Document And Entity Information
Document And Entity Information | 12 Months Ended |
Dec. 31, 2019shares | |
Document Information [Line Items] | |
Entity Registrant Name | FirstService Corp |
Entity Central Index Key | 0001637810 |
Current Fiscal Year End Date | --12-31 |
Entity Current Reporting Status | Yes |
Entity Emerging Growth Company | false |
Entity Interactive Data Current | Yes |
Entity Common Stock, Shares Outstanding (in shares) | 41,495,957 |
Document Type | 40-F |
Document Period End Date | Dec. 31, 2019 |
Document Fiscal Year Focus | 2019 |
Document Fiscal Period Focus | FY |
Amendment Flag | false |
Title of 12(b) Security | Common Shares |
Consolidated Statements of Earn
Consolidated Statements of Earnings (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 2,407,410 | $ 1,931,473 |
Cost of revenues (exclusive of depreciation and amortization shown below) | 1,634,097 | 1,320,252 |
Selling, general and administrative expenses | 546,257 | 426,377 |
Depreciation | 40,859 | 35,257 |
Amortization of intangible assets | 38,698 | 17,515 |
Settlement of long-term incentive arrangement ("LTIA") (note 19) | 314,379 | |
Acquisition-related items (note 3) | 7,539 | 4,504 |
Operating earnings (loss) | (174,419) | 127,568 |
Interest expense, net | 32,080 | 12,620 |
Other (income) expense, net (note 6) | (6,015) | (254) |
Earnings (loss) before income tax | (200,484) | 115,202 |
Income tax (note 15) | 27,147 | 24,922 |
Net earnings (loss) | (227,631) | 90,280 |
Non-controlling interest share of earnings (note 12) | 7,874 | 11,180 |
Non-controlling interest redemption increment (note 12) | 16,105 | 13,235 |
Net earnings (loss) attributable to Company | $ (251,610) | $ 65,865 |
Net earnings (loss) per common share (note 16) | ||
Basic (in dollars per share) | $ (6.58) | $ 1.83 |
Diluted (in dollars per share) | $ (6.58) | $ 1.80 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Earnings (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net earnings (loss) | $ (227,631) | $ 90,280 |
Foreign currency translation (loss) gain | 2,659 | (2,623) |
Comprehensive earnings (loss) | (224,972) | 87,657 |
Less: Comprehensive earnings attributable to non-controlling shareholders | 23,979 | 24,415 |
Comprehensive earnings (loss) attributable to Company | $ (248,951) | $ 63,242 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets | ||
Cash and cash equivalents | $ 121,198 | $ 66,340 |
Restricted cash | 13,093 | 13,504 |
Accounts receivable, net of allowance of $13,136 (December 31, 2018 - $9,177) | 393,730 | 239,925 |
Income tax recoverable | 4,147 | 9,337 |
Inventories (note 7) | 94,511 | 48,227 |
Prepaid expenses and other current assets | 41,457 | 37,739 |
668,136 | 415,072 | |
Other receivables | 4,033 | 4,212 |
Other assets | 4,955 | 6,135 |
Deferred income tax (note 15) | 2,836 | |
Fixed assets (note 8) | 131,545 | 98,102 |
Operating lease right-of-use assets (note 5) | 132,893 | |
Intangible assets (note 9) | 366,224 | 148,798 |
Goodwill (note 10) | 644,847 | 335,155 |
1,287,333 | 592,402 | |
1,955,469 | 1,007,474 | |
Current liabilities | ||
Accounts payable | 76,226 | 41,709 |
Accrued liabilities (note 7) | 165,444 | 132,572 |
Unearned revenues | 74,100 | 36,746 |
Operating lease liabilities - current (note 5) | 30,622 | |
Long-term debt - current (note 11) | 5,545 | 3,915 |
Contingent acquisition consideration - current (note 18) | 6,269 | 12,005 |
358,206 | 226,947 | |
Long-term debt - non-current (note 11) | 761,078 | 330,608 |
Operating lease liabilities - non-current (note 5) | 111,247 | |
Contingent acquisition consideration (note 18) | 8,154 | 1,281 |
Unearned revenues | 12,593 | 13,453 |
Other liabilities | 45,403 | 40,797 |
Deferred income tax (note 15) | 58,239 | 6,577 |
996,714 | 392,716 | |
Redeemable non-controlling interests (note 12) | 174,662 | 151,585 |
Shareholders' equity | 425,887 | 236,226 |
$ 1,955,469 | $ 1,007,474 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accounts receivable, allowance | $ 13,136 | $ 9,177 |
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] | Total |
Balance (in shares) at Dec. 31, 2017 | 35,916,383 | ||||
Balance at Dec. 31, 2017 | $ 143,770 | $ 41,463 | $ 7,545 | $ (492) | $ 192,286 |
Net earnings | 65,865 | 65,865 | |||
Other comprehensive loss | (2,623) | (2,623) | |||
Subsidiaries’ equity transactions | (336) | (336) | |||
Stock option expense | 5,767 | 5,767 | |||
Stock options exercised (in shares) | 194,100 | ||||
Stock options exercised | $ 5,479 | (1,797) | 3,682 | ||
Dividends | (19,417) | (19,417) | |||
Purchased for cancellation (in shares) | (130,436) | ||||
Purchased for cancellation | $ (542) | (8,456) | $ (8,998) | ||
Issued - share offering (note 13) (in shares) | 111,904 | ||||
Balance (in shares) at Dec. 31, 2018 | 35,980,047 | ||||
Balance at Dec. 31, 2018 | $ 148,707 | 45,097 | 45,537 | (3,115) | $ 236,226 |
Net earnings | (251,610) | (251,610) | |||
Other comprehensive loss | 2,659 | 2,659 | |||
Subsidiaries’ equity transactions | (10) | (10) | |||
Stock option expense | 8,126 | $ 8,126 | |||
Stock options exercised (in shares) | 432,050 | 432,050 | |||
Stock options exercised | $ 13,481 | (2,424) | $ 11,057 | ||
Dividends | (23,411) | (23,411) | |||
Impact of ASC 842 - Leases (note 5) | (390) | (390) | |||
Issued - settlement of LTIA (note 19) (in shares) | 2,918,860 | ||||
Issued - settlement of LTIA (note 19) | $ 251,503 | $ 251,503 | |||
Issued - share offering (note 13) (in shares) | 2,165,000 | 2,245,229 | |||
Issued - share offering (note 13) | $ 191,737 | $ 191,737 | |||
Balance (in shares) at Dec. 31, 2019 | 41,495,957 | ||||
Balance at Dec. 31, 2019 | $ 605,428 | $ 50,789 | $ (229,874) | $ (456) | $ 425,887 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash provided by (used in) Operating activities | ||
Net earnings | $ (227,631) | $ 90,280 |
Items not affecting cash: | ||
Depreciation and amortization | 79,557 | 52,772 |
Settlement of long-term incentive arrangement | 251,503 | |
Deferred income tax | (8,988) | 1,989 |
Other | 2,258 | 5,837 |
Changes in non-cash working capital: | ||
Accounts receivable | (17,396) | (37,100) |
Inventories | (7,107) | (5,780) |
Prepaid expenses and other current assets | (1,033) | (6,152) |
Accounts payable | 858 | (3,249) |
Accrued liabilities | 7,228 | 12,462 |
Income tax payable | 4,644 | (5,142) |
Unearned revenues | 11,808 | (6,330) |
Other liabilities | 13,069 | 1,257 |
Contingent acquisition consideration paid | (962) | (1,383) |
Net cash provided by operating activities | 107,808 | 99,461 |
Investing activities | ||
Cash consideration, net of cash acquired of $6,518 | (579,863) | (59,444) |
Disposal of businesses, net of cash disposed (note 6) | 13,030 | |
Purchases of fixed assets | (46,628) | (40,597) |
Other investing activities | (1,504) | (6,158) |
Net cash used in investing activities | (614,965) | (106,199) |
Financing activities | ||
Increase in long-term debt | 624,052 | 103,914 |
Repayment of long-term debt | (194,193) | (41,626) |
Proceeds received on common share issuance (note 13) | 191,737 | |
Financing fees paid | (4,000) | (575) |
Purchases of non-controlling interests | (34,319) | (3,600) |
Sale of interests in subsidiaries to non-controlling interests | 3,671 | 1,200 |
Contingent acquisition consideration paid | (9,094) | (7,862) |
Proceeds received on exercise of stock options | 11,057 | 3,682 |
Dividends paid to common shareholders | (22,044) | (18,780) |
Distributions paid to non-controlling interests | (5,725) | (6,913) |
Repurchases of Common Shares | (8,998) | |
Net cash provided by financing activities | 561,142 | 20,442 |
Effect of exchange rate changes on cash | 462 | (754) |
Increase in cash, cash equivalents and restricted cash | 54,447 | 12,950 |
Cash, cash equivalents and restricted cash, beginning of year | 79,844 | 66,894 |
