UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of: August 2024
Commission file number 001-36897
FIRSTSERVICE CORPORATION
(Translation of registrant’s name into English)
1255 Bay Street, Suite 600
Toronto, Ontario, Canada
M5R 2A9
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover
of Form 20-F or Form 40-F:
Form 20-F ☐ Form 40-F ☒
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, hereunto duly authorized.
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FIRSTSERVICE CORPORATION |
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Date: August 1, 2024 |
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/s/ Jeremy Rakusin |
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Name: Jeremy Rakusin |
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Title: Chief Financial Officer |
EXHIBIT INDEX
FIRSTSERVICE CORPORATION
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Second Quarter
June 30, 2024
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS
The interim consolidated financial statements of FirstService Corporation,
which include the interim consolidated balance sheet as at June 30, 2024 and the interim consolidated statements of earnings, comprehensive
earnings, shareholders’ equity and cash flows for the three and six month periods then ended are the responsibility of management.
The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
and, where appropriate, reflect estimates based on the best judgment of management.
These interim consolidated financial statements have not been audited or
reviewed on behalf of the shareholders by the independent external auditors of the Company, PricewaterhouseCoopers LLP.
/s/ Scott Patterson |
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/s/ Jeremy Rakusin |
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Scott Patterson |
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Jeremy Rakusin |
CEO |
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CFO |
August 1, 2024
FIRSTSERVICE CORPORATION |
CONSOLIDATED STATEMENTS OF EARNINGS |
(Unaudited) |
(in thousands of US dollars, except per share amounts) - in accordance with accounting principles generally accepted in the United States of America |
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Three months | | |
Six months | |
| |
ended June 30 | | |
ended June 30 | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
Revenues (note 3) | |
$ | 1,297,459 | | |
$ | 1,119,734 | | |
$ | 2,455,504 | | |
$ | 2,138,179 | |
| |
| | | |
| | | |
| | | |
| | |
Cost of revenues | |
| 862,463 | | |
| 754,263 | | |
| 1,651,040 | | |
| 1,454,527 | |
Selling, general and administrative expenses | |
| 309,528 | | |
| 252,465 | | |
| 602,531 | | |
| 495,707 | |
Depreciation | |
| 22,216 | | |
| 17,478 | | |
| 43,792 | | |
| 35,074 | |
Amortization of intangible assets | |
| 17,009 | | |
| 11,556 | | |
| 32,240 | | |
| 25,842 | |
Acquisition-related items | |
| 2,306 | | |
| 1,651 | | |
| 3,906 | | |
| 3,758 | |
Operating earnings | |
| 83,937 | | |
| 82,321 | | |
| 121,995 | | |
| 123,271 | |
| |
| | | |
| | | |
| | | |
| | |
Interest expense, net | |
| 20,531 | | |
| 11,954 | | |
| 39,557 | | |
| 22,585 | |
Other income, net (note 6) | |
| (115 | ) | |
| (4,249 | ) | |
| (1,995 | ) | |
| (4,513 | ) |
Earnings before income tax | |
| 63,521 | | |
| 74,616 | | |
| 84,433 | | |
| 105,199 | |
Income tax (note 8) | |
| 18,584 | | |
| 19,903 | | |
| 24,599 | | |
| 27,819 | |
Net earnings | |
| 44,937 | | |
| 54,713 | | |
| 59,834 | | |
| 77,380 | |
| |
| | | |
| | | |
| | | |
| | |
Non-controlling interest share of earnings (note 11) | |
| 2,696 | | |
| 3,376 | | |
| 4,229 | | |
| 5,809 | |
Non-controlling interest redemption increment (note 11) | |
| 7,183 | | |
| 5,977 | | |
| 14,239 | | |
| 10,093 | |
Net earnings attributable to Company | |
$ | 35,058 | | |
$ | 45,360 | | |
$ | 41,366 | | |
$ | 61,478 | |
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| | |
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Net earnings per common share (note 12) | |
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| | | |
| | | |
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| | | |
| | | |
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Basic | |
$ | 0.78 | | |
$ | 1.02 | | |
$ | 0.92 | | |
$ | 1.38 | |
Diluted | |
$ | 0.78 | | |
$ | 1.01 | | |
$ | 0.92 | | |
$ | 1.37 | |
The accompanying notes are an integral part of these financial statements.
FIRSTSERVICE CORPORATION |
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS |
(Unaudited) |
(in thousands of US dollars) - in accordance with accounting principles generally accepted in the United States of America |
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Three months | | |
Six months | |
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ended June 30 | | |
ended June 30 | |
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2024 | | |
2023 | | |
2024 | | |
2023 | |
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| | |
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| | |
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Net earnings | |
$ | 44,937 | | |
$ | 54,713 | | |
$ | 59,834 | | |
$ | 77,380 | |
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| | | |
| | | |
| | | |
| | |
Foreign currency translation gain (loss) | |
| (936 | ) | |
| 1,436 | | |
| (3,076 | ) | |
| 1,483 | |
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| | | |
| | | |
| | | |
| | |
Comprehensive earnings | |
| 44,001 | | |
| 56,149 | | |
| 56,758 | | |
| 78,863 | |
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| | | |
| | | |
| | | |
| | |
Less: Comprehensive earnings attributable to non-controlling
interests | |
| 9,879 | | |
| 9,353 | | |
| 18,468 | | |
| 15,902 | |
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| | | |
| | | |
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Comprehensive earnings attributable to Company | |
$ | 34,122 | | |
$ | 46,796 | | |
$ | 38,290 | | |
$ | 62,961 | |
The accompanying notes are an integral part of these financial statements.
FIRSTSERVICE CORPORATION |
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CONSOLIDATED BALANCE SHEETS |
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(Unaudited) |
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(in thousands of US dollars) - in accordance with accounting principles generally accepted in the United States of America |
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June 30, 2024 | | |
December 31, 2023 | |
Assets | |
| | | |
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Current Assets | |
| | | |
| | |
Cash and cash equivalents | |
$ | 210,918 | | |
$ | 187,617 | |
Restricted cash | |
| 20,591 | | |
| 19,260 | |
Accounts receivable, net of allowance of $20,978 (December 31, 2023 - $19,563) | |
| 895,182 | | |
| 842,236 | |
Income tax recoverable | |
| 23,622 | | |
| 8,809 | |
Inventories (note 7) | |
| 259,825 | | |
| 246,192 | |
Prepaid expenses and other current assets | |
| 71,377 | | |
| 56,888 | |
| |
| 1,481,515 | | |
| 1,361,002 | |
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| | | |
| | |
Other receivables | |
| 4,125 | | |
| 4,238 | |
Other assets | |
| 30,391 | | |
| 30,180 | |
Fixed assets | |
| 237,755 | | |
| 204,188 | |
Operating lease right-of-use assets (note 5) | |
| 227,230 | | |
| 218,299 | |
Intangible assets | |
| 754,438 | | |
| 628,011 | |
Goodwill | |
| 1,310,731 | | |
| 1,179,825 | |
| |
| 2,564,670 | | |
| 2,264,741 | |
| |
$ | 4,046,185 | | |
$ | 3,625,743 | |
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| | | |
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Liabilities and shareholders' equity | |
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Current Liabilities | |
| | | |
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Accounts payable | |
$ | 155,907 | | |
$ | 143,347 | |
Accrued liabilities | |
| 346,642 | | |
| 327,736 | |
Income taxes payable | |
| 3,448 | | |
| 1,470 | |
Unearned revenues | |
| 216,649 | | |
| 178,587 | |
Operating lease liabilities - current (note 5) | |
| 50,266 | | |
| 50,898 | |
Long-term debt - current (note 9) | |
| 41,985 | | |
| 37,132 | |
Contingent acquisition consideration - current (note 10) | |
| 34,840 | | |
| 31,604 | |
| |
| 849,737 | | |
| 770,774 | |
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| | | |
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Long-term debt - non-current (note 9) | |
| 1,289,151 | | |
| 1,144,975 | |
Operating lease liabilities - non-current (note 5) | |
| 194,668 | | |
| 183,923 | |
Contingent acquisition consideration (note 10) | |
| 46,185 | | |
| 31,874 | |
Unearned revenues | |
| 21,883 | | |
| 21,380 | |
Other liabilities | |
| 63,624 | | |
| 62,684 | |
Deferred income tax | |
| 83,908 | | |
| 53,024 | |
| |
| 1,699,419 | | |
| 1,497,860 | |
Redeemable non-controlling interests (note 11) | |
| 415,559 | | |
| 332,963 | |
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| | | |
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Shareholders' equity | |
| 1,081,470 | | |
| 1,024,146 | |
| |
$ | 4,046,185 | | |
$ | 3,625,743 | |
The accompanying notes are an integral part of these financial statements.
