Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2016shares | |
Document Information [Line Items] | |
Entity Registrant Name | FirstService Corp |
Entity Central Index Key | 1,637,810 |
Trading Symbol | fsv |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Entity Well-known Seasoned Issuer | No |
Document Type | 40-F |
Document Period End Date | Dec. 31, 2016 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Multiple Voting Shares [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding (in shares) | 1,325,694 |
Subordinate Voting Shares [Member] | |
Document Information [Line Items] | |
Entity Common Stock, Shares Outstanding (in shares) | 34,516,917 |
Consolidated Statements of Earn
Consolidated Statements of Earnings - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | $ 1,482,889 | $ 1,264,077 |
Cost of revenues (exclusive of depreciation and amortization shown below) | 1,050,087 | 883,963 |
Selling, general and administrative expenses | 305,222 | 279,235 |
Depreciation | 22,774 | 18,836 |
Amortization of intangible assets | 14,195 | 10,148 |
Acquisition-related items | 61 | 408 |
Spin-off transaction costs | 740 | |
Operating earnings | 90,550 | 70,747 |
Interest expense, net | 9,152 | 9,077 |
Other (income) expense, net | (232) | 60 |
Earnings before income tax | 81,630 | 61,610 |
Income tax (note 12) | 27,387 | 23,412 |
Net earnings | 54,243 | 38,198 |
Non-controlling interest share of earnings | 5,238 | 4,560 |
Non-controlling interest redemption increment (note 9) | 15,408 | 12,243 |
Net earnings attributable to Company | $ 33,597 | $ 21,395 |
Net earnings per common share (note 13) | ||
Basic (in dollars per share) | $ 0.93 | $ 0.59 |
Diluted (in dollars per share) | $ 0.92 | $ 0.59 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Earnings - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Net earnings | $ 54,243 | $ 38,198 |
Foreign currency translation (loss) gain | 465 | (4,124) |
Comprehensive earnings | 54,708 | 34,074 |
Less: Comprehensive earnings attributable to non-controlling shareholders | 20,646 | 16,803 |
Comprehensive earnings attributable to Company | $ 34,062 | $ 17,271 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 43,384 | $ 45,560 |
Restricted cash | 13,450 | 3,769 |
Accounts receivable, net of allowance of $8,815 (December 31, 2015 - $7,182) | 164,074 | 114,521 |
Income tax recoverable | 2,581 | 9,628 |
Inventories (note 4) | 29,712 | 16,155 |
Prepaid expenses and other current assets | 25,853 | 21,749 |
Deferred income tax (note 12) | 24,738 | 18,840 |
303,792 | 230,222 | |
Other receivables | 3,796 | 3,833 |
Other assets | 1,319 | 2,176 |
Fixed assets (note 5) | 73,083 | 57,575 |
Deferred income tax (note 12) | 1,693 | 6,553 |
Intangible assets (note 6) | 121,115 | 79,478 |
Goodwill (note 7) | 266,166 | 220,646 |
467,172 | 370,261 | |
770,964 | 600,483 | |
Current liabilities | ||
Accounts payable | 32,358 | 24,143 |
Accrued liabilities (note 4) | 110,608 | 77,900 |
Income tax payable | 5,117 | 1,553 |
Unearned revenues | 28,872 | 18,474 |
Long-term debt - current (note 8) | 1,043 | 4,041 |
Contingent acquisition consideration - current (note 15) | 2,882 | 2,206 |
Deferred income tax (note 12) | 1,942 | 1,782 |
182,822 | 130,099 | |
Long-term debt - non-current (note 8) | 249,866 | 197,158 |
Contingent acquisition consideration (note 15) | 7,560 | 1,110 |
Other liabilities | 16,169 | 13,560 |
Deferred income tax (note 12) | 31,167 | 13,971 |
304,762 | 225,799 | |
Redeemable non-controlling interests (note 9) | 102,352 | 77,559 |
Shareholders' equity | 181,028 | 167,026 |
$ 770,964 | $ 600,483 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts receivable, allowance | $ 8,815 | $ 7,182 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Owner's Net Investment [Member] | Total |
Balance (in shares) at Dec. 31, 2014 | ||||||
Balance at Dec. 31, 2014 | $ 1,251 | $ 157,498 | $ 158,749 | |||
Net distributions to Old FSV | (7,470) | (7,470) | ||||
Net earnings | $ 18,187 | 3,208 | 21,395 | |||
Issuance of common stock in connection with the Arrangement (in shares) | 35,970,605 | |||||
Issuance of common stock in connection with the Arrangement | $ 130,471 | (130,471) | ||||
Settlement of owner's net investment to contributed surplus in connection with the Arrangement | $ 33,095 | $ (22,765) | 10,330 | |||
Other comprehensive earnings | (4,124) | (4,124) | ||||
Subsidiaries’ equity transactions | 421 | 421 | ||||
Stock option expense | 1,191 | 1,191 | ||||
Stock options exercised (in shares) | 480,000 | |||||
Stock options exercised | $ 7,524 | (744) | 6,780 | |||
Tax benefit on options exercised | 10,017 | 10,017 | ||||
Dividends | (10,796) | (10,796) | ||||
Purchased for cancellation (in shares) | (511,594) | |||||
Purchased for cancellation | $ (1,924) | (17,543) | (19,467) | |||
Balance (in shares) at Dec. 31, 2015 | 35,939,011 | |||||
Balance at Dec. 31, 2015 | $ 136,071 | 43,980 | (10,152) | (2,873) | 167,026 | |
Net earnings | 33,597 | 33,597 | ||||
Other comprehensive earnings | 465 | 465 | ||||
Subsidiaries’ equity transactions | (979) | (979) | ||||
Stock option expense | 2,744 | $ 2,744 | ||||
Stock options exercised (in shares) | 133,600 | 133,600 | ||||
Stock options exercised | $ 3,021 | (1,115) | $ 1,906 | |||
Tax benefit on options exercised | 1,605 | 1,605 | ||||
Dividends | (15,821) | (15,821) | ||||
Purchased for cancellation (in shares) | (230,000) | |||||
Purchased for cancellation | $ (903) | (8,612) | (9,515) | |||
Balance (in shares) at Dec. 31, 2016 | 35,842,611 | |||||
Balance at Dec. 31, 2016 | $ 138,189 | $ 46,235 | $ (988) | $ (2,408) | $ 181,028 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating activities | ||
Net earnings | $ 54,243 | $ 38,198 |
Items not affecting cash: | ||
Depreciation and amortization | 36,969 | 28,984 |
Deferred income tax | 1,304 | (3,535) |
Other | 2,342 | 1,300 |
Incremental tax benefit on stock options exercised | (1,605) | (10,017) |
Changes in non-cash working capital: | ||
Accounts receivable | (21,077) | 2,892 |
Inventories | (4,542) | (6,108) |
Prepaid expenses and other current assets | (1,793) | (1,045) |
Accounts payable | (72) | (1,166) |
Accrued liabilities | 21,052 | 21,130 |
Income tax payable | 12,929 | 11,402 |
Unearned revenues | 10,194 | 2,395 |
Other liabilities | (817) | 3,239 |
Contingent acquisition consideration paid | (122) | (579) |
Net cash provided by operating activities | 109,005 | 87,090 |
Investing activities | ||
Acquisitions of businesses, net of cash acquired (note 3) | (90,852) | (12,340) |
Purchases of fixed assets | (29,122) | (19,694) |
Changes in restricted cash | (9,681) | (112) |
Other investing activities | (1,188) | (132) |
Net cash used in investing activities | (130,843) | (32,278) |
Financing activities | ||
Net increase (repayment) of long-term debt prior to spin-off | (220,953) | |
Debt allocated under spin-off | 208,690 | |
Repayment of long-term debt after spin-off | (25,899) | |
Net contributions from Old FSV | 1,995 | |
Increase in long-term debt | 101,160 | |
Repayment of long-term debt | (51,775) | |
Financing fees paid | (1,092) | |
Purchases of non-controlling interests | (3,259) | (18,939) |
Sale of interests in subsidiaries to non-controlling interests | 2,202 | 1,122 |
Contingent acquisition consideration paid | (2,368) | (6,593) |
Proceeds received on exercise of stock options | 1,906 | 6,780 |
Incremental tax benefit on stock options exercised | 1,605 | 10,017 |
Dividends paid to common shareholders | (15,471) | (7,196) |
Distributions paid to non-controlling interests | (4,985) | (3,602) |
Repurchases of Subordinate Voting Shares | (9,515) | (19,467) |
Net cash provided by (used) in financing activities | 19,500 | (75,137) |
Effect of exchange rate changes on cash | 162 | (905) |
Decrease in cash and cash equivalents | (2,176) | (21,230) |
Cash and cash equivalents, beginning of year | 45,560 | 66,790 |
Cash and cash equivalents, end of year | $ 43,384 | $ 45,560 |
Note 1 - Description of the Bus
Note 1 - Description of the Business | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | 1. Description of the business FirstService Corporation (the “Company”) is a North American provider of residential property management and other essential property services to residential and commercial customers. The Company’s operations are conducted in two FirstService Residential is a full-service property manager and in many markets provides a full range of ancillary services primarily in the following areas: (i) on-site staffing, including building engineering and maintenance, full-service amenity management, security, concierge and front desk personnel, and landscaping; (ii) proprietary banking and insurance products; and (iii) energy conservation and management solutions. FirstService Brands provides a range of essential property services to residential and commercial customers in North America through franchise networks and company-owned locations. The principal brands in this division include Paul Davis Restoration, California Closets, Certa Pro Painters, Pillar to Post Home Inspectors, Floor Coverings International, College Pro Painters, Century Fire Protection, and Service America. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. Summary of significant accounting policies The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) 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 the determination of fair values of assets acquired and liabilities assumed in business combinations, recoverability of goodwill and intangible assets, estimated fair value of contingent consideration related to acquisitions, and the collectability 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, its majority-owned subsidiaries and those variable interest entities where the Company is the primary beneficiary. Where the Company does not have a controlling interest but has the ability to exert significant influence, the equity method is used. Inter-company transactions and accounts are eliminated on consolidation. Cash and cash equivalents Cash equivalents consist of short-term interest-bearing securities, which are readily convertible into cash and have original maturities at the date of purchase of three Restricted cash Restricted cash consists of cash over which the Company has legal ownership but is restricted as to its availability or intended use, including funds held on behalf of clients and franchisees. Inventories Inventories are carried at the lower of cost and market. Cost is determined using the weighted average method. Work-in-progress inventory relates to construction contracts and real estate project management projects in process and are accounted for using the percentage of completion method. Fixed assets Fixed assets are carried at cost less accumulated depreciation. The costs of additions and improvements are capitalized, while maintenance and repairs are expensed as incurred. Fixed assets are reviewed for impairment whenever events or circumstances indicate that the carrying value of an asset group may Buildings 20 40 Vehicles 3 5 Furniture and equipment 3 10 Computer equipment and software 3 5 Leasehold improvements term of the lease to a maximum of 10 Fair value The Company uses the fair value measurements framework for financial assets and liabilities and for non-financial assets and liabilities that are recognized or disclosed at fair value on a non-recurring basis. The framework defines fair value, gives guidance for measurement and disclosure, and establishes a three three Level 1 Level 2 Level 3 Financing fees Financing fees related to the revolving credit facility and Senior Notes are deferred and amortized to interest expense using the effective interest method. Goodwill and intangible assets Goodwill represents the excess of purchase price over the fair value of assets acquired and liabilities assumed in a business combination and is not subject to amortization. Intangible assets are recorded at fair value on the date they are acquired. Indefinite life intangible assets are not subject to amortization. Where lives are finite, they are amortized over their estimated useful lives as follows: Customer