Cash, cash equivalents and restricted cash, end of year | $ 134,291 | $ 79,844 |
Note 1 - Description of the Bus
Note 1 - Description of the Business | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Business Description and Basis of Presentation [Text Block] | 1. 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; (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, Global Restoration, California Closets, CertaPro Painters, Pillar to Post Home Inspectors, Floor Coverings International, and Century Fire Protection. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 2. 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 and its majority-owned subsidiaries where the Company is the primary beneficiary. Where the Company does not 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. On January 1, 2018, No. 2016 18 Accounts Receivable In the ordinary course of business, the Company extends non-interest bearing trade credit to its customers. Accounts receivable are reported on the face of the consolidated balance sheets, net of an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not Inventories Inventories are carried at the lower of cost and net realizable value. 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 not 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 no Financing fees Financing fees related to our amended and restated credit agreement (the “Credit Agreement”) with a syndicate of lenders and our $150,000 Adoption of ASC 842 The Company adopted ASU 842, January 1, 2019, The Company has lease agreements with lease and non-lease components, and has elected to account for each lease component (e.g., fixed rent payments) separately from the non-lease components (e.g., common-area maintenance costs). The Company has also elected not 12 See note 5 842. Accounting Policy for Leases under ASC 842 At lease commencement, which is generally when the Company takes possession of the asset, the Company records a lease liability and a corresponding right-of-use asset. Lease liabilities represent the present value of minimum lease payments over the expected lease term, which includes options to extend or terminate the lease when it is reasonably certain those options will be exercised. The present value of the lease liability is determined using the Company’s incremental collateralized borrowing rate at the lease commencement. Minimum lease payments include base rent, fixed escalation of rental payments, and rental payments that are adjusted periodically depending on a rate or index. In determining minimum lease payments, the Company does not Right-of-use assets represent the right to control the use of the leased asset during the lease and are initially recognized in an amount equal to the lease liability. In addition, prepaid rent, initial direct costs, and adjustments for lease incentives are components of the right-of-use asset. Over the lease term the lease expense is amortized on a straight-line basis beginning on the lease commencement date. Right-of-use assets are assessed for impairment as part of the impairment of long-lived assets, which is performed whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not A right-of-use asset and lease liability are not 12 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 Intangible assets are recorded at fair value on the date they are acquired. They are amortized over their estimated useful lives as follows: Customer 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 1 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 not Goodwill is tested for impairment annually, on August 1, Impairment of goodwill is tested at the reporting unit level. The Company has seven first not not no not 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 The Company accounts for a contract with a customer when there is approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company’s revenues are measured based on consideration specified in the contract of each customer and revenue is recognized as the performance obligations are satisfied by transferring the control of the service or product to a customer. (a) Franchisor operations The Company operates several franchise systems within its FirstService Brands segment. Initial franchise fees are deferred and recognized over the term of the franchise agreement. 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. The Company’s franchise systems operate marketing funds on behalf of franchisees. Advertising fund contributions from franchisees are reported as revenues and advertising fund expenditures are reported as expenses in our statements of earnings. To the extent that contributions received exceed advertising expenditures, the excess amount is accrued and offset as a deferred liability, whereas any expenditures in excess of contributions are expensed as incurred. As such, advertising fund contributions and the related revenues and expenses may (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 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 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 determination of fair values of assets and liabilities assumed in business combinations requires the use of estimates and judgement by management, particularly in determining fair values of intangible assets acquired. 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 - Revenue From Contracts
Note 3 - Revenue From Contracts With Customers | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Revenue from Contract with Customer [Text Block] | 3. Within the FirstService Brands segment, franchise fee revenue recognized during the twelve December 31, 2019 $4,462 2018 $3,392 5 10 External broker costs and employee sales commissions in obtaining new franchisees are capitalized in accordance with the revenue standard and are amortized over the life of the underlying franchise agreement. Costs amortized during the twelve December 31, 2019 $1,717 2018 $1,220 December 31, 2019 $6,711 2018 $7,031 no The Company’s backlog represents remaining performance obligations and is defined as contracted work yet to be performed. As at December 31, 2019, $300,499. 12 Disaggregated revenues are as follows: Year ended December 31 2019 2018 Revenues FirstService Residential $ 1,411,998 $ 1,254,840 FirstService Brands company-owned operations 836,637 540,058 FirstService Brands franchisor 153,826 132,079 FirstService Brands franchise fee 4,949 4,496 The Company disaggregates revenue by segment, and within the FirstService Brands segment, further disaggregates its company-owned operations revenue; these businesses primarily recognize revenue over time as they perform because of continuous transfer of control to the customer. As such, revenue is recognized based on the extent of progress towards completion of the performance obligation. The Company generally uses the cost-to-cost measure of progress method. The extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. Revenues, including estimated fees or profits, are recorded proportionally as costs are incurred. We believe this disaggregation best depicts how the nature, amount, timing and uncertainty of the Company’s revenue and cash flows are affected by economic factors. |
Note 4 - Acquisitions
