Firstservice CorpTSX: FSV

FirstService reports record third quarter results; residential property management and commercial real estate post strong gains

· Issued by FirstService Corp via CNW
Highlights:    
    -  Revenues up 57%
    -  EBITDA up 15%
    -  Adjusted net earnings up 21%
    -  Adjusted diluted EPS up 14%
    -  Updates financial outlook - fiscal 2006 EPS range now $1.16 to
       $1.20
    -  Provides preliminary outlook for year ending March 31, 2007

TORONTO, Jan. 31 /CNW/ - FirstService Corporation (Nasdaq: FSRV; TSX:
FSV.SV) today reported record results for its third quarter ended December 31,
2005. All amounts are in US dollars.
Quarterly revenues were $342.0 million, an increase of 57% relative to
the same period last year. EBITDA (see definition and reconciliation below)
increased 15% to $27.9 million. Adjusted net earnings were $10.3 million, up
21% from $8.5 million in the prior year period. Adjusted diluted earnings per
share were $0.32, up 14% from $0.28 in the prior year period. The adjustment
(see reconciliation below) represents non-cash amortization of short-lived
brokerage backlog intangible assets, relating to pending brokerage
transactions and listings, recognized on recent acquisitions in the Company's
Colliers International commercial real estate services platform.
For the nine months ended December 31, 2005, revenues were
$946.1 million, up 67% versus the prior year period, while EBITDA was up 46%
to $74.6 million. Adjusted net earnings were $35.9 million, up 42% for the
nine month period, while adjusted diluted earnings per share were $1.13, up
36%.
"Our results for the third quarter were very strong and continued the
momentum that began early in the year. Our balance sheet has never been
stronger, putting us in an excellent position for future growth," said Jay S.
Hennick, Founder and Chief Executive Officer. "While we are pleased with the
performance of all our service lines, the results from our Residential
Property Management business were exceptional both in terms of year over year
growth and margin expansion and our Colliers International operation continued
its strong performance," he added.

About FirstService Corporation
------------------------------
FirstService is a leader in the rapidly growing service sector, providing
services in the following areas: commercial real estate; residential property
management; integrated security services; property improvement and business
services. Market-leading brands include Colliers International in commercial
real estate; The Continental Group in residential property management;
Intercon Security and Security Services & Technologies in integrated security
services; California Closets, Paul Davis Restoration, Pillar to Post Home
Inspections and CertaPro Painters in property improvement; and Resolve
Corporation in business services.
FirstService is a diversified service company with more than
US$1.2 billion in annualized revenues and over 16,000 employees worldwide.
More information about FirstService is available at www.firstservice.com.

Segmented Quarterly Operating Results
-------------------------------------
Residential Property Management revenues increased to $82.8 million for
the quarter, 32% higher than in the prior year period. Internal growth of 29%
was attributable to growth in contractual property management fee and
ancillary services revenues. Services provided to existing clients recovering
from the impact of Hurricane Wilma also contributed to the higher than normal
internal growth rate. EBITDA for the quarter was $7.3 million, up 62% from
$4.5 million one year ago, while margins improved 170 basis points due to
operating leverage and an increase in high-margin ancillary services revenues.
Colliers International, the Company's commercial real estate services
operation, generated revenues of $141.2 million for the third quarter
representing growth of 185%, much of which was the result of the acquisitions
of CMN International Inc. ("CMN") in November 2004 and Los Angeles-based
Colliers Seeley International, Inc. ("Seeley") in November 2005. Internal
growth was 22% relative to the same period one year ago resulting from
continuing robust brokerage activity in most of its markets, especially North
America. Third quarter EBITDA was $11.5 million, at a margin of 8.2%. The
margin reported in the prior year period reflected the results for the month
of December 2004 only, which month is the seasonal peak in this business.
Revenues in Property Improvement Services totalled $32.4 million, an
increase of 21% over the prior year period. Internal growth was 12%, with
strong system-wide sales increases generated across franchise systems. EBITDA
for the third quarter was $3.1 million, an increase of $0.3 million relative
to last year.
Integrated Security Services revenues in the third quarter were
$40.1 million, an 8% increase relative to the prior year period. Excluding the
impact of foreign exchange, growth was 5%. The revenue growth was attributable
to higher levels of commercial security systems installation activity.
Quarterly EBITDA was $2.8 million versus $2.9 million in the prior year
period.
Third quarter Business Services revenues were $45.4 million, up 10%
relative to the prior year period. Excluding the impact of foreign exchange,
growth was 6%. The revenue increase was the result of higher volumes from
several clients as well as the recently won student loan processing contract.
EBITDA was $7.3 million, up from $6.3 million in the third quarter last year
while margins increased 80 basis points to 16.0%. The increases were
attributable mainly to the fulfilment operations, which benefited from
continuing higher production volumes and better capacity utilization.
Quarterly corporate costs were $4.0 million, relative to $2.5 million in
the prior year period. The increase was attributable to additional management
resources necessary to support the growth of the Company, higher   
performance-based compensation expense and Sarbanes-Oxley related costs.
A comparison of segmented EBITDA to operating earnings is provided below.

