Colliers International Group Inc. 10-K/A

10-K/A 1 a2128399z10-ka.htm FORM 10-K/A QuickLinks -- Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended March 31, 2003 Commission file number 0-24762 FIRSTSERVICE CORPORATION (Exact name of Registrant as specified in its charter) Ontario, Canada Not Applicable (State or other jurisdiction of incorporation or organization) (I.R.S. employer identification no.) FirstService Building 1140 Bay Street, Suite 4000 Toronto, Ontario, Canada (Address of Principal Executive Offices) M5S 2B4 (Postal Code) Registrant's telephone number, including area code: 416-960-9500 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Subordinate Voting Shares Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes ý No o The aggregate market value of Subordinate Voting Shares held by non-affiliates of the Registrant as at May 9, 2003 was $173,897,000 U.S. The number of the Registrant's Subordinate Voting Shares outstanding as at May 9, 2003 was 13,501,343 and the closing market price of such shares on that date was $12.88 U.S. The number of Multiple Voting Shares outstanding on May 9, 2003 was 662,847. Explanatory note This Amendment No. 1 to our Annual Report on Form 10-K for the year ended March 31, 2003, initially filed with the Securities and Exchange Commission ("SEC") on May, 23, 2003 (the "Originally Filed 10-K"), is being filed to reflect restatements of the consolidated financial statements for the years ended March 31, 2003, 2002 and 2001. The restatements are the result of a detailed review of the accounting for certain intangible assets, including purchase accounting and accounting upon the adoption of FASB Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets . The restatements affect the following accounts: goodwill, intangible assets, deferred income tax liabilities, minority interest, amortization expense and income tax expense. For a complete description of the restatements, please see note 3 to the consolidated financial statements included in Item 8. This Amendment No. 1 amends and restates Items 6, 7, 8, 14 (now Item 9A) and 15 of the Originally Filed 10-K, and no other information in the Originally Filed 10-K is amended hereby. The explanatory caption at the beginning of each Item of this Amendment No. 1 sets forth the nature of the revisions to that Item. We did not amend our Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q for periods affected by the restatements that ended prior to March 31, 2003, and the consolidated financial statements, auditors' reports and related financial information for the affected periods should no longer be relied upon. For a discussion of events and developments subsequent to March 31, 2003, see: • Our amended Quarterly Reports on Form 10-Q/A for the periods ended June 30, 2003 and September 30, 2003, which contain unaudited restated consolidated financial statements for the three months ended June 30, 2003 and 2002 and three and six months ended September 30, 2003 and 2002. These amended quarterly reports were filed concurrently with this Amendment No. 1. • Our other filings made subsequent to March 31, 2003 available at the SEC's website www.sec.gov. 2 FIRSTSERVICE CORPORATION Annual Report on Form 10-K/A March 31, 2003 INDEX Page PART II ITEM 6. SELECTED FINANCIAL DATA 4 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 5 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 12 ITEM 9A. CONTROLS AND PROCEDURES 38 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K 39 SIGNATURES 40 Unless otherwise indicated, all dollar amounts in this Form 10-K/A are expressed in U. S. Dollars. 3 ITEM 6. SELECTED FINANCIAL DATA The selected financial data for the years ended March 31, 2003, 2002 and 2001 set forth in this Item 6 has been revised to reflect the restatements. (in thousands of U.S. Dollars, except per share amounts) (unaudited) Year ended March 31 2003 2002(1) 2001 2000(2) 1999(2) (restated) (restated) (restated) OPERATIONS Revenues $ 542,692 $ 512,689 $ 424,174 $ 340,035 $ 263,361 Operating earnings 38,884 44,243 35,527 27,870 20,622 Net earnings 18,440 17,029 12,631 9,868 7,222 FINANCIAL POSITION Total assets $ 389,031 $ 365,929 $ 305,137 $ 230,887 $ 184,306 Long-term debt(3) 155,610 160,488 149,374 102,177 84,516 Shareholders' equity 123,406 99,221 79,220 68,338 59,020 Book value per share 8.71 7.20 6.02 5.26 4.57 OTHER DATA EBITDA(4) $ 53,323 $ 57,122 $ 47,855 $ 37,977 $ 28,767 SHARE DATA Net earnings per share Basic $ 1.32 $ 1.26 $ 0.97 $ 0.76 $ 0.57 Diluted 1.27 1.17 0.91 0.72 0.54 Weighted average shares (thousands) Basic 13,921 13,565 13,074 12,948 12,564 Diluted 14,498 14,600 13,841 13,708 13,475 Cash dividends per share — — — — — Notes (1) Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets ("SFAS 142") was adopted effective April 1, 2001, which resulted in a material decrease in amortization expense and a material increase in net earnings. Fiscal 2001 net earnings, adjusted for SFAS 142, were $15,484 and net earnings per share were $1.19 (basic) and $1.11 (diluted). (2) The selected financial data for Fiscal 2000 and Fiscal 1999 has not been restated because the changes are insignificant. The cumulative impact on net earnings of the restatements up to March 31, 2000 was $160. (3) Excluding current portion of long-term debt and effect of interest rate swaps. (4) EBITDA is defined as net earnings before extraordinary items, minority interest share of earnings, income taxes, interest, depreciation and amortization. EBITDA excludes income taxes and interest, both of which are charges that require cash settlement. EBITDA is not a recognized measure for financial statement presentation under United States generally accepted accounting principles ("U.S. GAAP"). The most directly comparable U.S. GAAP measure is operating earnings. Operating earnings takes into account depreciation and amortization expenses, while EBITDA does not. Management utilizes EBITDA as a measure to assess the performance of its operations, to evaluate acquisition candidates and establish pricing, for performance-based compensation purposes, and within its debt covenants with its lenders. The Company believes EBITDA is a reasonable measure of operating performance because of the low capital intensity of its service operations. The Company believes EBITDA is a financial metric used by many investors to compare companies, especially in the services industry, on the basis of operating results and the ability to incur and service debt. The table below reconciles EBITDA to operating earnings. Year ended March 31 2003 2002 2001 2000 1999 EBITDA $ 53,323 $ 57,122 $ 47,855 $ 37,977 $ 28,767 Less: depreciation and amortization (14,439 ) (12,879 ) (12,328 ) (10,107 ) (8,145 ) Equals: operating earnings 38,884 44,243 35,527 27,870 20,622 4 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS This Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") set forth in this Item 7 has been revised to reflect the restatements and to update certain forward-looking statements to reflect current expectations, as well as to incorporate certain conforming changes. Apart from the revisions outlined above, this MD&A does not reflect events and developments subsequent to March 31, 2003. Results of operations — year ended March 31, 2003 Consolidated revenues for Fiscal 2003 were $542.7 million, a 6% increase from the $512.7 million reported for the year ended March 31, 2002 ("Fiscal 2002"). Approximately $12.8 million of the increase resulted from tuck-under acquisitions completed during the year, resulting in internal growth of 3%. During Fiscal 2003, the value of the Canadian dollar appreciated 1.0% relative to the value of the U.S. dollar, based on the average annual exchange rate versus the prior year. The impact of the foreign exchange rate movement on earnings was not material. Operating earnings decreased 12% from $44.2 million to $38.9 million in Fiscal 2003. EBITDA(1) decreased 7%, to $53.3 million from $57.1 million in the prior year, while the EBITDA margin declined 130 basis points to 9.8% of revenues. Included in 2003 results were executive life insurance proceeds of $4.2 million and a dilution gain upon the sale of shares of a Consumer Services subsidiary in the amount of $1.1 million. The decline in margins was the result of weakness in the Residential Property Management and Business Services segments. Consumer Services experienced increased profitability, while Integrated Security Services' margin was stable year-over-year. (1) Please refer to Item 6, Selected Financial Data, for a definition of EBITDA and a reconciliation of EBITDA and operating earnings. EBITDA margin refers to EBITDA as a percentage of revenues. Depreciation for the year ended March 31, 2003 was $12.4 million, up 9% from the previous year, due to a higher level of capital expenditures in Fiscal 2002, as compared to Fiscal 2001 and 2001. Amortization of intangibles was $2.1 million, compared to $1.5 million in the previous year. The increase in amortization was the result of the recognition and amortization of intangible assets on acquisitions completed subsequent to the adoption of Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets ("SFAS 142") on April 1, 2001. Interest expense decreased 30% relative to the prior year, to $9.0 million, due to the combined effects of lower interest rates, lower levels of indebtedness and the $1.4 million write-off of deferred financing fees in the prior year. Weighted average interest rates were approximately 5.5% in Fiscal 2003 compared to 7.1% in Fiscal 2002, excluding the write-off of deferred financing fees. The reduction in rates resulted from lower floating reference rates and from two interest rate swaps which convert the fixed rate on the 8.06% Senior Secured Notes (the "Notes") into variable interest streams. In October 2002, we entered into an interest rate swap agreement in which the interest stream on $25 million of the fixed-rate Notes was exchanged for the variable interest rate of LIBOR + 4.450%. This was in addition to the December 2001 interest rate swap in which the interest stream on $75 million of the fixed-rate Notes was exchanged for the variable interest rate of LIBOR + 2.505%. The swaps resulted in interest savings of $3.5 million for the current year and $0.6 million in the prior year. Both swaps have maturities matched to the underlying Notes due June 29, 2011. The swaps are being accounted for as hedges in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities . The swaps are carried at fair value on the balance sheet, with gains or losses recognized in earnings. The carrying value of the hedged debt is adjusted for changes in fair value attributable to the hedged interest rate risk; the associated gain or loss is recognized currently in earnings. The income tax provision for the year ended March 31, 2003 was approximately 28% of earnings before taxes, compared with 33% in the prior year. The decline in tax rate resulted from two major factors: (i) continuing leverage from the cross-border tax structure implemented in Fiscal 2000 and (ii) $4.2 million of non-taxable life insurance proceeds received during the year. The Company anticipates that the Fiscal 2004 tax rate will be approximately 30.5%, resulting from expected efficiencies from the cross-border tax structure. 