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6-K 1 f6k_103125.htm FORM 6-K

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: October 2025

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 [X]

 

 

 

  - 2 -  

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.

 

 

    FIRSTSERVICE CORPORATION
     
     
     
Date: October 31, 2025   /s/ Jeremy Rakusin
    Name: Jeremy Rakusin
    Title: Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  - 3 -  

EXHIBIT INDEX

 

 

 

 

Exhibit Description of Exhibit
   
99.1 Interim consolidated financial statements and management’s discussion & analysis for the three and nine month periods ended September 30, 2025.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EX-99.1 2 exh_991.htm EXHIBIT 99.1

Exhibit 99.1

 

 

 

 

 

 

 

 

 

FIRSTSERVICE CORPORATION

 

 

 

 

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

 

 

 

 

 

 

 

 

 

 

 

 

 

Third Quarter

 

September 30, 2025

 

 

 

 

 

 

 


 

 

 

 

 

NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS

 

 

 

The unaudited interim consolidated financial statements of FirstService Corporation, which include the unaudited interim consolidated balance sheet as at September 30, 2025 and the unaudited interim consolidated statements of earnings, comprehensive earnings, shareholders’ equity and cash flows for the three and nine 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 unaudited 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   /s/ Jeremy Rakusin  
Scott Patterson   Jeremy Rakusin  
CEO   CFO  

 

 

October 31, 2025

 

 

 

 

 

 

  Page 3 of 16  

 

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                        
                         
    Three months     Nine months  
    ended September 30     ended September 30  
    2025     2024     2025     2024  
                         
Revenues (note 3)   $ 1,447,565     $ 1,396,041     $ 4,114,124     $ 3,851,545  
                                 
Cost of revenues     960,420       936,573       2,737,222       2,587,613  
Selling, general and administrative expenses     328,982       305,193       972,500       907,724  
Depreciation     27,807       23,584       79,392       67,376  
Amortization of intangible assets     18,828       17,825       57,051       50,065  
Acquisition-related items (note 4)     (4,100 )     (13,036 )     15,795       (9,130 )
Operating earnings     115,628       125,902       252,164       247,897  
                                 
Interest expense, net     18,179       22,150       56,609       61,707  
Other income, net     (1,138 )     (381 )     (2,220 )     (2,376 )
Earnings before income tax     98,587       104,133       197,775       188,566  
Income tax (note 7)     27,700       26,372       57,377       50,971  
Net earnings     70,887       77,761       140,398       137,595  
                                 
Non-controlling interest share of earnings (note 10)     6,709       7,756       11,430       11,985  
Non-controlling interest redemption increment (note 10)     7,010       9,472       22,899       23,711  
Net earnings attributable to Company   $ 57,168     $ 60,533     $ 106,069     $ 101,899  
                                 
                                 
Net earnings per common share (note 11)                                
                                 
Basic   $ 1.25     $ 1.34     $ 2.33     $ 2.27  
Diluted   $ 1.24     $ 1.34     $ 2.32     $ 2.26  

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

  Page 4 of 16  

 

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
                         
    Three months     Nine months  
    ended September 30     ended September 30  
    2025     2024     2025     2024  
                         
Net earnings   $ 70,887     $ 77,761     $ 140,398     $ 137,595  
                                 
Foreign currency translation gain (loss)     (2,350 )     1,233       1,848       (1,843 )
                                 
Comprehensive earnings     68,537       78,994       142,246       135,752  
                                 
Less: Comprehensive earnings attributable to non-controlling interests     13,719       17,228       34,329       35,696  
                                 
Comprehensive earnings attributable to Company   $ 54,818     $ 61,766     $ 107,917     $ 100,056  

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Page 5 of 16  

 

FIRSTSERVICE CORPORATION            
CONSOLIDATED BALANCE SHEETS            
(Unaudited)            
(in thousands of US dollars) - in accordance with accounting principles generally accepted in the United States of America
             
    September 30, 2025     December 31, 2024  
Assets                
Current Assets                
Cash and cash equivalents   $ 219,916     $ 227,598  
Restricted cash     25,595       16,088  
Accounts receivable, net of allowance of $26,051                
(December 31, 2024 - $24,921)     958,606       947,517  
Income tax recoverable     17,105       9,431  
Inventories (note 6)     291,397       279,626  
Prepaid expenses and other current assets     88,741       79,093  
      1,601,360       1,559,353  
                 
Other receivables     5,232       3,925  
Other assets     23,705       24,082  
Deferred income tax     2,134       2,114  
Fixed assets     286,263       253,994  
Operating lease right-of-use assets (note 5)     275,537       240,518  
Intangible assets     718,093       715,483  
Goodwill     1,473,032       1,395,383  
      2,783,996       2,635,499  
    $ 4,385,356     $ 4,194,852  
                 
Liabilities and shareholders' equity                
Current Liabilities                
Accounts payable   $ 171,965     $ 174,066  
Accrued liabilities     382,089       367,443  
Income taxes payable     7,071       8,383  
Unearned revenues     217,243       190,885  
Operating lease liabilities - current (note 5)     58,038       53,115  
Long-term debt - current (note 8)     13,784       41,567  
Contingent acquisition consideration - current (note 9)     57,747       15,307  
      907,937       850,766  
                 
Long-term debt - non-current (note 8)     1,191,438       1,257,143  
Operating lease liabilities - non-current (note 5)     248,749       214,423  
Contingent acquisition consideration (note 9)     14,784       51,941  
Unearned revenues     25,369       23,275  
Other liabilities     84,623       75,326  
Deferred income tax     100,801       84,895  
      1,665,764       1,707,003  
Redeemable non-controlling interests (note 10)     472,172       449,337  
                 
Shareholders' equity     1,339,483       1,187,746  
    $ 4,385,356     $ 4,194,852  

 

The accompanying notes are an integral part of these financial statements.