Note 4 - Acquisitions | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | 4. 2019 The Company acquired controlling interests in fifteen three twelve In the FirstService Brands segment, the Company acquired Global Restoration (aka Bellwether FOS Holdco, Inc.), a leading commercial and large loss firm headquartered in Colorado and with operations across the U.S. and Canada. Details of the final fair values of assets acquired and liabilities assumed for the Company’s significant Global Restoration acquisition, which closed in June 2019 Global Restoration Accounts receivable $ 118,678 Inventories 31,677 Prepaid expenses and other current assets 3,240 Fixed assets 22,574 Operating lease right-of-use assets 10,566 Accounts payable (24,337 ) Accrued liabilities (21,345 ) Unearned revenues (12,779 ) Operating lease liabilities - current (6,500 ) Other current liabilities (649 ) Operating lease liabilities - non-current (4,072 ) Long-term debt - non-current (5,711 ) Other liabilities (615 ) Deferred tax liabilities (51,590 ) Redeemable non-controlling interests (25,433 ) $ 33,704 Cash consideration, net of cash acquired of $6,518 $ (506,680 ) Backlog $ 7,130 Customer relationships 213,150 Trademarks and trade names 1,850 Goodwill $ 250,846 “Acquisition-related items” related to the Global Restoration acquisition included transaction costs of $2,158. The Global Restoration acquisition was accounted for by the purchase method of accounting for business combinations. Accordingly, the accompanying consolidated statements of earnings do not June 21, 2019 $440,000 11 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, 2019, January 1, 2018, Revenues Net earnings Actual from Global Restoration for 2019 $ 219,204 $ 14,991 Supplemental pro forma for 2019 (unaudited) 2,613,433 (211,188 ) Supplemental pro forma for 2018 (unaudited) 2,368,673 125,174 Supplemental pro forma results were adjusted for non-recurring items. Other 2019 In the FirstService Residential segment, the Company acquired controlling interests in regional firms operating in Chicago and western Canada. Within the FirstService Brands segment, in addition to Global Restoration, the Company acquired five three two Details of the other 2019 Aggregate Acquisitions Current assets $ 34,454 Non-current assets 8,175 Current liabilities (29,059 ) Non-current liabilities (1,574 ) Deferred tax liabilities (6,328 ) Redeemable non-controlling interest (9,874 ) $ (4,206 ) Cash consideration, net of cash acquired of $4,964 $ (73,183 ) Acquisition date fair value of contingent consideration (10,611 ) Total purchase consideration $ (83,794 ) Backlog $ 4,240 Customer relationships 13,168 Trademarks and trade names 567 Management contracts and other 11,644 Goodwill $ 58,381 For these other 2019 December 31, 2019 $5,884 2018 $4,671 $503 2018 $167 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 December 31, 2019 The amount of revenues and earnings contributed from the date of acquisition and included in the Company’s consolidated results for the year ended December 31, 2019, January 1, 2018, Revenues Net earnings Actual from other acquired entities for 2019 $ 103,124 $ 3,780 Supplemental pro forma for 2019 (unaudited) 2,494,196 (221,769 ) Supplemental pro forma for 2018 (unaudited) 2,163,426 106,069 Supplemental pro forma results were adjusted for non-recurring items. 2018 The Company acquired controlling interests in twelve three nine two three three Details of these acquisitions are as follows: Aggregate Acquisitions Current assets $ 22,383 Non-current assets 6,961 Current liabilities (12,049 ) Deferred tax liabilities (4,230 ) Redeemable non-controlling interest (19,889 ) $ (6,824 ) Note consideration $ (1,035 ) Cash consideration, net of cash acquired of $3,038 (59,444 ) Acquisition date fair value of contingent consideration (4,536 ) Total purchase consideration $ (65,015 ) Acquired intangible assets $ 28,960 Goodwill $ 42,879 In all years presented, the fair values of non-controlling interests for all acquisitions 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 all 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 certain acquisitions completed during the year ended December 31, 2019, $6,911 2018 $26,401 No The determination of fair values of assets acquired and liabilities assumed in business combinations required the use of estimates and judgement by management, particularly in determining fair values of intangible assets acquired. Intangible assets acquired at fair value on the date of acquisition are recorded using the income approach on an individual asset basis. The assumptions used in estimating the fair values of intangible assets include future EBITDA margins, revenue growth rates, expected attrition rates of acquired customer relationships and the discount rates. Also, given the significance of the acquisition, the fair values of identifiable assets and liabilities related to the Global Restoration acquisition were developed with the assistance of a third 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 not nil. The fair value of the contingent consideration liability recorded on the consolidated balance sheet as at December 31, 2019 $14,423 18 $13,187 $15,514. July 2022. December 31, 2019, $10,056 2018 $9,245 |
Note 5 - Leases
Note 5 - Leases | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 5. The standard had a material impact on the Company’s consolidated balance sheet, the primary impact being the recognition of right-of-use (“ROU”) assets and lease liabilities for operating leases, while its accounting for finance leases remained substantially unchanged. Select Consolidated Balance Sheet line items, which reflect the adoption of ASC 842 As Previously Reported, at As Adjusted for 31-Dec-18 Adjustments 1-Jan-19 (In thousands) Assets: Prepaid expenses and other current assets $ 37,739 $ (125 ) $ 37,614 Operating lease right-of-use-assets - 99,265 99,265 Liabilities and equity: Accrued liabilities 132,572 (7,939 ) 124,633 Operating lease liabilities - 107,469 107,469 Retained Earnings 45,537 (390 ) 45,147 Adoption of ASC 842 no no The Company has operating leases for corporate offices, copiers, and certain equipment. Its leases have remaining lease terms of 1 10 may 8 may 1 twelve December 31, 2019 $32,161 2018 $26,784 Other information related to leases was as follows (in thousands, except lease term and discount rate): Supplemental Cash Flows Information, twelve months ended December 31 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 32,383 Right-of-use assets obtained in exchange for operating lease obligation $ 55,663 Weighted Average Remaining Operating Lease Term (years) 5 Weighted Average Discount Rate 4.2 % Future minimum operating lease payments under non-cancellable leases as of December 31, 2019 2020 $ 36,128 2021 34,586 2022 26,856 2023 20,049 2024 13,865 Thereafter 30,080 Total future minimum lease payments 161,564 Less imputed interest (19,695 ) Total 141,869 Future minimum operating lease payments under non-cancellable leases as of December 31, 2018 2019 $ 24,505 2020 23,124 2021 19,643 2022 15,384 2023 11,946 Thereafter 21,446 Total future minimum lease payments 116,048 |
Note 6 - Other (Income) Expense
Note 6 - Other (Income) Expense | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Other Income and Other Expense Disclosure [Text Block] | 6. 2019 2018 Gain on disposal of business $ (6,082 ) $ - Other (income) expense 67 (254 ) $ (6,015 ) $ (254 ) During the second two $3,386 $2,800. $1,406. $9,644 $600 $4,676. |
Note 7 - Components of Working
Note 7 - Components of Working Capital Accounts | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Supplemental Balance Sheet Disclosures [Text Block] | 7. Components of working capital accounts December 31, December 31, 2019 2018 Inventories Work-in-progress $ 66,514 $ 26,534 Finished goods 15,347 11,843 Supplies and other 12,650 9,850 $ 94,511 $ 48,227 Accrued liabilities Accrued payroll and benefits $ 94,010 $ 73,454 Value appreciation plans 6,510 8,860 Customer advances 1,454 1,365 Other 63,470 48,893 $ 165,444 $ 132,572 |
Note 8 - Fixed Assets