FIRSTSERVICE CORPORATION |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY |
(Unaudited) |
(in thousands of US dollars, except share information) |
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Common shares | | |
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Accumulated | | |
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Issued and | | |
| | |
| | |
| | |
other | | |
| |
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outstanding | | |
| | |
Contributed | | |
Retained | | |
comprehensive | | |
| |
| |
shares | | |
Amount | | |
surplus | | |
Earnings | | |
loss | | |
Total | |
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| | |
| | |
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Balance, December 31, 2023 | |
| 44,682,427 | | |
$ | 855,817 | | |
$ | 95,220 | | |
$ | 77,480 | | |
$ | (4,371 | ) | |
$ | 1,024,146 | |
Net earnings | |
| - | | |
| - | | |
| - | | |
| 6,308 | | |
| - | | |
| 6,308 | |
Other comprehensive loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (2,140 | ) | |
| (2,140 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common Shares: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock option expense | |
| - | | |
| - | | |
| 6,908 | | |
| - | | |
| - | | |
| 6,908 | |
Stock options exercised | |
| 294,362 | | |
| 32,036 | | |
| (7,075 | ) | |
| - | | |
| - | | |
| 24,961 | |
Dividends | |
| - | | |
| - | | |
| - | | |
| (11,218 | ) | |
| - | | |
| (11,218 | ) |
Balance, March 31, 2024 | |
| 44,976,789 | | |
$ | 887,853 | | |
$ | 95,053 | | |
$ | 72,570 | | |
$ | (6,511 | ) | |
$ | 1,048,965 | |
Net earnings | |
| - | | |
| - | | |
| - | | |
| 35,058 | | |
| - | | |
| 35,058 | |
Other comprehensive loss | |
| - | | |
| - | | |
| - | | |
| - | | |
| (936 | ) | |
| (936 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Subsidiaries’ equity transactions | |
| - | | |
| - | | |
| (1,344 | ) | |
| - | | |
| - | | |
| (1,344 | ) |
Common Shares: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock option expense | |
| - | | |
| - | | |
| 7,019 | | |
| - | | |
| - | | |
| 7,019 | |
Stock options exercised | |
| 35,000 | | |
| 5,029 | | |
| (1,042 | ) | |
| - | | |
| - | | |
| 3,987 | |
Dividends | |
| - | | |
| - | | |
| - | | |
| (11,279 | ) | |
| - | | |
| (11,279 | ) |
Balance, June 30, 2024 | |
| 45,011,789 | | |
$ | 892,882 | | |
$ | 99,686 | | |
$ | 96,349 | | |
$ | (7,447 | ) | |
$ | 1,081,470 | |
FIRSTSERVICE CORPORATION |
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (continued) |
(Unaudited) |
(in thousands of US dollars, except share information) |
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Common shares | | |
| | |
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Accumulated | | |
| |
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Issued and | | |
| | |
| | |
| | |
other | | |
| |
| |
outstanding | | |
| | |
Contributed | | |
Retained | | |
comprehensive | | |
| |
| |
shares | | |
Amount | | |
surplus | | |
Earnings | | |
loss | | |
Total | |
| |
| | |
| | |
| | |
| | |
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| |
Balance, December 31, 2022 | |
| 44,226,493 | | |
$ | 813,029 | | |
$ | 83,007 | | |
$ | 17,347 | | |
$ | (5,917 | ) | |
$ | 907,466 | |
Net earnings | |
| - | | |
| - | | |
| - | | |
| 16,118 | | |
| - | | |
| 16,118 | |
Other comprehensive earnings | |
| - | | |
| - | | |
| - | | |
| - | | |
| 47 | | |
| 47 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common Shares: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock option expense | |
| - | | |
| - | | |
| 7,157 | | |
| - | | |
| - | | |
| 7,157 | |
Stock options exercised | |
| 323,724 | | |
| 27,394 | | |
| (5,818 | ) | |
| - | | |
| - | | |
| 21,576 | |
Dividends | |
| - | | |
| - | | |
| - | | |
| (10,154 | ) | |
| - | | |
| (10,154 | ) |
Balance, March 31, 2023 | |
| 44,550,217 | | |
$ | 840,423 | | |
$ | 84,346 | | |
$ | 23,311 | | |
$ | (5,870 | ) | |
$ | 942,210 | |
Net earnings | |
| - | | |
| - | | |
| - | | |
| 45,360 | | |
| - | | |
| 45,360 | |
Other comprehensive earnings | |
| - | | |
| - | | |
| - | | |
| - | | |
| 1,436 | | |
| 1,436 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Common Shares: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Stock option expense | |
| - | | |
| - | | |
| 5,347 | | |
| - | | |
| - | | |
| 5,347 | |
Stock options exercised | |
| 42,600 | | |
| 5,155 | | |
| (1,111 | ) | |
| - | | |
| - | | |
| 4,044 | |
Dividends | |
| - | | |
| - | | |
| - | | |
| (10,011 | ) | |
| - | | |
| (10,011 | ) |
Balance, June 30, 2023 | |
| 44,592,817 | | |
$ | 845,578 | | |
$ | 88,582 | | |
$ | 58,660 | | |
$ | (4,434 | ) | |
$ | 988,386 | |
FIRSTSERVICE CORPORATION |
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CONSOLIDATED STATEMENTS OF CASH FLOWS |
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(Unaudited) |
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(in thousands of US dollars) - in accordance with accounting principles generally accepted in the United States of America |
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Three months ended | | |
Six months ended | |
| |
June 30 | | |
June 30 | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Cash provided by (used in) | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Operating activities | |
| | | |
| | | |
| | | |
| | |
Net earnings | |
$ | 44,937 | | |
| 54,713 | | |
$ | 59,834 | | |
$ | 77,380 | |
| |
| | | |
| | | |
| | | |
| | |
Items not affecting cash: | |
| | | |
| | | |
| | | |
| | |
Depreciation and amortization | |
| 39,225 | | |
| 29,034 | | |
| 76,032 | | |
| 60,916 | |
Deferred income tax | |
| (2,275 | ) | |
| (419 | ) | |
| (4,549 | ) | |
| (691 | ) |
Stock-based compensation | |
| 7,019 | | |
| 5,347 | | |
| 13,927 | | |
| 12,504 | |
Other | |
| 1,033 | | |
| (3,352 | ) | |
| 457 | | |
| (1,506 | ) |
| |
| | | |
| | | |
| | | |
| | |
Changes in non-cash working capital: | |
| | | |
| | | |
| | | |
| | |
Accounts receivable | |
| (22,637 | ) | |
| (73,765 | ) | |
| (2,640 | ) | |
| (122,353 | ) |
Inventories | |
| (5,346 | ) | |
| 16,868 | | |
| (2,150 | ) | |
| 2,606 | |
Prepaid expenses and other current assets | |
| 9,560 | | |
| (171 | ) | |
| (7,718 | ) | |
| (9,434 | ) |
Payables and accruals | |
| 33,002 | | |
| 41,398 | | |
| (23,282 | ) | |
| 10,992 | |
Unearned revenues | |
| 19,666 | | |
| 19,268 | | |
| 26,000 | | |
| 55,202 | |
Other liabilities | |
| 6,560 | | |
| (2,669 | ) | |
| 5,388 | | |
| 333 | |
Contingent acquisition consideration | |
| - | | |
| - | | |
| (19,355 | ) | |
| - | |
Net cash provided by operating activities | |
| 130,744 | | |
| 86,252 | | |
| 121,944 | | |
| 85,949 | |
| |
| | | |
| | | |
| | | |
| | |
Investing activities | |
| | | |
| | | |
| | | |
| | |
Acquisitions of businesses, net of cash acquired (note 4) | |
| (123,031 | ) | |
| (11,099 | ) | |
| (154,649 | ) | |
| (93,450 | ) |
Purchases of fixed assets | |
| (29,301 | ) | |
| (22,723 | ) | |
| (54,322 | ) | |
| (44,204 | ) |
Other investing activities | |
| (299 | ) | |
| 6,560 | | |
| (1,000 | ) | |
| 1,256 | |
Net cash used in investing activities | |
| (152,631 | ) | |
| (27,262 | ) | |
| (209,971 | ) | |
| (136,398 | ) |
| |
| | | |
| | | |
| | | |
| | |
Financing activities | |
| | | |
| | | |
| | | |
| | |
Increase in long-term debt | |
| 115,473 | | |
| 1,145 | | |
| 336,728 | | |
| 135,045 | |
Repayment of long-term debt | |
| (25,000 | ) | |
| (20,000 | ) | |
| (200,000 | ) | |
| (50,000 | ) |
Purchases of non-controlling interests, net | |
| (10,221 | ) | |
| (891 | ) | |
| (21,442 | ) | |
| (3,610 | ) |
Contingent acquisition consideration | |
| - | | |
| (2,380 | ) | |
| (6,158 | ) | |
| (8,476 | ) |
Proceeds received on exercise of options | |
| 3,987 | | |
| 4,044 | | |
| 28,948 | | |
| 25,620 | |
Dividends paid to common shareholders | |
| (11,244 | ) | |
| (10,024 | ) | |
| (21,298 | ) | |
| (18,980 | ) |
Distributions paid to non-controlling interests | |
| (3,817 | ) | |
| (4,114 | ) | |
| (4,470 | ) | |
| (4,472 | ) |
Net cash provided by (used in) financing activities | |
| 69,178 | | |
| (32,220 | ) | |
| 112,308 | | |
| 75,127 | |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | |
| 123 | | |
| (591 | ) | |
| 351 | | |
| (604 | ) |
Increase in cash, cash equivalents and restricted cash | |
| 47,414 | | |
| 26,179 | | |
| 24,632 | | |
| 24,074 | |
Cash, cash equivalents and restricted cash, beginning of period | |
| 184,095 | | |
| 157,243 | | |
| 206,877 | | |
| 159,348 | |
Cash, cash equivalents and restricted cash, end of period | |
$ | 231,509 | | |
| 183,422 | | |
$ | 231,509 | | |
$ | 183,422 | |
The accompanying notes are an integral part of these financial statements.