 

 

  Page 6 of 16  

FIRSTSERVICE CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Unaudited)
(in thousands of US dollars, except share information)
                                     
    Common shares                 Accumulated        
    Issued and                       other        
    outstanding           Contributed     Retained     comprehensive        
    shares     Amount     surplus     Earnings     loss     Total  
                                     
Balance, December 31, 2024     45,268,672     $ 929,908     $ 104,794     $ 165,474     $ (12,430 )   $ 1,187,746  
Net earnings     -       -       -       2,803       -       2,803  
Other comprehensive loss     -       -       -       -       (16 )     (16 )
                                                 
Subsidiaries’ equity transactions                     14                       14  
Common Shares:                                                
Stock option expense     -       -       7,599       -       -       7,599  
Stock options exercised     175,329       25,292       (5,206 )     -       -       20,086  
Dividends     -       -       -       (12,498 )     -       (12,498 )
Balance, March 31, 2025     45,444,001     $ 955,200     $ 107,201     $ 155,779     $ (12,446 )   $ 1,205,734  
Net earnings     -       -       -       46,098       -       46,098  
Other comprehensive income     -       -       -       -       4,214       4,214  
                                                 
Subsidiaries’ equity transactions     -       -       3       -       -       3  
Common Shares:                                                
Stock option expense     -       -       6,556       -       -       6,556  
Stock options exercised     12,000       2,215       (495 )     -       -       1,720  
Dividends     -       -       -       (12,500 )     -       (12,500 )
Balance, June 30, 2025     45,456,001     $ 957,415     $ 113,265     $ 189,377     $ (8,232 )   $ 1,251,825  
Net earnings     -       -       -       57,168       -       57,168  
Other comprehensive loss     -       -       -       -       (2,350 )     (2,350 )
                                                 
                                                 
Common Shares:                                                
Stock option expense     -       -       6,617       -       -       6,617  
Stock options exercised     256,235       47,388       (8,595 )     -       -       38,793  
Dividends     -       -       -       (12,570 )     -       (12,570 )
Balance, September 30, 2025     45,712,236     $ 1,004,803     $ 111,287     $ 233,975     $ (10,582 )   $ 1,339,483  

 

 

  Page 7 of 16  

FIRSTSERVICE CORPORATION
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (continued)
(Unaudited)
(in thousands of US dollars, except share information)
                                     
    Common shares                 Accumulated        
    Issued and                       other        
    outstanding           Contributed     Retained     comprehensive        
    shares     Amount     surplus     Earnings     loss     Total  
                                     
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  
Net earnings     -       -       -       60,533       -       60,533  
Other comprehensive loss     -       -       -       -       1,233       1,233  
                                                 
                                                 
Common Shares:                                                
Stock option expense     -       -       5,699       -       -       5,699  
Stock options exercised     97,832       13,769       (2,875 )     -       -       10,894  
Dividends     -       -       -       (11,281 )     -       (11,281 )
Balance, September 30, 2024     45,109,621     $ 906,651     $ 102,510     $ 145,601     $ (6,214 )   $ 1,148,548  

 

 

  Page 8 of 16  

FIRSTSERVICE CORPORATION                        
CONSOLIDATED STATEMENTS OF CASH FLOWS                        
(Unaudited)                        
(in thousands of US dollars) - in accordance with accounting principles generally accepted in the United States of America
                         
    Three months ended     Nine months ended  
    September 30     September 30  
    2025     2024     2025     2024  
Cash provided by (used in)                                
                                 
Operating activities                                
Net earnings   $ 70,887       77,761     $ 140,398     $ 137,595  
                                 
Items not affecting cash:                                
Depreciation and amortization     46,635       41,409       136,443       117,441  
Deferred income tax     (830 )     (2,265 )     (2,420 )     (6,814 )
Stock-based compensation     6,617       5,699       20,772       19,626  
Contingent acquisition consideration fair value adjustments     (5,815 )     (13,076 )     7,592       (12,426 )
Other     (284 )     222       1,506       29  
                                 
Changes in non-cash working capital:                                
Accounts receivable     34,649       (17,343 )     19,828       (19,983 )
Inventories     1,950       (26,178 )     1,399       (28,328 )
Prepaid expenses and other current assets     5,553       (505 )     (9,291 )     (8,223 )
Payables and accruals     (13,312 )     30,635       (26,475 )     7,353  
Unearned revenues     (26,529 )     (27,023 )     24,643       (1,023 )
Other liabilities     6,841       7,675       16,051       13,063  
Contingent acquisition consideration     -       -       -       (19,355 )
Net cash provided by operating activities     126,362       77,011       330,446       198,955  
                                 