Note 8 - Fixed Assets | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | 8. Fixed assets December 31, 2019 Accumulated Cost depreciation Net Land $ 2,521 $ - $ 2,521 Buildings 10,602 5,136 5,466 Vehicles 85,585 48,308 37,277 Furniture and equipment 92,863 54,806 38,057 Computer equipment and software 112,752 83,371 29,381 Leasehold improvements 43,170 24,327 18,843 $ 347,493 $ 215,948 $ 131,545 December 31, 2018 Accumulated Cost depreciation Net Land $ 2,521 $ - $ 2,521 Buildings 10,581 4,952 5,629 Vehicles 67,441 40,821 26,620 Furniture and equipment 74,052 49,275 24,777 Computer equipment and software 100,743 76,108 24,635 Leasehold improvements 34,477 20,557 13,920 $ 289,815 $ 191,713 $ 98,102 Included in fixed assets are vehicles, office and computer equipment under finance lease at a cost of $21,060 2018 $9,628 $10,745 2018 $4,404 |
Note 9 - Intangible Assets
Note 9 - Intangible Assets | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | 9. Intangible assets December 31, 2019 Gross carrying Accumulated amount amortization Net Customer relationships $ 360,228 $ 71,474 $ 288,754 Franchise rights 49,806 26,707 23,099 Trademarks and trade names 30,303 18,543 11,760 Management contracts and other 79,073 36,462 42,611 $ 519,410 $ 153,186 $ 366,224 December 31, 2018 Gross carrying Accumulated amount amortization Net Customer relationships $ 135,844 $ 52,600 $ 83,244 Franchise rights 48,558 22,500 26,058 Trademarks and trade names 27,506 16,360 11,146 Management contracts and other 50,290 21,940 28,350 $ 262,198 $ 113,400 $ 148,798 During the year ended December 31, 2019, Estimated weighted average amortization Amount period (years) Customer relationships $ 226,318 11.9 Franchise rights 965 7.7 Trademarks and trade names 2,417 3.8 Management Contracts and other 22,049 6.0 $ 251,749 11.3 The following is the estimated annual amortization expense for recorded intangible assets for each of the next five December 31: 2020 $ 42,602 2021 34,690 2022 34,010 2023 32,669 2024 30,967 |
Note 10 - Goodwill
Note 10 - Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Goodwill Disclosure [Text Block] | 10. Goodwill FirstService FirstService Residential Brands Consolidated Balance, December 31, 2017 $ 188,223 $ 103,697 $ 291,920 Goodwill acquired during the year 6,248 36,631 42,879 Other items 922 1,633 2,555 Foreign exchange (1,450 ) (749 ) (2,199 ) Balance, December 31, 2018 193,943 141,212 335,155 Goodwill acquired during the year 18,446 290,781 309,227 Goodwill disposed during the year (2,025 ) (229 ) (2,254 ) Other items 527 956 1,483 Foreign exchange 835 401 1,236 Balance, December 31, 2019 $ 211,726 $ 433,121 $ 644,847 Goodwill represents the excess of purchase price over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. A test for goodwill impairment is required to be completed annually, in the Company’s case as of August 1, 2019, not |
Note 11 - Long-term Debt
Note 11 - Long-term Debt | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | 11. Long-term debt December 31, 2019 Credit Agreement $ 602,977 Senior Notes 150,000 Capital leases maturing at various dates through 2022 10,153 Other long-term debt maturing at various dates up to 2023 3,493 766,623 Less: current portion 5,545 Long-term debt - non-current $ 761,078 The Company has $150 4.84%. January 16, 2025, five January 16, 2021. The Company has entered into the Credit Agreement with a syndicate of lenders. The Credit Agreement is comprised of a committed multi-currency revolving credit facility of $450,000 $440,000 January 17, 2023 0.25% 2.50% June 21, 2024, 5% September 2020, 0.25% 2.50% 2019 4.4%. $261,259 December 31, 2019. December 31, 2019, $6,316 $5,214 December 31, 2018). 0.25% 0.50% may The indebtedness under the Credit Agreement and the Senior Notes rank equally in terms of seniority. The Company has granted the lenders under the Credit Agreement and the holders of the Senior Notes various security, including an interest in all of our assets. The Company is prohibited under the Credit Agreement and the Senior Notes from undertaking certain acquisitions and dispositions, and incurring certain indebtedness and encumbrances, without prior approval of the lenders under the Credit Agreement and the holders of the Senior Notes. The effective interest rate on the Company’s long-term debt for the year ended December 31, 2019 4.4%. five December 31 2020 $ 16,770 2021 55,230 2022 54,724 2023 220,980 2024 and thereafter 418,919 |
Note 12 - Redeemable Non-contro
Note 12 - Redeemable Non-controlling Interests | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Noncontrolling Interest Disclosure [Text Block] | 12. 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: 2019 2018 Balance, January 1 $ 151,585 $ 117,708 RNCI share of earnings 7,874 11,180 RNCI redemption increment 16,105 13,235 Distributions paid to RNCI (5,725 ) (6,913 ) Purchases of interests from RNCI, net (30,648 ) (3,890 ) RNCI recognized on business acquisitions 35,307 19,889 Other 164 376 Balance, December 31 $ 174,662 $ 151,585 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, 2019 $170,983 2018 $149,132 December 31, 2019, 1,800,000 $0.90 December 31, 2019. |
Note 13 - Capital Stock
Note 13 - Capital Stock | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 13. The authorized capital stock of the Company is as follows: An unlimited number of Common Shares having one The following table provides a summary of total capital stock issued and outstanding: Common Shares Number Amount Balance, December 31, 2019 41,495,957 $ 605,428 On December 13, 2019, 2,165,000 US$92.50 US$200,262 $191,737 |
Note 14 - Stock-based Compensat
Note 14 - Stock-based Compensation | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Share-based Payment Arrangement [Text Block] | 14. 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, 2019, 689,500 Grants under the Company’s stock option plan are equity-classified awards. Stock option activity for the year ended December 31, 2019 Weighted average Weighted remaining Number of average contractual life Aggregate options exercise price (years) intrinsic value Shares issuable under options - Beginning of period 1,633,150 $ 44.68 Granted 438,000 83.89 Exercised (432,050 ) 25.30 Shares issuable under options - December 31, 2019 1,639,100 $ 60.26 2.6 $ 53,724 Options exercisable - End of period 610,952 $ 47.49 1.8 $ 27,831 The Company incurred stock-based compensation expense related to these awards of $8,126 December 31, 2019 ( 2018 $5,767 As at December 31, 2019, $23.96 $83.89 December 31, 2019, $53,724 2.61 The following table summarizes information about option exercises during year ended December 31, 2019: 2019 Number of options exercised 432,050 Aggregate fair value $ 37,890 Intrinsic value 26,833 Amount of cash received 11,057 Tax benefit recognized $ 2,932 As at December 31, 2019, $9,043 4 December 31, 2019, $4,711 2018 $11,670 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: 2019 Risk free rate 2.4 % Expected life in years 4.75 Expected volatility 30.6 % Dividend yield 0.7 % Weighted average fair value per option granted $ 23.85 The risk-free interest rate is based on the implied yield of a zero four |
Note 15 - Income Tax