lists and relationships straight-line over 4 20 Franchise rights by pattern of use, currently estimated at 2.5% 15% Trademarks and trade names straight-line over 5 35 Management contracts and other straight-line over life of contract ranging from 2 15 Backlog straight-line over 6 12 The Company reviews the carrying value of finite life intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may Goodwill and indefinite life intangible assets are tested for impairment annually, on August 1, Impairment of goodwill is tested at the reporting unit level. The Company has six first two first 3 second Impairment of indefinite life intangible assets is tested by comparing the carrying amount to the estimated fair value on an individual intangible asset basis. Redeemable non-controlling interests Redeemable non-controlling interests (“RNCI”) are recorded at the greater of (i) the redemption amount or (ii) the amount initially recorded as RNCI at the date of inception of the minority equity position. This amount is recorded in the “mezzanine” section of the balance sheet, outside of shareholders’ equity. Changes in the RNCI amount are recognized immediately as they occur. Revenue recognition and unearned revenues (a) Franchisor operations The Company operates several franchise systems within its FirstService Brands segment. Initial franchise fees are recognized when all material services or conditions related to the sale of the franchise have been performed or satisfied. Royalty revenues are recognized based on a contracted percentage of franchisee revenues, as reported by the franchisees. Revenues from administrative and other support services, as applicable, are recognized as the services are provided. (b) Revenues from construction contracts and service operations other than franchisor operations Revenues are recognized at the time the service is rendered. Certain services including but not limited to construction contracts and real estate project management projects in process, are recognized on the percentage of completion method, in the ratio of actual costs to total estimated contract costs. In cases where anticipated costs to complete a project exceed the revenue to be recognized, a provision for the additional estimated losses is recorded in the period when the loss becomes apparent. Amounts received from customers in advance of services being provided are recorded as unearned revenues when received. Stock-based compensation For equity classified awards, compensation cost is measured at the grant date based on the estimated fair value of the award. The related stock option compensation expense is allocated using the graded attribution method. Notional value appreciation plans Under these plans, subsidiary employees are compensated if the notional value of the subsidiary increases. Awards under these plans generally have a term of up to fifteen five Foreign currency translation Assets, liabilities and operations of foreign subsidiaries are recorded based on the functional currency of each entity. For certain foreign operations, the functional currency is the local currency, in which case the assets, liabilities and operations are translated at current exchange rates from the local currency to the reporting currency, the US dollar. The resulting unrealized gains or losses are reported as a component of accumulated other comprehensive earnings. Realized and unrealized foreign currency gains or losses related to any foreign dollar denominated monetary assets and liabilities are included in net earnings. Income tax Income tax has been provided using the asset and liability method whereby deferred income tax assets and liabilities are recognized for the expected future income tax consequences of events that have been recognized in the consolidated financial statements or income tax returns. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which temporary differences are expected to reverse, be recovered or settled. The effect on deferred income tax assets and liabilities of a change in income tax rates is recognized in earnings in the period in which the change occurs. A valuation allowance is recorded unless it is more likely than not that realization of a deferred income tax asset will occur based on available evidence. The Company recognizes uncertainty in tax positions taken or expected to be taken in a tax return by recording a liability for unrecognized tax benefits on its balance sheet. Uncertainties are quantified by applying a prescribed recognition threshold and measurement attribute. The Company classifies interest and penalties associated with income tax positions in income tax expense. Business combinations All business combinations are accounted for using the purchase method of accounting. Transaction costs are expensed as incurred. The fair value of the contingent consideration is classified as a financial liability and is recorded on the balance sheet at the acquisition date and is re-measured at fair value at the end of each period until the end of the contingency period, with fair value adjustments recognized in earnings. |
Note 3 - Acquisitions
Note 3 - Acquisitions | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 3. Acquisitions 2016 The Company acquired controlling interests in thirteen five eight three three six Details of these acquisitions are as follows: Aggregate Current assets $ 40,022 Long-term assets 10,282 Current liabilities (19,299 ) Long-term liabilities (556 ) Deferred Tax Liabilities (14,646 ) Redeemable non-controlling interest (10,612 ) $ 5,191 Note consideration $ (3,434 ) Cash consideration, net of cash acquired of $5,002 (90,852 ) Acquisition date fair value of contingent consideration (9,998 ) Total purchase consideration $ (104,284 ) Acquired intangible assets $ 54,438 Goodwill $ 44,655 2015 The Company acquired controlling interests in nine seven two Details of these acquisitions are as follows: Aggregate Acquisitions Current assets $ 2,502 Non-current assets 2,000 Current liabilities (1,689 ) Long-term liabilities (64 ) Redeemable non-controlling interest (1,696 ) $ 1,053 Cash consideration, net of cash acquired of $175 $ (12,340 ) Acquisition date fair value of contingent consideration (4,544 ) Total purchase consideration $ (16,884 ) Acquired intangible assets $ 8,891 Goodwill $ 6,940 “Acquisition-related items” included both transaction costs and contingent acquisition consideration fair value adjustments. Acquisition-related transaction costs for the year ended December 31, 2016 $682 (2015 $354), $621 (2015 $54). In all years presented, the fair values of non-controlling interests were determined using an income approach with reference to a discounted cash flow model using the same assumptions implied in determining the purchase consideration. The purchase price allocations of acquisitions resulted in the recognition of goodwill. The primary factors contributing to goodwill are assembled workforces, synergies with existing operations and future growth prospects. For acquisitions completed during the year ended December 31, 2016, $7,511 (2015 $6,753). The Company typically structures its business acquisitions to include contingent consideration. Vendors, at the time of acquisition, are entitled to receive a contingent consideration payment if the acquired businesses achieve specified earnings levels during the one two The fair value of the contingent consideration liability recorded on the consolidated balance sheet as at December 31, 2016 $10,442 15). $10,207 $12,008. December 2018. December 31, 2016, $2,490 (2015 $7,172). 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 their respective closing dates. The consideration for the acquisitions during the year ended December 31, 2016 The amounts of revenues and earnings contributed from the date of acquisition and included in the Company’s consolidated results for the year ended December 31, 2016, January 1, 2015, Revenues Net earnings Actual from acquired entities for 2016 $ 128,244 $ 2,375 Supplemental pro forma for 2016 (unaudited) 1,568,434 57,053 Supplemental pro forma for 2015 (unaudited) 1,475,739 44,047 Supplemental pro forma results were adjusted for non-recurring items. |
Note 4 - Components of Working
Note 4 - Components of Working Capital Accounts | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Supplemental Balance Sheet Disclosures [Text Block] | 4. Components of working capital accounts December 31, 2016 December 31, 2015 Inventories Work-in-progress $ 15,529 $ 6,465 Finished goods 6,071 5,489 Supplies and other 8,112 4,201 $ 29,712 $ 16,155 Accrued liabilities Accrued payroll and benefits $ 60,546 $ 45,690 Value appreciation plans 12,467 7,110 Customer advances 501 243 Other 37,094 24,857 $ 110,608 $ 77,900 |
Note 5 - Fixed Assets
Note 5 - Fixed Assets | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 5. Fixed assets December 31, 2016 Cost Accumulated depreciation Net Land $ 2,520 $ - $ 2,520 Buildings 10,366 4,529 5,837 Vehicles 52,497 33,739 18,758 Furniture and equipment 54,194 37,807 16,387 Computer equipment and software 81,516 59,896 21,620 Leasehold improvements 23,550 15,589 7,961 $ 224,643 $ 151,560 $ 73,083 December 31, 2015 Cost Accumulated depreciation Net Land $ 2,519 $ - $ 2,519 Buildings 10,231 4,028 6,203 Vehicles 35,983 26,031 9,952 Furniture and equipment 43,399 29,435 13,964 Computer equipment and software 69,405 48,628 20,777 Leasehold improvements 20,737 16,577 4,160 $ 182,274 $ 124,699 $ 57,575 Included in fixed assets are vehicles, office and computer equipment under capital lease at a cost of $6,548 (2015 - $4,462) and net book value of $2,826 (2015 - $2,877). |
Note 6 - Intangible Assets
Note 6 - Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | 6. Intangible assets December 31, 2016 Gross carrying amount Accumulated amortization Net Customer lists and relationships $ 104,258 $ 34,161 $ 70,097 Franchise rights 39,137 17,230 21,907 Trademarks and trade names 26,069 11,825 14,244 Management contracts and other 36,515 21,648 14,867 $ 205,979 $ 84,864 $ 121,115 December 31, 2015 Gross carrying amount Accumulated amortization Net Customer lists and relationships $ 75,279 $ 28,816 $ 46,463 Franchise rights 36,539 15,195 21,344 Trademarks and trade names 22,002 11,147 10,855 Management contracts and other 16,648 15,832 816 $ 150,468 $ 70,990 $ 79,478 During the year ended December 31, 2016, the Company acquired the following intangible assets: Amount Estimated weighted average amortization period (years) Customer lists and relationships $ 32,322 17.8 Franchise rights 2,449 5.2 Trademarks and trade names 4,615 5.5 Management Contracts and other 15,052 14.8 $ 54,438 15.3 The following is the estimated annual amortization expense for recorded intangible assets for each of the next five years ending December 31: 2017 $ 12,974 2018 12,179 2019 11,887 2020 11,337 2021 9,422 |
Note 7 - Goodwill
Note 7 - Goodwill | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Goodwill Disclosure [Text Block] | 7. Goodwill FirstService FirstService Residential Brands Consolidated Balance, December 31, 2014 $ 165,390 $ 52,043 $ 217,433 Goodwill acquired during the year 4,794 2,146 6,940 Other items 157 - 157 Foreign exchange (2,892 ) (992 ) (3,884 ) Balance, December 31, 2015 167,449 53,197 220,646 Goodwill acquired during the year 5,696 38,959 44,655 Other items 18 169 187 Foreign exchange 510 168 678 Balance, December 31, 2016 $ 173,673 $ 92,493 $ 266,166 A test for goodwill impairment is required to be completed annually, in the Company’s case as of August 1, or more frequently if events or changes in circumstances indicate the asset might be impaired. No 2016 or 2015. |
Note 8 - Long-term Debt