FIRSTSERVICE CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2024
(Unaudited)
(in thousands of US dollars, except per share amounts)
1. DESCRIPTION OF THE BUSINESS
– FirstService Corporation (the “Company”) is a North American provider of residential property management and other
essential property services to residential and commercial customers. The Company’s operations are conducted in two segments: FirstService
Residential and FirstService Brands. The segments are grouped with reference to the nature of services provided and the types of clients
that use those services.
FirstService Residential is a full-service property manager and in many
markets provides a full range of ancillary services primarily in the following areas: on-site staffing, including building engineering
and maintenance, full-service amenity management, security, concierge and front desk personnel; proprietary banking and insurance products;
and energy conservation and management solutions.
FirstService Brands provides a range of essential property services to
residential and commercial customers in North America through company-owned locations and franchise networks. The principal brands in
this division include First Onsite Property Restoration, Paul Davis Restoration, Roofing Corp of America, Century Fire Protection, California
Closets, CertaPro Painters, Floor Coverings International, and Pillar to Post Home Inspectors.
2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES – These condensed consolidated financial statements have been prepared by the Company in accordance with the disclosure
requirements for the presentation of interim financial information pursuant to applicable Canadian securities law. Certain information
and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles
(“GAAP”) in the United States of America have been condensed or omitted in accordance with such disclosure requirements, although
the Company believes that the disclosures are adequate to make the information not misleading. These interim financial statements should
be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2023.
These interim financial statements follow the same accounting policies
as the most recent audited consolidated financial statements. In the opinion of management, the condensed consolidated financial statements
contain all adjustments necessary to present fairly the financial position of the Company as at June 30, 2024 and the results of operations
and its cash flows for the three and six month periods ended June 30, 2024 and 2023. All such adjustments are of a normal recurring
nature. The results of operations for the three and six month periods ended June 30, 2024 are not necessarily indicative of the results
to be expected for the year ending December 31, 2024.
3. REVENUE RECOGNITION –
Disaggregated revenues are as follows:
| |
Three months | | |
Six months | |
| |
ended June 30 | | |
ended June 30 | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
Revenues | |
| | |
| | |
| | |
| |
FirstService Residential | |
$ | 557,504 | | |
$ | 517,134 | | |
$ | 1,053,628 | | |
$ | 962,714 | |
FirstService Brands company-owned | |
| 682,431 | | |
| 546,738 | | |
| 1,295,738 | | |
| 1,072,342 | |
FirstService Brands franchisor | |
| 55,618 | | |
| 54,369 | | |
| 102,364 | | |
| 100,059 | |
FirstService Brands franchise fee | |
| 1,906 | | |
| 1,493 | | |
| 3,774 | | |
| 3,064 | |
The Company disaggregates revenue by segment. Within the FirstService Brands
segment, the Company further disaggregates its company-owned operations revenue; these businesses primarily recognize revenue over time
as they perform because of continuous transfer of control to the customer. As such, revenue is recognized based on the extent of progress
towards completion of the performance obligation. The Company generally uses the percentage of completion method.
We believe this disaggregation best depicts how the nature, amount, timing
and uncertainty of the Company’s revenue and cash flows are affected by economic factors.
The Company’s backlog represents remaining performance obligations
and is defined as contracted work yet to be performed. As at June 30, 2024, the aggregate amount of backlog was $1,003,915 (December 31,
2023 - $838,335). The Company expects to recognize revenue on the majority of the remaining backlog over the next 12 months.
The majority of current unearned revenues as at December 31, 2023 are expected
to be recognized into income during 2024.
4. ACQUISITIONS – During
the six months ended June 30, 2024, the Company completed six acquisitions, two in the FirstService Residential segment and four in the
FirstService Brands segment. In the FirstService Residential segment, the Company acquired two property management firms operating in
Tampa, Florida and San Francisco, California, respectively. Within the FirstService Brands segment, the Company acquired an independent
restoration company located in Atlanta, Georgia, as well as a fire protection company operating in Birmingham, Alabama. Also, within the
FirstService Brands segment, the Company acquired two commercial roofing companies headquartered in Fort Myers, Florida and Malabar, Florida,
respectively. The acquisition date fair value of consideration transferred was as follows: cash of $154,649 (net of cash acquired of $24,504),
and contingent consideration of $42,454.
During the six months ended June 30, 2023, the Company completed five acquisitions
for cash consideration of $93,450, $12,625 paid in escrow just prior to December 31, 2022, and contingent consideration of $5,500.
The purchase price allocations for certain transactions completed in the
last six months are not yet complete, pending final determination of the fair value of assets acquired. These acquisitions were accounted
for by the purchase price method of accounting for business combinations and accordingly, the consolidated statements of earnings do not
include any revenues or expenses related to these acquisitions prior to their respective closing dates. There have been no material changes
to the estimated purchase price allocations determined at the time of acquisition during the six months ended June 30, 2024.
Except for where arrangements represent compensation for the benefit of
the Company, contingent consideration is recorded at fair value each reporting period. The fair value recorded on the consolidated balance
sheet as at June 30, 2024 was $81,025 (see note 10). The estimated range of outcomes (undiscounted) for these contingent consideration
arrangements is $70,329 to a maximum of $82,740. The contingencies will expire during the period extending to May 2026. During the six
months ended June 30, 2024, $25,513 was paid with reference to such contingent consideration (2023 - $8,476).
5. LEASES – The Company
has operating leases for corporate offices, copiers, and certain equipment. Its leases have remaining lease terms of 1 year to 15 years,
some of which may include options to extend the leases for up to 15 years, and some of which may include options to terminate the leases
within 1 year. The Company evaluates renewal terms on a lease by lease basis to determine if the renewal is reasonably certain. The amount
of operating lease expense recorded in the statement of earnings for the six months ended June 30, 2024 was $30,922 (2023 - $26,579).
Other information related to leases was as follows (in thousands): |
Supplemental Cash Flows Information, six months ended June 30 | |
2024 | |
| |
| |
Cash paid for amounts included in the measurement of operating lease liabilities | |
$ | 29,116 | |
Right-of-use assets obtained in exchange for operating lease obligation | |
$ | 46,460 | |
6. OTHER INCOME - Other income is comprised of the following:
| |
Three months ended | | |
Six months ended | |
| |
June 30 | | |
June 30 | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
Gain on sale of building asset | |
$ | - | | |
$ | (4,351 | ) | |
$ | - | | |
$ | (4,351 | ) |
Other expense (income), net | |
| (115 | ) | |
| 102 | | |
| (1,995 | ) | |
| (162 | ) |
| |
$ | (115 | ) | |
$ | (4,249 | ) | |
$ | (1,995 | ) | |
$ | (4,513 | ) |
| |
| | | |
| | | |
| | | |
| | |
During the second quarter of the prior year, the Company sold a building
in South Florida for proceeds of $7,350. The pre-tax gain on the sale was $4,351. The sale was in the FirstService Residential segment.
7. INVENTORIES - Inventories are comprised of the following:
| |
June 30, | | |
December 31, | |
| |
2024 | | |
2023 | |
| |
| | |
| |
Work-in-progress | |
$ | 191,314 | | |
$ | 181,751 | |
Finished Goods | |
| 24,971 | | |
| 26,350 | |
Supplies and other | |
| 43,540 | | |
| 38,091 | |
| |
$ | 259,825 | | |
$ | 246,192 | |
| |
| | | |
| | |
8. INCOME TAX – The provision
for income tax for the six months ended June 30, 2024 reflected an effective tax rate of 29% (2023 - 26%) relative to the statutory rate
of approximately 27% (2023 - 27%). The difference between the effective rate and the statutory rate relates to the differential between
tax rates in certain jurisdictions, as well as taxable permanent differences.
9. LONG-TERM DEBT – The
Company has $30,000 of senior secured notes (the “Senior Notes”) bearing interest at a rate of 3.84%. The Senior Notes are
due on January 16, 2025.
In February 2022, the Company entered into a second amended
and restated credit agreement (“Credit Agreement”) with a syndicate of lenders. The Credit Agreement provides for a committed
multi-currency revolving credit facility of US$1.25 billion on an unsecured basis. The Credit Agreement has a term ending February
2027, and bears interest at 0.20% to 2.50% over floating reference rates, depending on certain leverage ratios. The Credit Agreement replaced
the Company’s previous $450,000 revolving credit facility and $440,000 term loan (drawn in a single advance) that were set to mature
in January 2023 and June 2024, respectively. A portion of the revolving credit facility under the Credit Agreement was used to repay the
remaining term loan balance of $407,000 under the prior credit agreement, and the Credit Agreement will continue to be utilized for working
capital and general corporate purposes and to fund future tuck-under acquisitions. The Company assessed whether the repayment of the term
loan balance and expansion of the revolving credit facility constituted a substantial change in the terms of the underlying debt agreements
and as a result, this transaction has been treated as a debt extinguishment. In December 2023, the Company exercised the Credit Agreement’s
$250,000 accordion feature to fund its acquisition of Roofing Corp of America, which brought the total borrowing capacity of the Credit
Agreement to US$1.25 billion.