5 The minority interest share of earnings decreased to $3.2 million or 14.6% of earnings before minority interest from $3.8 million, or 18.2%, in the prior year. The reduction was the result of minority share purchases completed during the year. Net earnings were $18.4 million, an 8% increase over the prior year, while diluted earnings per share increased 9% to $1.27. The extraordinary loss of $797,000, net of income tax benefit of $578,000, reported in the prior year has been restated as increased interest expense of $1,375,000 and a reduction of income tax expense of $578,000 as a result of the adoption of SFAS No. 145, Rescission of SFAS Nos. 4, 44 and 64, Amendment of SFAS No. 13 and Technical Corrections as of April 2002 during Fiscal 2003. The Residential Property Management unit generated $215.0 million of revenues for the year, an increase of 5% over the prior year. Excluding the impact of acquisitions, segment internal revenue growth was 4%. Residential Property Management reported EBITDA of $14.6 million, down $4.2 million or 22% relative to the prior year, primarily due to insurance cost increases and poor results in painting & restoration activities. Insurance costs were approximately $2.0 million higher than the prior year, and little of the cost increase was passed on to clients. The painting & restoration service line operating in South Florida, which accounted for $22.1 million or 10% of the segment's revenues experienced a loss for the year due to difficult market conditions and several poorly performing projects. Also included in the current year's results is $1.0 million of executive life insurance proceeds received upon the death of a senior management employee. The Integrated Security Services unit reported revenues of $107.5 million, representing growth of 13% over the prior year, all generated internally. Sales of systems and manpower contributed approximately equally to the growth. EBITDA for the segment was $7.3 million, while the margin remained constant at 6.8%. Several low-margin initial systems installations were completed during the second half of the year. We expect margins to be in the 7-8% range in Fiscal 2004, resulting from expected higher margins on systems installations. Consumer Services revenues were $93.4 million, up 11% relative to the prior year. Factoring in the two California Closets franchises acquired in October 2002, internal revenue growth was 8%. EBITDA in Consumer Services was $16.4 million, and the margin was 17.6%. The margin increased 110 basis points relative to the prior year as a result of strong performance in the College Pro, California Closets and lawn care businesses as well as the $1.1 million dilution gain experienced on the sale of 7.5% of the shares of Paul Davis Restoration, Inc. to two of its managers, which was offset by $0.5 million of compensation expense related to the sale. Revenues for Business Services were $126.4 million, down 1% or $1.1 million relative to the prior year. Internal revenues declined 7% after considering the impact of acquisitions. A major fulfillment client departed at the end of the third quarter, impacting annual revenues negatively by approximately $1.5 million. Client volumes in the customer support and fulfillment areas were soft throughout the year, impacting revenues negatively and accounting for the remainder of the year-over-year decline. Business Services EBITDA was $19.8 million or 15.6% of revenues, down from $22.4 million or 17.6% of revenues in the prior year. Several factors contributed to this result. The decline in volumes impacted margins because of lower contribution to cover fixed overhead costs, primarily rent. During the fourth quarter, we received proceeds of $3.2 million on a executive life insurance policy on the retired CEO and former controlling shareholder of Herbert A. Watts Ltd. ("Watts"), Rip Gauthier, who passed away after a lengthy illness. Also during the fourth quarter, we incurred costs to reorganize and streamline the operations of Business Services under group president Scott Patterson in the amount of $1.9 million. Fiscal 2004 Business Services revenues are expected to be stable, with the exception of the full-year impact of the departure of the large fulfillment client, which will impact segment revenues by approximately $5 million. Corporate expenses were $4.8 million, up from $4.5 million in fiscal 2002. We expended $0.5 million on the investigation of potential acquisitions that were not completed during the year. Executive bonuses declined $0.7 million, to nil, for Fiscal 2003. Results of operations — year ended March 31, 2002 Consolidated revenues for Fiscal 2002 were $512.7 million, a 21% increase from the $424.2 million reported for the year ended March 31, 2001 ("Fiscal 2001"). Approximately $69.0 million of the increase resulted from the acquisitions of Watts in March 2001, VASEC Virginia Security and Automation, Inc. ("VASEC") in July 2001, several smaller tuck-under companies and the full-year impact of other acquisitions completed in Fiscal 2001. 6 During Fiscal 2002, the value of the Canadian dollar deteriorated 3.9% relative to the value of the U.S. dollar, based on the average annual exchange rate versus the prior year. During Fiscal 2002, 33% of the Company's revenues were Canadian dollar denominated. Had the exchange rate been held constant year-over-year, the Company's revenues would have been approximately $6.9 million higher, EBITDA would have been $0.6 million higher and diluted earnings per share would have been $0.02 higher. Operating earnings increased 25% to $44.2 million from $35.5 million. EBITDA increased 19%, to $57.1 million from $47.9 million in the prior year, while EBITDA margins declined 15 basis points to 11.1% of revenue. The decline in margin is the result of lower sales of higher-margin residential property painting and restoration services, as well as reduced levels of activity in the Business Services fulfillment operations, which typically carry 15% EBITDA margins. Depreciation for the year ended March 31, 2002 was $11.4 million, up 48% from the previous year, mainly due to the acquisition of Watts. Effective April 1, 2001, the Company adopted SFAS 142, therefore, no goodwill amortization was recorded during the fiscal year. Amortization of intangibles was $1.5 million, compared to $1.6 million in the previous year. Interest expense increased 33% over the prior year's level to $13.0 million, primarily as a result of a $1.4 million write off of deferred financing fees, increased borrowings related to the acquisition of Watts completed in March 2001 and contingent acquisition payments made during the year. The Company's average indebtedness during the year increased $41 million or 34% relative to the prior year. Weighted average interest rates were approximately 7.1% in Fiscal 2002 compared to 8.1% in Fiscal 2001, due to the combined effects of lower floating interest rates, the issuance of the fixed-rate debt and the interest rate swap discussed below. In Fiscal 2001, the Company was subject to floating interest rates on the majority of its debt. On June 29, 2001 the Company issued $100 million of 8.06% fixed-rate Notes and amended and restated its credit agreement for a new $140 million committed senior revolving credit facility (the "Credit Facility") bearing interest at 1.50% to 3.00% above floating reference rates, depending on certain leverage ratios. At the time of the issuance of the Notes and the completion of the Credit Facility on June 29, 2001, the Company wrote off the financing fees related to its previous debt arrangements. This resulted in a loss, recorded within interest expense, of $1.4 million. In December 2001, the Company entered into an interest rate swap agreement in which the interest stream on $75 million of the fixed-rate 8.06% Notes was exchanged for the variable interest rate of LIBOR + 2.505%. The swap has a maturity matched to the underlying Notes due June 29, 2011. During the four months the swap was in effect, interest savings of $0.6 million resulted. The income tax provision for the year ended March 31, 2002 was approximately 33% of earnings before taxes, compared with 39% in the prior year. The decline in tax rate resulted from two major factors: (i) the increase in pre-tax earnings resulting from the non-amortization of goodwill due to the adoption of SFAS 142, which reduced the effective tax rate and (ii) continuing leverage from the cross-border tax structure implemented in Fiscal 2000. The minority interest share of earnings increased to $3.8 million or 18.2% of earnings before minority interest from $3.0 million, or 19.1%, in the prior year. The $0.8 million increase reflects the increase in earnings year-over-year, including the effects of the non-amortization of goodwill as per SFAS 142, which impacted certain non-wholly owned subsidiaries with goodwill on their balance sheets. The decline in minority interest as a percentage of earnings before minority interest resulted from the acquisition of minority interests during the year, including California Closet Company, Inc. and The Continental Group, Ltd. Net earnings were $17.0 million, an 11% increase over the prior year (adjusted for SFAS 142), while diluted earnings per share increased 6% to $1.17 (also adjusted for SFAS 142). The increase in diluted earnings per share reflects a 3.8% increase in the weighted average share count as a result of shares issued upon the exercise of stock options and an increase in dilution caused by the 77% increase in the average market price of the Company's shares relative to the prior year. Residential Property Management generated $205.4 million of revenues for the year, up 13% over the prior year due to internal growth and two small tuck-under acquisitions. Residential Property Management EBITDA was $18.8 million, up 4% over the prior year. The EBITDA margin was 9.2% compared to 9.9% in the prior year. The decline in margin is attributable to the slowdown in painting and restoration operations experienced in the second, third and fourth quarters. 7 Integrated Security Services reported revenues of $95.5 million, representing growth of 18% over the prior year primarily due to the acquisition of VASEC in July 2001, as well as the full-year impact of the Security Services and Technologies ("SST") acquisition completed in July 2000, combined with internal growth of 11%. EBITDA was $6.5 million, up 9% over the prior year and EBITDA margins were 6.8% compared with 7.4% in Fiscal 2001. The margin decline is primarily due to mix change resulting from stronger relative revenue growth in the low margin security guard operations, particularly since September 11, 2001. Consumer Services revenues advanced to $84.0 million, up 7% over the prior year due to the July 2001 acquisition of CC Seattle LLC, the Washington State franchise of the Company's California Closets franchise system. EBITDA was $13.8 million, up 10% over the prior year. EBITDA margins rose from 15.9% in the prior year to 16.5% in Fiscal 2002 principally as a result of overhead leveraging. Revenues for Business Services were $127.5 million, an increase of 55% or $45 million over Fiscal 2001. Approximately all of the revenue increase is attributable to the March 2001 acquisition of Watts and the February 2002 acquisition of Right Choice. Internal growth was 2% after adjusting for the impact of foreign exchange. Business Services EBITDA grew 41% to $22.4 million, while margins fell to 17.6% from 19.3%. The margin decline was primarily due to the inclusion of Watts, which carries margins of 13-14% due to its lower-margin direct mail and customer contact operations. Margins at the DDS fulfillment operations were also down year-over-year due to the slowdown in clients' promotional activities experienced in the second, third and fourth quarters. Corporate expenses decreased to $4.5 million in Fiscal 2002 from $4.6 million last year, primarily as a result of lower bonuses at the executive level. Restatements On January 27, 2004, we announced that as a result of a detailed review of the accounting for certain intangible assets, including purchase accounting at the times of acquisition and accounting upon the adoption of Statement of Financial Accounting Standards ("SFAS") No. 142, Goodwill and Other Intangible Assets , at April 1, 2001, certain restatements would be made. In particular, we recorded deferred income taxes with respect to franchise intangible assets acquired upon the October 1998 acquisition of California Closet Company, Inc. ("CCC") and the October 1997 acquisition of Paul Davis Restoration, Inc. ("PDR"). In addition, we reevaluated the estimated useful lives of the franchise intangible assets associated with CCC and PDR. It was determined that the amortization of franchise rights should follow the pattern of use, specifically the attrition rate of the franchisees that were present at the dates of acquisition. The amortization of trademarks and trade names was determined to be 35 and 25 years for CCC and PDR, respectively. Previously, all of these assets were treated as indefinite life intangible assets. On an annual basis, the impact upon net earnings for the years ended March 31, 2003 and 2002 is $0.4 million comprised of additional amortization expense of $0.8 million less income tax and minority interest effects of $0.4 million. The annual impact on diluted earnings per share for each of these years is $0.03. The cumulative impact of the restatements upon retained earnings as at March 31, 2003 was $1.0 million. Quarterly results — years ended March 31, 2003 and 2002 (in thousands of U.S. Dollars, except per share amounts) Q1 Q2 Q3 Q4 Year (restated) (restated) (restated) (restated) (restated) FISCAL 2003 Revenues $ 146,036 $ 145,209 $ 126,684 $ 124,763 $ 542,692 Operating earnings 15,103 17,669 4,582 1,530 38,884 Net earnings 7,308 8,795 1,335 1,002 18,440 Net earnings per share: Basic $ 0.53 $ 0.63 $ 0.10 $ 0.07 $ 1.32 Diluted 0.50 0.60 0.09 0.07 1.27 FISCAL 2002 Revenues $ 136,575 $ 140,468 $ 117,809 $ 117,837 $ 512,689 Operating earnings 15,604 18,912 5,975 3,752 44,243 Net earnings 6,197 8,742 1,641 449 17,029 Net earnings per share: Basic $ 0.46 $ 0.65 $ 0.12 $ 0.03 $ 1.26 Diluted 0.43 0.60 0.11 0.03 1.17 OTHER DATA EBITDA—Fiscal 2003 $ 18,510 $ 21,163 $ 8,180 $ 5,470 $ 53,323 EBITDA—Fiscal 2002 18,760 22,012 9,215 7,135 57,122 Seasonality and quarterly fluctuations Certain segments of our operations, which in the aggregate comprise approximately 15% of revenues, are subject to seasonal variations. Specifically, the demand for lawn care services, exterior painting services and swimming pool maintenance in the northern United States and Canada is highest during late spring, summer and early fall and very low during winter. As a result, these operations generate a large percentage of their annual revenues between April and