Note 8 - Long-term Debt | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | 8. Long-term debt December 31, 2016 Revolving credit facility $ 96,688 3.84% Notes 150,000 Capital leases maturing at various dates through 2021 1,188 Other long-term debt maturing at various dates up to 2023 3,033 250,909 Less: current portion 1,043 Long-term debt - non-current $ 249,866 The Company has $150 million of senior secured notes (the “Senior Notes”) bearing interest at a rate of 3.84%. The Senior Notes are due on January 16, 2025, with five annual equal repayments beginning on January 16, 2021. The Company has a credit agreement with a syndicate of banks to provide a committed multi-currency revolving credit facility (the “Facility”) of $200 million. The Facility has a 5 -year term ending June 1, 2020 and bears interest at 1.25% to 2.50% over floating reference rates, depending on certain leverage ratios. The weighted average interest rate for 2016 was 2.2%. The revolving credit facility had $97,114 of available un-drawn credit as at December 31, 2016. As of December 31, 2016, letters of credit in the amount of $6,198 were outstanding ($5,918 as at December 31, 2015). The Facility requires a commitment fee of 0.25% to 0.50% of the unused portion, depending on certain leverage ratios. At any time during the term, the Company has the right to increase the Facility by up to $50 million, on the same terms and conditions as the original Facility. The Facility is available to fund working capital requirements and other general corporate purposes. The Facility and the Senior Notes rank equally in terms of seniority. The Company has granted the lenders under the Facility and holders of the Senior Notes various collateral, including an interest in all of the assets of the Company. The covenants under the Facility and the Senior Notes require the Company to maintain certain ratios, including financial leverage, interest coverage and net worth. The Company is limited from undertaking certain mergers, acquisitions and dispositions without prior approval. The effective interest rate on the Company’s long-term debt for the year ended December 31, 2016 was 3.9%. The estimated aggregate amount of principal repayments on long-term debt required in each of the next five years ending December 31 and thereafter to meet the retirement provisions are as follows: 2017 $ 1,043 2018 795 2019 547 2020 97,237 2021 and thereafter 151,287 |
Note 9 - Redeemable Non-control
Note 9 - Redeemable Non-controlling Interests | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Noncontrolling Interest Disclosure [Text Block] | 9. Redeemable non-controlling interests The minority equity positions in the Company’s subsidiaries are referred to as redeemable non-controlling interests (“RNCI”). The RNCI are considered to be redeemable securities. Accordingly, the RNCI is recorded at the greater of (i) the redemption amount or (ii) the amount initially recorded as RNCI at the date of inception of the minority equity position. This amount is recorded in the “mezzanine” section of the balance sheet, outside of shareholders’ equity. Changes in the RNCI amount are recognized immediately as they occur. The following table provides a reconciliation of the beginning and ending RNCI amounts: 2016 2015 Balance, January 1 $ 77,559 $ 80,926 RNCI share of earnings 5,238 4,560 RNCI redemption increment 15,408 12,243 Distributions paid to RNCI (4,985 ) (3,602 ) Purchases of interests from RNCI, net (1,057 ) (17,817 ) RNCI recognized on business acquisitions 10,612 1,696 Other (423 ) (447 ) Balance, December 31 $ 102,352 $ 77,559 The Company has shareholders’ agreements in place at each of its non-wholly owned subsidiaries. These agreements allow the Company to “call” the non-controlling interest at a price determined with the use of a formula price, which is usually equal to a fixed multiple of average annual net earnings before extraordinary items, income taxes, interest, depreciation, and amortization. The agreements also have redemption features which allow the owners of the RNCI to “put” their equity to the Company at the same price subject to certain limitations. The formula price is referred to as the redemption amount and may December 31, 2016 $100,569 (2015 $76,332). December 31, 2016, 2,200,000 $0.48 December 31, 2016. |
Note 10 - Capital Stock
Note 10 - Capital Stock | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 10. Capital stock The authorized capital stock of the Company is as follows: An unlimited number of Preferred Shares; 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 issued and outstanding: Subordinate Voting Shares Multiple Voting Shares Total Common Shares Number Amount Number Amount Number Amount Balance, December 31, 2016 34,516,917 $ 138,041 1,325,694 $ 148 35,842,611 $ 138,189 Pursuant to the amended management services agreement with the Company dated and effective as of the 1st day of June, 2015, the Company agreed to make payments to a company (“FC Co”) indirectly owned by its Founder and Chairman that are contingent upon an arm’s length sale of control of the Company or upon a distribution of the Company’s assets to its shareholders. The payment amounts will be determined with reference to the consideration per Subordinate Voting Share received or deemed received by shareholders upon an arm’s length sale or upon a distribution of assets. The right to receive the payments may be transferred to person(s) who are not at arm’s length to FC Co. The agreement provides for FC Co to receive the following two payments. The first payment is an amount equal to 5% of the product of: (i) the total number of Subordinate and Multiple Voting Shares outstanding on a fully diluted basis at the time of the sale or distribution; and (ii) the per share consideration received or deemed received by holders of Subordinate Voting Shares minus a base price of C$2.351. The second payment is an amount equal to 5% of the product of: (i) the total number of Subordinate and Multiple Voting Shares outstanding on a fully diluted basis at the time of the sale or distribution; and (ii) the per share consideration received or deemed received by holders of Subordinate Voting Shares minus a base price of C$4.578. Assuming an arm’s length sale of control of the Company had occurred on December 31, 2016, the aggregate amount required to be paid to FC Co, based on a market price of C$63.74 (being the closing price per Subordinate Voting Share on the Toronto Stock Exchange on December 31, 2016), would have been US$166,976. |
Note 11 - Stock-based Compensat
Note 11 - Stock-based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 11. Stock-based compensation The Company has a stock option plan for certain officers and key full-time employees 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 five one December 31, 2016, 1,148,500 Grants under the Company’s stock option plan are equity-classified awards. Stock option activity for the year ended December 31, 2016 Number of Weighted Weighted average Aggregate Shares issuable under options - Beginning of period 1,211,250 $ 18.51 Granted 328,500 36.08 Exercised (133,600 ) 14.12 Forfeited (54,750 ) 22.58 Shares issuable under options - December 31, 2016 1,351,400 $ 23.05 2.5 $ 33,011 Options exercisable - End of period 505,000 $ 17.49 1.6 $ 15,143 The Company incurred stock-based compensation expense related to these awards of $2,744 December 31, 2016 (2015 $2,159). As at December 31, 2016, $11.02 $44.01 December 31, 2016, $33,011 2.5 The following table summarizes information about option exercises during year ended December 31, 2016: 2016 Number of options exercised 133,600 Aggregate fair value $ 5,516 Intrinsic value 3,630 Amount of cash received 1,886 Tax benefit recognized $ 1,270 As at December 31, 2016, $2,574 4 December 31, 2016, $7,908 (2015 $1,576). The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model, utilizing the following weighted average assumptions: 2016 Risk free rate 1.1 % Expected life in years 4.75 Expected volatility 32.2 % Dividend yield 1.0 % Weighted average fair value per option granted $ 9.68 The risk-free interest rate is based on the implied yield of a zero four |
Note 12 - Income Tax
Note 12 - Income Tax | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 12. Income tax Income tax differs from the amounts that would be obtained by applying the statutory rate to the respective year’s earnings before tax. Differences result from the following items: 2016 2015 Income tax expense using combined statutory rate of 26.5% (2015 - 26.5%, 2014 - 26.5%) $ 21,632 $ 16,326 Permanent differences 434 488 Tax effect of flow through entities (243 ) (230 ) Impact of changes in foreign exchange rates - (10 ) Adjustments to tax liabilities for prior periods (456 ) 1,393 Effects of changes in enacted tax rates - (42 ) Changes in liability for unrecognized tax benefits (156 ) (130 ) Foreign, state and provincial tax rate differential 5,699 3,750 Gain on disposition of preferred shares - 1,246 Other taxes 477 (161 ) Change in valuation allowances - 782 Provision for income taxes as reported $ 27,387 $ 23,412 Earnings before income tax by jurisdiction comprise the following: 2016 2015 Canada $ 16,989 $ 8,590 United States 64,641 53,020 Total $ 81,630 $ 61,610 Income tax expense (recovery) comprises the following: 2016 2015 Current Canada $ 3,689 $ 829 United States 21,945 10,757 25,634 11,586 Deferred Canada (317 ) 1,352 United States 2,070 10,474 1,753 11,826 Total $ 27,387 $ 23,412 The significant components of deferred income tax are as follows: 2016 2015 Deferred income tax assets Loss carry-forwards $ 1,066 $ 6,071 Expenses not currently deductible 18,120 13,245 Stock-based compensation 2,956 2,420 Basis differences of partnerships and other entities 1,047 925 Allowance for doubtful accounts 3,457 2,967 Inventory and other reserves 542 548 27,188 26,176 Deferred income tax liabilities Depreciation and amortization 31,168 13,971 Prepaid and other expenses deducted for tax purposes 1,942 1,782 33,110 15,753 Net deferred income tax asset (liability) before valuation allowance (5,922 ) 10,423 Valuation allowance 756 783 Net deferred income tax asset (liability) $ (6,678 ) $ 9,640 The recoverability of deferred income tax assets is dependent on generating sufficient taxable income before the 20 year loss carry-forward limitation. Although realization is not assured, the Company believes it is more likely than not that the deferred tax asset will be realized. The amount of the deferred tax asset considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry-forward period are reduced. The Company has gross operating loss carry-forwards as follows: Loss carry forward Gross losses not recognized Net 2016 2015 2016 2015 2016 2015 Canada $ 2,082 $ 3,234 $ - $ - $ 2,082 $ 3,234 United States 7,902 21,472 6,470 6,470 1,432 15,002 These amounts above are available to reduce future federal and provincial income taxes in their respective jurisdictions. Net operating loss carry-forward balances attributable to the United States and Canada expire over the next 6 to 20 years. Cumulative unremitted earnings of US and foreign subsidiaries approximated $297,631 as at December 31, 2016 (2015 - $267,899). Income tax is not provided on the unremitted earnings of US and foreign subsidiaries because it has been the practice and is the intention of the Company to reinvest these earnings indefinitely in these subsidiaries. A reconciliation of the beginning and ending amounts of the liability for unrecognized tax benefits is as follows: Balance, December 31, 2014 $ 494 Reduction for lapses in applicable statutes of limitations (202 ) Balance, December 31, 2015 292 Increases based on tax positions related to 2016 (144 ) Balance, December 31, 2016 $ 148 Of the $148 (2015 - $292) in gross unrecognized tax benefits, $148, (2015 - $292) would affect the Company’s effective tax rate if recognized. For the year ended December 31, 2016, a recovery of $12 in interest and penalties related to provisions for income tax was recorded in income tax expense (2015 - recovery of $34). As at December 31, 2016, the Company had accrued $38 (2015 - $50) for potential income tax related interest and penalties. The Company’s significant tax jurisdictions include the United States and Canada. The number of years with open tax audits varies depending on the tax jurisdictions. Generally, income tax returns filed with the Canada Revenue Agency and related provinces are open for three to four years and income tax returns filed with the U.S. Internal Revenue Service and related states are open for three to five years. The Company does not currently expect any other material impact on earnings to result from the resolution of matters related to open taxation years, other than noted above. Actual settlements may differ from the amounts accrued. The Company has, as part of its analysis, made its current estimates based on facts and circumstances known to date and cannot predict changes in facts and circumstances that may affect its current estimates. |