Investing activities                                
Acquisitions of businesses, net of cash acquired (note 4)     (44,469 )     (4,016 )     (96,385 )     (158,665 )
Purchases of fixed assets     (33,663 )     (26,560 )     (96,601 )     (80,882 )
Other investing activities     (1,372 )     3,715       (10,042 )     2,715  
Net cash used in investing activities     (79,504 )     (26,861 )     (203,028 )     (236,832 )
                                 
Financing activities                                
Increase in long-term debt     29,965       272       99,641       337,000  
Repayment of long-term debt     (66,906 )     (37,036 )     (191,409 )     (237,036 )
Purchases of non-controlling interests, net     (4,597 )     (3,963 )     (33,943 )     (25,405 )
Contingent acquisition consideration     (6,925 )     (1,107 )     (7,825 )     (7,265 )
Proceeds received on exercise of options     35,794       10,894       57,600       39,842  
Dividends paid to common shareholders     (12,501 )     (11,253 )     (36,315 )     (32,551 )
Distributions paid to non-controlling interests     (1,828 )     (3,267 )     (13,430 )     (7,737 )
Net cash provided by (used in) financing activities     (26,998 )     (45,460 )     (125,681 )     66,848  
                                 
Effect of exchange rate changes on cash, cash equivalents and restricted cash     781       (151 )     88       200  
                                 
Increase in cash, cash equivalents and restricted cash     20,641       4,539       1,825       29,171  
                                 
Cash, cash equivalents and restricted cash, beginning of period     224,870       231,509       243,686       206,877  
                                 
Cash, cash equivalents and restricted cash, end of period   $ 245,511       236,048     $ 245,511     $ 236,048  

 

The accompanying notes are an integral part of these financial statements.

 

 

  Page 9 of 16  

FIRSTSERVICE CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

(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, 2024. There are no other developments since the Company’s disclosures in its December 31, 2024 audited consolidated financial statements relating to new standards issued but not adopted.

 

These interim financial statements follow the same accounting policies as the most recent audited consolidated financial statements. In the opinion of management, the unaudited condensed consolidated financial statements contain all adjustments necessary for a fair statement of the financial position of the Company as at September 30, 2025 and the results of operations and its cash flows for the three and nine month periods ended September 30, 2025 and 2024. All such adjustments are of a normal recurring nature. The condensed balance sheet at December 31, 2024 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. The results of operations for the three and nine month periods ended September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025.

 

3.       REVENUE RECOGNITION – Disaggregated revenues are as follows:

 

    Three months   Nine months
    ended September 30   ended September 30
    2025   2024   2025   2024
Revenues                
FirstService Residential   $ 605,426     $ 559,585     $ 1,723,536     $ 1,613,213  
FirstService Brands company-owned     780,616       777,966       2,217,328       2,073,704  
FirstService Brands franchisor     59,267       55,925       166,403       158,289  
FirstService Brands franchise fee     2,256       2,565       6,857       6,339  

 

 

  Page 10 of 16  

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 September 30, 2025, the aggregate amount of backlog was $1,052,703 (December 31, 2024 - $924,803). 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 September 30, 2025 are expected to be recognized into income within 12 months of the balance sheet date.

 

4.       ACQUISITIONS – During the nine months ended September 30, 2025, the Company completed seven acquisitions, two in the FirstService Residential segment and five in the FirstService Brands segment. In the FirstService Residential segment, the Company acquired an amenity management firm, headquartered in Ithaca, New York, as well as a property management company located in Edmonton, Alberta. Within the FirstService Brands segment, the Company acquired three independent roofing businesses located in Alberta, Canada, San Diego, California, and Lakeland, Florida, respectively. In addition, the Company acquired a Paul Davis franchisee operating in Pennsylvania, as well as an independent fire protection business headquartered in Salt Lake City, Utah. The acquisition date fair value of consideration transferred was as follows: cash of $96,385 (net of cash acquired of $7,116), and contingent consideration of $5,683.

 

During the nine months ended September 30, 2024, the Company completed seven acquisitions for cash consideration of $158,665 (net of cash acquired of $24,732), and contingent consideration of $42,885.

 

Acquisition-related items included both transaction costs and contingent acquisition consideration fair value adjustments. Acquisition-related transaction costs for the nine months totaled $8,203 (2024 - $3,296). Also included in acquisition-related items was an increase of $7,592 related to contingent acquisition consideration fair value adjustments (2024 - decrease of $12,426).

 

The purchase price allocations for certain transactions completed in the last nine 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 nine months ended September 30, 2025.

 

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 September 30, 2025 was $72,531 (see note 9). The estimated range of outcomes (undiscounted) for these contingent consideration arrangements is $66,780 to a maximum of $74,200. The contingencies will expire during the period extending to January 2028. During the nine months ended September 30, 2025, $7,825 was paid with reference to such contingent consideration (2024 - $26,620).

 

 

  Page 11 of 16  

5.       LEASES – The Company has operating leases for corporate offices, copiers, and certain equipment. Its leases have remaining lease terms of 1 year to 14 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 nine months ended September 30, 2025 was $55,024 (2024 - $47,882).