September. We have historically generated lower earnings or net losses during our third and fourth fiscal quarters, from October to March. Residential Property Management, Integrated Security Services, Business Services and most of the franchised Consumer Services generate revenues approximately evenly throughout the fiscal year. 8 The seasonality of the lawn care, painting and swimming pool maintenance operations results in variations in quarterly EBITDA margins. Variations in quarterly EBITDA margins can also be caused by acquisitions that alter the consolidated service mix. Our non-seasonal businesses typically generate a consistent EBITDA margin over all four quarters, while our seasonal businesses experience high EBITDA margins in the first two quarters, offset by negative EBITDA in the last two quarters. As non-seasonal revenues increase as a percentage of total revenues, we expect our quarterly EBITDA margin fluctuations to be reduced. Liquidity and capital resources Cash flow from operations and bank borrowings have historically been the primary funding sources for working capital requirements, capital expenditures and acquisitions. Net cash provided by operating activities for Fiscal 2003 was $32.6 million, up 30% over the prior year, the result of improvements in working capital, lower interest and income tax expenses and the receipt of non-taxable executive life insurance proceeds. Management believes that funds from these sources will remain available and are adequate to support ongoing operational requirements and near-term acquisition growth. The Company has an amended and restated credit agreement that provides $140 million of committed revolving credit facility (the "Credit Facility") that is renewable and extendible in 364-day increments, and if not renewed, a two-year final maturity. The Credit Facility was most recently renewed and extended on May 7, 2003. The Credit Facility bears interest at 1.50% to 3.00% over floating reference rates, depending on certain leverage ratios. The Company has outstanding $100 million of ten-year 8.06% Senior Secured Notes. The Notes have a final maturity date of June 29, 2011, with equal annual principal repayments beginning at the end of the fourth year, resulting in a seven-year average life. Covenants and other limitations within the amended credit agreement and the Notes are similar. As at March 31, 2003, the Company had drawn $52.0 million on the Credit Facility and was in compliance with all covenants. During Fiscal 2003, capital expenditures totaled $10.7 million comprising approximately $2.6 million in expenditures on production equipment, $3.0 million on vehicles, $4.2 million on computer equipment and software and $0.9 million for leasehold improvements. Looking forward to Fiscal 2004, capital expenditures are expected to be in the $11.0 to $12.0 million range. Several office relocations and expansions are planned in Residential Property Management including offices in Fairfax, Virginia; Manhattan, New York; and Dade County, Florida. Acquisition expenditures during the year totaled $16.3 million, comprised of $6.6 million for initial acquisition payments, $3.3 million of contingent consideration payments, and $6.4 million related to the acquisition of minority interests of subsidiaries. All of the acquisition consideration was in the form of cash. When making acquisitions, we generally purchase executive life insurance policies on the principal managers of the acquired businesses. We believe this practice mitigates risk on acquisitions. At March 31, 2003, the Company had 20 such life insurance policies in force. In relation to acquisitions completed during the past three years, we have contingent consideration outstanding totaling $12.7 million. The amount of the contingent consideration is not recorded as a liability unless the outcome of the contingency is determined to be beyond a reasonable doubt. The contingent consideration is based on achieving specified earnings levels, and is issued or issuable at the end of the contingency period. When the contingencies are resolved and additional consideration is distributable, we will record the fair value of the additional consideration as additional costs of the acquired businesses. At March 31, 2002, there was contingent consideration outstanding of $21.3 million. In those operations where operating managements are also minority owners, the Company is party to shareholders' agreements. These agreements allow us to "call" the minority position for a predetermined formula price, which is usually equal to the multiple of earnings paid by the Company for the original acquisition. Minority owners may also "put" their interest to the Company at the same price, with certain limitations. The total value of the minority shareholders' interests, as calculated in accordance with shareholders' agreements, was approximately $26.0 million at March 31, 2003. While it is not our intention to acquire outstanding minority interests, this step would materially increase net earnings. On an annual basis, the impact of the acquisition of all minority interests would increase interest expense by $1.0 million, reduce income taxes by $0.3 million and reduce minority interest share of earnings by $3.2 million, resulting in an approximate net increase to net earnings of $2.5 million. 9 The following table summarizes our contractual obligations as at March 31, 2003: Contractual obligations (In thousands of U.S. Dollars) Payments due by period Total Less than 1 year 1-3 years 4-5 years After 5 years Long-term debt $ 155,144 $ 1,567 $ 29,791 $ 66,662 $ 57,124 Capital lease obligations 3,478 1,463 1,744 271 — Operating leases 71,064 16,585 25,772 16,411 12,296 Unconditional purchase obligations — — — — — Other long-term obligations — — — — — Total contractual obligations $ 229,686 $ 19,615 $ 57,307 $ 83,344 $ 69,420 At March 31, 2003, we had commercial commitments totaling $4.4 million comprised of letters of credit outstanding due to expire within one year. During Fiscal 2003, we reviewed and amended our insurance coverages in response to dramatic increases in premiums, which resulted from market-wide increases in the cost of insurance. To manage costs, we have taken on additional risk in the form of higher deductibles on many of our coverages. We believe that this step will reduce overall costs in the long term, but may cause fluctuations in earnings in the short term in the event of changes in the number of incidents (frequency) or changes in the cost per incident (severity) relative to our historical experience. Discussion of critical accounting policies Critical accounting policies are those that management deems to be most important to the portrayal of our financial condition and results, and that require management's most difficult, subjective or complex judgments, due to the need to make estimates about the effects of matters that are inherently uncertain. We have identified four critical accounting policies: goodwill impairment testing, acquisition purchase price allocations, amortization of intangible assets, and accounting for income taxes. The annual goodwill impairment testing required under SFAS 142 requires judgment on the part of management. Goodwill impairment testing involves making estimates concerning the fair value of reporting units and then comparing the fair value to the carrying amount of each unit. Estimates of fair value can be impacted by sudden changes in the business environment or prolonged economic downturns, and therefore require significant management judgment in their determination. Acquisition purchase price allocations require use of estimates and judgment on the part of management, especially in the determination of intangible assets acquired relative to the amount that is classified as goodwill. For example, if different assumptions were used regarding the profitability and expected lives of acquired customer contracts and relationships, different amounts of intangible assets and related amortization could be reported. Amortization of intangible assets requires management to make estimates of useful lives and to select methods of amortization. Useful lives and methods of amortization are determined at the time assets are initially acquired, and then are reevaluated each reporting period. Significant judgment is required to determine whether events and circumstances warrant a revision to remaining periods of amortization. Changes to estimated useful lives and methods of amortization could result in increases or decreases in amortization expense. Income taxes are calculated based the expected treatment of transactions recorded in the consolidated financial statements. In determining current and deferred components of income taxes, we interpret tax legislation and make assumptions about the timing of the reversal of deferred tax assets and liabilities. If our interpretations differ from those of tax authorities or if the timing of reversals is not as anticipated, the provision for income taxes could increase or decrease in future periods. Impact of recently issued accounting standards In April 2002, the Company adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets . The adoption of this standard did not have a material impact on results of operations or financial condition. 10 In April 2002, FASB issued SFAS No. 145, Rescission of SFAS Nos. 4, 44 and 64, Amendment of SFAS No. 13 and Technical Corrections as of April 2002 . Among other changes, this new standard impacts the reporting of gains and losses from extinguishment of debt and accounting for leases, and is effective for the Company's fiscal year beginning April 1, 2003. The Company implemented this standard effective for the year ended March 31, 2003. The impact of the change was to eliminate the Company's 2002 extraordinary loss on the early retirement of debt of $797, net of income tax benefit of $578, and report instead increased interest expense of $1,375 and a reduction of income tax expense of $578. In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities ("SFAS 146"). This statement requires recording costs associated with such activities at their fair values when a liability has been incurred. Previously, certain exit costs were accrued upon management's commitment to an exit plan, which is generally before an actual liability has been incurred. SFAS 146 is effective for such activities initiated after December 31, 2002. The adoption of this standard had no impact on the results of operations. In November 2002, FASB Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (an interpretation of SFAS Nos. 5, 57 and 107 and rescission of FASB Interpretation No. 34) ("FIN 45") was issued. FIN 45 clarifies the requirements relating to a guarantor's accounting for, and disclosure of, the issuance of certain types of guarantees. FIN 45's provisions for initial recognition and measurement were effective for guarantees issued or modified by the Company after December 31, 2002, and disclosure requirements were effective for financial statements issued after December 15, 2002. The impact of the adoption of FIN 45 was not material. In December 2002, FASB issued SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure, an amendment of SFAS No. 123 ("SFAS 148"). SFAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation, as well as amended disclosure requirements in annual and interim financial statements. The standard is effective for the Company's annual financial statements for the year ended March 31, 2003. The adoption of this standard did not impact results of operations or financial condition as the Company elected to continue to account for its stock option plan in accordance with APB 25. In January 2003, FASB Interpretation No. 46, Consolidation of Variable Interest Entities (an interpretation of ARB No. 51) ("FIN 46") was issued. FIN 46 addresses consolidation by business enterprises of variable interest entities having certain characteristics and applies immediately to variable interest entities created after January 31, 2003. The adoption of FIN 46 had no impact on the Company's results of operations or financial condition. Forward-looking statements This annual report on Form 10-K/A contains or incorporates by reference certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend that such forward-looking statements be subject to the safe harbors created by such legislation. Such forward-looking statements involve risks and uncertainties and include, but are not limited to, statements regarding future events and the Company's plans, goals and objectives. Such statements are generally accompanied by words such as "intend", "anticipate", "believe", "estimate", "expect" or similar statements. Our actual results may differ materially from such statements. Factors that could result in such differences, among others, are: • Political conditions, including any outbreak or escalation of terrorism or hostilities and the impact thereof on our business. 