Note 13 - Net Earnings Per Comm
Note 13 - Net Earnings Per Common Share | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 13. Net earnings per common share The following table reconciles the denominator used to calculate earnings per common share: 2016 2015 Shares issued and outstanding at beginning of period 35,939,011 35,970,605 Weighted average number of shares: Issued during the period 72,023 129,867 Repurchased during the period (45,247 ) (87,214 ) Weighted average number of shares used in computing basic earnings per share 35,965,787 36,013,258 Assumed exercise of stock options, net of shares assumed acquired under the Treasury Stock Method 399,997 411,769 Number of shares used in computing diluted earnings per share 36,365,784 36,425,027 |
Note 14 - Other Supplemental In
Note 14 - Other Supplemental Information | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Additional Financial Information Disclosure [Text Block] | 14. Other supplemental information 2016 2015 Franchisor operations Revenues $ 105,077 $ 98,376 Operating earnings 31,807 27,707 Initial franchise fee revenues 6,054 5,474 Depreciation and amortization 3,923 3,533 Total assets 98,816 86,982 Cash payments made during the period Income taxes $ 9,968 $ 3,358 Interest 8,648 4,366 Non-cash financing activities Increases in capital lease obligations $ 1,785 $ 1,217 Other expenses Rent expense $ 25,422 $ 20,229 |
Note 15 - Financial Instruments
Note 15 - Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Financial Instruments Disclosure [Text Block] | 15. Financial instruments Concentration of credit risk The Company is subject to credit risk with respect to its cash and cash equivalents, accounts receivable and other receivables. Concentrations of credit risk with respect to cash and cash equivalents are limited by the use of multiple large and reputable banks. Concentrations of credit risk with respect to the receivables are limited due to the large number of entities comprising the Company’s customer base and their dispersion across many different service lines. Interest rate risk The Company maintains an interest rate risk management strategy that uses interest rate hedging contracts from time to time. The Company’s specific goals are to: (i) manage interest rate sensitivity by modifying the characteristics of its debt and (ii) lower the long-term cost of its borrowed funds. Fluctuations in interest rates affect the fair value of the hedging contracts as their value depends on the prevailing market interest rate. Hedging contracts are monitored on a monthly basis. Foreign currency risk Foreign currency risk is related to the portion of the Company’s business transactions denominated in currencies other than U.S. dollars. A portion of revenue is generated by the Company’s Canadian operations. The Company’s head office expenses are incurred in Canadian dollars which is hedged by Canadian dollar denominated revenue. Fair values of financial instruments The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2016: Carrying value at Fair value measurements December 31, 2016 Level 1 Level 2 Level 3 Contingent consideration liability $ 10,442 $ - $ - $ 10,442 The inputs to the measurement of the fair value of contingent consideration related to acquisitions are Level 3 inputs. The fair value measurements were made using a discounted cash flow model; significant model inputs were expected future operating cash flows (determined with reference to each specific acquired business) and discount rates (which range from 8% to 10%). The range of discount rates is attributable to level of risk related to economic growth factors combined with the length of the contingent payment periods; and the dispersion was driven by unique characteristics of the businesses acquired and the respective terms for these contingent payments. Within the range of discount rates, there is a data point concentration at 9%. A 2% increase in the weighted average discount rate would reduce the fair value of contingent consideration by $219. Balance, December 31, 2015 $ 3,316 Amounts recognized on acquisitions 9,998 Fair value adjustments (621 ) Resolved and settled in cash (2,490 ) Other 239 Balance, December 31, 2016 $ 10,442 Less: current portion $ 2,882 Non-current portion $ 7,560 The carrying amounts for cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities approximate fair values due to the short maturity of these instruments, unless otherwise indicated. The inputs to the measurement of the fair value of long term debt are Level 3 inputs. The fair value measurements were made using a net present value approach; significant model inputs were expected future cash outflows and discount rates (which range from 2.0% to 2.5%). The following are estimates of the fair values for other financial instruments: 2016 2015 Carrying amount Fair value Carrying amount Fair value Other receivables $ 3,796 $ 3,796 $ 3,833 $ 3,833 Long-term debt 250,909 263,660 201,199 216,788 Other receivables include notes receivable from non-controlling shareholders and other non-current receivables. |
Note 16 - Commitments and Conti
Note 16 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 16. Commitments and contingencies (a) Lease commitments Minimum operating lease payments are as follows: Year ended December 31 2017 $ 21,783 2018 17,463 2019 14,395 2020 12,046 2021 8,849 Thereafter 10,620 (b) Contingencies In the normal course of operations, the Company is subject to routine claims and litigation incidental to its business. Litigation currently pending or threatened against the Company includes disputes with former employees and commercial liability claims related to services provided by the Company. The Company believes resolution of such proceedings, combined with amounts set aside, will not have a material impact on the Company’s financial condition or the results of operations. |
Note 17 - Related Party Transac
Note 17 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 17. Related party transactions The Company has entered into office space rental arrangements and property management contracts with senior managers of certain subsidiaries. These senior managers are usually also minority shareholders of the subsidiaries. The business purpose of the transactions is to rent office space for the Company and to generate property management revenues for the Company. The recorded amount of the rent expense for the year ended December 31, 2016 was $0.6 million (2015 - $0.4 million). These amounts are settled monthly in cash, and are priced at market rates. The rental arrangements have fixed terms of up to 10 years. As at December 31, 2016, the Company had $2.5 million of loans receivable from minority shareholders (December 31, 2015 - $2.3 million). The business purpose of the loans receivable was to finance the sale of non-controlling interests in subsidiaries to senior managers. The loan amounts are measured based on the formula price of the underlying non-controlling interests, and interest rates are determined based on the Company’s cost of borrowing plus a spread. The loans generally have terms of 5 to 10 years, but are open for repayment without penalty at any time. In conjunction with the spin-off transaction on June 1, 2015, the Company entered into transition services agreement with Colliers which set out the terms under which certain administrative services, rent and other expenses would be allocated. The Company paid $0.3 million in rent to Colliers for the year ended December 31, 2016. During the period from the spin-off date to December 31, 2015, the amount was $0.2 million. |
Note 18 - Segmented Information
Note 18 - Segmented Information | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 18. Segmented information Operating segments The Company has two reportable operating segments. The segments are grouped with reference to the nature of services provided and the types of clients that use those services. The Company assesses each segment’s performance based on operating earnings or operating earnings before depreciation and amortization. FirstService Residential provides property management and related property services to residential communities in North America. FirstService Brands provides franchised and Company-owned property services to customers in North America. Corporate includes the costs of operating the Company’s corporate head office. The reportable segment information excludes intersegment transactions. 2016 FirstService Residential FirstService Brands Corporate Consolidated Revenues $ 1,112,820 $ 370,069 $ - $ 1,482,889 Depreciation and amortization 20,924 15,982 63 36,969 Operating earnings (loss) 62,539 41,173 (13,162 ) 90,550 Other income, net 232 Interest expense, net (9,152 ) Income taxes (27,387 ) Net earnings $ 54,243 Total assets $ 371,780 $ 393,321 $ 5,863 $ 770,964 Total additions to long lived assets 25,039 114,178 - 139,217 2015 FirstService Residential FirstService Brands Corporate Consolidated Revenues $ 1,017,506 $ 246,571 $ - $ 1,264,077 Depreciation and amortization 21,041 7,840 103 28,984 Operating earnings (loss) 47,550 35,079 (11,882 ) 70,747 Other expense, net (60 ) Interest expense, net (9,077 ) Income taxes (23,412 ) Net earnings $ 38,198 Total assets $ 349,507 $ 239,394 $ 11,582 $ 600,483 Total additions to long lived assets 22,006 8,541 53 30,600 Geographic information Revenues in each geographic region are reported by customer locations. 2016 2015 United States Revenues $ 1,393,950 $ 1,181,435 Total long-lived assets 420,087 321,279 Canada Revenues $ 88,939 $ 82,642 Total long-lived assets 40,277 36,420 Consolidated Revenues $ 1,482,889 $ 1,264,077 Total long-lived assets 460,364 357,699 |
Note 19 - Impact of Recently Is
Note 19 - Impact of Recently Issued Accounting Standards | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | 19. Impact of recently issued accounting standards In May 2014, 2014 09, Revenue from Contracts with Customers January 1, 2018. In February 2016, 2016 02, Leases January 1, 2019, In November 2016, 2016 18, Restricted Cash January 1, 2018 In January 2017, 2017 05, Simplifying the Accounting for Goodwill Impairment 2 one zero zero January 1, 2017. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Basis of consolidation The consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and those variable interest entities where the Company is the primary beneficiary. Where the Company does not have a controlling interest but has the ability to exert significant influence, the equity method is used. Inter-company transactions and accounts are eliminated on consolidation. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents Cash equivalents consist of short-term interest-bearing securities, which are readily convertible into cash and have original maturities at the date of purchase of three |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted cash Restricted cash consists of cash over which the Company has legal ownership but is restricted as to its availability or intended use, including funds held on behalf of clients and franchisees. |
Inventory, Policy [Policy Text Block] | Inventories Inventories are carried at the lower of cost and market. Cost is determined using the weighted average method. Work-in-progress inventory relates to construction contracts and real estate project management projects in process and are accounted for using the percentage of completion method. |
Property, Plant and Equipment, Policy [Policy Text Block] | Fixed assets Fixed assets are carried at cost less accumulated depreciation. The costs of additions and improvements are capitalized, while maintenance and repairs are expensed as incurred. Fixed assets are reviewed for impairment whenever events or circumstances indicate that the carrying value of an asset group may : Buildings 20 40 Vehicles 3 5 Furniture and equipment 3 10 Computer equipment and software 3 5 Leasehold improvements term of the lease to a maximum of 10 |