In September 2022 (and as amended in April 2024 as noted
below), the Company entered into two revolving, uncommitted financing facilities for potential future private placement issuances of senior
unsecured notes (the “Notes”) aggregating $550,000 with its existing lenders, NYL Investors LLC (“New York Life”)
of up to $250,000 and PGIM Private Capital (“Prudential”), of up to $300,000, in each case, net of any existing notes held
by them. The facility with Prudential has a term ending September 29, 2025, and the facility with New York Life has a term ending April
3, 2027. As part of the closing of the New York Life facility, the Company issued, on a private placement basis to New York Life, $60,000
of 4.53% Notes, which are due in full on September 29, 2032, with interest payable semi-annually. In April 2024, the facility with New
York Life was amended to increase the potential financing capacity by $100,000, to the current $250,000, and to extend the term of the
New York Life facility from September 29, 2025 to the current April 3, 2027. The Company has the ability to issue incremental Note tranches
under the facilities, subject to acceptance by New York Life or Prudential, with varying maturities as determined by the Company, and
with coupon pricing determined at the time of each Note issuance.
In January 2024, the Company issued, on a private placement
basis to New York Life, $50,000 of 5.48% Notes, which are due in full on January 30, 2029, as well as $25,000 of 5.60% Notes, which are
due in full on January 30, 2031, both with interest payable semi-annually. Also in January 2024, the Company issued, on a private placement
basis to Prudential, $50,000 of 5.64% Notes, which are due in full on January 30, 2031, with interest payable semi-annually.
The indebtedness under the Credit Agreement, the Senior
Notes, and the Notes rank equally in terms of seniority. The Company is prohibited under the Credit Agreement and the Senior Notes from
undertaking certain acquisitions and dispositions, and incurring certain indebtedness and encumbrances, without prior approval of the
lenders under the Credit Agreement and the holders of the Senior Notes.
10. FAIR VALUE MEASUREMENTS –
The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2024:
| |
| | |
Fair value measurements at June 30, 2024 | |
| |
| | |
| | |
| | |
| |
| |
| Carrying value at | | |
| | | |
| | | |
| | |
| |
| June 30, 2024 | | |
| Level 1 | | |
| Level 2 | | |
| Level 3 | |
| |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
Contingent consideration liability | |
$ | 81,025 | | |
$ | - | | |
$ | - | | |
$ | 81,025 | |
Interest rate swap asset | |
| 2,513 | | |
| - | | |
| 2,513 | | |
| - | |
The Company has one interest rate swap in place to exchange the floating
interest rate on $100,000 of debt under its Credit Agreement for a fixed rate. The fair value of the interest rate swap asset was calculated
through discounting future expected cash flows using the appropriate prevailing interest rate swap curve adjusted for credit risk. The
inputs to the measurement of the fair value of contingent consideration related to acquisitions are Level 3 inputs using a discounted
cash flow model; significant model inputs were expected future operating cash flows (determined with reference to each specific acquired
business) and discount rates (which range from 8% to 10%). The range of discount rates is attributable to the level of risk related to
economic growth factors combined with the length of the contingent payment periods; and the dispersion was driven by unique characteristics
of the businesses acquired and the respective terms for these contingent payments. Within the range of discount rates, there is a data
point concentration at 9%. A 2% increase in the weighted average discount rate would not have a significant impact on the fair value of
the contingent consideration balance.
Changes in the fair value of the contingent consideration liability are
comprised of the following:
| |
| |
| |
2024 | |
| |
| |
Balance, January 1 | |
$ | 63,478 | |
Amounts recognized on acquisitions | |
| 42,454 | |
Fair value adjustments | |
| 650 | |
Resolved and settled in cash | |
| (25,513 | ) |
Other | |
| (44 | ) |
Balance, June 30 | |
$ | 81,025 | |
| |
| | |
Less: Current portion | |
| 34,840 | |
Non-current portion | |
$ | 46,185 | |
The carrying amounts for cash and cash equivalents, restricted cash, accounts
receivable, accounts payable and accrued liabilities approximate fair values due to the short maturity of these instruments, unless otherwise
indicated. The inputs to the measurement of the fair value of long term debt are Level 2 inputs. The fair value measurements were made
using a net present value approach; significant model inputs were expected future cash outflows and discount rates (which range from 4.0%
to 4.5%).
| |
June 30, 2024 | | |
December 31, 2023 | |
| |
Carrying | | |
Fair | | |
Carrying | | |
Fair | |
| |
amount | | |
value | | |
amount | | |
value | |
| |
| | |
| | |
| | |
| |
Other receivables | |
$ | 4,125 | | |
$ | 4,125 | | |
$ | 4,238 | | |
$ | 4,238 | |
Long-term debt | |
| 1,331,136 | | |
| 1,339,449 | | |
| 1,182,107 | | |
| 1,183,854 | |
11. REDEEMABLE NON-CONTROLLING
INTERESTS – The minority equity positions in the Company’s subsidiaries are referred to as redeemable non-controlling interests
(“RNCI”). The RNCI are considered to be redeemable securities. Accordingly, the RNCI is recorded at the greater of: (i) the
redemption amount; or (ii) the amount initially recorded as RNCI at the date of inception of the minority equity position. This amount
is recorded in the “mezzanine” section of the balance sheet, outside of shareholders’ equity. Changes in the RNCI amount
are recognized immediately as they occur. The following table provides a reconciliation of the beginning and ending RNCI amounts:
| |
2024 | |
| |
| |
Balance, January 1 | |
$ | 332,963 | |
RNCI share of earnings | |
| 4,229 | |
RNCI redemption increment | |
| 14,239 | |
Distributions paid to RNCI | |
| (4,470 | ) |
Purchases of interests from RNCI, net | |
| (21,442 | ) |
RNCI recognized on business acquisitions | |
| 88,474 | |
Other | |
| 1,566 | |
Balance, June 30 | |
$ | 415,559 | |
The Company has shareholders’ agreements in place at each of its
non-wholly owned subsidiaries. These agreements allow the Company to “call” the non-controlling interest at a price determined
with the use of a formula price, which is usually equal to a fixed multiple of trailing two-year average earnings before income taxes,
interest, depreciation, and amortization, less debt. The agreements also have redemption features which allow the owners of the RNCI to
“put” their equity to the Company at the same price subject to certain limitations. The formula price is referred to as the
redemption amount and may be paid in cash or in the Company’s Common Shares. The redemption amount as of June 30, 2024 was $367,006.
The redemption amount is lower than that recorded on the balance sheet as the formula prices of certain RNCI are lower than the amount
initially recorded at the inception of the minority equity position. If all put or call options were settled with Common Shares as at
June 30, 2024, approximately 2,400,000 such shares would be issued; this would be accretive to net earnings per Common Share.
Increases or decreases to the formula price of the underlying shares are
recognized in the statement of earnings as the NCI redemption increment or decrement.
12. NET EARNINGS PER COMMON SHARE
– The following table reconciles the basic and diluted common shares outstanding:
| |
Three months ended | | |
Six months ended | |
(in thousands) | |
June 30 | | |
June 30 | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
Basic shares | |
| 44,984 | | |
| 44,574 | | |
| 44,917 | | |
| 44,486 | |
Assumed exercise of Company stock options | |
| 116 | | |
| 226 | | |
| 170 | | |
| 247 | |
Diluted shares | |
| 45,100 | | |
| 44,800 | | |
| 45,087 | | |
| 44,733 | |
| |
| | | |
| | | |
| | | |
| | |
13. STOCK-BASED COMPENSATION
Company stock option plan
The Company has a stock option plan for certain directors, officers and
key full-time employees of the Company and its subsidiaries, other than its Founder and Chairman. The stock option plan came into existence
on June 1, 2015. Options are granted at the market price for the underlying shares on the date of grant. Each option vests over a three-to-five-year
term, expires five to six years from the date granted and allows for the purchase of one Common Share. All Common Shares issued are new
shares. As at June 30, 2024, there were 1,350,240 options available for future grants.
Grants under the Company’s stock option plan are equity-classified
awards. There were no stock options granted during the three months ended June 30, 2024 (2023 – 57,150). The Company estimates the
probability of achievement of performance conditions at each reporting period and reflects the estimates in the number of options expected
to vest with any changes recognized through stock-based compensation expense. Stock option activity for the six months ended June 30,
2024 was as follows:
| |
| | |
| | |
Weighted average | | |
| |
| |
| | |
Weighted | | |
remaining | | |
| |
| |
Number of | | |
average | | |
contractual life | | |
Aggregate | |
| |
options | | |
exercise price | | |
(years) | | |
intrinsic value | |
| |
| | |
| | |
| | |
| |
Shares issuable under options - Beginning of period | |
| 2,420,749 | | |
$ | 133.65 | | |
| | | |
| | |
Granted | |
| 568,500 | | |
| 164.15 | | |
| | | |
| | |
Exercised | |
| (329,362 | ) | |
| 87.89 | | |
| | | |
| | |
Shares issuable under options - End of period | |
| 2,659,887 | | |
$ | 145.83 | | |
| 2.90 | | |
$ | 24,102 | |
Options exercisable - End of period | |
| 1,196,452 | | |
$ | 137.23 | | |
| 1.85 | | |
$ | 19,159 | |
The amount of compensation expense recorded in the statement of earnings
for the six months ended June 30, 2024 was $13,927 (2023 - $12,504). As of June 30, 2024, there was $39,441 of unrecognized compensation
cost related to non-vested awards which is expected to be recognized over the next 5 years. During the six month period ended June 30,
2024, the fair value of options vested was $17,078 (2023 - $15,637).