 

Other information related to leases was as follows (in thousands):

 

Supplemental Cash Flows Information, nine months ended September 30   2025
     
Cash paid for amounts included in the measurement of operating lease liabilities   $ 50,614  
Right-of-use assets obtained in exchange for operating lease obligation   $ 79,178  

 

6.      INVENTORIES - Inventories are comprised of the following:

 

    September 30,   December 31,
    2025   2024
         
Work-in-progress   $ 212,722     $ 213,752  
Finished Goods     32,239       20,533  
Supplies and other     46,436       45,341  
    $ 291,397     $ 279,626  

 

7.       INCOME TAX – The provision for income tax for the nine months ended September 30, 2025 reflected an effective tax rate of 29% (2024 - 27%).

 

8.       LONG-TERM DEBT – In February 2025, the Company entered into a third amended and restated credit agreement providing for a $1,750,000 revolving credit facility on an unsecured basis. The maturity date of the revolving credit facility is February 2030. The revolving credit facility bears interest at 0.20% to 2.50% over floating reference rates, depending on certain leverage ratios.

 

In September 2022 (and as amended in April 2024 for the facility with NYL Investors LLC), 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 New York Life has a term ending April 3, 2027. The Company has the ability to issue incremental Note tranches under the New York Life facility until April 3, 2027, subject to acceptance by New York Life, with varying maturities as determined by the Company, and with coupon pricing determined at the time of each Note issuance. The facility with Prudential expired on September 29, 2025, such that no further private placement issuances of Notes may be made thereunder to Prudential. 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 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 and the Notes rank equally in terms of seniority. The Company is prohibited under the Credit Agreement from undertaking certain acquisitions and dispositions, and incurring certain indebtedness and encumbrances, without prior approval of the lenders under the Credit Agreement.

 

 

  Page 12 of 16  

9.       FAIR VALUE MEASUREMENTS – The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis as of September 30, 2025:

 

        Fair value measurements at September 30, 2025
    Carrying value at            
    September 30, 2025   Level 1   Level 2   Level 3
Contingent consideration liability   $ 72,531     $ -     $ -     $ 72,531  
Interest rate swap liability     930       -       930       -  

 

The fair value of the interest rate swap liability 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:

 

    2025
     
Balance, January 1   $ 67,248  
Amounts recognized on acquisitions     5,683  
Fair value adjustments     7,592  
Resolved and settled in cash     (7,825 )
Other     (167 )
Balance, September 30   $ 72,531  
         
Less: Current portion     57,747  
Non-current portion   $ 14,784  

 

The carrying amounts for cash and cash equivalents, 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 4.5% to 5.0%). The following are estimates of the fair values for other financial instruments:

 

    September 30, 2025   December 31, 2024
    Carrying   Fair   Carrying   Fair
    amount   value   amount   value
Other receivables   $ 5,232     $ 5,232     $ 3,925     $ 3,925  
Long-term debt     1,205,222       1,214,587       1,298,710       1,302,878  

 

 

  Page 13 of 16  

10.       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:

 

    2025
     
Balance, January 1   $ 449,337  
RNCI share of earnings     11,430  
RNCI redemption increment     22,899  
Distributions paid to RNCI     (13,430 )
Purchases of interests from RNCI, net     (33,943 )
RNCI recognized on business acquisitions     35,187  
Other     692  
Balance, September 30   $ 472,172  

 

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 average annual net earnings before extraordinary items, 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 September 30, 2025 was $402,941. 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 September 30, 2025, approximately 2,000,000 such shares would be issued; this would be accretive to net earnings per share.

 

Increases or decreases to the formula price of the underlying shares are recognized in the statement of earnings as the NCI redemption increment.

 

11.       NET EARNINGS PER COMMON SHARE – The following table reconciles the basic and diluted common shares outstanding:

 

    Three months ended   Nine months ended
(in thousands)   September 30   September 30
    2025   2024   2025   2024
                 
Basic shares     45,568       45,047       45,462       44,961  
Assumed exercise of Company stock options     356       289       270       202  
Diluted shares     45,924       45,336       45,732       45,163  

 

12.       STOCK-BASED COMPENSATION

 

Company stock option plan

The Company has a stock option plan for certain officers and key full-time employees of the Company and its subsidiaries. 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 September 30, 2025, there were 763,240 options available for future grants.

 

 

  Page 14 of 16  

Grants under the Company’s stock option plan are equity-classified awards. There were no stock options granted during the three months ended September 30, 2025 (2024 – nil). 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 nine months ended September 30, 2025 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     2,403,004     $ 149.19                  
Granted     587,000       171.43                  
Exercised     (443,564 )     136.62                  
Shares issuable under options -                                
End of period     2,546,440     $ 156.50       3.33     $ 86,544  
Options exercisable - End of period     993,004     $ 150.32       1.62     $ 39,890  

 

The amount of compensation expense recorded in the statement of earnings for the nine months ended September 30, 2025 was $20,772 (2024 - $19,626). As of September 30, 2025, there was $38,636 of unrecognized compensation cost related to non-vested awards which is expected to be recognized over the next 5 years. During the nine month period ended September 30, 2025, the fair value of options vested was $18,458 (2024 - $17,156).

 

13.       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.