Fair Value Measurement, Policy [Policy Text Block] | Fair value The Company uses the fair value measurements framework for financial assets and liabilities and for non-financial assets and liabilities that are recognized or disclosed at fair value on a non-recurring basis. The framework defines fair value, gives guidance for measurement and disclosure, and establishes a three three Level 1 Level 2 Level 3 |
Deferred Charges, Policy [Policy Text Block] | Financing fees Financing fees related to the revolving credit facility and Senior Notes are deferred and amortized to interest expense using the effective interest method. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill and intangible assets Goodwill represents the excess of purchase price over the fair value of assets acquired and liabilities assumed in a business combination and is not subject to amortization. Intangible assets are recorded at fair value on the date they are acquired. Indefinite life intangible assets are not subject to amortization. Where lives are finite, they are amortized over their estimated useful lives as follows: Customer lists and relationships straight-line over 4 20 Franchise rights by pattern of use, currently estimated at 2.5% 15% Trademarks and trade names straight-line over 5 35 Management contracts and other straight-line over life of contract ranging from 2 15 Backlog straight-line over 6 12 The Company reviews the carrying value of finite life intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may Goodwill and indefinite life intangible assets are tested for impairment annually, on August 1, Impairment of goodwill is tested at the reporting unit level. The Company has six first two first 3 second Impairment of indefinite life intangible assets is tested by comparing the carrying amount to the estimated fair value on an individual intangible asset basis. |
Consolidation, Subsidiaries or Other Investments, Consolidated Entities, Policy [Policy Text Block] | Redeemable non-controlling interests Redeemable non-controlling interests (“RNCI”) are recorded at the greater of (i) the redemption amount or (ii) the amount initially recorded as RNCI at the date of inception of the minority equity position. This amount is recorded in the “mezzanine” section of the balance sheet, outside of shareholders’ equity. Changes in the RNCI amount are recognized immediately as they occur. |
Revenue Recognition, Policy [Policy Text Block] | Revenue recognition and unearned revenues (a) Franchisor operations The Company operates several franchise systems within its FirstService Brands segment. Initial franchise fees are recognized when all material services or conditions related to the sale of the franchise have been performed or satisfied. Royalty revenues are recognized based on a contracted percentage of franchisee revenues, as reported by the franchisees. Revenues from administrative and other support services, as applicable, are recognized as the services are provided. (b) Revenues from construction contracts and service operations other than franchisor operations Revenues are recognized at the time the service is rendered. Certain services including but not limited to construction contracts and real estate project management projects in process, are recognized on the percentage of completion method, in the ratio of actual costs to total estimated contract costs. In cases where anticipated costs to complete a project exceed the revenue to be recognized, a provision for the additional estimated losses is recorded in the period when the loss becomes apparent. Amounts received from customers in advance of services being provided are recorded as unearned revenues when received. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-based compensation For equity classified awards, compensation cost is measured at the grant date based on the estimated fair value of the award. The related stock option compensation expense is allocated using the graded attribution method. |
Notional Value Appreciation Plan [Policy Text Block] | Notional value appreciation plans Under these plans, subsidiary employees are compensated if the notional value of the subsidiary increases. Awards under these plans generally have a term of up to fifteen five |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign currency translation Assets, liabilities and operations of foreign subsidiaries are recorded based on the functional currency of each entity. For certain foreign operations, the functional currency is the local currency, in which case the assets, liabilities and operations are translated at current exchange rates from the local currency to the reporting currency, the US dollar. The resulting unrealized gains or losses are reported as a component of accumulated other comprehensive earnings. Realized and unrealized foreign currency gains or losses related to any foreign dollar denominated monetary assets and liabilities are included in net earnings. |
Income Tax, Policy [Policy Text Block] | Income tax Income tax has been provided using the asset and liability method whereby deferred income tax assets and liabilities are recognized for the expected future income tax consequences of events that have been recognized in the consolidated financial statements or income tax returns. Deferred income tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which temporary differences are expected to reverse, be recovered or settled. The effect on deferred income tax assets and liabilities of a change in income tax rates is recognized in earnings in the period in which the change occurs. A valuation allowance is recorded unless it is more likely than not that realization of a deferred income tax asset will occur based on available evidence. The Company recognizes uncertainty in tax positions taken or expected to be taken in a tax return by recording a liability for unrecognized tax benefits on its balance sheet. Uncertainties are quantified by applying a prescribed recognition threshold and measurement attribute. The Company classifies interest and penalties associated with income tax positions in income tax expense. |
Business Combinations Policy [Policy Text Block] | Business combinations All business combinations are accounted for using the purchase method of accounting. Transaction costs are expensed as incurred. The fair value of the contingent consideration is classified as a financial liability and is recorded on the balance sheet at the acquisition date and is re-measured at fair value at the end of each period until the end of the contingency period, with fair value adjustments recognized in earnings. |
Note 3 - Acquisitions (Tables)
Note 3 - Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Aggregate Current assets $ 40,022 Long-term assets 10,282 Current liabilities (19,299 ) Long-term liabilities (556 ) Deferred Tax Liabilities (14,646 ) Redeemable non-controlling interest (10,612 ) $ 5,191 Note consideration $ (3,434 ) Cash consideration, net of cash acquired of $5,002 (90,852 ) Acquisition date fair value of contingent consideration (9,998 ) Total purchase consideration $ (104,284 ) Acquired intangible assets $ 54,438 Goodwill $ 44,655 Aggregate Acquisitions Current assets $ 2,502 Non-current assets 2,000 Current liabilities (1,689 ) Long-term liabilities (64 ) Redeemable non-controlling interest (1,696 ) $ 1,053 Cash consideration, net of cash acquired of $175 $ (12,340 ) Acquisition date fair value of contingent consideration (4,544 ) Total purchase consideration $ (16,884 ) Acquired intangible assets $ 8,891 Goodwill $ 6,940 |
Business Acquisition, Pro Forma Information [Table Text Block] | Revenues Net earnings Actual from acquired entities for 2016 $ 128,244 $ 2,375 Supplemental pro forma for 2016 (unaudited) 1,568,434 57,053 Supplemental pro forma for 2015 (unaudited) 1,475,739 44,047 |
Note 4 - Components of Workin29
Note 4 - Components of Working Capital Accounts (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | December 31, December 31, Inventories Work-in-progress $ 15,529 $ 6,465 Finished goods 6,071 5,489 Supplies and other 8,112 4,201 $ 29,712 $ 16,155 Accrued liabilities Accrued payroll and benefits $ 60,546 $ 45,690 Value appreciation plans 12,467 7,110 Customer advances 501 243 Other 37,094 24,857 $ 110,608 $ 77,900 |
Note 5 - Fixed Assets (Tables)
Note 5 - Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, 2016 Cost Accumulated Net Land $ 2,520 $ - $ 2,520 Buildings 10,366 4,529 5,837 Vehicles 52,497 33,739 18,758 Furniture and equipment 54,194 37,807 16,387 Computer equipment and software 81,516 59,896 21,620 Leasehold improvements 23,550 15,589 7,961 $ 224,643 $ 151,560 $ 73,083 December 31, 2015 Cost Accumulated Net Land $ 2,519 $ - $ 2,519 Buildings 10,231 4,028 6,203 Vehicles 35,983 26,031 9,952 Furniture and equipment 43,399 29,435 13,964 Computer equipment and software 69,405 48,628 20,777 Leasehold improvements 20,737 16,577 4,160 $ 182,274 $ 124,699 $ 57,575 |
Note 6 - Intangible Assets (Tab
Note 6 - Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | December 31, 2016 Gross Accumulated Net Customer lists and relationships $ 104,258 $ 34,161 $ 70,097 Franchise rights 39,137 17,230 21,907 Trademarks and trade names 26,069 11,825 14,244 Management contracts and other 36,515 21,648 14,867 $ 205,979 $ 84,864 $ 121,115 December 31, 2015 Gross Accumulated Net Customer lists and relationships $ 75,279 $ 28,816 $ 46,463 Franchise rights 36,539 15,195 21,344 Trademarks and trade names 22,002 11,147 10,855 Management contracts and other 16,648 15,832 816 $ 150,468 $ 70,990 $ 79,478 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | Amount Estimated Customer lists and relationships $ 32,322 17.8 Franchise rights 2,449 5.2 Trademarks and trade names 4,615 5.5 Management Contracts and other 15,052 14.8 $ 54,438 15.3 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2017 $ 12,974 2018 12,179 2019 11,887 2020 11,337 2021 9,422 |
Note 7 - Goodwill (Tables)
Note 7 - Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | FirstService FirstService Residential Brands Consolidated Balance, December 31, 2014 $ 165,390 $ 52,043 $ 217,433 Goodwill acquired during the year 4,794 2,146 6,940 Other items 157 - 157 Foreign exchange (2,892 ) (992 ) (3,884 ) Balance, December 31, 2015 167,449 53,197 220,646 Goodwill acquired during the year 5,696 38,959 44,655 Other items 18 169 187 Foreign exchange 510 168 678 Balance, December 31, 2016 $ 173,673 $ 92,493 $ 266,166 |
Note 8 - Long-term Debt (Tables
Note 8 - Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | December 31, Revolving credit facility $ 96,688 3.84% Notes 150,000 Capital leases maturing at various dates through 2021 1,188 Other long-term debt maturing at various dates up to 2023 3,033 250,909 Less: current portion 1,043 Long-term debt - non-current $ 249,866 |
Schedule of Maturities of Long-term Debt [Table Text Block] | 2017 $ 1,043 2018 795 2019 547 2020 97,237 2021 and thereafter 151,287 |
Note 9 - Redeemable Non-contr34
Note 9 - Redeemable Non-controlling Interests (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Redeemable Noncontrolling Interest [Table Text Block] | 2016 2015 Balance, January 1 $ 77,559 $ 80,926 RNCI share of earnings 5,238 4,560 RNCI redemption increment 15,408 12,243 Distributions paid to RNCI (4,985 ) (3,602 ) Purchases of interests from RNCI, net (1,057 ) (17,817 ) RNCI recognized on business acquisitions 10,612 1,696 Other (423 ) (447 ) Balance, December 31 $ 102,352 $ 77,559 |
Note 10 - Capital Stock (Tables
Note 10 - Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Stock by Class [Table Text Block] | Subordinate Voting Shares Multiple Voting Shares Total Common Shares Number Amount Number Amount Number Amount Balance, December 31, 2016 34,516,917 $ 138,041 1,325,694 $ 148 35,842,611 $ 138,189 |
Note 11 - Stock-based Compens36