Repurchases of FirstService Shares
----------------------------------
During the period from October 31, 2005 to December 23, 2005, the Company
purchased 472,700 Subordinate Voting Shares for cancellation through the
facilities of the Toronto Stock Exchange and Nasdaq National Market at an
average cost of $23.68 per share pursuant to a Normal Course Issuer Bid. The
repurchases represented approximately 1.6% of the total shares outstanding
prior to the repurchase and were funded from operating cash flow and cash on
hand.

Financial Outlook
-----------------
As a result of continuing strong performance, FirstService is increasing
the previously issued outlook for fiscal 2006.
<<
                                 Year ending              Year ending
(in millions of US              March 31, 2006           March 31, 2007
 dollars, except per
 share amounts)            Updated         Previous        Preliminary
                           -------         --------        -----------

Revenues               $1,200 - $1,225  $1,125 - $1,175  $1,300 - $1,400

EBITDA                 $107.0 - $110.0  $102.0 - $108.0  $116.0 - $126.0

Adjusted diluted
 earnings per share     $1.16 - $1.20    $1.08 - $1.16    $1.27 - $1.37

Note: The outlook assumes (i) no further acquisitions or divestitures
completed during the outlook period and (ii) current economic conditions
in the markets in which the Company operates remaining unchanged and in
particular the market for commercial real estate services. Actual results
may differ materially. The Company undertakes no obligation to continue
to update this information.


Conference Call
---------------
FirstService will be holding a conference call on Tuesday, January 31,
2006 at 11:00AM Eastern Time to discuss results for the third quarter, the
outlook for the balance of fiscal 2006 and the preliminary 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    Nine months ended
                                   December 31           December 31
                              --------------------- ---------------------
                                   2005       2004       2005       2004
                              ---------- ---------- ---------- ----------

Revenues                      $ 342,002  $ 218,184  $ 946,070  $ 565,927
Cost of revenues                222,684    137,017    603,051    373,312
Selling, general and
 administrative expenses         91,393     56,863    247,304    127,241
Depreciation                      4,517      3,879     13,447     10,536
Amortization of intangibles
 other than backlog               1,043        739      2,798      2,041
Amortization of brokerage
 backlog(1)                       3,712      4,958      4,870      4,958
                              ---------- ---------- ---------- ----------
Operating earnings               18,653     14,728     74,600     47,839
Other (income) expense(2)        (2,542)      (341)    (3,729)      (341)
Interest expense                  3,722      2,797     11,746      7,357
                              ---------- ---------- ---------- ----------
                                 17,473     12,272     66,583     40,823
Income taxes                      6,606      3,587     22,637     11,903
                              ---------- ---------- ---------- ----------
                                 10,867      8,685     43,946     28,920
Minority interest share of
 earnings                         2,714      3,380     10,881      6,684
                              ---------- ---------- ---------- ----------
Net earnings from continuing
 operations                       8,153      5,305     33,065     22,236
Net (loss) earnings from
 discontinued operations, net
 of income taxes                      -       (363)         -      1,626
                              ---------- ---------- ---------- ----------
Net earnings                  $   8,153  $   4,942  $  33,065  $  23,862
                              ---------- ---------- ---------- ----------
                              ---------- ---------- ---------- ----------

Net earnings (loss) per share
  Basic
    Continuing operations     $    0.27  $    0.17  $    1.10  $    0.74
    Discontinued operations           -      (0.01)         -       0.06
                              ---------- ---------- ---------- ----------
                              $    0.27  $    0.16  $    1.10  $    0.80
                              ---------- ---------- ---------- ----------
                              ---------- ---------- ---------- ----------

  Diluted(3)