 

14.       SEGMENTED INFORMATION – The Company has two reportable operating segments as determined by the chief operating decision maker (CODM), who is the Chief Executive Officer of the Company. The segments are grouped with reference to the nature of services provided and the types of clients that use those services. The CODM assesses each segment’s performance based on operating earnings. Specifically, the CODM uses operating earnings to monitor results against expectations for each reportable segment. FirstService Residential provides property management and related property services to residential communities in North America. FirstService Brands provides Company-owned and franchised property services to customers in North America. Corporate includes the costs of operating the Company’s corporate head office.

 

 

  Page 15 of 16  

OPERATING SEGMENTS                
                 
    FirstService   FirstService        
    Residential   Brands   Corporate   Consolidated
                 
Three months ended September 30                                
                                 
2025                                
Revenues   $ 605,426     $ 842,139     $ -     $ 1,447,565  
Cost of revenues     450,459       509,961       -       960,420  
Selling, general and administrative     88,604       230,091       10,287       328,982  
Depreciation and amortization     12,164       34,449       22       46,635  
Acquisition-related items     920       (6,082 )     1,062       (4,100 )
Operating earnings     53,279       73,720       (11,371 )     115,628  
                                 
2024                                
Revenues   $ 559,585     $ 836,456     $ -     $ 1,396,041  
Cost of revenues     417,107       519,466       -       936,573  
Selling, general and administrative     83,888       211,224       10,081       305,193  
Depreciation and amortization     8,871       32,516       22       41,409  
Acquisition-related items     660       (13,814 )     118       (13,036 )
Operating earnings     49,059       87,064       (10,221 )     125,902  

 

    FirstService   FirstService        
    Residential   Brands   Corporate   Consolidated
                 
Nine months ended September 30                                
                                 
2025                                
Revenues   $ 1,723,536     $ 2,390,588     $ -     $ 4,114,124  
Cost of revenues     1,286,377       1,450,845       -       2,737,222  
Selling, general and administrative     263,670       674,674       34,156       972,500  
Depreciation and amortization     34,589       101,786       68       136,443  
Acquisition-related items     4,748       8,555       2,492       15,795  
Operating earnings     134,152       154,728       (36,716 )     252,164  
                                 
2024                                
Revenues   $ 1,613,213     $ 2,238,332     $ -     $ 3,851,545  
Cost of revenues     1,215,429       1,372,184       -       2,587,613  
Selling, general and administrative     244,508       627,356       35,860       907,724  
Depreciation and amortization     27,067       90,306       68       117,441  
Acquisition-related items     1,385       (11,685 )     1,170       (9,130 )
Operating earnings     124,824       160,171       (37,098 )     247,897  

 

 

  Page 16 of 16  

GEOGRAPHIC INFORMATION            
             
    United States   Canada   Consolidated
             
Three months ended September 30                        
                         
2025                        
Revenues   $ 1,301,545     $ 146,020     $ 1,447,565  
Total long-lived assets     2,362,717       390,208       2,752,925  
                         
2024                        
Revenues   $ 1,211,888     $ 184,153     $ 1,396,041  
Total long-lived assets     2,139,117       426,882       2,565,999  
                         

 

    United States   Canada   Consolidated
             
Nine months ended September 30                        
                         
2025                        
Revenues   $ 3,692,046     $ 422,078     $ 4,114,124  
                         
2024                        
Revenues   $ 3,373,181     $ 478,364     $ 3,851,545  

 

 

 


 

FIRSTSERVICE CORPORATION

 

MANAGEMENT’S DISCUSSION AND ANALYSIS

For the Nine Month Period Ended September 30, 2025

(in US dollars)

October 31, 2025

 

The following Management’s Discussion and Analysis (“MD&A”) should be read together with the unaudited interim condensed consolidated financial statements of FirstService Corporation (the “Company” or “FirstService”) for the three and nine month periods ended September 30, 2025 and the Company’s audited consolidated financial statements, and MD&A, for the year ended December 31, 2024. 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 nine month periods ended September 30, 2025 and up to and including October 31, 2025.

 

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 September 30, 2025

 

Consolidated revenues for our third quarter were $1.45 billion, 4% higher than the comparable prior year quarter.

 

Consolidated operating earnings for the third quarter were $115.6 million, compared to $125.9 million in the prior year quarter. The operating earnings margin was 8.0% versus 9.0% in the prior year quarter. Adjusted EBITDA (see “Reconciliation of non-GAAP measures” below) for the third quarter was $164.8 million, up from $160.0 million reported in the prior year quarter. Our Adjusted EBITDA margin was 11.4% of revenues versus 11.5% of revenues in the prior year quarter.

 

Depreciation and amortization expense totalled $46.6 million, relative to $41.4 million in the prior year, with the increase primarily related to recently acquired operations in both our FirstService Residential and FirstService Brands segments.

 

Acquisition-related items for the third quarter was a net reversal of expense of $4.1 million versus a $13.0 million net reversal of expense in the prior period. The decrease was mainly due to greater reversal of fair value adjustments to contingent upside earn-out structures in the FirstService Brands segment in the prior year compared to the current year quarter.

 

Net interest expense was $18.2 million, down from $22.2 million recorded in the prior year quarter, with the difference primarily attributable to a lower cost of debt, as well as the decrease in our average outstanding debt.