Note 15 - Income Tax | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | 15. 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: 2019 2018 Income tax expense using combined statutory rate of 26.5% (2018 - 26.5%, 2017 - 26.5%) $ (53,128 ) $ 30,529 Permanent differences 1,566 785 Tax effect of flow through entities (307 ) (491 ) Adjustments to tax liabilities for prior periods (328 ) (526 ) Non-deductible stock-based compensation 2,153 1,528 Excess tax benefits related to stock-based compensation (3,672 ) (3,968 ) Foreign, state and provincial tax rate differential (2,402 ) (2,863 ) Settlement of long-term incentive arrangement 83,310 - Other taxes (45 ) (72 ) Provision for income taxes as reported $ 27,147 $ 24,922 Earnings before income tax by jurisdiction comprise the following: 2019 2018 Canada $ (323,100 ) $ 6,854 United States 122,616 108,348 Total $ (200,484 ) $ 115,202 Income tax expense (recovery) comprises the following: 2019 2018 Current Canada $ 369 $ (554 ) United States 33,978 23,615 34,347 23,061 Deferred Canada (1,620 ) 403 United States (5,580 ) 1,458 (7,200 ) 1,861 Total $ 27,147 $ 24,922 The significant components of deferred income tax are as follows: 2019 2018 Deferred income tax assets Loss carry-forwards $ 2,788 $ 1,567 Expenses not currently deductible 23,283 20,440 Stock-based compensation 749 1,312 Allowance for doubtful accounts 3,860 2,018 Inventory and other reserves 3,024 113 33,704 25,450 Deferred income tax liabilities Depreciation and amortization 86,072 29,393 Basis differences of partnerships and other entities 793 166 Prepaid and other expenses deducted for tax purposes 1,276 1,689 88,141 31,248 Net deferred income tax asset (liability) before valuation allowance (54,437 ) (5,798 ) Valuation allowance 965 779 Net deferred income tax asset (liability) $ (55,402 ) $ (6,577 ) The recoverability of deferred income tax assets is dependent on generating sufficient taxable income before the 20 not not The Company has gross operating loss carry-forwards as follows: Loss carry forward Gross losses not recognized Net 2019 2018 2019 2018 2019 2018 Canada $ 4,430 $ 1,638 $ - $ - $ 4,430 $ 1,638 United States 18,615 12,562 15,840 10,529 2,775 2,033 These amounts above are available to reduce future federal, state, 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 20 Cumulative unremitted earnings of US and foreign subsidiaries approximated $528,519 December 31, 2019 ( 2018 $429,173 not The gross unrecognized tax benefits are $148 2018 $148 $148 2018 $148 December 31, 2019, no 2018 nil December 31, 2019, $38 2018 $38 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 four three five The Company does not may may |
Note 16 - Net Earnings Per Comm
Note 16 - Net Earnings Per Common Share | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | 16. The following table reconciles the denominator used to calculate earnings per common share: 2019 2018 Shares issued and outstanding at beginning of period 35,980,047 35,916,383 Weighted average number of shares: Issued during the period 2,245,229 111,904 Repurchased during the period - (76,076 ) Weighted average number of shares used in computing basic earnings per share 38,225,276 35,952,211 Assumed exercise of stock options, net of shares assumed acquired under the Treasury Stock Method 437,204 619,089 Number of shares used in computing diluted earnings per share 38,662,480 36,571,300 |
Note 17 - Other Supplemental In
Note 17 - Other Supplemental Information | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Additional Financial Information Disclosure [Text Block] | 17. Other supplemental information 2019 2018 Franchisor operations Revenues $ 148,607 $ 132,079 Operating earnings 33,999 37,709 Initial franchise fee revenues 4,956 4,496 Depreciation and amortization 6,959 5,893 Total assets 140,439 128,627 Cash payments made during the period Income taxes $ 31,562 $ 28,221 Interest 29,772 11,714 Non-cash financing activities Increases in finance lease obligations $ 9,928 $ 1,919 |
Note 18 - Financial Instruments
Note 18 - Financial Instruments | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Financial Instruments Disclosure [Text Block] | 18. 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. 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 economically 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, 2019: Carrying value at Fair value measurements December 31, 2019 Level 1 Level 2 Level 3 Contingent consideration liability $ 14,423 $ - $ - $ 14,423 The inputs to the measurement of the fair value of contingent consideration related to acquisitions are Level 3 8% 10% 9%. 2% not Balance, December 31, 2018 $ 13,286 Amounts recognized on acquisitions 10,611 Amounts recognized on acquisitions of management contracts 1,751 Fair value adjustments (503 ) Resolved and settled in cash (10,056 ) Other (666 ) Balance, December 31, 2019 $ 14,423 Less: current portion $ 6,269 Non-current portion $ 8,154 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 2.0% 2.5% 2019 2018 Carrying Fair Carrying Fair amount value amount value Other receivables $ 4,033 $ 4,033 $ 4,212 $ 4,212 Long-term debt 766,623 779,279 334,523 344,198 Other receivables include notes receivable from non-controlling shareholders and other non-current receivables. |
Note 19 - Contingencies
Note 19 - Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | 19. 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 In May 2019, one one no $314,379, $62,900 C$84,300 2,918,860 |
Note 20 - Related Party Transac
Note 20 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | 20. 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, 2019 $1,330 2018 $1,156 10 As at December 31, 2019, $2,564 December 31, 2018 - $2,064 5 10 |
Note 21 - Segmented Information
Note 21 - Segmented Information | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 21. Operating segments The Company has two 2019 FirstService FirstService Residential Brands Corporate Consolidated Revenues $ 1,411,998 $ 995,412 $ - $ 2,407,410 Depreciation and amortization 25,628 53,886 43 79,557 Operating earnings (loss) 104,706 60,586 (339,711 ) (174,419 ) Other income, net 6,015 Interest expense, net (32,080 ) Income taxes (27,147 ) Net earnings $ (227,631 ) Total assets $ 625,310 $ 1,323,024 $ 7,135 $ 1,955,469 Total additions to long lived assets 112,482 636,555 308 749,345 2018 FirstService FirstService Residential Brands Corporate Consolidated Revenues $ 1,254,840 $ 676,633 $ - $ 1,931,473 Depreciation and amortization 23,045 29,686 41 52,772 Operating earnings (loss) 89,043 54,988 (16,463 ) 127,568 Other expense, net 254 Interest expense, net (12,620 ) Income taxes (24,922 ) Net earnings $ 90,280 Total assets $ 474,837 $ 525,850 $ 6,787 $ 1,007,474 Total additions to long lived assets 31,548 90,592 - 122,140 Geographic information Revenues in each geographic region are reported by customer locations. 2019 2018 United States Revenues $ 2,184,789 $ 1,822,688 Total long-lived assets 1,022,721 539,645 Canada Revenues $ 222,621 $ 108,785 Total long-lived assets 252,788 42,410 Consolidated Revenues $ 2,407,410 $ 1,931,473 Total long-lived assets 1,275,509 582,055 |
Note 22 - Impact of Recently Is
Note 22 - Impact of Recently Issued Accounting Standards | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | 22. In June 2016, 2016 13, 326 November 2018, 2018 19, 326, 2016 13. January 1, 2020 first In December 2019, 2019 12, 740 December 15, 2020. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Basis of consolidation The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries where the Company is the primary beneficiary. Where the Company does not |
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. On January 1, 2018, No. 2016 18 |
Receivable [Policy Text Block] | Accounts Receivable In the ordinary course of business, the Company extends non-interest bearing trade credit to its customers. Accounts receivable are reported on the face of the consolidated balance sheets, net of an allowance for doubtful accounts. The Company maintains an allowance for doubtful accounts to provide for the estimated amount of receivables that will not |
Inventory, Policy [Policy Text Block] | Inventories Inventories are carried at the lower of cost and net realizable value. 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 not 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 no |
Deferred Charges, Policy [Policy Text Block] | Financing fees Financing fees related to our amended and restated credit agreement (the “Credit Agreement”) with a syndicate of lenders and our $150,000 |