14. CONTINGENCIES – In the
normal course of operations, the Company is subject to routine claims and litigation incidental to its business. Litigation currently
pending or threatened against the Company includes disputes with former employees and commercial liability claims related to services
provided by the Company. The Company believes resolution of such proceedings, combined with amounts set aside, will not have a material
impact on the Company’s financial condition or the results of operations.
15. SEGMENTED INFORMATION –
The Company has two reportable operating segments and Corporate. The segments are grouped with reference to the nature of services provided
and the types of clients that use those services. The Company assesses each segment’s performance based on operating earnings or
operating earnings before depreciation and amortization. FirstService Residential provides property management and related property services
to residential communities in North America. FirstService Brands provides franchised and company-owned essential property services to
residential and commercial customers in North America. Corporate includes the costs of operating the Company’s corporate head office.
OPERATING SEGMENTS | |
| | |
| | |
| | |
| |
| |
| | |
| | |
| | |
| |
| |
FirstService | | |
FirstService | | |
| | |
| |
| |
Residential | | |
Brands | | |
Corporate | | |
Consolidated | |
| |
| | |
| | |
| | |
| |
Three months ended June 30 | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
2024 | |
| | | |
| | | |
| | | |
| | |
Revenues | |
$ | 557,504 | | |
$ | 739,955 | | |
$ | - | | |
$ | 1,297,459 | |
Depreciation and amortization | |
| 9,773 | | |
| 29,429 | | |
| 23 | | |
| 39,225 | |
Operating earnings | |
| 49,107 | | |
| 46,308 | | |
| (11,478 | ) | |
| 83,937 | |
| |
| | | |
| | | |
| | | |
| | |
2023 | |
| | | |
| | | |
| | | |
| | |
Revenues | |
$ | 517,134 | | |
$ | 602,600 | | |
$ | - | | |
$ | 1,119,734 | |
Depreciation and amortization | |
| 6,029 | | |
| 22,981 | | |
| 24 | | |
| 29,034 | |
Operating earnings | |
| 49,195 | | |
| 41,770 | | |
| (8,644 | ) | |
| 82,321 | |
| |
| | | |
| | | |
| | | |
| | |
| |
| FirstService | | |
| FirstService | | |
| | | |
| | |
| |
| Residential | | |
| Brands | | |
| Corporate | | |
| Consolidated | |
| |
| | | |
| | | |
| | | |
| | |
Six months ended June 30 | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
2024 | |
| | | |
| | | |
| | | |
| | |
Revenues | |
$ | 1,053,628 | | |
$ | 1,401,876 | | |
$ | - | | |
$ | 2,455,504 | |
Depreciation and amortization | |
| 18,196 | | |
| 57,790 | | |
| 46 | | |
| 76,032 | |
Operating earnings | |
| 75,765 | | |
| 73,107 | | |
| (26,877 | ) | |
| 121,995 | |
| |
| | | |
| | | |
| | | |
| | |
2023 | |
| | | |
| | | |
| | | |
| | |
Revenues | |
$ | 962,714 | | |
$ | 1,175,465 | | |
$ | - | | |
$ | 2,138,179 | |
Depreciation and amortization | |
| 14,822 | | |
| 46,048 | | |
| 46 | | |
| 60,916 | |
Operating earnings | |
| 71,907 | | |
| 71,930 | | |
| (20,566 | ) | |
| 123,271 | |
GEOGRAPHIC INFORMATION | |
| | |
| | |
| |
| |
| | |
| | |
| |
| |
United States | | |
Canada | | |
Consolidated | |
| |
| | |
| | |
| |
Three months ended June 30 | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
2024 | |
| | | |
| | | |
| | |
Revenues | |
$ | 1,142,602 | | |
$ | 154,857 | | |
$ | 1,297,459 | |
Total long-lived assets | |
| 2,108,466 | | |
| 421,688 | | |
| 2,530,154 | |
| |
| | | |
| | | |
| | |
2023 | |
| | | |
| | | |
| | |
Revenues | |
$ | 949,677 | | |
$ | 170,057 | | |
$ | 1,119,734 | |
Total long-lived assets | |
| 1,420,723 | | |
| 333,437 | | |
| 1,754,160 | |
| |
| | | |
| | | |
| | |
| |
| United States | | |
| Canada | | |
| Consolidated | |
| |
| | | |
| | | |
| | |
Six months ended June 30 | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
2024 | |
| | | |
| | | |
| | |
Revenues | |
$ | 2,161,293 | | |
$ | 294,211 | | |
$ | 2,455,504 | |
| |
| | | |
| | | |
| | |
2023 | |
| | | |
| | | |
| | |
Revenues | |
$ | 1,843,546 | | |
$ | 294,633 | | |
$ | 2,138,179 | |
FIRSTSERVICE CORPORATION
MANAGEMENT’S DISCUSSION AND ANALYSIS
For the Six Month Period Ended June 30, 2024
(in US dollars)
August 1, 2024
The following Management’s Discussion and Analysis (“MD&A”)
should be read together with the unaudited interim consolidated financial statements of FirstService Corporation (the “Company”
or “FirstService”) for the three and six month periods ended June 30, 2024 and the Company’s audited consolidated
financial statements, and MD&A, for the year ended December 31, 2023. The interim consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). All financial information
herein is presented in United States dollars.
The Company has prepared this MD&A with reference to National Instrument
51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators (the "CSA"). Under the U.S./Canada
Multijurisdictional Disclosure System, the Company is permitted to prepare this MD&A in accordance with the disclosure requirements
of Canada, which requirements are different from those of the United States. This MD&A provides information for the three and six
month periods ended June 30, 2024 and up to and including August 1, 2024.
Additional information about the Company, including the Company’s
Annual Information Form, which is included in FirstService’s Annual Report on Form 40-F, can be found on SEDAR+ at www.sedarplus.ca
and on the US Securities and Exchange Commission website at www.sec.gov.
Results of operations - three months ended June 30, 2024
Revenues for our second quarter were $1.30 billion, 16% higher than
the comparable prior year quarter.
Adjusted EBITDA (see “Reconciliation of non-GAAP measures”
below) for the second quarter was $132.5 million, up from $118.4 million reported in the prior year quarter. Our Adjusted EBITDA
margin was 10.2% of revenues versus 10.6% of revenues in the prior year quarter. Operating earnings for the second quarter were $83.9
million, compared to $82.3 million in the prior year quarter. Our operating earnings margin was 6.5% of revenues versus 7.4% of revenues
in the prior year quarter.
Depreciation and amortization expense totalled $39.2 million, relative
to $29.0 million in the prior year, with the increase primarily related to recently acquired operations in both our FirstService Residential
and FirstService Brands segments.
Net interest expense was $20.5 million, up from $12.0 million recorded
in the prior year quarter, with the difference primarily attributable to a higher cost of debt, as well as the increase in our average
outstanding debt.
Other income was $0.1 million versus $4.2 million in the prior year. Other
income in the prior period included a pre-tax gain of $4.4 million from the sale of a building located in South Florida within the FirstService
Residential segment.
The consolidated income tax rate for the quarter was 29% of earnings before
income tax, versus 27% in the prior year quarter, and relative to the statutory rate of 27% in both periods. The effective tax rate for
the full year is expected to be approximately 29%.
Net earnings for the quarter were $44.9 million, versus $54.7 million
in the prior year quarter, with the decrease primarily attributable to higher interest expense.
The RNCI redemption increment for the second quarter was $7.2 million,
versus $6.0 million in the prior period, and was attributable to changes in the trailing two-year average of earnings of non-wholly
owned subsidiaries.
The FirstService Residential segment reported revenues of $557.5 million
for the second quarter, up 8% versus the prior year, including organic growth of 7%. The growth was driven by new property management
contract wins across most markets. Adjusted EBITDA was $59.1 million, or 10.6% of revenues, versus $55.7 million, or 10.8% of
revenues, in the prior year quarter. Operating earnings were $49.1 million, or 8.8% of revenues, versus $49.2 million, or 9.5%
of revenues, for the second quarter of last year. The Adjusted EBITDA margin for the division was relatively in-line with the prior year,
while the operating earnings margin was modestly lower due to amortization expense related to recently completed tuck-under acquisitions.
Second quarter revenues at our FirstService Brands segment were $740.0 million,
up 23% relative to the prior year quarter. The revenue increase was driven by solid growth from Century Fire Protection and a significant
contribution from our recent Roofing Corp of America acquisition. On an organic basis, division revenues were down 6%, versus the prior
year second quarter, which benefited from elevated weather-related claims activity at our restoration operations. Adjusted EBITDA for
the quarter was $77.6 million, or 10.5% of revenues, versus $65.8 million, or 10.9% of revenues, in the prior year quarter.
Operating earnings for the second quarter were $46.3 million, or 6.3% of revenues, versus $41.8 million, or 6.9% of revenues,
in the prior year quarter. The decline in operating margins was attributable to lower profitability at our restoration brands due to milder
weather patterns in the current quarter compared to the prior year period.
Corporate costs (see definitions and reconciliations below), as presented
in Adjusted EBITDA, were $4.2 million, relative to $3.2 million in the prior year quarter. Corporate costs for the current quarter were
$11.5 million in the quarter versus $8.6 million in the prior year quarter, with the year-over-year cost increase driven by the impact
of foreign exchange as well as higher stock-based compensation expense.