11 • U. S. and Canadian economic conditions, especially as they relate to consumer spending and business spending on customer relations and promotion. • Extreme weather conditions impacting demand for our services or our ability to perform those services. • Competition in the markets served by the Company. • Labor shortages or increases in wage rates. • The effects of changes in interest rates on our cost of borrowing. • Unexpected increases in operating costs, such as insurance, workers' compensation, health care and fuel prices. • Changes in government policies at the federal, state/provincial or local level that may adversely impact our firearms registration processing, lawn care, or textbook fulfillment activities. • The effects of changes in the Canadian dollar foreign exchange rate in relation to the U.S. dollar on the Company's Canadian dollar denominated revenues and expenses. • Our ability to make acquisitions at reasonable prices and successfully integrate acquired operations. 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. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The restated consolidated financial statements, including the notes thereto, set forth in this Item 8 have been revised to reflect the restatements and, except for the revisions, do not reflect events and developments subsequent to March 31, 2003. Set forth below is the report of PricewaterhouseCoopers LLP dated May 9, 2003 and January 27, 2004, the consolidated balance sheets of FirstService Corporation as at March 31, 2003 and 2002, the consolidated statements of earnings, shareholders' equity and cash flows for each year in the three year period ended March 31, 2003 and the notes to the consolidated financial statements. 12 REPORT OF MANAGEMENT To the shareholders of FirstService Corporation: Management is responsible for the preparation of FirstService Corporation's consolidated financial statements. Management believes that the consolidated financial statements fairly reflect the form and substance of transactions and that the consolidated financial statements reasonably present the Company's financial condition and results of operations. The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, in all material respects. Management has included in the Company's consolidated financial statements amounts based on estimates and judgments that it believes are reasonable under the circumstances. PricewaterhouseCoopers LLP, the independent accountants of the Company, have audited the Company's consolidated financial statements in accordance with generally accepted auditing standards, and they provide an objective, independent review of the fairness of reported operating results and financial position. The Board of Directors of the Company has an Audit Committee that meets with financial management and the independent accountants to review accounting, auditing, internal accounting controls, and financial reporting matters. /s/ JAY S. HENNICK President and CEO /s/ JOHN B. FRIEDRICHSEN Senior Vice President and CFO REPORT OF INDEPENDENT ACCOUNTANTS To the shareholders of FirstService Corporation: We have audited the consolidated balance sheets of FirstService Corporation as at March 31, 2003 and 2002 and the consolidated statements of earnings, shareholders' equity and cash flows for each year in the three-year period ended March 31, 2003. These consolidated financial statements and the financial statement schedules listed in the index appearing under Item 15 are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and the financial statement schedules based on our audits. We conducted our audits in accordance with United States generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at March 31, 2003 and 2002 and the results of its operations and cash flows for each year in the three-year period ended March 31, 2003 in accordance with United States generally accepted accounting principles. In addition, in our opinion, the financial statement schedules referred to above present fairly, in all material respects, the information set forth herein when read in conjunction with the related consolidated financial statements. As described in note 3 to the consolidated financial statements, the accompanying consolidated financial statements as of March 31, 2003 and 2002 and for each year in the three-year period ended March 31, 2003 have been restated. We also reported separately on May 9, 2003 (January 27, 2004 as to the effects of the restatements described in note 3) to the shareholders of the Company on our audit, conducted in accordance with Canadian generally accepted auditing standards, where we expressed an opinion without reservation on the March 31, 2003 and 2002 consolidated financial statements, prepared in accordance with Canadian generally accepted accounting principles. /s/ PRICEWATERHOUSECOOPERS LLP Chartered Accountants Toronto, Canada May 9, 2003 (January 27, 2004 as to the effects of the restatements described in note 3) 13 FIRSTSERVICE CORPORATION CONSOLIDATED STATEMENTS OF EARNINGS (in thousands of U.S. Dollars, except per share amounts)—in accordance with United States generally accepted accounting principles For the years ended March 31 2003 2002 2001 (restated— see note 3) (restated— see notes 3 and 23) (restated— see note 3) Revenues $ 542,692 $ 512,689 $ 424,174 Cost of revenues 372,003 343,415 284,474 Selling, general and administrative expenses (note 6) 118,472 112,348 91,845 Other (income) expense (note 7) (1,106 ) (196 ) — Depreciation and amortization 14,439 12,879 12,328 Operating earnings 38,884 44,243 35,527 Interest 9,032 12,991 9,767 Earnings before income taxes and minority interest 29,852 31,252 25,760 Income taxes (note 15) 8,249 10,441 10,156 Earnings before minority interest 21,603 20,811 15,604 Minority interest share of earnings 3,163 3,782 2,973 Net earnings $ 18,440 $ 17,029 $ 12,631 Earnings per share (note 16) Net earnings: Basic $ 1.32 $ 1.26 $ 0.97 Diluted 1.27 1.17 0.91 The accompanying notes are an integral part of these consolidated financial statements. 14 FIRSTSERVICE CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands of U.S. Dollars)—in accordance with United States generally accepted accounting principles As at March 31 2003 2002 (restated— see note 3) (restated— see note 3) Assets Current assets Cash and cash equivalents $ 5,378 $ 7,332 Accounts receivable, net of an allowance of $5,343 (2002—$4,084) 85,484 88,290 Inventories (note 8) 15,095 10,518 Prepaids and other (note 8) 13,617 12,160 Deferred income taxes (note 15) 2,808 2,571 122,382 120,871 Other receivables (note 9) 5,839 4,908 Interest rate swap (note 18) 6,279 — Fixed assets (note 10) 46,600 45,367 Other assets (note 10) 2,777 5,411 Deferred income taxes (note 15) 103 972 Intangible assets (note 11) 31,427 28,132 Goodwill (note 12) 173,624 160,268 266,649 245,058 $ 389,031 $ 365,929 Liabilities Current liabilities Accounts payable $ 22,564 $ 20,587 Accrued liabilities (note 8) 34,270 38,269 Income taxes payable 1,209 2,259 Unearned revenue 8,369 9,654 Long-term debt—current (note 13) 3,030 7,193 Deferred income taxes (note 15) 1,066 583 70,508 78,545 Long-term debt less current portion (note 13) 161,889 158,418 Interest rate swap (note 18) — 2,070 Deferred income taxes (note 15) 19,404 16,353 Minority interest 13,824 11,322 195,117 188,163 Shareholders' equity Capital stock (note 14) 60,571 57,712 Issued and outstanding 13,501,343 (2002—13,112,418) Subordinate Voting Shares and 662,847 (2002—662,847) convertible Multiple Voting Shares Receivables pursuant to share purchase plan (note 14) (2,434 ) (2,630 ) Retained earnings 62,948 44,765 Cumulative other comprehensive earnings (loss) 2,321 (626 ) 123,406 99,221 $ 389,031 $ 365,929 Commitments and contingencies (note 19) On behalf of the Board, /s/ JAY S. HENNICK Director /s/ PETER F. COHEN Director The accompanying notes are an integral part of these consolidated financial statements. 15 FIRSTSERVICE CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (in thousands of U.S. Dollars)—in accordance with United States generally accepted accounting principles Issued and outstanding shares (note 14) Capital stock (note 14) Receivables pursuant to share purchase plan Retained earnings Cumulative other comprehensive earnings (loss) Total shareholders' equity Balance, March 31, 2000, as previously reported 12,989,530 $ 53,849 $ (3,294 ) $ 15,614 $ 2,169 $ 68,338 Restatement adjustment — — — (160 ) — (160 ) Balance, March 31, 2000, as restated (see note 3) 12,989,530 $ 53,849 $ (3,294 ) $ 15,454 $ 2,169 $ 68,178 Comprehensive earnings: Net earnings — — — 12,631 — 12,631 Foreign currency translation adjustments (note 17) — — — — (2,352 ) (2,352 ) Comprehensive earnings 10,279 Subordinate Voting Shares: Issued for purchase of minority interest 69,360 649 — — — 649 Stock options exercised 158,850 580 — — — 580 Purchased for cancellation (49,500 ) (215 ) — (349 ) — (564 ) Cash payments on share purchase plan — — 98 — — 98 Balance, March 31, 2001 (restated—see note 3) 13,168,240 54,863 (3,196 ) 27,736 (183 ) 79,220 Comprehensive earnings: Net earnings — — — 17,029 — 17,029 Foreign currency translation adjustments (note 17) — — — — (443 ) (443 ) Comprehensive earnings 16,586 Subordinate Voting Shares: Stock options exercised 607,025 2,849 — — — 2,849 Cash payments on share purchase plan — — 566 — — 566 Balance, March 31, 2002 (restated—see note 3) 13,775,265 57,712 (2,630 ) 44,765 (626 ) 99,221 Comprehensive earnings: Net earnings — — — 18,440 — 18,440 Foreign currency translation adjustments (note 17) — — — — 2,947 2,947 Comprehensive earnings 21,387 Subordinate Voting Shares: Stock options exercised 421,625 3,002 — — — 3,002 Purchased for cancellation (32,700 ) (143 ) — (257 ) — (400 ) Cash payments on share purchase plan — — 196 — — 196 Balance, March 31, 2003 (restated—see note 3) 14,164,190 $ 60,571 $ (2,434 ) $ 62,948 $ 2,321 $ 123,406 The accompanying notes are an integral part of these consolidated financial statements. 16 FIRSTSERVICE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands of U.S. Dollars)—in accordance with United States generally accepted accounting principles For the years ended March 31 2003 2002 2001 (restated— see note 3) (restated— see note 3) (restated— see note 3) Cash provided by (used in) Operating activities Net earnings $ 18,440 $ 17,029 $ 12,631 Items not affecting cash: Depreciation and amortization 14,439 12,879 12,328 Deferred income taxes 2,804 153 748 Minority interest share of earnings 3,163 3,782 2,973 Write-off of financing fees on early debt retirement — 1,375 — Other (287 ) 471 451 Changes in operating assets and liabilities: Accounts receivable 9,550 (6,746 ) (5,235 ) Inventories (4,239 ) (658 ) (450 ) Prepaids and other (918 ) (1,908 ) (1,270 ) Accounts payable (609 ) (2,047 ) 3,304 Accrued liabilities (6,738 ) 279 (4,103 ) Income taxes payable (914 ) 489 2,520 Unearned revenue (2,137 ) (133 ) (1,607 ) Net cash provided by operating activities 32,554 24,965 22,290 Investing activities Acquisitions of businesses, net of cash acquired (9,907 ) (15,363 ) (40,583 ) Purchases of minority shareholders' interests (6,352 ) (4,623 ) (4,070 ) Purchases of fixed assets (10,660 ) (15,611 ) (10,502 ) Purchases of intangible assets (743 ) (1,153 ) (221 ) Decrease in other assets 2,069 683 130 (Increase) decrease in other receivables (578 ) 80 (705 ) Net cash used in investing activities (26,171 ) (35,987 ) (55,951 ) Financing activities Increases in long-term debt 14,946 168,817 43,374 Repayments of long-term debt (28,683 ) (155,246 ) (7,006 ) Financing fees paid — (3,030 ) — Proceeds received on exercise of stock options 3,002 2,849 580 Repayment of receivables pursuant to share purchase plan 196 566 98 Repurchases of Subordinate Voting Shares (400 ) — (564 ) Dividends paid to minority shareholders of subsidiaries (191 ) (139 ) (475 ) Net cash (used in) provided by financing activities (11,130 ) 13,817 36,007 Effect of exchange rate changes on cash 2,793 (578 ) (528 ) (Decrease) increase in cash and cash equivalents during the year (1,954 ) 2,217 1,818 Cash and cash equivalents, beginning of year 7,332 5,115 3,297 Cash and cash equivalents, end of year $ 5,378 $ 7,332 $ 5,115 The accompanying notes are an integral part of these consolidated financial statements. 17 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (in thousands of U.S. Dollars, except per share amounts)—in accordance with United States generally accepted accounting principles 1. Description of the business FirstService Corporation (the "Company") is a provider of property and business services to commercial, residential and institutional customers in the United States and Canada. The Company's operations are conducted through four segments: Residential Property Management, Integrated Security Services, Consumer Services and Business Services. 