Lessee, Leases [Policy Text Block] | Adoption of ASC 842 The Company adopted ASU 842, January 1, 2019, The Company has lease agreements with lease and non-lease components, and has elected to account for each lease component (e.g., fixed rent payments) separately from the non-lease components (e.g., common-area maintenance costs). The Company has also elected not 12 See note 5 842. Accounting Policy for Leases under ASC 842 At lease commencement, which is generally when the Company takes possession of the asset, the Company records a lease liability and a corresponding right-of-use asset. Lease liabilities represent the present value of minimum lease payments over the expected lease term, which includes options to extend or terminate the lease when it is reasonably certain those options will be exercised. The present value of the lease liability is determined using the Company’s incremental collateralized borrowing rate at the lease commencement. Minimum lease payments include base rent, fixed escalation of rental payments, and rental payments that are adjusted periodically depending on a rate or index. In determining minimum lease payments, the Company does not Right-of-use assets represent the right to control the use of the leased asset during the lease and are initially recognized in an amount equal to the lease liability. In addition, prepaid rent, initial direct costs, and adjustments for lease incentives are components of the right-of-use asset. Over the lease term the lease expense is amortized on a straight-line basis beginning on the lease commencement date. Right-of-use assets are assessed for impairment as part of the impairment of long-lived assets, which is performed whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not A right-of-use asset and lease liability are not 12 |
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 Intangible assets are recorded at fair value on the date they are acquired. They are amortized over their estimated useful lives as follows: Customer 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 1 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 not Goodwill is tested for impairment annually, on August 1, Impairment of goodwill is tested at the reporting unit level. The Company has seven first not not no not |
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 [Policy Text Block] | Revenue recognition and unearned revenues The Company accounts for a contract with a customer when there is approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of consideration is probable. The Company’s revenues are measured based on consideration specified in the contract of each customer and revenue is recognized as the performance obligations are satisfied by transferring the control of the service or product to a customer. (a) Franchisor operations The Company operates several franchise systems within its FirstService Brands segment. Initial franchise fees are deferred and recognized over the term of the franchise agreement. 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. The Company’s franchise systems operate marketing funds on behalf of franchisees. Advertising fund contributions from franchisees are reported as revenues and advertising fund expenditures are reported as expenses in our statements of earnings. To the extent that contributions received exceed advertising expenditures, the excess amount is accrued and offset as a deferred liability, whereas any expenditures in excess of contributions are expensed as incurred. As such, advertising fund contributions and the related revenues and expenses may (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 |
Share-based Payment Arrangement [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 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 determination of fair values of assets and liabilities assumed in business combinations requires the use of estimates and judgement by management, particularly in determining fair values of intangible assets acquired. 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 - Revenue From Contrac_2
Note 3 - Revenue From Contracts With Customers (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Disaggregation of Revenue [Table Text Block] | Year ended December 31 2019 2018 Revenues FirstService Residential $ 1,411,998 $ 1,254,840 FirstService Brands company-owned operations 836,637 540,058 FirstService Brands franchisor 153,826 132,079 FirstService Brands franchise fee 4,949 4,496 |
Note 4 - Acquisitions (Tables)
Note 4 - Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Global Restoration Accounts receivable $ 118,678 Inventories 31,677 Prepaid expenses and other current assets 3,240 Fixed assets 22,574 Operating lease right-of-use assets 10,566 Accounts payable (24,337 ) Accrued liabilities (21,345 ) Unearned revenues (12,779 ) Operating lease liabilities - current (6,500 ) Other current liabilities (649 ) Operating lease liabilities - non-current (4,072 ) Long-term debt - non-current (5,711 ) Other liabilities (615 ) Deferred tax liabilities (51,590 ) Redeemable non-controlling interests (25,433 ) $ 33,704 Cash consideration, net of cash acquired of $6,518 $ (506,680 ) Backlog $ 7,130 Customer relationships 213,150 Trademarks and trade names 1,850 Goodwill $ 250,846 |
Business Acquisition, Pro Forma Information [Table Text Block] | Revenues Net earnings Actual from Global Restoration for 2019 $ 219,204 $ 14,991 Supplemental pro forma for 2019 (unaudited) 2,613,433 (211,188 ) Supplemental pro forma for 2018 (unaudited) 2,368,673 125,174 Revenues Net earnings Actual from other acquired entities for 2019 $ 103,124 $ 3,780 Supplemental pro forma for 2019 (unaudited) 2,494,196 (221,769 ) Supplemental pro forma for 2018 (unaudited) 2,163,426 106,069 |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Aggregate Acquisitions Current assets $ 34,454 Non-current assets 8,175 Current liabilities (29,059 ) Non-current liabilities (1,574 ) Deferred tax liabilities (6,328 ) Redeemable non-controlling interest (9,874 ) $ (4,206 ) Cash consideration, net of cash acquired of $4,964 $ (73,183 ) Acquisition date fair value of contingent consideration (10,611 ) Total purchase consideration $ (83,794 ) Backlog $ 4,240 Customer relationships 13,168 Trademarks and trade names 567 Management contracts and other 11,644 Goodwill $ 58,381 Aggregate Acquisitions Current assets $ 22,383 Non-current assets 6,961 Current liabilities (12,049 ) Deferred tax liabilities (4,230 ) Redeemable non-controlling interest (19,889 ) $ (6,824 ) Note consideration $ (1,035 ) Cash consideration, net of cash acquired of $3,038 (59,444 ) Acquisition date fair value of contingent consideration (4,536 ) Total purchase consideration $ (65,015 ) Acquired intangible assets $ 28,960 Goodwill $ 42,879 |
Note 5 - Leases (Tables)
Note 5 - Leases (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block] | As Previously Reported, at As Adjusted for 31-Dec-18 Adjustments 1-Jan-19 (In thousands) Assets: Prepaid expenses and other current assets $ 37,739 $ (125 ) $ 37,614 Operating lease right-of-use-assets - 99,265 99,265 Liabilities and equity: Accrued liabilities 132,572 (7,939 ) 124,633 Operating lease liabilities - 107,469 107,469 Retained Earnings 45,537 (390 ) 45,147 |
Lessee, Operating Lease, Supplemental Cash Flows Information [Table Text Block] | Supplemental Cash Flows Information, twelve months ended December 31 2019 Cash paid for amounts included in the measurement of operating lease liabilities $ 32,383 Right-of-use assets obtained in exchange for operating lease obligation $ 55,663 Weighted Average Remaining Operating Lease Term (years) 5 Weighted Average Discount Rate 4.2 % |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | 2020 $ 36,128 2021 34,586 2022 26,856 2023 20,049 2024 13,865 Thereafter 30,080 Total future minimum lease payments 161,564 Less imputed interest (19,695 ) Total 141,869 |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | 2019 $ 24,505 2020 23,124 2021 19,643 2022 15,384 2023 11,946 Thereafter 21,446 Total future minimum lease payments 116,048 |