 

The consolidated income tax rate for the quarter was 28%, compared to 25% in the prior year quarter. The effective tax rate for the full year is expected to be approximately 29%.

 

Net earnings for the quarter were $70.9 million, versus $77.8 million in the prior year quarter, with the decrease primarily attributable to fair value adjustments to contingent upside earn-out structures in the FirstService Brands segment occurring in the prior year quarter.

 

The RNCI redemption increment for the third quarter was $7.0 million, versus $9.5 million in the prior period, and was attributable to changes in the trailing two-year average of earnings of non-wholly owned subsidiaries.

 

 

Page 2 of 10

 

The FirstService Residential segment reported revenues of $605.4 million for the third quarter, up 8% versus the prior year, including organic growth of 5% (see “Reconciliation of non-GAAP measures” below) driven by new contract wins. Adjusted EBITDA was $66.4 million, or 11.0% of revenues, versus $58.6 million, or 10.5% of revenues, in the prior year quarter. Operating earnings were $53.3 million, or 8.8% of revenues, versus $49.1 million, or 8.8% of revenues, for the third quarter of last year. The increase in Adjusted EBITDA margin compared to the prior year reflects sustained progress with labor-driven operational efficiencies, consistent with improvements realized in recent quarters.

 

Third quarter revenues at our FirstService Brands segment were $842.1 million, up 1% relative to the prior year quarter. On an organic basis, division revenues declined 4%, with reduced activity levels in our restoration and roofing operations offsetting strong growth at Century Fire Protection. Adjusted EBITDA for the quarter was $102.1 million, or 12.1% of revenues, versus $105.8 million, or 12.6% of revenues, in the prior year quarter. Operating earnings for the third quarter were $73.7 million, or 8.8% of revenues, versus $87.1 million, or 10.4% of revenues, in the prior year quarter. Margins for the division were lower than prior year due to the negative operating leverage associated with the decline in organic revenue growth at our restoration and roofing service lines. The decrease in the Operating Earnings margin was further impacted by the comparison to an acquisition-related net reversal of fair value adjustments on a contingent upside earn-out structure in the prior year quarter.

 

Corporate costs (see definitions and reconciliations below), as presented in Adjusted EBITDA, were $3.7 million, relative to $4.4 million in the prior year quarter. GAAP corporate costs for the current quarter were $11.4 million in the quarter versus $10.2 million in the prior year quarter.

 

Results of operations - nine months ended September 30, 2025

 

Revenues for the nine months ended September 30, 2025 were $4.11 billion, 7% higher than the comparable prior year period.

 

Operating earnings for the period were $252.2 million, versus $247.9 million in the prior year. Our operating earnings margin was 6.1% of revenues versus 6.4% of revenues in the prior year period. Year-to-date Adjusted EBITDA (see “Reconciliation of non-GAAP measures” below) was $425.2 million, up from $375.8 million reported in the comparable prior year period. Our Adjusted EBITDA margin was 10.3% of revenues versus 9.8% of revenues in the prior year.

 

Depreciation and amortization expense totalled $136.4 million, relative to $117.4 million in the prior year, with the increase primarily related to recently acquired operations in both our FirstService Residential and FirstService Brands segments.

 

Acquisition-related items were $15.8 million, up from $9.1 million of net reversal of expense in the prior period. The increase was primarily due to fair value adjustments to contingent earn-out structures in the FirstService Brands segment in the current year period, versus a significant reversal of fair value adjustments in the prior year.

 

Our consolidated income tax rate for the nine-month period was 29%, versus 27% in the prior year-to-date period.

 

Net earnings for the nine-month period were $140.4 million, up from $137.6 million in the prior year period, and was primarily attributable to higher profitability in the FirstService Residential segment, as well as decreased interest expense.

 

Our FirstService Residential segment reported revenues of $1.72 billion for the nine-month period, up 7% over the prior year period, including 4% organic growth. Adjusted EBITDA was $173.5 million, or 10.1% of revenues, up from $153.3 million, or 9.5% of revenues, in the prior year period. Operating earnings were $134.2 million, or 7.8% of revenues, for the nine-month period, relative to $124.8 million, or 7.7% of revenues, in the prior year period. The Margin improvement was due to realized operating efficiencies in our property management client service delivery model.

 

 

Page 3 of 10

 

Year-to-date revenues at FirstService Brands were $2.39 billion, an increase of 7% relative to the prior year period. On an organic basis, revenues were down 2% driven primarily by reduced activity-levels at our Roofing Corp of America operation, partially offset by double-digit organic growth at Century Fire Protection. Adjusted EBITDA for the period was $265.1 million, or 11.1% of revenues, up from $238.8 million, or 10.7% of revenues, in the prior year period. Operating earnings were $154.7 million, or 6.5% of revenues, versus $160.2 million, or 7.2% of revenues, in the prior year. The Adjusted EBITDA margin expansion was driven primarily by improvements in our operating processes and cost structure at our restoration brands. The Operating Earnings margin decreased due to a significant reversal of fair value adjustments to a contingent upside earn-out structure in the prior year period.