    Continuing operations     $    0.25  $    0.17  $    1.04  $    0.73
    Discontinued operations           -      (0.01)         -       0.05
                              ---------- ---------- ---------- ----------
                              $    0.25  $    0.16  $    1.04  $    0.78
                              ---------- ---------- ---------- ----------
                              ---------- ---------- ---------- ----------
Adjusted diluted net earnings
 per share from continuing
 operations(4)                $    0.32  $    0.28  $    1.13  $    0.83
                              ---------- ---------- ---------- ----------
Weighted average shares
 outstanding: (in thousands)
  Basic                          30,185     29,802     30,215     29,683
  Diluted                        30,915     30,376     30,951     30,255

Notes
(1) Amortization of short-lived brokerage backlog intangible assets
    recognized upon the acquisitions of (i) CMN in November 2004; (ii) an
    additional 11.2% interest in CMN on October 1, 2005; and (iii) an
    82.3% interest in Seeley on November 23, 2005. 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 quarter ended December 31, 2005 includes a
    $2,012 pre-tax gain on the disposal of two businesses.
(3) Numerators for diluted earnings per share calculations have been
    adjusted to reflect dilution from stock options at subsidiaries. The
    adjustment for the three months ended December 31, 2005 is $283
    (2004 - nil) and for the nine months ended December 31, 2005 is $984
    (2004 - nil).
(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    Nine months ended
                                   December 31           December 31
                              --------------------- ---------------------
                                   2005       2004       2005       2004
                              ---------- ---------- ---------- ----------

Adjusted operating earnings   $  22,365  $  19,686  $  79,470  $  52,797
Amortization of brokerage
 backlog                         (3,712)    (4,958)    (4,870)    (4,958)
                              ---------- ---------- ---------- ----------
Operating earnings            $  18,653  $  14,728  $  74,600  $  47,839
                              ---------- ---------- ---------- ----------

Adjusted net earnings from
 continuing operations        $  10,296  $   8,478  $  35,949  $  25,409
Amortization of brokerage
 backlog                         (3,712)    (4,958)    (4,870)    (4,958)
Deferred income taxes             1,411      1,785      1,828      1,785
Minority interest                   158          -        158          -
                              ---------- ---------- ---------- ----------
Net earnings from continuing
 operations                   $   8,153  $   5,305  $  33,065  $  22,236
                              ---------- ---------- ---------- ----------

Adjusted diluted net
 earnings per share from
 continuing operations        $    0.32  $    0.28  $    1.13  $    0.83
Amortization of brokerage
 backlog, net of deferred
 income taxes                     (0.07)     (0.11)     (0.09)     (0.10)
                              ---------- ---------- ---------- ----------
Diluted net earnings per
 share from continuing
 operations                   $    0.25  $    0.17  $    1.04  $    0.73
                              ---------- ---------- ---------- ----------



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    Nine months ended
                                   December 31           December 31
                              --------------------- ---------------------
                                   2005       2004       2005       2004
                              ---------- ---------- ---------- ----------

EBITDA                        $  27,925  $  24,304  $  95,715  $  65,374
Depreciation                     (4,517)    (3,879)   (13,447)   (10,536)
Amortization of intangibles
 other than brokerage backlog    (1,043)      (739)    (2,798)    (2,041)
Amortization of brokerage
 backlog                         (3,712)    (4,958)    (4,870)    (4,958)
                              ---------- ---------- ---------- ----------
Operating earnings            $  18,653  $  14,728  $  74,600  $  47,839
                              ---------- ---------- ---------- ----------



Condensed Consolidated Balance Sheets
-------------------------------------
(in thousands of US dollars)
(unaudited)
                                                December 31     March 31
                                                       2005         2005
                                                ------------  -----------

Assets
------
Cash and cash equivalents                         $  76,834    $  37,458
Accounts receivable                                 197,223      168,927
Inventories                                          23,901       20,878
Prepaids and other current assets                    30,376       21,507
                                                 -----------  -----------
  Current assets                                    328,334      248,770

Fixed assets                                         66,330       57,241
Other non-current assets                             24,904       22,754
Goodwill and intangibles                            320,670      297,963
                                                 -----------  -----------
  Total assets                                    $ 740,238    $ 626,728
                                                 -----------  -----------
                                                 -----------  -----------