Note 6 - Other (Income) Expen_2
Note 6 - Other (Income) Expense (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | 2019 2018 Gain on disposal of business $ (6,082 ) $ - Other (income) expense 67 (254 ) $ (6,015 ) $ (254 ) |
Note 7 - Components of Workin_2
Note 7 - Components of Working Capital Accounts (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | December 31, December 31, 2019 2018 Inventories Work-in-progress $ 66,514 $ 26,534 Finished goods 15,347 11,843 Supplies and other 12,650 9,850 $ 94,511 $ 48,227 Accrued liabilities Accrued payroll and benefits $ 94,010 $ 73,454 Value appreciation plans 6,510 8,860 Customer advances 1,454 1,365 Other 63,470 48,893 $ 165,444 $ 132,572 |
Note 8 - Fixed Assets (Tables)
Note 8 - Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, 2019 Accumulated Cost depreciation Net Land $ 2,521 $ - $ 2,521 Buildings 10,602 5,136 5,466 Vehicles 85,585 48,308 37,277 Furniture and equipment 92,863 54,806 38,057 Computer equipment and software 112,752 83,371 29,381 Leasehold improvements 43,170 24,327 18,843 $ 347,493 $ 215,948 $ 131,545 December 31, 2018 Accumulated Cost depreciation Net Land $ 2,521 $ - $ 2,521 Buildings 10,581 4,952 5,629 Vehicles 67,441 40,821 26,620 Furniture and equipment 74,052 49,275 24,777 Computer equipment and software 100,743 76,108 24,635 Leasehold improvements 34,477 20,557 13,920 $ 289,815 $ 191,713 $ 98,102 |
Note 9 - Intangible Assets (Tab
Note 9 - Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | December 31, 2019 Gross carrying Accumulated amount amortization Net Customer relationships $ 360,228 $ 71,474 $ 288,754 Franchise rights 49,806 26,707 23,099 Trademarks and trade names 30,303 18,543 11,760 Management contracts and other 79,073 36,462 42,611 $ 519,410 $ 153,186 $ 366,224 December 31, 2018 Gross carrying Accumulated amount amortization Net Customer relationships $ 135,844 $ 52,600 $ 83,244 Franchise rights 48,558 22,500 26,058 Trademarks and trade names 27,506 16,360 11,146 Management contracts and other 50,290 21,940 28,350 $ 262,198 $ 113,400 $ 148,798 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | Estimated weighted average amortization Amount period (years) Customer relationships $ 226,318 11.9 Franchise rights 965 7.7 Trademarks and trade names 2,417 3.8 Management Contracts and other 22,049 6.0 $ 251,749 11.3 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2020 $ 42,602 2021 34,690 2022 34,010 2023 32,669 2024 30,967 |
Note 10 - Goodwill (Tables)
Note 10 - Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | FirstService FirstService Residential Brands Consolidated Balance, December 31, 2017 $ 188,223 $ 103,697 $ 291,920 Goodwill acquired during the year 6,248 36,631 42,879 Other items 922 1,633 2,555 Foreign exchange (1,450 ) (749 ) (2,199 ) Balance, December 31, 2018 193,943 141,212 335,155 Goodwill acquired during the year 18,446 290,781 309,227 Goodwill disposed during the year (2,025 ) (229 ) (2,254 ) Other items 527 956 1,483 Foreign exchange 835 401 1,236 Balance, December 31, 2019 $ 211,726 $ 433,121 $ 644,847 |
Note 11 - Long-term Debt (Table
Note 11 - Long-term Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | December 31, 2019 Credit Agreement $ 602,977 Senior Notes 150,000 Capital leases maturing at various dates through 2022 10,153 Other long-term debt maturing at various dates up to 2023 3,493 766,623 Less: current portion 5,545 Long-term debt - non-current $ 761,078 |
Schedule of Maturities of Long-term Debt [Table Text Block] | 2020 $ 16,770 2021 55,230 2022 54,724 2023 220,980 2024 and thereafter 418,919 |
Note 12 - Redeemable Non-cont_2
Note 12 - Redeemable Non-controlling Interests (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Redeemable Noncontrolling Interest [Table Text Block] | 2019 2018 Balance, January 1 $ 151,585 $ 117,708 RNCI share of earnings 7,874 11,180 RNCI redemption increment 16,105 13,235 Distributions paid to RNCI (5,725 ) (6,913 ) Purchases of interests from RNCI, net (30,648 ) (3,890 ) RNCI recognized on business acquisitions 35,307 19,889 Other 164 376 Balance, December 31 $ 174,662 $ 151,585 |
Note 13 - Capital Stock (Tables
Note 13 - Capital Stock (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Stock by Class [Table Text Block] | Common Shares Number Amount Balance, December 31, 2019 41,495,957 $ 605,428 |
Note 14 - Stock-based Compens_2
Note 14 - Stock-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Weighted average Weighted remaining Number of average contractual life Aggregate options exercise price (years) intrinsic value Shares issuable under options - Beginning of period 1,633,150 $ 44.68 Granted 438,000 83.89 Exercised (432,050 ) 25.30 Shares issuable under options - December 31, 2019 1,639,100 $ 60.26 2.6 $ 53,724 Options exercisable - End of period 610,952 $ 47.49 1.8 $ 27,831 |
Stock Options Exercised [Table Text Block] | 2019 Number of options exercised 432,050 Aggregate fair value $ 37,890 Intrinsic value 26,833 Amount of cash received 11,057 Tax benefit recognized $ 2,932 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | 2019 Risk free rate 2.4 % Expected life in years 4.75 Expected volatility 30.6 % Dividend yield 0.7 % Weighted average fair value per option granted $ 23.85 |
Note 15 - Income Tax (Tables)
Note 15 - Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | 2019 2018 Income tax expense using combined statutory rate of 26.5% (2018 - 26.5%, 2017 - 26.5%) $ (53,128 ) $ 30,529 Permanent differences 1,566 785 Tax effect of flow through entities (307 ) (491 ) Adjustments to tax liabilities for prior periods (328 ) (526 ) Non-deductible stock-based compensation 2,153 1,528 Excess tax benefits related to stock-based compensation (3,672 ) (3,968 ) Foreign, state and provincial tax rate differential (2,402 ) (2,863 ) Settlement of long-term incentive arrangement 83,310 - Other taxes (45 ) (72 ) Provision for income taxes as reported $ 27,147 $ 24,922 |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | 2019 2018 Canada $ (323,100 ) $ 6,854 United States 122,616 108,348 Total $ (200,484 ) $ 115,202 |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | 2019 2018 Current Canada $ 369 $ (554 ) United States 33,978 23,615 34,347 23,061 Deferred Canada (1,620 ) 403 United States (5,580 ) 1,458 (7,200 ) 1,861 Total $ 27,147 $ 24,922 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | 2019 2018 Deferred income tax assets Loss carry-forwards $ 2,788 $ 1,567 Expenses not currently deductible 23,283 20,440 Stock-based compensation 749 1,312 Allowance for doubtful accounts 3,860 2,018 Inventory and other reserves 3,024 113 33,704 25,450 Deferred income tax liabilities Depreciation and amortization 86,072 29,393 Basis differences of partnerships and other entities 793 166 Prepaid and other expenses deducted for tax purposes 1,276 1,689 88,141 31,248 Net deferred income tax asset (liability) before valuation allowance (54,437 ) (5,798 ) Valuation allowance 965 779 Net deferred income tax asset (liability) $ (55,402 ) $ (6,577 ) |
Summary of Operating Loss Carryforwards [Table Text Block] | Loss carry forward Gross losses not recognized Net 2019 2018 2019 2018 2019 2018 Canada $ 4,430 $ 1,638 $ - $ - $ 4,430 $ 1,638 United States 18,615 12,562 15,840 10,529 2,775 2,033 |
Note 16 - Net Earnings Per Co_2
Note 16 - Net Earnings Per Common Share (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | 2019 2018 Shares issued and outstanding at beginning of period 35,980,047 35,916,383 Weighted average number of shares: Issued during the period 2,245,229 111,904 Repurchased during the period - (76,076 ) Weighted average number of shares used in computing basic earnings per share 38,225,276 35,952,211 Assumed exercise of stock options, net of shares assumed acquired under the Treasury Stock Method 437,204 619,089 Number of shares used in computing diluted earnings per share 38,662,480 36,571,300 |