 

Corporate costs (see definitions and reconciliations below), as presented in Adjusted EBITDA, for the nine-month period were $13.4 million versus $16.2 million in the prior year period. GAAP corporate costs were $36.7 million, compared to $37.1 million in the prior year.

 

Summary of quarterly results

 

The following table sets forth FirstService’s quarterly consolidated results of operations data for each of the eleven 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, 2025                                
Revenues   $ 1,250,826     $ 1,415,733       1,447,565          
Operating earnings     39,258       97,278       115,628          
Net earnings per share                                
Basic     0.06       1.01       1.25          
Diluted     0.06       1.01       1.24          
                                 
YEAR ENDED DECEMBER 31, 2024                                
Revenues   $ 1,158,045     $ 1,297,459     $ 1,396,041     $ 1,365,349  
Operating earnings     38,058       83,937       125,902       89,615  
Net earnings per share                                
Basic     0.14       0.78       1.34       0.72  
Diluted     0.14       0.78       1.34       0.71  
                                 
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  
                                 
OTHER DATA                                
Adjusted EBITDA - 2025   $ 103,266     $ 157,128     $ 164,780          
Adjusted EBITDA - 2024     83,373       132,487       159,974     $ 137,856  
Adjusted EBITDA - 2023     82,096       118,353       111,936       103,343  
Adjusted EPS - 2025     0.92       1.71       1.76          
Adjusted EPS - 2024     0.67       1.36       1.63       1.34  
Adjusted EPS - 2023     0.85       1.46       1.25       1.11  

 

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.

 

 

Page 4 of 10

 

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”, “segment adjusted EBITDA”, “adjusted EPS” and “organic growth”, 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 (income) expense; (iii) interest expense; (iv) depreciation and amortization; (v) acquisition-related items; and (vi) stock-based compensation expense. The Company uses Consolidated adjusted EBITDA and segment adjusted EBITDA to evaluate its own operating performance, its ability to service debt, and as an integral part of its planning and reporting systems. Additionally, this measure is used in conjunction with discounted cash flow models to determine the Company’s overall enterprise valuation and to evaluate acquisition targets. Consolidated adjusted EBITDA and segment adjusted EBITDA are presented as a supplemental measure because the Company believes such a measure is useful to investors as a reasonable indicator of operating performance, due to the low capital intensity of the Company’s service operations. The Company believes 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. The Company’s method of calculating adjusted EBITDA and segment 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   Nine months ended
(in thousands of US$)   September 30   September 30
      2025       2024       2025       2024  
                                 
Net earnings   $ 70,887     $ 77,761     $ 140,398     $ 137,595  
Income tax     27,700       26,372       57,377       50,971  
Other income, net     (1,138 )     (381 )     (2,220 )     (2,376 )
Interest expense, net     18,179       22,150       56,609       61,707  
Operating earnings     115,628       125,902       252,164       247,897  
Depreciation and amortization     46,635       41,409       136,443       117,441  
Acquisition-related items     (4,100 )     (13,036 )     15,795       (9,130 )
Stock-based compensation expense     6,617       5,699       20,772       19,626  
Adjusted EBITDA   $ 164,780     $ 159,974     $ 425,174     $ 375,834  

 

 

Page 5 of 10

 

A reconciliation of segment operating earnings to segment Adjusted EBITDA appears below.    
             
(in thousands of US$)            
         
Three months ended, September 30, 2025     FirstService       FirstService          
      Residential       Brands       Corporate (1)  
                         
Segment operating earnings (loss)   $ 53,279     $ 73,720     $ (11,371 )
Depreciation and amortization     12,164       34,449       22  
Acquisition-related items     920       (6,082 )     1,062  
Stock-based compensation expense     -       -       6,617  
Segment Adjusted EBITDA   $ 66,363     $ 102,087     $ (3,670 )

 

Three months ended, September 30, 2024     FirstService       FirstService          
      Residential       Brands       Corporate (1)  
                         
Segment operating earnings (loss)   $ 49,059     $ 87,064     $ (10,221 )
Depreciation and amortization     8,871       32,516       22  
Acquisition-related items     660       (13,814 )     118  
Stock-based compensation expense     -       -       5,699  
Segment Adjusted EBITDA   $ 58,590     $ 105,766     $ (4,382 )

 

Nine months ended, September 30, 2025     FirstService       FirstService          
      Residential       Brands       Corporate (1)  
                         
Segment operating earnings (loss)   $ 134,152     $ 154,728     $ (36,716 )
Depreciation and amortization     34,589       101,786       68  
Acquisition-related items     4,748       8,555       2,492  
Stock-based compensation expense     -       -       20,772  
Segment Adjusted EBITDA   $ 173,489     $ 265,069     $ (13,384 )

 

Nine months ended, September 30, 2024     FirstService       FirstService          
      Residential       Brands       Corporate (1)  
                         
Segment operating earnings (loss)   $ 124,824     $ 160,171     $ (37,098 )
Depreciation and amortization     27,067       90,306       68  
Acquisition-related items     1,385       (11,685 )     1,170  
Stock-based compensation expense     -       -       19,626  
Segment Adjusted EBITDA   $ 153,276     $ 238,792     $ (16,234 )
                         

 

Segment Adjusted EBITDA margin is defined as segment Adjusted EBITDA divided by segment revenues.