2. Summary of significant accounting policies The preparation of the financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The most significant estimates are related to goodwill, intangible assets and the collectibility of accounts receivable. Actual results could be materially different from these estimates. Significant accounting policies are summarized as follows: Basis of consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. Intercompany transactions and accounts are eliminated on consolidation. Cash and cash equivalents Cash equivalents consist of highly liquid investments, which are readily convertible into cash and have original maturities of three months or less. Inventories Inventories are carried at the lower of cost and net realizable value. Cost is determined by the weighted average or first-in, first-out methods. The weighted average and the first-in, first-out methods represent approximately 45% and 55% of total inventories, respectively (2002—30% and 70%). Finished goods and work-in-progress include the cost of materials, direct labor and manufacturing overhead costs. Fixed assets Fixed assets are stated at cost less accumulated depreciation. The cost of additions and improvements are capitalized, while maintenance and repairs are expensed as incurred. Fixed assets are depreciated over their estimated useful lives as follows: Buildings 5% declining balance and 20 to 40 years straight-line Vehicles 3 to 10 years straight-line Furniture and equipment 20% to 30% declining balance and 3 to 10 years straight-line Computer equipment and software 20% declining balance and 3 to 5 years straight-line Enterprise system software 5 to 10 years straight-line Leasehold improvements term of the leases to a maximum of 10 years The Company reviews the carrying value of fixed assets for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. If the sum of the expected future cash flows is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of the impairment loss is based on the excess of the carrying amount of the asset over fair value calculated using discounted expected future cash flows. 18 Financial instruments The Company uses interest rate swaps to hedge its interest rate exposure. The swaps are carried at fair value on the balance sheet, with gains or losses recognized in earnings. The carrying value of the hedged debt is adjusted for changes in fair value attributable to the hedged interest rate risk; the associated gain or loss is recognized currently in earnings. Financing fees Financing fees related to the revolving credit facility are amortized to interest expense on a straight-line basis over the term of the associated debt. Financing fees related to the senior secured notes are amortized to interest expense using the effective interest method. Goodwill and intangible assets Goodwill and intangible assets are accounted for in accordance with Financial Accounting Standards Board ("FASB") Statement of Financial Accounting Standards ("SFAS") No. 141, Business Combinations , ("SFAS 141") and SFAS No. 142, Goodwill and Other Intangible Assets ("SFAS 142"). Goodwill represents the excess of purchase price over the fair value of identifiable assets acquired in a business combination and is not subject to amortization. Intangible assets are recorded at cost and are amortized over their estimated useful lives as follows: Management contracts and other straight-line over life of contract Customer lists and relationships straight line over 2 to 15 years Trademarks and trade names straight-line over 25 to 35 years Franchise rights by pattern of use The Company reviews the carrying value of intangible assets for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. If the sum of the expected future cash flows is less than the carrying amount of the asset, an impairment loss is recognized. Measurement of the impairment loss is based on the excess of the carrying amount of the asset over fair value calculated using discounted expected future cash flows. Goodwill is tested for impairment annually or more frequently if events or changes in circumstances indicate the asset might be impaired, in which case the carrying value of the asset is written down to fair value. Impairment of goodwill is tested at the reporting unit level by comparing the reporting unit's carrying amount, including goodwill, to the fair value of the reporting unit. The fair values of the reporting units are estimated using a discounted cash flows approach. If the carrying amount of the reporting unit exceeds its fair value, then a second step is performed to measure the amount of impairment loss, if any. Revenue recognition and unearned revenue (a) Company-owned services Revenues from Residential Property Management, Company-owned Consumer Services, Integrated Security Services and Business Services are recognized at the time the service is rendered or the product is shipped. Revenues from Integrated Security Services installation contracts and Residential Property Management painting and restoration contracts in process are recognized on the percentage of completion method, generally in the ratio of actual costs to total estimated contract costs, unless the Company cannot reasonably estimate its gross margins in which case the completed contract method is used. Amounts received from customers in advance of services being provided are recorded as unearned revenue when received. (b) Franchised services The Company's franchised Consumer Services are conducted principally through subsidiaries California Closet Company, Inc., Paul Davis Restoration, Inc., Certa ProPainters Ltd. and College Pro Painters Ltd. Royalties are charged as a percentage of revenues, as defined, where reported by the franchisees except for Certa ProPainters Ltd., where the franchisees are charged either a fixed monthly amount or a percentage of revenues. Revenues from administrative and other support services, as applicable, are recognized as the services are provided. 19 Advertising costs Advertising costs are expensed as incurred except for prepaid direct-response advertising, which is recorded as a current asset and is amortized over the period of expected sales revenue resulting from such advertising. Foreign currency translation Assets and liabilities of the Company's subsidiary operations that are measured in a functional currency other than the U.S. Dollar are translated into U.S. Dollars at the exchange rates prevailing at year-end and revenues and expenses at the weighted average exchange rates for the year. Realized exchange gains and losses are included in earnings. Currency translation adjustments are included in a separate component of shareholders' equity. Income taxes Income taxes have been provided using the asset and liability method whereby deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period in which the change occurs. A valuation allowance is recorded when there is uncertainty regarding realization of a deferred income tax asset. Income taxes are not provided on the unremitted earnings of U.S. subsidiaries because it has been the practice and is the intention of the Company to reinvest these earnings indefinitely in its U.S. subsidiaries. Stock-based compensation The Company applies Accounting Principles Board ("APB") Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25"), and related interpretations in accounting for its stock option plan. No compensation expense is recognized when shares or stock options are issued to employees or directors. Any consideration paid on the exercise of stock options is credited to share capital. However, the Company discloses pro forma earnings and earnings per share to reflect compensation costs in accordance with the methodology prescribed under SFAS No. 123, Accounting for Stock-Based Compensation ("SFAS 123"). 3. Restatements As a result of a detailed review of the accounting for certain intangible assets, including purchase accounting at the times of acquisition and accounting upon the adoption of SFAS 142 at April 1, 2001, the Company has made certain restatements. In particular, the Company recorded deferred income taxes with respect to franchise intangible assets acquired upon the October 1998 acquisition of California Closet Company, Inc. ("CCC") and the October 1997 acquisition of Paul Davis Restoration, Inc. ("PDR"). In addition, the Company reevaluated the estimated useful lives of the franchise intangible assets associated with CCC and PDR. It was determined that the amortization of franchise rights should follow the pattern of use, specifically the attrition rate of the franchisees that were present at the dates of acquisition. The amortization of trademarks and trade names was determined to be 35 and 25 years for CCC and PDR, respectively. Previously, all of these assets were treated as indefinite life intangible assets. 20 The following presents the impact on net earnings of the restatement adjustments for the years ended March 31, 2003, 2002, 2001 and prior years. 2003 2002 2001 Prior years Net earnings as previously reported $ 18,836 $ 17,414 $ 12,707 Adjustments: Amortization expense (822 ) (800 ) (399 ) (765 ) Income tax recovery 345 336 308 572 Minority interest 81 79 15 33 Restated net earnings $ 18,440 $ 17,029 $ 12,631 The consolidated balance sheets as at March 31, 2003 and 2002 were restated to reflect the recognition of deferred income taxes related to the CCC and PDR franchise intangible assets. This resulted in an increase to goodwill and an increase to deferred income taxes long-term liability. In addition, the balance sheets were restated to take into account the amortization expense, income tax recovery, minority interest, and effect on retained earnings resulting from the restatement adjustments to net earnings described in the chart above. A reconciliation of the consolidated balance sheets at March 31, 2003 and 2002 follows. As at March 31, 2003 As previously reported Restatement adjustment Restated Assets Current assets Cash and cash equivalents $ 5,378 $ — $ 5,378 Accounts receivable 85,484 — 85,484 Inventories 15,095 — 15,095 Prepaids and other 13,617 — 13,617 Deferred income taxes 2,808 — 2,808 122,382 — 122,382 Other receivables 5,839 — 5,839 Interest rate swap 6,279 — 6,279 Fixed assets 46,600 — 46,600 Other assets 2,777 — 2,777 Deferred income taxes 103 — 103 Intangible assets 33,539 (2,112 ) 31,427 Goodwill 164,610 9,014 173,624 259,747 6,902 266,649 $ 382,129 $ 6,902 $ 389,031 Liabilities Current liabilities Accounts payable $ 22,564 $ — $ 22,564 Accrued liabilities 34,270 — 34,270 Income taxes payable 1,209 — 1,209 Unearned revenue 8,369 — 8,369 Long-term debt—current 3,030 — 3,030 Deferred income taxes 1,066 — 1,066 70,508 — 70,508 Long-term debt less current portion 161,889 — 161,889 Interest rate swap — — — Deferred income taxes 11,277 8,127 19,404 Minority interest 14,032 (208 ) 13,824 187,198 7,919 195,117 Shareholders' equity Capital stock 60,571 — 60,571 Receivables pursuant to share purchase plan (2,434 ) — (2,434 ) Retained earnings 63,965 (1,017 ) 62,948 Cumulative other comprehensive earnings 2,321 — 2,321 124,423 (1,017 ) 123,406 $ 382,129 $ 6,902 $ 389,031 21 As at March 31, 2002 As previously reported Restatement adjustment Restated Assets Current assets Cash and cash equivalents $ 7,332 $ — $ 7,332 Accounts receivable 88,290 — 88,290 Inventories 10,518 — 10,518 Prepaids and other 12,160 — 12,160 Deferred income taxes 2,571 — 2,571 120,871 — 120,871 Other receivables 4,908 — 4,908 Interest rate swap — — — Fixed assets 45,367 — 45,367 Other assets 5,411 — 5,411 Deferred income taxes 972 — 972 Intangible assets 29,422 (1,290 ) 28,132 Goodwill 151,254 9,014 160,268 237,334 7,724 245,058 $ 358,205 $ 7,724 $ 365,929 Liabilities Current liabilities Accounts payable $ 20,587 $ — $ 20,587 Accrued liabilities 38,269 — 38,269 Income taxes payable 2,259 — 2,259 Unearned revenue 9,654 — 9,654 Long-term debt—current 7,193 — 7,193 Deferred income taxes 583 — 583 78,545 — 78,545 Long-term debt less current portion 158,418 — 158,418 Interest rate swap 2,070 — 2,070 Deferred income taxes 7,881 8,472 16,353 Minority interest 11,449 (127 ) 11,322 179,818 8,345 188,163 Shareholders' equity Capital stock 57,712 — 57,712 Receivables pursuant to share purchase plan (2,630 ) — (2,630 ) Retained earnings 45,386 (621 ) 44,765 Cumulative other comprehensive loss (626 ) — (626 ) 99,842 (621 ) 99,221 $ 358,205 $ 7,724 $ 365,929 22 4. Adoption of SFAS 142 SFAS 142 was adopted effective April 1, 2001. Had the provisions of SFAS 142 been applied for the year ended March 31, 2001, the Company's comparative earnings and earnings per share would be as follows: 2003 2002 2001 Reported net earnings $ 18,440 $ 17,029 $ 12,631 Goodwill amortization, net of income taxes — — 2,884 Minority interest — — (232 ) Adjusted net earnings $ 18,440 $ 17,029 $ 15,283 Net earnings per share: Basic Reported $ 1.32 $ 1.26 $ 0.97 Goodwill amortization, net of income taxes — — 0.22 Minority interest — — (0.02 ) Adjusted $ 1.32 $ 1.26 $ 1.17 Diluted Reported $ 1.27 $ 1.17 $ 0.91 Goodwill amortization, net of income taxes — — 0.21 Minority interest — — (0.02 ) Adjusted $ 1.27 $ 1.17 $ 1.10 5. Business acquisitions 2003 acquisitions: The Company completed seven small acquisitions during the year, three in Consumer Services and two in each of Residential Property Management and Business Services, which collectively are shown in the Acquisitions column below. The Company also acquired minority interests from several shareholders during the year comprised of shares of Herbert A. Watts Ltd. ("Watts"), The Wentworth Group, Inc., American Pool Enterprises, Inc., and BLW, Inc. d/b/a Security Services and Technologies ("SST"). 