Results of operations - six months ended June 30, 2024
Revenues for the six months ended June 30, 2024 were $2.46 billion,
15% higher than the comparable prior year period.
Year-to-date Adjusted EBITDA (see “Reconciliation of non-GAAP measures”
below) was $215.9 million, up from $200.4 million reported in the comparable prior year period. Our Adjusted EBITDA margin was
8.8% of revenues versus 9.4% of revenues in the prior year. Operating earnings for the period were $122.0 million, versus $123.3 million
in the prior year. Our operating earnings margin was 5.0% of revenues versus 5.8% of revenues in the prior year period.
Depreciation and amortization expense totalled $76.0 million, relative
to $60.9 million in the prior year, with the increase primarily related to recently acquired company-owned operations in our FirstService
Brands segment.
Net interest expense was $39.6 million, up from $22.6 million recorded
in the prior year period, with the difference primarily attributable to a higher cost of debt and an increase in our average outstanding
debt.
Our consolidated income tax rate for the six-month period was 29%, versus
26% in the prior year-to-date period, and relative to the statutory rate of 27% in both periods.
Net earnings for the six-month period were $59.8 million, down from $77.4 million
in the prior year period, and was primarily attributable to higher interest costs.
The RNCI redemption increment for the period was $14.2 million, versus
$10.1 million in the prior period, and was attributable to changes in the trailing two-year average of earnings of non-wholly owned
subsidiaries.
Our FirstService Residential segment reported revenues of $1.05 billion
for the six-month period, up 9% over the prior year period, including 7% organic growth. The solid revenue performance was driven by new
property management contract wins across various markets. Adjusted EBITDA was $94.7 million, or 9.0% of revenues, up from $87.7 million,
or 9.1% of revenues, in the prior year period. Operating earnings were $75.8 million, or 7.2% of revenues, for the six-month period,
relative to $71.9 million, or 7.5% of revenues, in the prior year period.
Year-to-date revenues at FirstService Brands were $1.40 billion, an
increase of 19% relative to the prior year period. Revenue growth was driven by double-digit organic growth at Century Fire Protection,
as well as contribution from our Roofing Corp of America acquisition. Division revenues declined 6% on an organic basis, versus the prior
year period, which benefited from significant weather-related claims activity at our restoration businesses. Adjusted EBITDA for the period
was $133.0 million, or 9.5% of revenues, up from $120.6 million, or 10.3% of revenues, in the prior year period. Operating earnings
were $73.1 million, or 5.2% of revenues, versus $71.9 million, or 6.1% of revenues, in the prior year. Operating margins declined
due to lower profitability at our restoration brands, as well as from promotional activity in our home services brands in the first quarter
of the current year.
Corporate costs (see definitions and reconciliations below), as presented
in Adjusted EBITDA, for the six-month period were $11.9 million versus $7.8 million in the prior year period. Corporate costs were $26.9
million, compared to $20.6 million in the prior year, with the increase primarily due to the impact of foreign exchange.
Summary of quarterly results
The following table sets forth FirstService’s quarterly consolidated
results of operations data for each of the ten most recent quarters. The information in the table below has been derived from FirstService’s
interim consolidated financial statements (except for other data which is non-GAAP), that, in management’s opinion, have been prepared
on a consistent basis and include all adjustments necessary for a fair presentation of information. The information below is not necessarily
indicative of results for any future quarter.
Quarter | |
Q1 | | |
Q2 | | |
Q3 | | |
Q4 | |
(in thousands of US$, except per share amounts) | |
| | | |
| | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
YEAR ENDING DECEMBER 31, 2024 | |
| | | |
| | | |
| | | |
| | |
Revenues | |
$ | 1,158,045 | | |
| 1,297,459 | | |
| | | |
| | |
Operating earnings | |
| 38,058 | | |
| 83,937 | | |
| | | |
| | |
Net earnings per share | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 0.14 | | |
| 0.78 | | |
| | | |
| | |
Diluted | |
| 0.14 | | |
| 0.78 | | |
| | | |
| | |
| |
| | | |
| | | |
| | | |
| | |
YEAR ENDED DECEMBER 31, 2023 | |
| | | |
| | | |
| | | |
| | |
Revenues | |
$ | 1,018,445 | | |
$ | 1,119,734 | | |
$ | 1,117,109 | | |
$ | 1,079,260 | |
Operating earnings | |
| 40,950 | | |
| 82,321 | | |
| 73,559 | | |
| 48,062 | |
Net earnings per share | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 0.36 | | |
| 1.02 | | |
| 0.73 | | |
| 0.14 | |
Diluted | |
| 0.36 | | |
| 1.01 | | |
| 0.73 | | |
| 0.14 | |
| |
| | | |
| | | |
| | | |
| | |
YEAR ENDED DECEMBER 31, 2022 | |
| | | |
| | | |
| | | |
| | |
Revenues | |
$ | 834,572 | | |
$ | 930,707 | | |
$ | 960,455 | | |
$ | 1,020,101 | |
Operating earnings | |
| 29,046 | | |
| 59,813 | | |
| 62,709 | | |
| 67,458 | |
Net earnings per share | |
| | | |
| | | |
| | | |
| | |
Basic | |
| 0.32 | | |
| 0.78 | | |
| 0.77 | | |
| 0.86 | |
Diluted | |
| 0.32 | | |
| 0.78 | | |
| 0.77 | | |
| 0.86 | |
| |
| | | |
| | | |
| | | |
| | |
OTHER DATA | |
| | | |
| | | |
| | | |
| | |
Adjusted EBITDA - 2024 | |
$ | 82,373 | | |
$ | 132,487 | | |
| | | |
| | |
Adjusted EBITDA - 2023 | |
| 82,096 | | |
| 118,353 | | |
$ | 111,936 | | |
$ | 103,343 | |
Adjusted EBITDA - 2022 | |
| 62,338 | | |
| 91,346 | | |
| 95,501 | | |
| 102,547 | |
Adjusted EPS - 2024 | |
| 0.67 | | |
| 1.36 | | |
| | | |
| | |
Adjusted EPS - 2023 | |
| 0.85 | | |
| 1.46 | | |
| 1.25 | | |
| 1.11 | |
Adjusted EPS - 2022 | |
| 0.73 | | |
| 1.12 | | |
| 1.17 | | |
| 1.22 | |
Seasonality and quarterly fluctuations
Certain segments of the Company’s operations are subject to seasonal
variations. The seasonality of the service lines results in variations in quarterly revenues and operating margins. Variations can also
be caused by acquisitions or dispositions, which alter the consolidated service mix.
FirstService Residential generates peak revenues and earnings in the third
quarter, as seasonal ancillary swimming pool management revenues are earned. FirstService Brands includes certain home improvement brands,
which generate the majority of their revenues during the second and third quarters, and restoration operations which are influenced by
weather patterns that typically can result in higher revenues and earnings in any given reporting quarter.
Reconciliation of non-GAAP measures
In this MD&A, we make reference to “adjusted EBITDA” and
“adjusted earnings per share”, which are financial measures that are not calculated in accordance with GAAP.
Adjusted EBITDA is defined as net earnings, adjusted to exclude: (i) income
tax; (ii) other expense (income); (iii) interest expense, net; (iv) depreciation and amortization; (v) acquisition-related items; and
(vi) stock-based compensation expense. We use adjusted EBITDA to evaluate our own operating performance and our ability to service debt,
as well as an integral part of our planning and reporting systems. Additionally, we use this measure in conjunction with discounted cash
flow models to determine the Company’s overall enterprise valuation and to evaluate acquisition targets. We present adjusted EBITDA
as a supplemental measure because we believe such measure is useful to investors as a reasonable indicator of operating performance because
of the low capital intensity of the Company’s service operations. We believe this measure is a financial metric used by many investors
to compare companies, especially in the services industry. This measure is not a recognized measure of financial performance under GAAP
in the United States, and should not be considered as a substitute for operating earnings, net earnings or cash flow from operating activities,
as determined in accordance with GAAP. Our method of calculating adjusted EBITDA may differ from other issuers and accordingly, this measure
may not be comparable to measures used by other issuers. A reconciliation of net earnings to adjusted EBITDA appears below.
| |
Three months ended | | |
Six months ended | |
(in thousands of US$) | |
June 30 | | |
June 30 | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
Net earnings | |
$ | 44,937 | | |
$ | 54,713 | | |
$ | 59,834 | | |
$ | 77,380 | |
Income tax | |
| 18,584 | | |
| 19,903 | | |
| 24,599 | | |
| 27,819 | |
Other income, net | |
| (115 | ) | |
| (4,249 | ) | |
| (1,995 | ) | |
| (4,513 | ) |
Interest expense, net | |
| 20,531 | | |
| 11,954 | | |
| 39,557 | | |
| 22,585 | |
Operating earnings | |
| 83,937 | | |
| 82,321 | | |
| 121,995 | | |
| 123,271 | |
Depreciation and amortization | |
| 39,225 | | |
| 29,034 | | |
| 76,032 | | |
| 60,916 | |
Acquisition-related items | |
| 2,306 | | |
| 1,651 | | |
| 3,906 | | |
| 3,758 | |
Stock-based compensation expense | |
| 7,019 | | |
| 5,347 | | |
| 13,927 | | |
| 12,504 | |
Adjusted EBITDA | |
$ | 132,487 | | |
$ | 118,353 | | |
$ | 215,860 | | |
$ | 200,449 | |
A reconciliation of segment operating earnings to segment Adjusted EBITDA appears below.