 

(1) Corporate is not an operating segment, but rather represent corporate overhead expenses not directly attributable to reportable segments and are therefore unallocated within segment operating earnings (loss) and segment adjusted EBITDA.

 

 

Page 6 of 10

 

Adjusted EPS 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. The Company believes 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 EPS 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. The Company’s 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 EPS appears below.

 

    Three months ended   Nine months ended
(in thousands of US$)   September 30   September 30
      2025       2024       2025       2024  
                                 
Net earnings   $ 70,887     $ 77,761     $ 140,398     $ 137,595  
Non-controlling interest share of earnings     (6,709 )     (7,756 )     (11,430 )     (11,985 )
Acquisition-related items     (4,100 )     (13,036 )     15,795       (9,130 )
Amortization of intangible assets     18,828       17,825       57,051       50,065  
Stock-based compensation expense     6,617       5,699       20,772       19,626  
Income tax on adjustments     (4,514 )     (6,821 )     (20,656 )     (20,210 )
Non-controlling interest on adjustments     (197 )     97       (1,186 )     (487 )
Adjusted net earnings   $ 80,812     $ 73,769     $ 200,744     $ 165,474  

 

    Three months ended       Nine months ended  
(in US$)     September 30     September 30  
      2025       2024       2025       2024  
                                 
Diluted net earnings per share   $ 1.24     $ 1.34     $ 2.32     $ 2.26  
Non-controlling interest redemption increment     0.15       0.21       0.50       0.52  
Acquisition-related items     (0.05 )     (0.28 )     0.29       (0.20 )
Amortization of intangible assets, net of tax     0.29       0.27       0.86       0.77  
Stock-based compensation expense, net of tax     0.13       0.09       0.42       0.31  
Adjusted earnings per share   $ 1.76     $ 1.63     $ 4.39     $ 3.66  

 

Organic growth is defined as revenue growth adjusted to exclude the revenue attributable to acquired businesses for a period of twelve months following their acquisition.

 

We believe that the presentation of adjusted EBITDA, segment adjusted EBITDA, adjusted EPS, and organic growth, 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 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, segment adjusted EBITDA, adjusted EPS, and organic growth 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.

 

 

Page 7 of 10

 

Liquidity and capital resources

 

Net cash provided by operating activities for the nine month period ended September 30, 2025 was $330.4 million, up from $199.0 million in the prior year period. The year-over-year increase in cash flow was driven by increased profitability in the FirstService Residential segment, as well as positive changes in non-cash working capital relative to the prior nine-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 nine months ended September 30, 2025, capital expenditures were $96.6 million, up from $80.9 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, 2025 are expected to be approximately $125 million.

 

In October 2025, we paid a quarterly dividend of $0.275 per share on the Common Shares in respect of the quarter ended September 30, 2025.

 

Net indebtedness as at September 30, 2025 was $985.3 million, versus $1.07 billion at December 31, 2024. 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 September 30, 2025 and, based on our outlook for the balance of the year, we expect to remain in compliance with these covenants. We had $694.4 million of available undrawn credit as of September 30, 2025.

 

In relation to acquisitions completed during the past two years, we have outstanding contingent consideration totalling $72.5 million as at September 30, 2025 ($67.2 million as at December 31, 2024) assuming all contingencies are satisfied and payment is due in full. Such payments, if any, are due during the period extending to January 2028. 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 September 30, 2025:

 

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   $ 1,168,059     $ -     $ -     $ 1,033,059     $ 135,000  
Interest on long-term debt     210,240       64,079       94,179       45,139       6,843  
Capital lease obligations     37,163       13,788       16,578       6,662       135  
Contingent acquisition consideration     72,531       57,747       14,784       -       -  
Operating leases     381,284       19,447       138,855       99,671       123,311  
                                         
Total contractual obligations   $ 1,869,277     $ 155,061     $ 264,396     $ 1,184,531     $ 265,289  

 

At September 30, 2025, we had commercial commitments totaling $37.6 million comprised of letters of credit outstanding due to expire within one year.

 

 

Page 8 of 10

 

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.

 

      September 30       December 31  
(in thousands of US$)     2025       2024  
                 
FirstService Residential   $ 65,328     $ 75,039  
FirstService Brands     337,613       327,083  
    $ 402,941     $ 402,122  

 

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 September 30, 2025, the RNCI recorded on the balance sheet was $472.2 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 nine months ended September 30, 2025 would be $0.48, and a decrease of $0.02 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, 2024.

 

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 two interest swaps in place to exchange the floating interest rate on $200.0 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 nine months ended September 30, 2025 was $7.7 million (2024 - $5.0 million).

 

As at September 30, 2025, the Company had $4.1 million of loans receivable from minority shareholders (December 31, 2024 - $5.4 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.

 

 

Page 9 of 10

 

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 45,712,236 Common Shares. In addition, as at the date hereof, 2,546,440 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 nine month periods ended September 30, 2025 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.

 

 

Page 10 of 10

 

· 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.
· US trade policies and practices, including the implementation of tariffs on US imports, may result in slightly reduced margins or increased prices that could cause decreased consumer demand in certain of our businesses.
· US changes to immigration policies and practices could have an impact on our ability to attract and retain labour in certain of our businesses.

 

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, 2024, 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.