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 and U.S. Securities and Exchange Commission.


FIRSTSERVICE CORPORATION
Condensed Consolidated Statements of Earnings
---------------------------------------------
(in thousands of US dollars, except per share amounts)
(unaudited)

                             Three months ended          Year ended
                                  March 31                March 31
                          ----------------------- -----------------------
                                2006        2005        2006        2005
                          ----------- ----------- ----------- -----------

Revenues                  $  247,947  $  200,110  $1,068,134  $  651,376

Cost of revenues             162,181     123,621     684,280     422,784
Selling, general and
 administrative expenses      75,647      71,152     295,050     172,179
Depreciation                   3,426       3,372      12,340       9,603
Amortization of intangibles
 other than backlog            1,046       1,026       3,684       2,769
Amortization of short-lived
 brokerage backlog(1)          2,684       3,777       7,554       8,735
                          ----------- ----------- ----------- -----------
Operating earnings (loss)      2,963      (2,838)     65,226      35,306
Other (income) expense(2)        (47)       (375)     (3,776)       (375)
Interest expense               3,113       2,732      11,879       7,192
                          ----------- ----------- ----------- -----------
                                (103)     (5,195)     57,123      28,489
Income taxes                  (2,015)     (2,128)     17,208       7,014
                          ----------- ----------- ----------- -----------
                               1,912      (3,067)     39,915      21,475
Minority interest share
 of earnings                   1,441        (193)     11,881       6,085
                          ----------- ----------- ----------- -----------
Net earnings (loss) from
 continuing operations           471      (2,874)     28,034      15,390
Earnings from discontinued
 operations, net of
 income taxes                    142       2,955       5,644       6,617
Gain (loss) on sale of
 discontinued operations,
 net of income taxes          35,819        (736)     35,819       1,200
                          ----------- ----------- ----------- -----------
Net earnings (loss)       $   36,432  $     (655) $   69,497  $   23,207
                          ----------- ----------- ----------- -----------
                          ----------- ----------- ----------- -----------

Net earnings (loss)
 per share
  Basic
    Continuing
     operations           $     0.02  $    (0.10) $     0.93  $     0.52
    Discontinued
     operations                    -        0.10        0.18        0.22
    Sale of discontinued
     operations                 1.19       (0.02)       1.19        0.04
                          ----------- ----------- ----------- -----------
                          $     1.21  $    (0.02) $     2.30  $     0.78
                          ----------- ----------- ----------- -----------
                          ----------- ----------- ----------- -----------

  Diluted(3)
    Continuing
     operations           $     0.01  $    (0.11) $     0.87  $     0.49
    Discontinued
     operations                    -        0.09        0.18        0.21
    Sale of discontinued
     operations                 1.17       (0.02)       1.16        0.04
                          ----------- ----------- ----------- -----------
                          $     1.18  $    (0.04) $     2.21  $     0.74
                          ----------- ----------- ----------- -----------
                          ----------- ----------- ----------- -----------

Adjusted diluted net
 earnings (loss) per
 share from continuing
 operations(4)            $     0.06  $    (0.03) $     1.01  $     0.67
                          ----------- ----------- ----------- -----------

Weighted average shares
 outstanding:
 (in thousands)
  Basic                       30,035      30,065      30,171      29,777
  Diluted                     30,683      30,743      30,896      30,467

Notes:
(1) Amortization of short-lived brokerage backlog intangible assets
    recognized upon recent acquisitions in the commercial real estate
    services segment. 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) Other income for the year ended March 31, 2006 includes a $2,012
    pre-tax gain on the disposal of two businesses recognized during the
    quarter ended December 31, 2005.
(3) Numerators for diluted earnings per share calculations have been
    adjusted to reflect dilution from stock options outstanding at
    subsidiaries. The adjustment for the three months ended March 31,
    2006 is $269 (2005 - $569) and for the year ended March 31, 2006 is
    $1,253 (2005 - $569).
(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.


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 brokerage
businesses. This amortization is being eliminated because the Company believes
the short-lived and non-cash nature of this charge is not reflective of the
operating performance of the Company. All of the adjustments are considered
"non-GAAP financial measures" under OSC and SEC guidelines. The following
tables provide a reconciliation of the adjusted measures:

                             Three months ended          Year ended
                                  March 31                March 31
                          ----------------------- -----------------------
                                2006        2005        2006        2005
                          ----------- ----------- ----------- -----------

Adjusted operating
 earnings                 $    5,647  $      939  $   72,780  $   44,041
Amortization of
 brokerage backlog            (2,684)     (3,777)     (7,554)     (8,735)
                          ----------- ----------- ----------- -----------
Operating earnings (loss) $    2,963  $   (2,838) $   65,226  $   35,306
                          ----------- ----------- ----------- -----------

Adjusted net earnings
 (loss) from continuing
 operations               $    1,885  $     (457) $   32,332  $   20,980
Amortization of
 brokerage backlog            (2,684)     (3,777)     (7,554)     (8,735)
Deferred income taxes          1,064       1,360       2,892       3,145
Minority interest                206           -         364           -
                          ----------- ----------- ----------- -----------
Net earnings (loss) from
 continuing operations    $      471  $   (2,874) $   28,034  $   15,390
                          ----------- ----------- ----------- -----------

Adjusted diluted net
 earnings (loss) per
 share from continuing
 operations               $     0.06  $    (0.03) $     1.01  $     0.67
Amortization of
 brokerage backlog, net
 of deferred income taxes      (0.05)      (0.08)      (0.14)      (0.18)
                          ----------- ----------- ----------- -----------
Diluted net earnings
 (loss) per share from
 continuing operations    $     0.01  $    (0.11) $     0.87  $     0.49
                          ----------- ----------- ----------- -----------