(in thousands of US$)
Three months ended, June 30, 2024 | |
FirstService | | |
FirstService | | |
| |
| |
Residential | | |
Brands | | |
Corporate (1) | |
| |
| | |
| | |
| |
Operating earnings (loss) | |
$ | 49,107 | | |
$ | 46,308 | | |
$ | (11,478 | ) |
Depreciation and amortization | |
| 9,773 | | |
| 29,429 | | |
| 23 | |
Acquisition-related items | |
| 207 | | |
| 1,827 | | |
| 272 | |
Stock-based compensation expense | |
| - | | |
| - | | |
| 7,019 | |
Adjusted EBITDA | |
$ | 59,087 | | |
$ | 77,564 | | |
$ | (4,164 | ) |
Three months ended, June 30, 2023 | |
| FirstService | | |
| FirstService | | |
| | |
| |
| Residential | | |
| Brands | | |
| Corporate (1) | |
| |
| | | |
| | | |
| | |
Operating earnings (loss) | |
$ | 49,195 | | |
$ | 41,770 | | |
$ | (8,644 | ) |
Depreciation and amortization | |
| 6,029 | | |
| 22,981 | | |
| 24 | |
Acquisition-related items | |
| 514 | | |
| 1,048 | | |
| 89 | |
Stock-based compensation expense | |
| - | | |
| - | | |
| 5,347 | |
Adjusted EBITDA | |
$ | 55,738 | | |
$ | 65,799 | | |
$ | (3,184 | ) |
Six months ended, June 30, 2024 | |
| FirstService | | |
| FirstService | | |
| | |
| |
| Residential | | |
| Brands | | |
| Corporate (1) | |
| |
| | | |
| | | |
| | |
Operating earnings (loss) | |
$ | 75,765 | | |
$ | 73,107 | | |
$ | (26,877 | ) |
Depreciation and amortization | |
| 18,196 | | |
| 57,790 | | |
| 46 | |
Acquisition-related items | |
| 725 | | |
| 2,129 | | |
| 1,052 | |
Stock-based compensation expense | |
| - | | |
| - | | |
| 13,927 | |
Adjusted EBITDA | |
$ | 94,686 | | |
$ | 133,026 | | |
$ | (11,852 | ) |
Six months ended, June 30, 2023 | |
| FirstService | | |
| FirstService | | |
| | |
| |
| Residential | | |
| Brands | | |
| Corporate (1) | |
| |
| | | |
| | | |
| | |
Operating earnings (loss) | |
$ | 71,907 | | |
$ | 71,930 | | |
$ | (20,566 | ) |
Depreciation and amortization | |
| 14,822 | | |
| 46,048 | | |
| 46 | |
Acquisition-related items | |
| 977 | | |
| 2,614 | | |
| 167 | |
Stock-based compensation expense | |
| - | | |
| - | | |
| 12,504 | |
Adjusted EBITDA | |
$ | 87,706 | | |
$ | 120,592 | | |
$ | (7,849 | ) |
(1) Corporate costs represent corporate
overhead expenses not directly attributable to reportable segments and are therefore unallocated within segment operating earnings
(loss) and Adjusted EBITDA.
Adjusted earnings per share is defined as diluted net earnings per share,
adjusted for the effect, after income tax, of: (i) the non-controlling interest redemption increment; (ii) acquisition-related items;
(iii) amortization expense related to intangible assets recognized in connection with acquisitions; and (iv) stock-based compensation
expense. We believe this measure is useful to investors because it provides a supplemental way to understand the underlying operating
performance of the Company and enhances the comparability of operating results from period to period. Adjusted earnings per share is not
a recognized measure of financial performance under GAAP, and should not be considered as a substitute for diluted net earnings per share,
as determined in accordance with GAAP. Our method of calculating this non-GAAP measure may differ from other issuers and, accordingly,
this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings to adjusted net earnings and of
diluted net earnings per share to adjusted earnings per share appears below.
| |
Three months ended | | |
Six months ended | |
(in thousands of US$) | |
June 30 | | |
June 30 | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
Net earnings | |
$ | 44,937 | | |
$ | 54,713 | | |
$ | 59,834 | | |
$ | 77,380 | |
Non-controlling interest share of earnings | |
| (2,696 | ) | |
| (3,376 | ) | |
| (4,229 | ) | |
| (5,809 | ) |
Acquisition-related items | |
| 2,306 | | |
| 1,651 | | |
| 3,906 | | |
| 3,758 | |
Amortization of intangible assets | |
| 17,009 | | |
| 11,556 | | |
| 32,240 | | |
| 25,842 | |
Stock-based compensation expense | |
| 7,019 | | |
| 5,347 | | |
| 13,927 | | |
| 12,504 | |
Income tax on adjustments | |
| (6,968 | ) | |
| (4,395 | ) | |
| (13,389 | ) | |
| (9,970 | ) |
Non-controlling interest on adjustments | |
| (320 | ) | |
| (249 | ) | |
| (584 | ) | |
| (531 | ) |
Adjusted net earnings | |
$ | 61,287 | | |
$ | 65,247 | | |
$ | 91,705 | | |
$ | 103,174 | |
| |
Three months ended | | |
Six months ended | |
(in US$) | |
June 30 | | |
June 30 | |
| |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| |
| | |
| | |
| | |
| |
Diluted net earnings per share | |
$ | 0.78 | | |
$ | 1.01 | | |
$ | 0.92 | | |
$ | 1.37 | |
Non-controlling interest redemption increment | |
| 0.16 | | |
| 0.13 | | |
| 0.32 | | |
| 0.23 | |
Acquisition-related items | |
| 0.05 | | |
| 0.04 | | |
| 0.08 | | |
| 0.08 | |
Amortization of intangible assets, net of tax | |
| 0.26 | | |
| 0.19 | | |
| 0.49 | | |
| 0.42 | |
Stock-based compensation expense, net of tax | |
| 0.11 | | |
| 0.09 | | |
| 0.22 | | |
| 0.21 | |
Adjusted earnings per share | |
$ | 1.36 | | |
$ | 1.46 | | |
$ | 2.03 | | |
$ | 2.31 | |
We believe that the presentation of adjusted EBITDA and adjusted earnings
per share, which are non-GAAP financial measures, provides important supplemental information to management and investors regarding financial
and business trends relating to the Company’s financial condition and results of operations. We use these non-GAAP financial measures
when evaluating operating performance because we believe that the inclusion or exclusion of the items described above, for which the amounts
are non-cash or non-recurring in nature, provides a supplemental measure of our operating results that facilitates comparability of our
operating performance from period to period, against our business model objectives, and against other companies in our industry. We have
chosen to provide this information to investors so they can analyze our operating results in the same way that management does and use
this information in their assessment of our core business and the valuation of the Company. Adjusted EBITDA and adjusted earnings
per share are not calculated in accordance with GAAP, and should be considered supplemental to, and not as a substitute for, or superior
to, financial measures calculated in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all
of the costs or benefits associated with the operations of our business as determined in accordance with GAAP. As a result, investors
should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP.
Liquidity and capital resources
Net cash provided by operating activities for the six month period ended
June 30, 2024 was $121.9 million, up from $85.9 million in the prior year period. The year-over-year increase in cash flow was
driven primarily by positive changes in non-cash working capital relative to the prior six-month period. We believe that cash from operations
and other existing resources will continue to be adequate to satisfy the ongoing working capital needs of the Company.
For the six months ended June 30, 2024, capital expenditures were $54.3 million,
up from $44.2 million in the prior year period. Current year investments include service vehicle fleet replacements and additions in the
FirstService Brands segment, as well as information technology system improvements in both segments. Based on our current operations,
total capital expenditures for the year ending December 31, 2024 are expected to be approximately $115 million.
In July 2024, we paid a quarterly dividend of $0.25 per share on the Common
Shares in respect of the quarter ended June 30, 2024.
Net indebtedness as at June 30, 2024 was $1.12 billion, versus $994.5 million
at December 31, 2023. Net indebtedness is calculated as the current and non-current portion of long-term debt less cash and cash
equivalents. We are in compliance with the covenants contained in our financing agreements as at June 30, 2024 and, based on our outlook
for the balance of the year, we expect to remain in compliance with these covenants. We had $102.6 million of available undrawn credit
as of June 30, 2024.
In relation to acquisitions completed during the past two years, we have
outstanding contingent consideration totalling $81.0 million as at June 30, 2024 ($63.5 million as at December 31, 2023)
assuming all contingencies are satisfied and payment is due in full. Such payments, if any, are due during the period extending to May
2026. The contingent consideration liability is recognized at fair value upon acquisition and is updated to fair value each quarter, unless
it contains an element of compensation, in which case such element is treated as compensation expense over the contingency period. The
contingent consideration is based on achieving specified earnings levels, and is paid or payable at the end of the contingency period.