2002 acquisitions: In February 2002, an 87.5% owned subsidiary of the Company (DDS Distribution Services Ltd.) acquired 100% of the assets of the Fulfillment Division of Right Choice Services, Inc. ("Right Choice") of Mascoutah, Illinois. Right Choice is a rebate processing and fulfillment business. In July 2001, an 80% owned subsidiary of the Company (SST) acquired an 80% voting equity interest of VASEC Virginia Security and Automation, Inc. ("VASEC") of Springfield, Virginia. VASEC is a provider of integrated security services. In addition, the Company and its subsidiaries acquired three other businesses and acquired minority shareholdings in two subsidiaries. 23 Details of the 2003 acquisitions are as follows: 2003 Acquisitions Purchases of minority shareholders' interests Current assets $ 821 $ — Long-term assets 1,347 — Current liabilities (1,389 ) — Long-term liabilities (942 ) (840 ) Minority interest (229 ) 775 (392 ) (65 ) Cash consideration 6,599 6,352 Acquired intangibles $ 2,226 $ 2,064 Acquired goodwill $ 4,765 $ 4,353 Contingent consideration at date of acquisition $ 4,074 $ 1,000 The purchase price allocations for the 2003 acquisitions have not yet been finalized. They will be finalized during 2004. Details of the 2002 acquisitions are as follows: 2002 Right Choice VASEC Aggregate other Current assets $ 2,212 $ 841 $ 441 Long-term assets 219 86 433 Current liabilities (1,992 ) (539 ) (1,044 ) Long-term liabilities — (191 ) (2,293 ) Minority interest — (78 ) 710 439 119 (1,753 ) Note consideration — — 1,720 Cash consideration 3,300 1,700 7,287 Acquired intangibles $ 527 $ 286 $ 3,084 Acquired goodwill $ 2,334 $ 1,295 $ 7,676 Contingent consideration at date of acquisition $ 3,300 $ 860 $ 1,985 In 2002, the Company finalized the allocation of the purchase price with respect to the March 2001 Watts acquisition. The final adjustment to this purchase equation and the purchase equations on other acquisitions resulted in additional goodwill and accrued liabilities in the amount of $1,860, net of income taxes, principally to reflect costs to restructure operations of one of the acquired Watts subsidiaries. At March 31, 2003, an accrual of $1,667 still exists relating to that acquired subsidiary. Certain vendors, at the time of acquisition, are entitled to receive contingent consideration if the acquired businesses achieve specified earnings levels during the two—to four-year periods following the dates of acquisition. Such contingent consideration is issued at the expiration of the contingency period. As at March 31, 2003, there was contingent consideration outstanding of up to $12,700 ($21,300 as at March 31, 2002). 24 The contingencies will expire during the period extending to April 2007. Vendors are entitled to receive interest on contingent consideration issued to them, which interest is calculated from the acquisition date to the payment date at interest rates ranging from 5% to 7%. The contingent consideration will be recorded when the contingencies are resolved and the consideration is issued or becomes issuable, at which time the Company will record the fair value of the consideration issued or issuable, including interest, as additional costs of the acquired businesses. Contingent consideration issued or issuable during the year ended March 31, 2003 was $3,143, net of deferred income tax of $165 (2002—$7,425, net of deferred income tax of $273). The acquisitions referred to above were accounted for by the purchase method of accounting for business combinations. Accordingly, the accompanying consolidated statements of earnings do not include any revenues or expenses related to these acquisitions prior to these respective closing dates. The cash portions of the acquisitions were financed through available cash and borrowings from the Company's revolving credit facility. Following are the Company's unaudited pro forma results assuming the 2003 acquisitions and the acquisitions of Right Choice and VASEC occurred on April 1 of the respective year of acquisition. The year immediately prior to the year of each respective acquisition also includes the pro forma results of that respective acquisition. 2003 2002 (unaudited) Pro forma revenue $ 556,075 $ 538,416 Pro forma net earnings 19,066 18,680 Pro forma earnings per share: Basic $ 1.37 $ 1.39 Diluted 1.31 1.29 These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of results of operations that would have actually resulted had the combinations been in effect at the beginning of each year or of future results of operations. 6. Unusual item During the year, the Company received $4,228 (2002 and 2001—nil) of executive life insurance proceeds upon the deaths of two senior management employees, one in the Business Services segment in the amount of $3,228 and one in Residential Property Management in the amount of $1,000. The amounts received were recorded as reductions of selling, general and administrative costs. 7. Other income In March 2003, the Company sold a 7.5% interest in Paul Davis Restoration, Inc. ("PDR") to two officers of PDR, resulting on a gain on sale of $1,106. In 2002, the Company recorded gains totaling $196 relating to the sale of shares of two subsidiaries (2001—nil). 8. Components of working capital accounts 2003 2002 Inventories Work-in-progress $ 6,009 $ 2,445 Finished goods 4,560 4,642 Supplies and other 4,222 3,143 Small equipment 304 288 $ 15,095 $ 10,518 25 2003 2002 Prepaids and other Insurance $ 3,108 $ 2,562 Advertising 2,441 2,467 Transportation 1,248 234 Security deposits 1,129 1,216 Other 5,691 5,681 $ 13,617 $ 12,160 Accrued liabilities Accrued payroll and benefits $ 16,707 $ 15,360 Customer advances 10,663 14,838 Costs to restructure operations of acquired subsidiary 1,667 2,089 Other 5,233 5,982 $ 34,270 $ 38,269 During the year, the Company incurred $1,904 of severances and related costs in its Business Services segment as part of a plan to reduce overheads and more aggressively realize synergies within the segment. Of this amount, $1,124 remained unpaid at March 31, 2003 and was included in accrued payroll and benefits within accrued liabilities. The expected date of completion of the plan is September 2003. 9. Other receivables Other receivables are comprised of: (a) $2,578 (2002—$1,426) of secured interest and non-interest bearing loans due from minority shareholders of four (2002—four) subsidiaries. (b) $1,347 (2002—$1,682) of long-term receivables, certain of which are interest bearing, relating to painting, restoration and integrated security systems installation projects conducted by the Residential Property Management and Integrated Security Services segments; and (c) $1,914 (2002—$1,800) of interest bearing franchise fees receivable from franchisees in the Consumer Services segment. 10. Fixed assets and other assets Cost Accumulated depreciation/ Amortization Net 2003 Fixed assets Land $ 2,234 $ — $ 2,234 Buildings 7,228 1,156 6,072 Vehicles 16,788 10,182 6,606 Furniture and equipment 36,345 23,112 13,233 Computer equipment and software 24,835 14,397 10,438 Enterprise system software 4,549 2,402 2,147 Leasehold improvements 11,612 5,742 5,870 Total $ 103,591 $ 56,991 $ 46,600 Other assets Investments $ 756 $ — $ 756 Financing fees 3,119 1,098 2,021 Total $ 3,875 $ 1,098 $ 2,777 26 Cost Accumulated depreciation/ Amortization Net 2002 2002 Fixed assets Land $ 2,209 $ — $ 2,209 Buildings 6,790 834 5,956 Vehicles 15,153 9,169 5,984 Furniture and equipment 33,430 19,476 13,954 Computer equipment and software 20,349 11,184 9,165 Enterprise system software 4,377 1,669 2,708 Leasehold improvements 10,034 4,643 5,391 Total $ 92,342 $ 46,975 $ 45,367 Other assets Funds held in trust $ 1,892 $ — $ 1,892 Investments 850 — 850 Financing fees 3,030 361 2,669 Total $ 5,772 $ 361 $ 5,411 Included in fixed assets are vehicles under capital lease at a cost of $5,846 (2002—$5,697) with a net book value of $3,130 (2002—$2,542), furniture and equipment under capital lease at a cost of $882 (2002—$743) and net book value of $497 (2002—$435) and computer equipment and software under capital lease at a cost of $822 (2002—$757) with a net book value of $393 (2002—$604). 11. Intangible assets Gross carrying amount Accumulated amortization Net 2003 2003 Management contracts and other $ 2,085 $ 1,067 $ 1,018 Customer lists and relationships 6,506 1,122 5,384 Trademarks and trade names 11,327 970 10,357 Franchise rights 16,464 1,796 14,668 36,382 4,955 31,427 Gross carrying amount Accumulated amortization Net 2002 2002 Management contracts and other $ 2,376 $ 1,639 $ 737 Customer lists and relationships 2,536 733 1,803 Trademarks and trade names 11,327 592 10,735 Franchise rights 15,870 1,013 14,857 32,109 3,977 28,132 During the year ended March 31, 2003, the company acquired the following intangible assets: Amount Weighted average amortization period in years Amortized intangible assets Management contracts and other $ 259 12 Customer lists and relationships 4,407 10 Franchise rights 392 12 $ 5,058 10 27 The following is the estimated annual amortization expense for each of the next five years ending March 31: 2004 $ 2,100 2005 1,841 2006 1,632 2007 1,632 2008 1,417 12. Goodwill Residential Property Management Integrated Security Services Consumer Services Business Services Corporate Consolidated Balance, April 1, 2001 $ 48,268 $ 21,774 $ 23,982 $ 45,654 $ — $ 139,678 Goodwill resulting from adjustments to purchase price allocations 101 (166 ) (255 ) 2,180 — 1,860 Goodwill resulting from contingent acquisition payments 3,363 1,853 — 2,209 — 7,425 Goodwill resulting from purchases of minority shareholders' interests 2,143 — 2,056 — — 4,199 Goodwill acquired during year 1,608 1,351 1,775 2,372 — 7,106 Balance, March 31, 2002 55,483 24,812 27,558 52,415 — 160,268 Goodwill resulting from adjustments to purchase price allocations (238 ) 69 (143 ) 19 — (293 ) Goodwill resulting from contingent acquisition payments 1,450 1,693 — — — 3,143 Goodwill resulting from purchases of minority shareholders' interests 3,013 380 — 960 — 4,353 Goodwill acquired during year 2,557 — 2,208 — — 4,765 Foreign exchange — 34 149 1,205 — 1,388 Balance, March 31, 2003 $ 62,265 $ 26,988 $ 29,772 $ 54,599 $ — $ 173,624 13. Long-term debt 2003 2002 Revolving credit facility of $140,000 U.S., of which up to $40,000 U.S. may be drawn in Canadian funds, $14,000 U.S. due June 24, 2005 and the balance due June 24, 2006 $ 52,026 $ 56,160 8.06% Senior Secured Notes due June 29, 2011 100,000 100,000 Adjustment to Senior Secured Notes resulting from interest rate swaps 6,279 (2,070 ) Capital leases bearing interest ranging from 5% to 10%, maturing at various dates through 2007 3,478 3,132 Other long-term debt bearing interest primarily at 8%, maturing at various dates through 2008 3,136 8,389 164,919 165,611 Less: current portion 3,030 7,193 $ 161,889 $ 158,418 The revolving credit facility at March 31, 2003 is comprised of borrowings of $35,281 U.S. and $24,578 Cdn. ($16,745 U.S.) (2002—$44,681 U.S. and $18,300 Cdn. ($11,479 U.S.)). Included in capital leases at March 31, 2003 and 2002 are obligations in Canadian dollars of $2,478 ($1,689 U.S.) and $2,263 ($1,420 U.S.), respectively. Included in other long-term debt at March 31, 2003 and 2002 are obligations in Canadian dollars of $1,569 ($1,069 U.S.) and $6,202 ($3,891 U.S.), respectively. 28 At March 31, 2003, the estimated aggregate amount of principal repayments on long-term debt required in each of the next five fiscal years and thereafter to meet the retirement provisions are as follows: 2004 $ 3,030 2005 1,720 2006 29,815 2007 52,590 2008 14,343 Thereafter 57,142 The Company's amended and restated credit agreement provides a $140,000 committed senior revolving credit facility (the "Credit Facility") renewable and extendible in 364-day increments, and if not renewed, a two-year final maturity. The Credit Facility was most recently renewed and extended on May 7, 2003. The Credit Facility bears interest at 1.50% to 3.00% over floating reference rates, depending on certain leverage ratios. The average interest rate during fiscal 2003 was 3.90%. At March 31, 2003, the Company had drawn $52,026 on the Credit Facility, had outstanding letters of credit in the amount of $4,436 and had $83,538 of available un-drawn credit. The Company has outstanding $100,000 of ten-year 8.06% fixed-rate Senior Secured Notes (the "Notes"). The Notes have a final maturity of June 29, 2011, with seven equal annual principal repayments beginning on June 29, 2005, resulting in a seven-year average life. The Company has indemnified the holders of the Notes from all taxes that are or may become applicable to any payments made by the Company on the Notes. The Company has two interest rate swap agreements related to the Notes. See note 17 for hedge accounting. The Credit Facility and the Notes rank equally in terms of seniority. The Company has granted these lenders collateral including the following: an interest in all of the assets of the Company including the shares of the Company's subsidiaries, an assignment of material contracts and an assignment of the Company's "call rights" with respect to shares of the subsidiaries held by minority interests. The covenants and other limitations within the Credit Facility and the Notes agreement are substantially the same. The covenants require the Company to maintain certain ratios including leverage, fixed charge coverage, interest coverage and net worth. The Company is prohibited from undertaking certain mergers, acquisitions and dispositions without prior approval. 