Liabilities and shareholders' equity
------------------------------------
Accounts payable and accrued liabilities          $ 206,086    $ 155,429
Other current liabilities                            10,531        9,147
Long term debt - current                             18,489       18,206
                                                 -----------  -----------
  Current liabilities                               235,106      182,782

Long term debt - non-current                        230,302      201,809
Deferred income taxes                                33,186       29,802
Minority interest                                    30,783       26,464
Shareholders' equity                                210,861      185,871
                                                 -----------  -----------
  Total liabilities and equity                    $ 740,238    $ 626,728
                                                 -----------  -----------
                                                 -----------  -----------

Total debt, excluding interest rate swaps         $ 248,791    $ 219,732
                                                 -----------  -----------
Total debt, net of cash, excluding interest
 rate swaps                                         171,957      182,274
                                                 -----------  -----------



Condensed Consolidated Statements of Cash Flows
-----------------------------------------------
(in thousands of US dollars)
(unaudited)
                                                    Nine months ended
                                                       December 31
                                                 ------------------------
                                                       2005         2004
                                                 -----------  -----------
Operating activities
Net earnings from continuing operations           $  33,065    $  22,235
Items not affecting cash:
  Depreciation and amortization                      21,115       17,535
  Deferred income taxes                              (1,499)        (911)
  Minority interest share of earnings                10,881        6,684
  Other                                                 (94)         743

Changes in operating assets and liabilities           7,233      (10,660)
                                                 -----------  -----------
Net cash provided by operating activities            70,701       35,626
                                                 -----------  -----------

Investing activities
Acquisitions of businesses, net of cash acquired    (23,301)     (56,715)
Purchases of fixed assets, net                      (20,581)     (10,656)
Other investing activities                           (4,340)       3,306
                                                 -----------  -----------
Net cash used in investing                          (48,222)     (64,065)
                                                 -----------  -----------

Financing activities
Increases in long-term debt                          28,951       47,944
Other financing activities                          (12,049)       2,154
                                                 -----------  -----------
Net cash provided by financing                       16,902       50,098
                                                 -----------  -----------

Net cash provided by discontinued operations              -        4,430
                                                 -----------  -----------
Effect of exchange rate changes on cash                  (5)       3,260
                                                 -----------  -----------
Increase in cash and cash equivalents
 during the period                                   39,376       29,349
Cash and cash equivalents, beginning of period       37,458       15,620
                                                 -----------  -----------
Cash and cash equivalents, end of period          $  76,834    $  44,969
                                                 -----------  -----------
                                                 -----------  -----------



Segmented Revenues, EBITDA and Operating Earnings
-------------------------------------------------
(in thousands of US dollars)
(unaudited)
                                       Commercial
                           Residential       Real Integrated     Property
                              Property     Estate   Security  Improvement
                            Management   Services   Services     Services
                           ----------------------------------------------

Three months ended December 31

2005
Revenues                      $  82,751  $ 141,241  $  40,091  $  32,454
EBITDA                            7,252     11,532      2,785      3,080
Operating earnings                5,879      6,921      2,076      2,082

2004
Revenues                      $  62,918  $  49,599  $  37,196  $  26,812
EBITDA                            4,481     10,390      2,902      2,765
Operating earnings                3,204      5,167      2,282      1,892


Nine months ended December 31

2005
Revenues                      $ 258,791  $ 344,493  $ 108,465  $ 108,210
EBITDA                           25,288     30,971      6,261     25,393
Operating earnings               21,271     23,408      4,254     22,682

2004
Revenues                      $ 206,355  $  49,599  $ 106,909  $  87,937
EBITDA                           18,545     10,390      8,156     19,711
Operating earnings               14,957      5,167      6,424     17,436




                               Business                Consol-
                               Services  Corporate     idated
                             ---------------------------------

Three months ended December 31

2005
Revenues                      $  45,351  $     114  $ 342,002
EBITDA                            7,262     (3,986)    27,925
Operating earnings                5,723     (4,028)    18,653

2004
Revenues                      $  41,258  $     401  $ 218,184
EBITDA                            6,282     (2,516)    24,304
Operating earnings                4,725     (2,542)    14,728


Nine months ended December 31

2005
Revenues                      $ 125,883  $     228  $ 946,070
EBITDA                           17,030     (9,228)    95,715
Operating earnings               12,337     (9,352)    74,600

2004
Revenues                      $ 114,661  $     466  $ 565,927
EBITDA                           14,640     (6,068)    65,374
Operating earnings               10,036     (6,181)    47,839

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