The following table summarizes our contractual obligations as at June 30,
2024:
Contractual obligations | |
Payments due by period | |
(in thousands of US$) | |
| | |
Less than | | |
| | |
| | |
After | |
| |
Total | | |
1 year | | |
1-3 years | | |
4-5 years | | |
5 years | |
| |
| | |
| | |
| | |
| | |
| |
Long-term debt | |
$ | 1,300,559 | | |
$ | 30,228 | | |
$ | 1,084,928 | | |
$ | 50,403 | | |
$ | 135,000 | |
Interest on long-term debt | |
| 196,840 | | |
| 75,635 | | |
| 87,463 | | |
| 18,227 | | |
| 15,515 | |
Capital lease obligations | |
| 30,577 | | |
| 11,756 | | |
| 15,357 | | |
| 3,464 | | |
| - | |
Contingent acquisition consideration | |
| 81,025 | | |
| 34,840 | | |
| 46,185 | | |
| - | | |
| - | |
Operating leases | |
| 297,480 | | |
| 58,797 | | |
| 105,213 | | |
| 64,810 | | |
| 68,660 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Total contractual obligations | |
$ | 1,906,481 | | |
$ | 211,256 | | |
$ | 1,339,146 | | |
$ | 136,904 | | |
$ | 219,175 | |
At June 30, 2024, we had commercial commitments totaling $29.9 million
comprised of letters of credit outstanding due to expire within one year.
Redeemable non-controlling interests
In most operations where managers or employees are also minority owners,
the Company is party to shareholders’ agreements. These agreements allow us to “call” the minority position at a value
determined with the use of a formula price, which is in most cases equal to a multiple of trailing two-year average earnings, less debt.
Minority owners may also “put” their interest to the Company at the same price, with certain limitations including: (i) the
inability to “put” more than one-third to one-half of their holdings in any twelve-month period; and (ii) the inability to
“put” any holdings for at least one year after the date of our initial acquisition of the business or the date the minority
shareholder acquired the stock, as the case may be. The total value of the minority shareholders’ interests (the “redemption
amount”), as calculated in accordance with shareholders’ agreements, was as follows.
| |
June 30 | | |
December 31 | |
(in thousands of US$) | |
2024 | | |
2023 | |
| |
| | |
| |
FirstService Residential | |
$ | 69,072 | | |
$ | 72,140 | |
FirstService Brands | |
| 297,934 | | |
| 221,771 | |
| |
$ | 367,006 | | |
$ | 293,911 | |
The amount recorded on our balance sheet under the caption “Redeemable
non-controlling interests” (“RNCI”) is the greater of: (i) the redemption amount (as above); and (ii) the amount initially
recorded as RNCI at the date of inception of the minority equity position. As at June 30, 2024, the RNCI recorded on the balance sheet
was $415.6 million. The purchase prices of the RNCI may be satisfied in cash or in Common Shares of FirstService. If all RNCI were
redeemed with cash on hand and borrowings under our Facility, the pro forma estimated accretion to diluted net earnings per share for
the six months ended June 30, 2024 would be $0.24, and a decrease of $0.08 to adjusted EPS.
Critical accounting policies and estimates
The preparation of consolidated financial statements requires management
to make estimates and assumptions with respect to the reported amounts of assets, liabilities, revenues and expenses and the disclosure
of contingent assets and liabilities. These estimates and assumptions are based upon management’s historical experience and are
believed by management to be reasonable under the circumstances. Such estimates and assumptions are evaluated on an ongoing basis and
form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
Actual results could differ significantly from these estimates. Our critical accounting policies and estimates have been reviewed and
discussed with our Audit Committee. There have been no material changes to our critical accounting policies and estimates from those disclosed
in the Company’s MD&A for the year ended December 31, 2023.
Financial instruments
We use financial instruments as part of our strategy to manage the risk
associated with interest rates and currency exchange rates from time to time. We do not use financial instruments for trading or speculative
purposes. As of the date of this MD&A, we have one interest swap in place to exchange the floating interest rate on $100 million of
debt under our Credit Agreement for a fixed rate.
Transactions with related parties
The Company has entered into office space rental arrangements and property
management contracts with senior managers of certain subsidiaries. These senior managers are usually also minority shareholders of the
subsidiaries. The business purpose of the transactions is to rent office space for the Company and to generate property management revenues
for the Company. The recorded amount of the rent expense for the six months ended June 30, 2024 was $3.8 million (2023 - $2.3 million).
As at June 30, 2024, the Company had $6.6 million of loans receivable
from minority shareholders (December 31, 2023 - $6.6 million). The business purpose of the loans receivable was to finance the
sale of non-controlling interests in subsidiaries to senior managers. The loan amounts are measured based on the formula price of the
underlying non-controlling interests, and interest rates are determined based on the Company’s cost of borrowing plus a spread.
The loans generally have terms of 5 to 10 years, but are open for repayment without penalty at any time.
Outstanding share data
The authorized capital of the Company consists of an unlimited number of
Common Shares. The holders of Common Shares are entitled to one vote in respect of each Common Share held at all meetings of the shareholders
of the Company.
As of the date hereof, the Company has outstanding 45,016,289 Common Shares.
In addition, as at the date hereof, 2,655,387 Common Shares are issuable upon exercise of options granted under the Company’s stock
option plan.
Canadian tax treatment of dividends
For the purposes of the enhanced dividend tax credit rules contained in
the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation, all dividends (and deemed dividends) paid
by us to Canadian residents on our Common Shares are designated as “eligible dividends”. Unless stated otherwise, all dividends
(and deemed dividends) paid by us hereafter are designated as “eligible dividends” for the purposes of such rules.
Changes in internal controls over financial reporting
There have been no changes in our internal controls over financial reporting
during the three and six month periods ended June 30, 2024 that have materially affected or are reasonably likely to materially affect
our internal controls over financial reporting.
Forward-looking statements
This MD&A contains forward-looking statements with respect to expected
financial performance, strategy and business conditions. The words “believe,” “anticipate,” “estimate,”
“plan,” “expect,” “intend,” “may,” “project,” “will,” “would,”
and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these
identifying words. These statements reflect management's current beliefs with respect to future events and are based on information currently
available to management. Forward-looking statements involve significant known and unknown risk and uncertainties. Many factors could cause
our actual results, performance or achievements to be materially different from any future results, performance or achievements that may
be expressed or implied by such forward-looking statements. Factors which may cause such differences include, but are not limited to those
set out below, and those set out in detail in the “Risk Factors” section of the Company’s Annual Information Form, which
is included in the Company’s Annual Report on Form 40-F:
| · | Economic conditions, especially as they relate to credit conditions, consumer spending and demand for
managed residential property, particularly in regions where our business may be concentrated. |
| · | Residential real estate property values, resale rates and general conditions of financial liquidity for
real estate transactions. |
| · | Extreme weather conditions impacting demand for our services or our ability to perform those services. |
| · | Economic deterioration impacting our ability to recover goodwill and other intangible assets. |
| · | A decline in our ability to generate cash from our businesses to fund future acquisitions and meet our
debt obligations. |
| · | The effects of changes in foreign exchange rates in relation to the U.S. dollar on our Canadian dollar
denominated revenues and expenses. |
| · | Competition in the markets served by the Company. |
| · | Labour shortages or increases in wage and benefit costs. |
| · | The effects of changes in interest rates on our cost of borrowing. |
| · | A decline in our performance impacting our continued compliance with the financial covenants under our
debt agreements, or our ability to negotiate a waiver of certain covenants with our lenders. |
| · | Unexpected increases in operating costs, such as insurance, workers’ compensation, health care and
fuel prices. |
| · | Changes in the frequency or severity of insurance incidents relative to our historical experience. |
| · | A decline in our ability to make acquisitions at reasonable prices and successfully integrate acquired
operations. |
| · | The performance of acquired businesses and potential liabilities acquired in connection with such acquisitions. |
| · | Changes in laws, regulations and government policies at the federal, state/provincial or local level that
may adversely impact our businesses. |
| · | Risks related to liability for employee acts or omissions, or installation/system failure, in our fire
protection businesses. |
| · | A decline in our performance impacting our ability to pay dividends on our common shares. |
| · | Risks arising from any regulatory review and litigation. |
| · | Risks associated with intellectual property and other proprietary rights that are material to our business. |
| · | Disruptions or security failures in our information technology systems. |
| · | Political conditions, including any outbreak or escalation of terrorism or hostilities and the impact
thereof on our business. |
| · | Performance in our commercial and large loss property restoration business and roofing business. |
| · | Volatility of the market price of our common shares. |
| · | Potential future dilution to the holders of our common shares. |
| · | Risks related to our qualification as a foreign private issuer. |
| · | The outbreak of epidemics or pandemics or other health crises could result in volatility and disruptions
in the supply and demand for our products and services, global supply chains and financial markets. |
We caution that the foregoing list is not exhaustive of all possible factors,
as other factors could adversely affect our results, performance or achievements. The reader is cautioned against undue reliance on these
forward-looking statements. Although we believe that the assumptions underlying our 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. We note that past performance
in operations and share price are not necessarily predictive of future performance. All forward-looking statements in this MD&A are
qualified by these cautionary statements. The forward-looking statements are made as of the date of this MD&A and, unless otherwise
required by applicable securities laws, we do not intend, nor do we undertake any obligation, to update or revise any forward-looking
statements contained in this MD&A to reflect subsequent information, events, results or circumstances or otherwise.
Additional information
Additional information regarding the Company, including our Annual Information
Form for the year ended December 31, 2023, is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
Further information about us can also be obtained at www.firstservice.com.
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