Note 11 - Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Weighted Weighted average Aggregate Shares issuable under options - Beginning of period 1,211,250 $ 18.51 Granted 328,500 36.08 Exercised (133,600 ) 14.12 Forfeited (54,750 ) 22.58 Shares issuable under options - December 31, 2016 1,351,400 $ 23.05 2.5 $ 33,011 Options exercisable - End of period 505,000 $ 17.49 1.6 $ 15,143 |
Stock Options Exercised [Table Text Block] | 2016 Number of options exercised 133,600 Aggregate fair value $ 5,516 Intrinsic value 3,630 Amount of cash received 1,886 Tax benefit recognized $ 1,270 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2016 Risk free rate 1.1 % Expected life in years 4.75 Expected volatility 32.2 % Dividend yield 1.0 % Weighted average fair value per option granted $ 9.68 |
Note 12 - Income Tax (Tables)
Note 12 - Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2016 2015 Income tax expense using combined statutory rate of 26.5% (2015 - 26.5%, 2014 - 26.5%) $ 21,632 $ 16,326 Permanent differences 434 488 Tax effect of flow through entities (243 ) (230 ) Impact of changes in foreign exchange rates - (10 ) Adjustments to tax liabilities for prior periods (456 ) 1,393 Effects of changes in enacted tax rates - (42 ) Changes in liability for unrecognized tax benefits (156 ) (130 ) Foreign, state and provincial tax rate differential 5,699 3,750 Gain on disposition of preferred shares - 1,246 Other taxes 477 (161 ) Change in valuation allowances - 782 Provision for income taxes as reported $ 27,387 $ 23,412 |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | 2016 2015 Canada $ 16,989 $ 8,590 United States 64,641 53,020 Total $ 81,630 $ 61,610 |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 2016 2015 Current Canada $ 3,689 $ 829 United States 21,945 10,757 25,634 11,586 Deferred Canada (317 ) 1,352 United States 2,070 10,474 1,753 11,826 Total $ 27,387 $ 23,412 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2016 2015 Deferred income tax assets Loss carry-forwards $ 1,066 $ 6,071 Expenses not currently deductible 18,120 13,245 Stock-based compensation 2,956 2,420 Basis differences of partnerships and other entities 1,047 925 Allowance for doubtful accounts 3,457 2,967 Inventory and other reserves 542 548 27,188 26,176 Deferred income tax liabilities Depreciation and amortization 31,168 13,971 Prepaid and other expenses deducted for tax purposes 1,942 1,782 33,110 15,753 Net deferred income tax asset (liability) before valuation allowance (5,922 ) 10,423 Valuation allowance 756 783 Net deferred income tax asset (liability) $ (6,678 ) $ 9,640 |
Summary of Operating Loss Carryforwards [Table Text Block] | Loss carry forward Gross losses not recognized Net 2016 2015 2016 2015 2016 2015 Canada $ 2,082 $ 3,234 $ - $ - $ 2,082 $ 3,234 United States 7,902 21,472 6,470 6,470 1,432 15,002 |
Summary of Income Tax Contingencies [Table Text Block] | Balance, December 31, 2014 $ 494 Reduction for lapses in applicable statutes of limitations (202 ) Balance, December 31, 2015 292 Increases based on tax positions related to 2016 (144 ) Balance, December 31, 2016 $ 148 |
Note 13 - Net Earnings Per Co38
Note 13 - Net Earnings Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | 2016 2015 Shares issued and outstanding at beginning of period 35,939,011 35,970,605 Weighted average number of shares: Issued during the period 72,023 129,867 Repurchased during the period (45,247 ) (87,214 ) Weighted average number of shares used in computing basic earnings per share 35,965,787 36,013,258 Assumed exercise of stock options, net of shares assumed acquired under the Treasury Stock Method 399,997 411,769 Number of shares used in computing diluted earnings per share 36,365,784 36,425,027 |
Note 14 - Other Supplemental 39
Note 14 - Other Supplemental Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Other Supplement Information [Table Text Block] | 2016 2015 Franchisor operations Revenues $ 105,077 $ 98,376 Operating earnings 31,807 27,707 Initial franchise fee revenues 6,054 5,474 Depreciation and amortization 3,923 3,533 Total assets 98,816 86,982 Cash payments made during the period Income taxes $ 9,968 $ 3,358 Interest 8,648 4,366 Non-cash financing activities Increases in capital lease obligations $ 1,785 $ 1,217 Other expenses Rent expense $ 25,422 $ 20,229 |
Note 15 - Financial Instrumen40
Note 15 - Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Carrying value at Fair value measurements December 31, 2016 Level 1 Level 2 Level 3 Contingent consideration liability $ 10,442 $ - $ - $ 10,442 |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | Balance, December 31, 2015 $ 3,316 Amounts recognized on acquisitions 9,998 Fair value adjustments (621 ) Resolved and settled in cash (2,490 ) Other 239 Balance, December 31, 2016 $ 10,442 Less: current portion $ 2,882 Non-current portion $ 7,560 |
Fair Value, by Balance Sheet Grouping [Table Text Block] | 2016 2015 Carrying Fair Carrying Fair Other receivables $ 3,796 $ 3,796 $ 3,833 $ 3,833 Long-term debt 250,909 263,660 201,199 216,788 |
Note 16 - Commitments and Con41
Note 16 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Year ended December 31 2017 $ 21,783 2018 17,463 2019 14,395 2020 12,046 2021 8,849 Thereafter 10,620 |
Note 18 - Segmented Informati42
Note 18 - Segmented Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | 2016 FirstService FirstService Corporate Consolidated Revenues $ 1,112,820 $ 370,069 $ - $ 1,482,889 Depreciation and amortization 20,924 15,982 63 36,969 Operating earnings (loss) 62,539 41,173 (13,162 ) 90,550 Other income, net 232 Interest expense, net (9,152 ) Income taxes (27,387 ) Net earnings $ 54,243 Total assets $ 371,780 $ 393,321 $ 5,863 $ 770,964 Total additions to long lived assets 25,039 114,178 - 139,217 2015 FirstService FirstService Corporate Consolidated Revenues $ 1,017,506 $ 246,571 $ - $ 1,264,077 Depreciation and amortization 21,041 7,840 103 28,984 Operating earnings (loss) 47,550 35,079 (11,882 ) 70,747 Other expense, net (60 ) Interest expense, net (9,077 ) Income taxes (23,412 ) Net earnings $ 38,198 Total assets $ 349,507 $ 239,394 $ 11,582 $ 600,483 Total additions to long lived assets 22,006 8,541 53 30,600 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | 2016 2015 United States Revenues $ 1,393,950 $ 1,181,435 Total long-lived assets 420,087 321,279 Canada Revenues $ 88,939 $ 82,642 Total long-lived assets 40,277 36,420 Consolidated Revenues $ 1,482,889 $ 1,264,077 Total long-lived assets 460,364 357,699 |
Note 1 - Description of the B43
Note 1 - Description of the Business (Details Textual) | 12 Months Ended |
Dec. 31, 2016 | |
Number of Reportable Segments | 2 |
Note 2 - Summary of Significa44
Note 2 - Summary of Significant Accounting Policies (Details Textual) | 12 Months Ended |
Dec. 31, 2016 | |
Finite-Lived Intangible Asset, Useful Life | 15 years 109 days |
Number of Reporting Units | 6 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years |
Customer Lists and Relationships [Member] | |
Finite-Lived Intangible Asset, Useful Life | 17 years 292 days |
Trademarks and Trade Names [Member] | |
Finite-Lived Intangible Asset, Useful Life | 5 years 182 days |
Minimum [Member] | |
Finite Lived Intangible Asset Useful Life Franchise Rights | 2.50% |
Minimum [Member] | Customer Lists and Relationships [Member] | |
Finite-Lived Intangible Asset, Useful Life | 4 years |
Minimum [Member] | Trademarks and Trade Names [Member] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Minimum [Member] | Management Contracts and Other [Member] | |
Finite-Lived Intangible Asset, Useful Life | 2 years |
Minimum [Member] | Order or Production Backlog [Member] | |
Finite-Lived Intangible Asset, Useful Life | 180 days |
Maximum [Member] | |
Finite Lived Intangible Asset Useful Life Franchise Rights | 15.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 15 years |
Maximum [Member] | Customer Lists and Relationships [Member] | |
Finite-Lived Intangible Asset, Useful Life | 20 years |
Maximum [Member] | Trademarks and Trade Names [Member] | |
Finite-Lived Intangible Asset, Useful Life | 35 years |
Maximum [Member] | Management Contracts and Other [Member] | |
Finite-Lived Intangible Asset, Useful Life | 15 years |
Maximum [Member] | Order or Production Backlog [Member] | |
Finite-Lived Intangible Asset, Useful Life | 1 year |
Building [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 20 years |
Building [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 40 years |
Vehicles [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Vehicles [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 10 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment, Useful Life | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 5 years |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment, Useful Life | 10 years |
Note 3 - Acquisitions (Details
Note 3 - Acquisitions (Details Textual) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Number of Businesses Acquired | 13 | 9 |
Business Combination, Acquisition Related Costs | $ 682 | $ 354 |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (122) | (579) |
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 7,511 | 6,753 |
Business Combination, Contingent Consideration, Liability | 10,442 | |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | 10,207 | |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 12,008 | |
Contingent Consideration Paid | 2,490 | 7,172 |
Fair Value, Inputs, Level 3 [Member] | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (621) | (54) |
Business Combination, Contingent Consideration, Liability | $ 10,442 | $ 3,316 |
FirstService Residential Segment [Member] | ||
Number of Businesses Acquired | 5 | 7 |
FirstService Brands Segment [Member] | ||
Number of Businesses Acquired | 8 | 2 |
FirstService Brands Segment [Member] | California Closets [Member] | ||
Number of Businesses Acquired | 3 | |
FirstService Brands Segment [Member] | Paul Davis Restoration [Member] | ||
Number of Businesses Acquired | 3 | |
FirstService Brands Segment [Member] | California Closets and Paul Davis Restoration [Member] | ||
Number of Businesses Acquired | 6 |
Note 3 - Acquisitions - Acquisi
Note 3 - Acquisitions - Acquisition Details (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill | $ 44,655 | $ 6,940 |
Acquisitions 2016 [Member] | ||
Current assets | 40,022 | |
Long-term assets | 10,282 | |
Current liabilities | (19,299) | |
Long-term liabilities | (556) | |
Deferred Tax Liabilities | (14,646) | |
Redeemable non-controlling interest | (10,612) | |
Business acquisition total | 5,191 | |
Note consideration | (3,434) | |
Cash consideration, net of cash acquired | (90,852) | |
Acquisition date fair value of contingent consideration | (9,998) | |
Total purchase consideration | (104,284) | |
Acquired intangible assets | 54,438 | |
Goodwill | 44,655 | |
Non-current assets | $ 10,282 | |
Acquisitions 2015 [Member] | ||
Current assets | 2,502 | |
Long-term assets | 2,000 | |
Current liabilities | (1,689) | |
Long-term liabilities | (64) | |
Redeemable non-controlling interest | (1,696) | |
Business acquisition total | 1,053 | |
Cash consideration, net of cash acquired | (12,340) | |
Acquisition date fair value of contingent consideration | (4,544) | |
Total purchase consideration | (16,884) | |
Acquired intangible assets | 8,891 | |
Goodwill | 6,940 | |
Non-current assets | $ 2,000 |
Note 3 - Acquisitions - Acqui47
Note 3 - Acquisitions - Acquisition Details (Details) (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Acquisitions 2015 [Member] | ||
Cash consideration, net of cash acquired | $ 175 | |
Acquisitions 2016 [Member] | ||
Cash consideration, net of cash acquired | $ 5,002 |
Note 3 - Acquisitions - Busines
Note 3 - Acquisitions - Business Acquisitions, Pro Forma Revenue and Earnings (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Actual from acquired entities for 2016, revenues | $ 128,244 | |
Actual from acquired entities for 2016, net earnings | 2,375 | |
Supplemental pro forma (unaudited), revenues | 1,568,434 | $ 1,475,739 |
Supplemental pro forma (unaudited), net earnings | $ 57,053 | $ 44,047 |
Note 4 - Components of Workin49