14. Capital stock The authorized capital stock of the Company is as follows: An unlimited number of preference shares, issuable in series; An unlimited number of Subordinate Voting Shares having one vote per share; and An unlimited number of Multiple Voting Shares having 20 votes per share, convertible at any time into Subordinate Voting Shares at a rate of one Subordinate Voting Share for each Multiple Voting Share outstanding. The following table provides a summary of total capital stock: Subordinate Voting Shares Multiple Voting Shares Total Amount Number Amount Number Amount Total Number Balance, March 31, 2001 12,505,393 $ 54,490 662,847 $ 373 13,168,240 $ 54,863 Balance, March 31, 2002 13,112,418 57,339 662,847 373 13,775,265 57,712 Balance, March 31, 2003 13,501,343 60,198 662,847 373 14,164,190 60,571 During the year, the Company repurchased 32,700 (2002—nil; 2001—49,500) Subordinate Voting Shares under a Normal Course Issuer Bid filed with the Toronto Stock Exchange, which allows the Company to repurchase up to 5% of its outstanding shares on the open market during a twelve-month period. The Company has $2,434 ($3,439 Cdn.) (2002—$2,630 ($3,714 Cdn.)) of interest bearing loans related to the purchase of 387,500 Subordinate Voting Shares (2002—412,500 shares). The loans, which are collateralized by the shares issued, have a five—or ten-year term from the grant date, however, they are open for repayment at any time. The maturities of these loans are as follows, for the years ending March 31. 2004 $ 286 2005 — 2006 — 2007 916 2008 467 2009 765 $ 2,434 29 The Company has a stock option plan for officers, key full-time employees and directors of the Company and its subsidiaries. Options are granted at the market price for the underlying shares on the date of grant. Each option vests over a four-year term and expires five years from the date granted and allows for the purchase of one Subordinate Voting Share. Options are exercisable in either U.S. or Canadian Dollars. At March 31, 2003, there were 1,782,990 options outstanding to 54 individuals at prices ranging from $9.24 to $23.14 ($14.25 to $36.89 Cdn.) per share, expiring on various dates through February 2008. At March 31, 2003, there were 54,030 options available for future grants. The number of Subordinate Voting Shares issuable under options and the average option prices per share are as follows: Shares issuable under options Weighted average price per share ($U.S.) 2003 2002 2001 2003 2002 2001 Shares issuable under options—Beginning of year 2,119,115 2,119,640 1,879,200 $ 13.20 $ 8.57 $ 8.02 Granted 101,500 625,000 419,790 15.58 20.93 12.69 Exercised for cash (421,625 ) (607,025 ) (158,850 ) 7.41 4.70 3.69 Expired or forfeited (16,000 ) (18,500 ) (20,500 ) 19.00 7.25 10.28 Shares issuable under options—End of year 1,782,990 2,119,115 2,119,640 $ 15.95 $ 13.20 $ 8.57 Options exercisable—End of year 876,506 925,498 1,117,624 Weighted average price per share ($Cdn.) 2003 2002 2001 Shares issuable under options—Beginning of year $ 21.05 $ 13.52 $ 11.62 Granted 24.14 32.77 19.08 Exercised for cash 11.48 7.35 5.55 Expired or forfeited 29.43 11.35 15.46 Shares issuable under options—End of year $ 23.41 $ 21.05 $ 13.52 The weighted average fair value of options granted in 2003, 2002 and 2001 was $5.10 ($7.90 Cdn.), $6.59 ($10.31 Cdn.) and $4.84 ($7.28 Cdn.) per share, respectively. The options outstanding as at March 31, 2003 to purchase Subordinate Voting Shares are as follows: Options outstanding Options exercisable Range of exercise prices ($U.S.) Number outstanding Weighted average remaining contractual life (years) Weighted average exercise price ($U.S.) Number exercisable Weighted average exercise price ($U.S.) $9.24 to $11.68 574,165 1.72 $ 11.10 371,156 $ 11.08 $11.96 to $14.62 564,825 2.25 13.45 349,450 13.15 $15.70 to $23.14 644,000 3.56 22.46 155,900 22.41 1,782,990 2.50 $ 15.95 876,506 $ 13.92 30 Options outstanding Options exercisable Range of exercise prices ($Cdn.) Number outstanding Weighted average remaining contractual life (years) Weighted average exercise price ($Cdn.) Number exercisable Weighted average exercise price ($Cdn.) $14.25 to $17.25 574,165 1.72 $ 16.29 371,156 $ 16.27 $18.00 to $22.50 564,825 2.25 19.75 349,450 19.30 $25.00 to $36.89 644,000 3.56 32.97 155,900 32.89 1,782,990 2.50 $ 23.41 876,506 $ 20.43 SFAS 123 requires pro forma disclosures of earnings and earnings per share as if the fair value method of accounting for employee stock options had been applied. Compensation cost is based on the fair value of the award using the Black-Scholes option pricing model. The disclosures in the table below show the company's earnings and earnings per share after including the effect of the compensation cost. 2003 2002 2001 Pro forma net earnings $ 16,261 $ 15,885 $ 11,661 Pro forma net earnings per share: Basic $ 1.17 $ 1.18 $ 0.90 Diluted 1.12 1.09 0.84 Assumptions: Risk-free interest rate 4.5% 5.0% 5.5% Expected life in years 4.4 4.0 4.5 Volatility 30% 30% 35% Dividend yield 0.0% 0.0% 0.0% 15. Income taxes Income taxes differ from the amounts that would be obtained by applying the statutory rate to the respective years' earnings before taxes. These differences result from the following items: 2003 2002 2001 Income tax expense using combined statutory rates of approximately 40% (2002—41%; 2001—44%) $ 11,925 $ 12,791 $ 11,201 Non-deductible expenses: Amortization of goodwill and intangibles — — 1,085 Loss not tax effected — 443 — Other 735 250 210 Non-taxable proceeds of life insurance policies (1,691 ) — — Foreign tax rate reduction (2,720 ) (3,043 ) (2,340 ) Provision for income taxes as reported $ 8,249 $ 10,441 $ 10,156 Earnings before income taxes and minority interest by tax jurisdiction comprise the following: 2003 2002 2001 Canada $ 15,180 $ 12,537 $ 7,494 United States 14,672 18,715 18,266 Total $ 29,852 $ 31,252 $ 25,760 31 The provision for income taxes comprises the following: 2003 2002 2001 Current Canada $ 2,212 $ 3,426 $ 2,664 United States 5,129 6,862 6,744 7,341 10,288 9,408 Deferred Canada 585 (1,130 ) 633 United States 323 1,283 115 908 153 748 Total $ 8,249 $ 10,441 $ 10,156 The significant components of deferred income taxes are as follows: 2003 2002 Deferred income tax assets Expenses not currently deductible $ 900 $ 1,100 Provision for doubtful accounts 410 507 Inventory and other reserves 350 427 Loss carry-forwards 1,251 1,509 2,911 3,543 Deferred income tax liabilities Depreciation and amortization 18,277 15,391 Prepaid and other expenses deducted for tax purposes 865 583 Financing fees 1,328 962 20,470 16,936 Net deferred income tax liability $ (17,559 ) $ (13,393 ) Cumulative undistributed earnings of U.S. subsidiaries approximated $39,933 as at March 31, 2003 (2002 -$31,078). 16. Shares outstanding for earnings per share calculations 2003 2002 2001 Shares issued and outstanding at beginning of year 13,775,265 13,168,240 12,989,530 Weighted average number of shares: Issued in the year 148,141 397,077 117,728 Repurchased in the year (2,346 ) — (33,396 ) Weighted average number of shares used in computing basic earnings per share 13,921,060 13,565,317 13,073,862 Assumed exercise of stock options, net of shares assumed acquired under the Treasury Stock Method 576,485 1,034,551 767,134 Number of shares used in computing diluted earnings per share 14,497,545 14,599,868 13,840,996 32 17. Other supplemental information 2003 2002 2001 Products and services segmentation Revenue Products $ 96,219 $ 75,337 $ 54,091 Services 446,473 437,352 370,083 Total 542,692 512,689 424,174 Cost of revenue Products $ 57,633 $ 46,060 $ 36,557 Services 314,370 297,355 247,917 Total 372,003 343,415 284,474 Franchised operations Revenue $ 57,497 $ 54,173 $ 55,661 Operating earnings 11,121 9,283 7,999 Initial franchise fee revenue 3,822 2,951 4,157 Cash payments made during the year Income taxes $ 7,667 $ 10,649 $ 4,308 Interest 7,916 9,633 9,616 Non-cash financing activities Increases in capital lease obligations $ 1,565 $ 1,965 $ 1,170 Issuance of Subordinate Voting Shares to acquire minority interest — — 649 Depreciation and amortization expense Fixed assets $ 12,369 $ 11,394 $ 7,708 Goodwill — — 3,067 Intangible assets 2,070 1,485 1,553 $ 14,439 $ 12,879 $ 12,328 Other expenses Advertising expense $ 12,066 $ 9,582 $ 8,264 Rent expense 14,756 13,943 10,599 The foreign currency translation adjustment for the year ended March 31, 2003 is net of current income taxes of nil on realized exchange gains for income tax purposes (2002—nil) (2001—$444). 18. Financial instruments Concentration of credit risk The company is subject to credit risk with respect to its accounts receivable and other receivables. Concentrations of credit risk with respect to these receivables are limited due to the large number of entities comprising the Company's customer base and their dispersion across many different service lines in two countries. Interest rate risk The Company maintains an interest rate risk management strategy that uses interest rate swaps to lower the long-term cost of borrowed funds. The Company's specific goals are to (i) manage interest rate sensitivity by modifying the characteristics of some of its debt and (ii) lower the long-term cost of its borrowed funds. Fluctuations in interest rates create an unrealized appreciation or depreciation in the market value of the Company's fixed-rate debt when that fair value is compared with the cost of the borrowed funds. The effect of this unrealized appreciation or depreciation in market value, however, will generally be offset by the gain or loss on the interest rate swaps that are linked to the debt. 33 The Company has entered into two interest rate swap agreements to exchange the fixed rate on its 8.06% Notes for variable rates. The first swap, entered into in December 2001, has a notional value of $75,000 and a variable interest rate of LIBOR + 250.5 basis points. The second swap, entered into in October 2002, has a notional value of $25,000 and a variable interest rate of LIBOR + 445 basis points. The terms of the swaps match the term of the Notes with a maturity of June 29, 2011. The swaps are being accounted for as fair value hedges in accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities. The swaps are carried at fair value on the balance sheet, with gains or losses recognized in earnings. The carrying value of the hedged debt is adjusted for changes in fair value attributable to the hedged interest rate risk; the associated gain or loss is recognized currently in earnings. The fair values of the swaps are determined based on the present value of the estimated future net cash flows using implied rates in the applicable yield curve as of the valuation date. Due to changes in the yield curve, the fair value of the swaps fluctuates and at March 31, 2003, the fair values represented a gain of $6,279 (2002—a loss of $2,070). Fair values of financial instruments The carrying amounts for cash and cash equivalents, funds held in trust, accounts receivable, accounts payable and accrued liabilities approximate fair values due to the short maturity of these instruments, unless otherwise indicated. 2003 2002 Carrying amount Fair value Carrying amount Fair value Other receivables $ 5,839 $ 5,784 $ 4,908 $ 4,829 Long-term debt including current portion 158,640 166,892 165,611 168,941 Interest rate swaps 6,279 6,279 (2,070 ) (2,070 ) 19. Commitments and contingencies (a) Lease commitments Minimum operating lease payments are as follows: Year ending March 31 2004 $ 16,585 2005 14,589 2006 11,183 2007 8,580 2008 7,831 Thereafter 12,296 (b) Shareholder agreements The Company has shareholder agreements with the minority owners of its subsidiaries. These agreements allow the Company to "call" the minority position for a predetermined formula price, which is usually equal to the multiple of net earnings before extraordinary items, minority interest share of earnings, income taxes, interest, depreciation, and amortization paid by the Company for the original acquisition. The minority owners may also "put" their interest to the Company at the same price subject to certain limitations. The purchase price may, at the option of the Company, be paid primarily in Subordinate Voting Shares. Acquisitions of these minority interests would be accounted for using the purchase method. The total obligation if all call or put options were exercised at March 31, 2003 was approximately $26,000 (2002—$30,000). The acquisition of all outstanding minority interests would materially increase net earnings. (c) Contingencies The Company is involved in legal proceedings and claims primarily arising in the normal course of its business. In the opinion of management, the Company's liability, if any, would not materially affect its financial condition or operations. (d) Guarantee In connection with a contract, the Company has assumed risks associated with work to be performed by a third party. In the unlikely event of non-performance by the third party, the maximum exposure to the Company would be $6,813. 