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. The Company uses EBITDA to evaluate operating performance and as
a measure for debt covenants with its lenders. 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          Year ended
                                  March 31                March 31
                          ----------------------- -----------------------
                                2006        2005        2006        2005
                          ----------- ----------- ----------- -----------

EBITDA                    $   10,119  $    5,337  $   88,804  $   56,413
Depreciation                  (3,426)     (3,372)    (12,340)     (9,603)
Amortization of
 intangibles other than
 brokerage backlog            (1,046)     (1,026)     (3,684)     (2,769)
Amortization of
 brokerage backlog            (2,684)     (3,777)     (7,554)     (8,735)
                          ----------- ----------- ----------- -----------
Operating earnings (loss) $    2,963  $   (2,838) $   65,226  $   35,306
                          ----------- ----------- ----------- -----------


Condensed Consolidated Balance Sheets
-------------------------------------
(in thousands of US dollars)
(unaudited)

                                                    March 31    March 31
                                                        2006        2005
                                                  ----------- -----------
Assets
Cash and cash equivalents                         $  167,938  $   37,458
Accounts receivable                                  128,276     168,927
Inventories                                           27,267      20,878
Prepaids and other current assets                     31,698      21,507
                                                  ----------- -----------
  Current assets                                     355,179     248,770

Fixed assets                                          48,733      57,241
Other non-current assets                              39,911      22,754
Goodwill and intangibles                             267,262     297,963
                                                  ----------- -----------
  Total assets                                    $  711,085  $  626,728
                                                  ----------- -----------
                                                  ----------- -----------

Liabilities and shareholders' equity
------------------------------------
Accounts payable and accrued liabilities          $  149,875  $  155,429
Other current liabilities                             15,144       9,147
Long term debt - current                              18,646      18,206
                                                  ----------- -----------
  Current liabilities                                183,665     182,782

Long term debt - non-current                         230,040     201,809
Deferred income taxes                                 31,165      29,802
Minority interest                                     28,463      26,464
Shareholders' equity                                 237,752     185,871
                                                  ----------- -----------
  Total liabilities and equity                    $  711,085  $  626,728
                                                  ----------- -----------
                                                  ----------- -----------


Total debt, excluding interest rate swaps         $  248,686  $  219,732
                                                  ----------- -----------
Total debt, net of cash, excluding interest
 rate swaps                                           80,748     182,274
                                                  ----------- -----------


Condensed Consolidated Statements of Cash Flows
-----------------------------------------------
(in thousands of US dollars)
(unaudited)

                                                    Year ended March 31
                                                  -----------------------
                                                        2006        2005
                                                  ----------- -----------

Operating activities
Net earnings from continuing operations           $   28,034  $   15,390
Items not affecting cash:
  Depreciation and amortization                       23,578      21,107
  Deferred income taxes                               (4,325)        473
  Minority interest share of earnings                 11,881       6,086

Changes in operating assets and liabilities           (8,992)    (12,145)
Other operating activities                             7,519       5,531
                                                  ----------- -----------
Net cash provided by operating activities             57,695      36,442
                                                  ----------- -----------

Investing activities
Acquisitions of businesses, net of cash acquired     (26,088)    (58,978)
Purchases of fixed assets, net                       (18,837)    (12,499)
Other investing activities                            95,436       3,022
                                                  ----------- -----------
Net cash provided by (used in) investing              50,511     (68,455)
                                                  ----------- -----------

Financing activities
Increases in long-term debt                           36,052      48,630
Other financing activities                           (12,793)      2,087
                                                  ----------- -----------
Net cash provided by financing                        23,259      50,717
                                                  ----------- -----------
Effect of exchange rate changes on cash                 (985)      3,134
                                                  ----------- -----------
Increase in cash and cash equivalents during
 the period                                          130,480      21,838

Cash and cash equivalents, beginning of period        37,458      15,620
                                                  ----------- -----------
Cash and cash equivalents, end of period          $  167,938  $   37,458
                                                  ----------- -----------
                                                  ----------- -----------


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

                       Commercial   Inte-   Property
           Residential    Real     grated   Improve-
              Property   Estate   Security    ment               Consol-
            Management  Services  Services  Services Corporate    idated
          ---------------------------------------------------------------

Three months ended March 31

2006
Revenues      $ 87,342  $ 93,941  $ 40,598  $ 25,926 $    140   $247,947
EBITDA           6,102     5,494     1,399       372   (3,248)    10,119
Operating
 earnings        4,496     1,671       751      (666)  (3,289)     2,963

2005
Revenues      $ 68,874  $ 70,936  $ 36,251  $ 23,842 $    207   $200,110
EBITDA           5,543       413     2,130       155   (2,904)     5,337
Operating
 earnings        3,960    (4,232)    1,044      (640)  (2,970)    (2,838)

Year ended March 31

2006
Revenues      $346,133  $438,434  $149,063  $134,136 $    368 $1,068,134
EBITDA          31,390    36,465     7,660    25,765  (12,476)    88,804
Operating
 earnings       25,767    25,079     5,005    22,016  (12,641)    65,226

2005
Revenues      $275,229  $120,535  $143,160  $111,779 $    673   $651,376
EBITDA          24,088    11,144    10,286    19,867   (8,972)    56,413
Operating
 earnings       18,917     1,276     7,468    16,796   (9,151)    35,306

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