Note 4 - Components of Working Capital Accounts - Components of Working Capital Accounts (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Work-in-progress | $ 15,529 | $ 6,465 |
Finished goods | 6,071 | 5,489 |
Supplies and other | 8,112 | 4,201 |
29,712 | 16,155 | |
Accrued payroll and benefits | 60,546 | 45,690 |
Value appreciation plans | 12,467 | 7,110 |
Customer advances | 501 | 243 |
Other | 37,094 | 24,857 |
$ 110,608 | $ 77,900 |
Note 5 - Fixed Assets (Details
Note 5 - Fixed Assets (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Capital Leased Assets, Gross | $ 6,548 | $ 4,462 |
Capital Leases, Balance Sheet, Assets by Major Class, Net | $ 2,826 | $ 2,877 |
Note 5 - Fixed Assets - Compone
Note 5 - Fixed Assets - Components of Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Cost | $ 224,643 | $ 182,274 |
Net | 73,083 | 57,575 |
Accumulated depreciation | 151,560 | 124,699 |
Land [Member] | ||
Cost | 2,520 | 2,519 |
Net | 2,520 | 2,519 |
Building [Member] | ||
Cost | 10,366 | 10,231 |
Net | 5,837 | 6,203 |
Accumulated depreciation | 4,529 | 4,028 |
Vehicles [Member] | ||
Cost | 52,497 | 35,983 |
Net | 18,758 | 9,952 |
Accumulated depreciation | 33,739 | 26,031 |
Furniture and Fixtures [Member] | ||
Cost | 54,194 | 43,399 |
Net | 16,387 | 13,964 |
Accumulated depreciation | 37,807 | 29,435 |
Computer Equipment [Member] | ||
Cost | 81,516 | 69,405 |
Net | 21,620 | 20,777 |
Accumulated depreciation | 59,896 | 48,628 |
Leasehold Improvements [Member] | ||
Cost | 23,550 | 20,737 |
Net | 7,961 | 4,160 |
Accumulated depreciation | $ 15,589 | $ 16,577 |
Note 6 - Intangible Assets - Co
Note 6 - Intangible Assets - Components of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Gross carrying amount | $ 205,979 | $ 150,468 |
Accumulated amortization | 84,864 | 70,990 |
Net | 121,115 | 79,478 |
Customer Lists and Relationships [Member] | ||
Gross carrying amount | 104,258 | 75,279 |
Accumulated amortization | 34,161 | 28,816 |
Net | 70,097 | 46,463 |
Franchise Rights [Member] | ||
Gross carrying amount | 39,137 | 36,539 |
Accumulated amortization | 17,230 | 15,195 |
Net | 21,907 | 21,344 |
Trademarks and Trade Names [Member] | ||
Gross carrying amount | 26,069 | 22,002 |
Accumulated amortization | 11,825 | 11,147 |
Net | 14,244 | 10,855 |
Other Intangible Assets [Member] | ||
Gross carrying amount | 36,515 | 16,648 |
Accumulated amortization | 21,648 | 15,832 |
Net | $ 14,867 | $ 816 |
Note 6 - Intangible Assets - Ac
Note 6 - Intangible Assets - Acquired Intangible Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Amount | $ 54,438 |
Finite-Lived Intangible Asset, Useful Life | 15 years 109 days |
Customer Lists and Relationships [Member] | |
Amount | $ 32,322 |
Finite-Lived Intangible Asset, Useful Life | 17 years 292 days |
Franchise Rights [Member] | |
Amount | $ 2,449 |
Finite-Lived Intangible Asset, Useful Life | 5 years 73 days |
Trademarks and Trade Names [Member] | |
Amount | $ 4,615 |
Finite-Lived Intangible Asset, Useful Life | 5 years 182 days |
Other Intangible Assets [Member] | |
Amount | $ 15,052 |
Finite-Lived Intangible Asset, Useful Life | 14 years 292 days |
Note 6 - Intangible Assets - Es
Note 6 - Intangible Assets - Estimated Annual Amortization Expense for Recorded Intangible Assets (Details) $ in Thousands | Dec. 31, 2016USD ($) |
2,016 | $ 12,974 |
2,017 | 12,179 |
2,018 | 11,887 |
2,019 | 11,337 |
2,020 | $ 9,422 |
Note 7 - Goodwill (Details Text
Note 7 - Goodwill (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Goodwill, Impairment Loss | $ 0 | $ 0 |
Note 7 - Goodwill - Components
Note 7 - Goodwill - Components of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Balance | $ 220,646 | $ 217,433 |
Goodwill acquired during the year | 44,655 | 6,940 |
Other items | 187 | 157 |
Foreign exchange | 678 | (3,884) |
Balance | 266,166 | 220,646 |
FirstService Residential Segment [Member] | ||
Balance | 167,449 | 165,390 |
Goodwill acquired during the year | 5,696 | 4,794 |
Other items | 18 | 157 |
Foreign exchange | 510 | (2,892) |
Balance | 173,673 | 167,449 |
FirstService Brands Segment [Member] | ||
Balance | 53,197 | 52,043 |
Goodwill acquired during the year | 38,959 | 2,146 |
Other items | 169 | |
Foreign exchange | 168 | (992) |
Balance | $ 92,493 | $ 53,197 |
Note 8 - Long-term Debt (Detail
Note 8 - Long-term Debt (Details Textual) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Senior Notes | $ 150,000 | |
Number of Annual Principal Payments | 5 | |
Debt Instrument, Interest Rate, Effective Percentage | 3.90% | |
Revolving Credit Facility [Member] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000 | |
Debt Instrument, Term | 5 years | |
Debt, Weighted Average Interest Rate | 2.20% | |
Line of Credit Facility, Remaining Borrowing Capacity | $ 97,114 | |
Letters of Credit Outstanding, Amount | 6,198 | $ 5,918 |
Line of Credit Facility Additional Borrowing Capacity | $ 50,000 | |
Revolving Credit Facility [Member] | Minimum [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |
Revolving Credit Facility [Member] | Maximum [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% | |
Senior Notes [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 3.84% |
Note 8 - Long-term Debt - Long-
Note 8 - Long-term Debt - Long-term Debt and Convertible Debentures (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Revolving credit facility | $ 96,688 | |
Senior Notes | 150,000 | |
Capital leases maturing at various dates through 2021 | 1,188 | |
Other long-term debt maturing at various dates up to 2023 | 3,033 | |
250,909 | ||
Less: current portion | 1,043 | $ 4,041 |
Long-term debt - non-current | $ 249,866 | $ 197,158 |
Note 8 - Long-term Debt - Lon59
Note 8 - Long-term Debt - Long-term Debt and Convertible Debentures (Details) (Parentheticals) | Dec. 31, 2016 |
Senior Notes [Member] | |
Debt Instrument, Interest Rate, Stated Percentage | 3.84% |
Note 8 - Long-term Debt - Princ
Note 8 - Long-term Debt - Principal Repayments on Long-term Debt (Details) $ in Thousands | Dec. 31, 2016USD ($) |
2,017 | $ 1,043 |
2,018 | 795 |
2,019 | 547 |
2,020 | 97,237 |
2021 and thereafter | $ 151,287 |
Note 9 - Redeemable Non-contr61
Note 9 - Redeemable Non-controlling Interests (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Redeemable Noncontrolling Interest, Equity, Carrying Amount | $ 102,352 | $ 77,559 | $ 80,926 |
Subordinate Non-controlling Interest Shares | 2,200,000 | ||
Potential Increase Decrease to Dilutive Earnings Per Share Put or Call Options Settled with Subordinate Voting Shares | $ 0.48 | ||
Redemption Amount [Member] | |||
Redeemable Noncontrolling Interest, Equity, Carrying Amount | $ 100,569 | $ 76,332 |
Note 9 - Redeemable Non-contr62
Note 9 - Redeemable Non-controlling Interests - Reconciliation of the Beginning and Ending NCI Amounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Balance, January 1 | $ 77,559 | $ 80,926 |
Non-controlling interest share of earnings | 5,238 | 4,560 |
Non-controlling interest redemption increment (note 9) | 15,408 | 12,243 |
Distributions paid to non-controlling interests | (4,985) | (3,602) |
RNCI recognized on business acquisitions | 10,612 | 1,696 |
Less: Comprehensive earnings attributable to non-controlling shareholders | 20,646 | 16,803 |
Balance, December 31 | 102,352 | 77,559 |
Non-controlling Interest Share Of Earnings [Member] | ||
Non-controlling interest share of earnings | 5,238 | 4,560 |
Non-controlling Interest Redemption Increment [Member] | ||
Non-controlling interest redemption increment (note 9) | 15,408 | 12,243 |
Non-controlling Interest Distributions Paid To NCI [Member] | ||
Distributions paid to non-controlling interests | (4,985) | (3,602) |
Non-controlling Interest Purchase Of Interests From NCI Net [Member] | ||
Purchases of interests from RNCI, net | (1,057) | (17,817) |
Non-controlling Interest Share Of Other Comprehensive Earnings [Member] | ||
Less: Comprehensive earnings attributable to non-controlling shareholders | $ (423) | $ (447) |
Note 10 - Capital Stock (Detail
Note 10 - Capital Stock (Details Textual) CAD / shares in Units, $ in Thousands | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016CADCAD / shares | |
FC Co [Member] | First Payment [Member] | |||
Percentage Payment of Shares Outstanding | 5.00% | ||
Payment Formula Base Price | CAD 2.351 | ||
FC Co [Member] | Second Payment [Member] | |||
Percentage Payment of Shares Outstanding | 5.00% | ||
Payment Formula Base Price | CAD 4.578 | ||
Multiple Voting Shares [Member] | |||
Number of Votes for Multiple Voting Shares | 20 | ||
Subordinate Voting Shares [Member] | |||
Share Price | CAD / shares | CAD 63.74 | ||
Contingent Liabiilty Upon Sale of Control | $ | $ 166,976 | $ 166,976 |
Note 10 - Capital Stock - Capit
Note 10 - Capital Stock - Capital Stock Issued and Outstanding (Details) $ in Thousands | Dec. 31, 2016USD ($)shares |
Capital stock issued and outstanding, shares (in shares) | shares | 35,842,611 |
Capital stock issued and outstanding, amount | $ | $ 138,189 |
Subordinate Voting Shares [Member] | |
Capital stock issued and outstanding, shares (in shares) | shares | 34,516,917 |
Capital stock issued and outstanding, amount | $ | $ 138,041 |
Multiple Voting Shares [Member] | |
Capital stock issued and outstanding, shares (in shares) | shares | 1,325,694 |
Capital stock issued and outstanding, amount | $ | $ 148 |
Note 11 - Stock-based Compens65
Note 11 - Stock-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $ 11.02 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 44.01 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 33,011 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 2 years 182 days | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 2,574 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 4 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 7,908 | $ 1,576 |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,148,500 | |
Allocated Share-based Compensation Expense | $ 2,744 | $ 2,159 |
Note 11 - Stock-based Compens66
Note 11 - Stock-based Compensation - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Shares issuable under options - Beginning of period, number of options (in shares) | shares | 1,211,250 |
Shares issuable under options - Beginning of period, weighted average exercise price (in dollars per share) | $ / shares | $ 18.51 |
Granted, number of options (in shares) | shares | 328,500 |
Granted, weighted average exercise price (in dollars per share) | $ / shares | $ 36.08 |
Exercised, number of options (in shares) | shares | (133,600) |
Exercised, weighted average exercise price (in dollars per share) | $ / shares | $ 14.12 |
Forfeited, number of options (in shares) | shares | (54,750) |
Forfeited, weighted average exercise price (in dollars per share) | $ / shares | $ 22.58 |
Shares issuable under options - December 31, 2016, number of options (in shares) | shares | 1,351,400 |
Shares issuable under options - December 31, 2016, weighted average exercise price (in dollars per share) | $ / shares | $ 23.05 |
Shares issuable under options - December 31, 2016, weighted average remaining contractual life (Year) | 2 years 182 days |
Shares issuable under options - December 31, 2016, weighted average remaining contractual life | $ | $ 33,011 |
Options exercisable - End of period, number of options (in shares) | shares | 505,000 |
Options exercisable - End of period, weighted average exercise price (in dollars per share) | $ / shares | $ 17.49 |
Options exercisable - End of period, weighted average remaining contractual life (Year) | 1 year 219 days |
Options exercisable - End of period, weighted average remaining contractual life | $ | $ 15,143 |
Note 11 - Stock-based Compens67
Note 11 - Stock-based Compensation - Options Exercised (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Number of options exercised (in shares) | 133,600 | |
Aggregate fair value | $ 1,906 | $ 6,780 |
Employee Stock Option [Member] | ||
Number of options exercised (in shares) | 133,600 | |
Aggregate fair value | $ 5,516 | |
Intrinsic value | 3,630 | |
Amount of cash received | 1,886 | |
Tax benefit recognized | $ 1,270 |
Note 11 - Stock-based Compens68