34 20. Related party transactions During the year, the Company paid $847 (2002—$465) in rent to entities controlled by an officer and a director of the Company. In addition, the Company paid $853 (2002—$648) in rent to minority shareholders of subsidiaries. The transactions were completed at market rates. 21. Segmented information Operating segments The Company has four reportable operating segments. The segments are grouped with reference to the types 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. Residential Property Management provides property management, maintenance, landscaping, painting and restoration and other services to residential community associations in the United States. Integrated Security Services provides security systems installation, maintenance, monitoring and manpower to primarily commercial customers in Canada and the United States. Consumer Services provides franchised and Company-owned property services to consumers in the United States and Canada. Business Services provides customer support and fulfillment and business process outsourcing services to corporate and institutional clients in Canada and the United States. Corporate includes the costs of operating the Company's headquarters. Residential Property Management Integrated Security Services Consumer Services Business Services Corporate Consolidated 2003 Revenues $ 214,965 $ 107,548 $ 93,417 $ 126,373 $ 389 $ 542,692 Depreciation and amortization 4,089 1,502 3,078 5,620 150 14,439 Operating earnings 10,531 5,834 13,344 14,153 (4,978 ) 38,884 Interest expense (9,032 ) Income taxes (8,249 ) Minority interest (3,163 ) Net earnings $ 18,440 Total assets $ 107,998 $ 64,803 $ 83,923 $ 117,432 $ 14,875 $ 389,031 Total additions to long-lived assets $ 10,991 $ 3,942 $ 7,749 $ 7,781 $ 41 $ 30,504 Residential Property Management Integrated Security Services Consumer Services Business Services Corporate Consolidated 2002 Revenues $ 205,376 $ 95,507 $ 83,964 $ 127,478 $ 364 $ 512,689 Depreciation and amortization 3,716 1,377 2,706 4,964 116 12,879 Operating earnings 15,118 5,158 11,140 17,412 (4,585 ) 44,243 Interest expense (12,991 ) Income taxes (10,441 ) Minority interest (3,782 ) Net earnings $ 17,029 Total assets $ 106,268 $ 57,515 $ 77,060 $ 117,874 $ 7,212 $ 365,929 Total additions to long-lived assets $ 13,237 $ 5,154 $ 8,984 $ 13,365 $ 478 $ 41,218 35 Residential Property Management Integrated Security Services Consumer Services Business Services Corporate Consolidated 2001 Revenues $ 181,730 $ 81,007 $ 78,838 $ 82,346 $ 253 $ 424,174 Depreciation and amortization 4,505 1,371 2,954 3,397 101 12,328 Operating earnings 13,546 4,654 9,548 12,491 (4,712 ) 35,527 Interest expense (9,767 ) Income taxes (10,156 ) Minority interest (2,973 ) Net earnings $ 12,631 Total assets $ 84,332 $ 42,033 $ 63,818 $ 124,580 $ 7,420 $ 322,183 Total additions to long-lived assets $ 15,652 $ 10,194 $ 8,535 $ 25,796 $ — $ 60,177 Geographic information Revenues in each geographic segment are reported by customer location. 2003 2002 2001 Canada Revenues $ 169,135 $ 168,669 $ 119,372 Total long-lived assets $ 68,710 $ 53,082 $ 49,651 United States Revenues $ 373,557 $ 344,020 $ 304,802 Total long-lived assets $ 182,941 $ 180,685 $ 155,834 Consolidated Revenues $ 542,692 $ 512,689 $ 424,174 Total long-lived assets $ 251,651 $ 233,767 $ 205,485 22. Comparative amounts Certain comparative amounts in the consolidated balance sheets and notes to the consolidated financial statements have been reclassified to conform with the current year's presentation. 23. Impact of recently issued accounting standards In April 2002, the Company adopted SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets . The adoption of this standard did not have a material impact on results of operations or financial condition. In April 2002, FASB issued SFAS No. 145, Rescission of SFAS Nos. 4, 44 and 64, Amendment of SFAS No. 13 and Technical Corrections as of April 2002 . Among other changes, this new standard impacts the reporting of gains and losses from extinguishment of debt and accounting for leases, and is effective for the Company's fiscal year beginning April 1, 2003. The Company implemented this standard effective for the year ended March 31, 2003. The impact of the change was to eliminate the Company's 2002 extraordinary loss on the early retirement of debt of $797, net of income tax benefit of $578, and report instead increased interest expense of $1,375 and a reduction of income tax expense of $578. 36 In July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit or Disposal Activities ("SFAS 146"). This statement requires recording costs associated with such activities at their fair values when a liability has been incurred. Previously, certain exit costs were accrued upon management's commitment to an exit plan, which is generally before an actual liability has been incurred. SFAS 146 is effective for such activities initiated after December 31, 2002. The adoption of this standard had no impact on the results of operations. In November 2002, FASB Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others (an interpretation of SFAS Nos. 5, 57 and 107 and rescission of FASB Interpretation No. 34) ("FIN 45") was issued. FIN 45 clarifies the requirements relating to a guarantor's accounting for, and disclosure of, the issuance of certain types of guarantees. FIN 45's provisions for initial recognition and measurement were effective for guarantees issued or modified by the Company after December 31, 2002, and disclosure requirements were effective for financial statements issued after December 15, 2002. The impact of the adoption of FIN 45 was not material. In December 2002, FASB issued SFAS No. 148, Accounting for Stock-Based Compensation—Transition and Disclosure, an amendment of SFAS No. 123 ("SFAS 148"). SFAS 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation, as well as amended disclosure requirements in annual and interim financial statements. The standard is effective for the Company's annual financial statements for the year ended March 31, 2003. The adoption of this standard did not impact results of operations or financial condition as the Company elected to continue to account for its stock option plan in accordance with APB 25. In January 2003, FASB Interpretation No. 46, Consolidation of Variable Interest Entities (an interpretation of ARB No. 51) ("FIN 46") was issued. FIN 46 addresses consolidation by business enterprises of variable interest entities having certain characteristics and applies immediately to variable interest entities created after January 31, 2003. The adoption of FIN 46 had no impact on the Company's results of operations or financial condition. 37 ITEM 9A. CONTROLS AND PROCEDURES The disclosure below, included under Item 14 in the Originally Filed 10-K, has been updated to reflect recent SEC pronouncements. a) Evaluation of disclosure controls and procedures. The Company's Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Company's disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this annual report (the "Evaluation Date"). They have concluded that, as of the Evaluation Date, these disclosure controls and procedures were effective to ensure that material information relating to the Company and its consolidated subsidiaries would be made known to them by others within those entities and would be disclosed on a timely basis. b) Changes in internal control over financial reporting. As of the end of the period covered by this annual report, there were no changes in the Company's internal control over financial reporting that occurred during the period covered by this annual report that have materially affected or are reasonably likely to materially affect the Company's internal control over financial reporting. c) Limitations on the effectiveness of controls. FirstService's management, including the CEO and CFO, does not expect that the Company's disclosure controls and procedures will prevent all error and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. 38 PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K (a) Financial statements, schedules and exhibits 1. Financial statements The documents listed below are included herein under Part II and are also contained in the FirstService Annual Report to Shareholders for 2003: • Report of Independent Accountants; • Consolidated Statements of Earnings for the three years ended March 31, 2003, 2002 and 2001; • Consolidated Balance Sheets as at March 31, 2003 and 2002; • Consolidated Statements of Shareholders' Equity for the three years ended March 31, 2003, 2002 and 2001; • Consolidated Statements of Cash Flows for the three years ended March 31, 2003, 2002 and 2001; and • Notes to the Consolidated Financial Statements. 2. Financial statement schedules • Included in Part IV of this report: Schedule II—Valuation and Qualifying Accounts 3. Exhibits Included in Part IV of this report: • List of Exhibits • Exhibit 21—Subsidiaries of the Registrant (b) Reports on Form 8-K filed during the last quarter of Fiscal 2003 None. 39 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized. FIRSTSERVICE CORPORATION Registrant February 11, 2004 /s/ JOHN B. FRIEDRICHSEN John B. Friedrichsen Senior Vice President and Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in their capacities and on the date indicated. Name and signature Title Date /s/ JAY S. HENNICK Jay S. Hennick President, Chief Executive Officer and Director (Principal executive officer) February 11, 2004 /s/ JOHN B. FRIEDRICHSEN John B. Friedrichsen Senior Vice President and Chief Financial Officer (Principal financial and accounting officer) February 11, 2004 /s/ DAVID R. BEATTY David R. Beatty Director February 11, 2004 /s/ BRENDAN CALDER Brendan Calder Director February 11, 2004 /s/ PETER F. COHEN Peter F. Cohen Director February 11, 2004 /s/ STEVEN ROGERS Steven Rogers Director February 11, 2004 40 INDEX TO EXHIBITS Exhibit # Description 3.1 Articles of Incorporation and Amendment. Incorporated by reference to Form 10-Q for the period ended June 30, 1999, filed on August 12, 1999. 3.2 By-Laws and Amendments. Incorporated by reference to Form 10-Q for the period ended June 30, 1999, filed on August 12, 1999. 10.1 Credit Facility dated April 1, 1999 among the Company and a syndicate of bank lenders. Incorporated by reference to Form 10-Q for the period ended June 30, 1999, filed on August 12, 1999. 10.2 FirstService Corporation Amended Stock Option Plan #2. Incorporated by reference to Form 10-K for the year ended March 31, 2000, filed on June 29, 2000. 10.3 FirstService Corporation Amended Share Purchase Plan #2. Incorporated by reference to Form 10-K for the year ended March 31, 2000, filed on June 29, 2000. 10.4 Amended and Restated Credit Agreement dated June 21, 2001 among the Company and a syndicate of bank lenders. Incorporated by reference to Form 10-Q for the quarter ended June 30, 2001 filed on August 14, 2001. 10.5 Note and Guarantee Agreement—$100 million U.S. 8.06% Guaranteed Senior Secured Notes due 2011. Incorporated by reference to Form 10-Q for the quarter ended June 30, 2001 filed on August 14, 2001. 31.1-31.2 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a). 32.1-32.2 Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as enacted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 41 QuickLinks FIRSTSERVICE CORPORATION Annual Report on Form 10-K/A March 31, 2003 INDEX REPORT OF MANAGEMENT REPORT OF INDEPENDENT ACCOUNTANTS FIRSTSERVICE CORPORATION CONSOLIDATED STATEMENTS OF EARNINGS (in thousands of U.S. Dollars, except per share amounts)—in accordance with United States generally accepted accounting principles FIRSTSERVICE CORPORATION CONSOLIDATED BALANCE SHEETS (in thousands of U.S. Dollars)—in accordance with United States generally accepted accounting principles FIRSTSERVICE CORPORATION CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (in thousands of U.S. Dollars)—in accordance with United States generally accepted accounting principles FIRSTSERVICE CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands of U.S. Dollars)—in accordance with United States generally accepted accounting principles NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (in thousands of U.S. Dollars, except per share amounts)—in accordance with United States generally accepted accounting principles PART IV SIGNATURES INDEX TO EXHIBITS