Note 11 - Stock-based Compensation - Fair Value of Each Option Grant Assumptions Used (Details) | 12 Months Ended |
Dec. 31, 2016$ / shares | |
Risk free rate | 1.10% |
Expected life in years (Year) | 4 years 273 days |
Expected volatility | 32.20% |
Dividend yield | 1.00% |
Weighted average fair value per option granted (in dollars per share) | $ 9.68 |
Note 12 - Income Tax (Details T
Note 12 - Income Tax (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Tax Credit Carryforward Duration Limit | 20 years | ||
Undistributed Earnings of Foreign Subsidiaries | $ 297,631 | $ 267,899 | |
Unrecognized Tax Benefits | 148 | 292 | $ 494 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 148 | 292 | |
Tax Adjustments, Settlements, and Unusual Provisions | 12 | 34 | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 38 | $ 50 | |
Minimum [Member] | Foreign Tax Authority [Member] | Canada Revenue Agency [Member] | |||
Income Tax Return Examination Period | 3 years | ||
Minimum [Member] | Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | |||
Income Tax Return Examination Period | 3 years | ||
Maximum [Member] | Foreign Tax Authority [Member] | Canada Revenue Agency [Member] | |||
Income Tax Return Examination Period | 4 years | ||
Maximum [Member] | Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | |||
Income Tax Return Examination Period | 5 years | ||
Canada and United States [Member] | Minimum [Member] | |||
Tax Credit Carryforward Duration Limit | 6 years | ||
Canada and United States [Member] | Maximum [Member] | |||
Tax Credit Carryforward Duration Limit | 20 years |
Note 12 - Income Tax - Effectiv
Note 12 - Income Tax - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income tax expense using combined statutory rate of 26.5% (2015 - 26.5%, 2014 - 26.5%) | $ 21,632 | $ 16,326 |
Permanent differences | 434 | 488 |
Tax effect of flow through entities | (243) | (230) |
Impact of changes in foreign exchange rates | (10) | |
Adjustments to tax liabilities for prior periods | (456) | 1,393 |
Effects of changes in enacted tax rates | (42) | |
Changes in liability for unrecognized tax benefits | (156) | (130) |
Foreign, state and provincial tax rate differential | 5,699 | 3,750 |
Gain on disposition of preferred shares | 1,246 | |
Other taxes | 477 | (161) |
Change in valuation allowances | 782 | |
Provision for income taxes as reported | $ 27,387 | $ 23,412 |
Note 12 - Income Tax - Effect71
Note 12 - Income Tax - Effective Income Tax Rate Reconciliation (Details) (Parentheticals) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2013 | |
Income tax expense using combined statutory rate, statutory rate | 26.50% | 26.50% | 26.50% |
Note 12 - Income Tax - Earning
Note 12 - Income Tax - Earning Before Income Tax by Jurisdiction (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings before income tax | $ 81,630 | $ 61,610 |
Canada Revenue Agency [Member] | Foreign Tax Authority [Member] | ||
Earnings before income tax | 16,989 | 8,590 |
Internal Revenue Service (IRS) [Member] | Domestic Tax Authority [Member] | ||
Earnings before income tax | $ 64,641 | $ 53,020 |
Note 12 - Income Tax - Provisio
Note 12 - Income Tax - Provision for (Recovery of) Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current | ||
$ 25,634 | $ 11,586 | |
Deferred | ||
1,753 | 11,826 | |
Total | 27,387 | 23,412 |
Canada Revenue Agency [Member] | ||
Current | ||
Canada | 3,689 | 829 |
Deferred | ||
Canada | (317) | 1,352 |
Internal Revenue Service (IRS) [Member] | ||
Current | ||
United States | 21,945 | 10,757 |
Deferred | ||
United States | $ 2,070 | $ 10,474 |
Note 12 - Income Tax - Deferred
Note 12 - Income Tax - Deferred Income Tax Components (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred income tax assets | ||
Loss carry-forwards | $ 1,066 | $ 6,071 |
Expenses not currently deductible | 18,120 | 13,245 |
Stock-based compensation | 2,956 | 2,420 |
Basis differences of partnerships and other entities | 1,047 | 925 |
Allowance for doubtful accounts | 3,457 | 2,967 |
Inventory and other reserves | 542 | 548 |
27,188 | 26,176 | |
Depreciation and amortization | 31,168 | 13,971 |
Prepaid and other expenses deducted for tax purposes | 1,942 | 1,782 |
33,110 | 15,753 | |
Net deferred income tax asset (liability) before valuation allowance | (5,922) | 10,423 |
Valuation allowance | 756 | 783 |
Net deferred income tax liability, net | $ (6,678) | |
Net deferred income tax asset, net | $ 9,640 |
Note 12 - Income Tax - Gross Op
Note 12 - Income Tax - Gross Operating Loss Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Loss carry forward | $ 1,066 | $ 6,071 |
Foreign Tax Authority [Member] | Canada Revenue Agency [Member] | ||
Loss carry forward | 2,082 | 3,234 |
Valuation allowance | ||
Net | 2,082 | 3,234 |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||
Loss carry forward | 7,902 | 21,472 |
Valuation allowance | 6,470 | 6,470 |
Net | $ 1,432 | $ 15,002 |
Note 12 - Income Tax - Unrecogn
Note 12 - Income Tax - Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Balance | $ 292 | $ 494 |
Reduction for lapses in applicable statutes of limitations | (202) | |
Balance | 148 | $ 292 |
Increases based on tax positions related to 2016 | $ (144) |
Note 13 - Net Earnings Per Co77
Note 13 - Net Earnings Per Common Share - Reconciliation of the Denominator Used to Calculate Earnings Per Common Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Shares issued and outstanding at beginning of period (in shares) | 35,939,011 | 35,970,605 |
Issued during the period (in shares) | 72,023 | 129,867 |
Repurchased during the period (in shares) | (45,247) | (87,214) |
Weighted average number of shares used in computing basic earnings per share (in shares) | 35,965,787 | 36,013,258 |
Assumed exercise of stock options, net of shares assumed acquired under the Treasury Stock Method (in shares) | 399,997 | 411,769 |
Number of shares used in computing diluted earnings per share (in shares) | 36,365,784 | 36,425,027 |
Note 14 - Other Supplemental 78
Note 14 - Other Supplemental Information - Summary of Other Supplemental Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | $ 1,482,889 | $ 1,264,077 |
Operating earnings (loss) | 90,550 | 70,747 |
Total assets | 770,964 | 600,483 |
Cash payments made during the period | ||
Income taxes | 9,968 | 3,358 |
Interest | 8,648 | 4,366 |
Non-cash financing activities | ||
Increases in capital lease obligations | 1,785 | 1,217 |
Other expenses | ||
Operating Leases, Rent Expense | 25,422 | 20,229 |
Franchisor Operations [Member] | ||
Revenues | 105,077 | 98,376 |
Operating earnings (loss) | 31,807 | 27,707 |
Initial franchise fee revenues | 6,054 | 5,474 |
Depreciation and amortization | 3,923 | 3,533 |
Total assets | $ 98,816 | $ 86,982 |
Note 15 - Financial Instrumen79
Note 15 - Financial Instruments (Details Textual) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Contingent Consideration Liability [Member] | |
Fair Value Inputs Discount Rate Data Point Concentration | 9.00% |
Fair Value Inputs Weighted Average Discount Rate Increase | 2.00% |
Reduction in Fair Value of Contingent Consideration Liability | $ 219 |
Minimum [Member] | Contingent Consideration Liability [Member] | |
Fair Value Inputs, Discount Rate | 8.00% |
Minimum [Member] | Fair Values For Other Financial Instruments [Member] | |
Fair Value Inputs, Discount Rate | 2.00% |
Maximum [Member] | Contingent Consideration Liability [Member] | |
Fair Value Inputs, Discount Rate | 10.00% |
Maximum [Member] | Fair Values For Other Financial Instruments [Member] | |
Fair Value Inputs, Discount Rate | 2.50% |
Note 15 - Financial Instrumen80
Note 15 - Financial Instruments - Financial Assets and Liabilities Carried at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Business Combination, Contingent Consideration, Liability | $ 10,442 | |
Fair Value, Inputs, Level 1 [Member] | ||
Business Combination, Contingent Consideration, Liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Business Combination, Contingent Consideration, Liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Business Combination, Contingent Consideration, Liability | $ 10,442 | $ 3,316 |
Note 15 - Financial Instrumen81
Note 15 - Financial Instruments - Change in Fair Value of Contingent Consideration Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (122) | $ (579) |
Balance, December 31, 2016 | 10,442 | |
Less: current portion | 2,882 | 2,206 |
Non-current portion | 7,560 | 1,110 |
Fair Value, Inputs, Level 3 [Member] | ||
Balance, December 31, 2015 | 3,316 | |
Amounts recognized on acquisitions | 9,998 | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (621) | (54) |
Resolved and settled in cash | (2,490) | |
Other | 239 | |
Balance, December 31, 2016 | 10,442 | $ 3,316 |
Less: current portion | 2,882 | |
Non-current portion | $ 7,560 |
Note 15 - Financial Instrumen82
Note 15 - Financial Instruments - Estimated of Fair Values of Other Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Other receivables, carrying amount | $ 3,796 | $ 3,833 |
Other receivables, fair value | 3,796 | 3,833 |
Long-term debt, carrying amount | 250,909 | 201,199 |
Long-term debt, fair value | $ 263,660 | $ 216,788 |
Note 16 Commitments and Conting
Note 16 Commitments and Contingencies - Minimum Operating Lease Payments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
2,017 | $ 21,783 |
2,018 | 17,463 |
2,019 | 14,395 |
2,020 | 12,046 |
2,021 | 8,849 |
Thereafter | $ 10,620 |
Note 17 - Related Party Trans84
Note 17 - Related Party Transactions (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Leases, Rent Expense | $ 25,422 | $ 20,229 |
Due from Related Parties | 2,500 | 2,300 |
Minority Shareholders of Subsidiaries [Member] | ||
Operating Leases, Rent Expense | $ 600 | 400 |
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 10 years | |
Minority Shareholders of Subsidiaries [Member] | Minimum [Member] | ||
Debt Instrument, Term | 5 years | |
Minority Shareholders of Subsidiaries [Member] | Maximum [Member] | ||
Debt Instrument, Term | 10 years | |
Colliers [Member] | ||
Operating Leases, Rent Expense | $ 300 | $ 200 |
Note 18 - Segmented Informati85
Note 18 - Segmented Information (Details Textual) | 12 Months Ended |
Dec. 31, 2016 | |
Number of Operating Segments | 2 |
Note 18 - Segmented Informati86
Note 18 - Segmented Information - Operating Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | $ 1,482,889 | $ 1,264,077 |
Depreciation and amortization | 36,969 | 28,984 |
Operating earnings (loss) | 90,550 | 70,747 |
Other income, net | 232 | (60) |
Interest expense, net | (9,152) | (9,077) |
Income taxes | (27,387) | (23,412) |
Net earnings | 54,243 | 38,198 |
Total assets | 770,964 | 600,483 |
Total additions to long lived assets | 139,217 | 30,600 |
FirstService Residential Segment [Member] | ||
Revenues | 1,112,820 | 1,017,506 |
Depreciation and amortization | 20,924 | 21,041 |
Operating earnings (loss) | 62,539 | 47,550 |
Other income, net | ||
Interest expense, net | ||
Income taxes | ||
Net earnings | ||
Total assets | 371,780 | 349,507 |
Total additions to long lived assets | 25,039 | 22,006 |
FirstService Brands Segment [Member] | ||
Revenues | 370,069 | 246,571 |
Depreciation and amortization | 15,982 | 7,840 |
Operating earnings (loss) | 41,173 | 35,079 |
Other income, net | ||
Interest expense, net | ||
Income taxes | ||
Net earnings | ||
Total assets | 393,321 | 239,394 |
Total additions to long lived assets | 114,178 | 8,541 |
Corporate Segment [Member] | ||
Revenues | ||
Depreciation and amortization | 63 | 103 |
Operating earnings (loss) | (13,162) | (11,882) |
Other income, net | ||
Interest expense, net | ||
Income taxes | ||
Net earnings | ||
Total assets | 5,863 | 11,582 |
Total additions to long lived assets | $ 53 |
Note 18 - Segmented Informati87
Note 18 - Segmented Information - Revenues and Long-lived Assets by Geographic Location (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | $ 1,482,889 | $ 1,264,077 |
Total long-lived assets | 460,364 | 357,699 |
UNITED STATES | ||
Revenues | 1,393,950 | 1,181,435 |
Total long-lived assets | 420,087 | 321,279 |
CANADA | ||
Revenues | 88,939 | 82,642 |
Total long-lived assets | $ 40,277 | $ 36,420 |