Note 17 - Other Supplemental _2
Note 17 - Other Supplemental Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Other Supplement Information [Table Text Block] | 2019 2018 Franchisor operations Revenues $ 148,607 $ 132,079 Operating earnings 33,999 37,709 Initial franchise fee revenues 4,956 4,496 Depreciation and amortization 6,959 5,893 Total assets 140,439 128,627 Cash payments made during the period Income taxes $ 31,562 $ 28,221 Interest 29,772 11,714 Non-cash financing activities Increases in finance lease obligations $ 9,928 $ 1,919 |
Note 18 - Financial Instrumen_2
Note 18 - Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Carrying value at Fair value measurements December 31, 2019 Level 1 Level 2 Level 3 Contingent consideration liability $ 14,423 $ - $ - $ 14,423 |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | Balance, December 31, 2018 $ 13,286 Amounts recognized on acquisitions 10,611 Amounts recognized on acquisitions of management contracts 1,751 Fair value adjustments (503 ) Resolved and settled in cash (10,056 ) Other (666 ) Balance, December 31, 2019 $ 14,423 Less: current portion $ 6,269 Non-current portion $ 8,154 |
Fair Value, by Balance Sheet Grouping [Table Text Block] | 2019 2018 Carrying Fair Carrying Fair amount value amount value Other receivables $ 4,033 $ 4,033 $ 4,212 $ 4,212 Long-term debt 766,623 779,279 334,523 344,198 |
Note 21 - Segmented Informati_2
Note 21 - Segmented Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | 2019 FirstService FirstService Residential Brands Corporate Consolidated Revenues $ 1,411,998 $ 995,412 $ - $ 2,407,410 Depreciation and amortization 25,628 53,886 43 79,557 Operating earnings (loss) 104,706 60,586 (339,711 ) (174,419 ) Other income, net 6,015 Interest expense, net (32,080 ) Income taxes (27,147 ) Net earnings $ (227,631 ) Total assets $ 625,310 $ 1,323,024 $ 7,135 $ 1,955,469 Total additions to long lived assets 112,482 636,555 308 749,345 2018 FirstService FirstService Residential Brands Corporate Consolidated Revenues $ 1,254,840 $ 676,633 $ - $ 1,931,473 Depreciation and amortization 23,045 29,686 41 52,772 Operating earnings (loss) 89,043 54,988 (16,463 ) 127,568 Other expense, net 254 Interest expense, net (12,620 ) Income taxes (24,922 ) Net earnings $ 90,280 Total assets $ 474,837 $ 525,850 $ 6,787 $ 1,007,474 Total additions to long lived assets 31,548 90,592 - 122,140 |
Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block] | 2019 2018 United States Revenues $ 2,184,789 $ 1,822,688 Total long-lived assets 1,022,721 539,645 Canada Revenues $ 222,621 $ 108,785 Total long-lived assets 252,788 42,410 Consolidated Revenues $ 2,407,410 $ 1,931,473 Total long-lived assets 1,275,509 582,055 |
Note 1 - Description of the B_2
Note 1 - Description of the Business (Details Textual) | 12 Months Ended |
Dec. 31, 2019 | |
Number of Reportable Segments | 2 |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Details Textual) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Senior Notes, Total | $ 150 |
Finite-Lived Intangible Asset, Useful Life | 11 years 109 days |
Number of Reporting Units | 7 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years |
Trademarks and Trade Names [Member] | |
Finite-Lived Intangible Asset, Useful Life | 3 years 292 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 | 1 year |
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 - Revenue From Contrac_3
Note 3 - Revenue From Contracts With Customers 1 (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
External Broker Costs and Employee Sales Commissions [Member] | ||
Capitalized Contract Cost, Amortization | $ 1,717 | $ 1,220 |
Capitalized Contract Cost, Net, Total | 6,711 | 7,031 |
Capitalized Contract Cost, Impairment Loss | 0 | |
FirstService Brands Segment [Member] | Franchise [Member] | ||
Contract with Customer, Liability, Revenue Recognized | $ 4,462 | $ 3,392 |
FirstService Brands Segment [Member] | Franchise [Member] | Minimum [Member] | ||
Revenue Recognized Period | 5 years | |
FirstService Brands Segment [Member] | Franchise [Member] | Maximum [Member] | ||
Revenue Recognized Period | 10 years |
Note 3 - Revenue From Contrac_4
Note 3 - Revenue From Contracts With Customers 2 (Details Textual) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 $ in Thousands | Dec. 31, 2019USD ($) |
Revenue, Remaining Performance Obligation, Amount | $ 300,499 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period | 1 year |
Note 3 - Revenue Recognition St
Note 3 - Revenue Recognition Standard - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 2,407,410 | $ 1,931,473 |
FirstService Residential Segment [Member] | ||
Revenues | 1,411,998 | 1,254,840 |
FirstService Brands Segment [Member] | ||
Revenues | 995,412 | 676,633 |
FirstService Brands Segment [Member] | Franchisor Owned Outlet [Member] | ||
Revenues | 836,637 | 540,058 |
FirstService Brands Segment [Member] | Franchisor [Member] | ||
Revenues | 153,826 | 132,079 |
FirstService Brands Segment [Member] | Franchise [Member] | ||
Revenues | $ 4,949 | $ 4,496 |
Note 4 - Acquisitions (Details
Note 4 - Acquisitions (Details Textual) $ in Thousands | Jun. 21, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Number of Businesses Acquired | 15 | 12 | |
Business Combination, Acquisition Related Costs | $ 5,884 | $ 4,671 | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (962) | (1,383) | |
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 6,911 | 26,401 | |
Business Combination, Contingent Consideration, Liability, Total | 14,423 | ||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, Low | 13,187 | ||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 15,514 | ||
Contingent Consideration Paid | 10,056 | 9,245 | |
Fair Value, Inputs, Level 3 [Member] | |||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (503) | (167) | |
Business Combination, Contingent Consideration, Liability, Total | $ 14,423 | $ 13,286 | |
FirstService Residential Segment [Member] | |||
Number of Businesses Acquired | 3 | 3 | |
FirstService Brands Segment [Member] | |||
Number of Businesses Acquired | 12 | 9 | |
FirstService Brands Segment [Member] | Global Restoration [Member] | |||
Business Combination, Acquisition Related Costs | $ 2,158 | ||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 0 | ||
FirstService Brands Segment [Member] | Global Restoration [Member] | The Term Loan [Member] | |||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 440,000 | ||
FirstService Brands Segment [Member] | Independent Restoration Companies [Member] | |||
Number of Businesses Acquired | 5 | ||
FirstService Brands Segment [Member] | California Closets [Member] | |||
Number of Businesses Acquired | 3 | 2 | |
FirstService Brands Segment [Member] | Fire Protection Operations [Member] | |||
Number of Businesses Acquired | 2 | 3 | |
FirstService Brands Segment [Member] | Paul Davis Restoration [Member] | |||
Number of Businesses Acquired | 3 |
Note 4 - Acquisitions - Assets
Note 4 - Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Jun. 21, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Cash consideration, net of cash acquired of $6,518 | $ (579,863) | $ (59,444) | ||
Goodwill (note 10) | 644,847 | 335,155 | $ 291,920 | |
FirstService Brands Segment [Member] | ||||
Goodwill (note 10) | $ 433,121 | $ 141,212 | $ 103,697 | |
Global Restoration [Member] | FirstService Brands Segment [Member] | ||||
Accounts receivable | $ 118,678 | |||
Inventories | 31,677 | |||
Prepaid expenses and other current assets | 3,240 | |||
Fixed assets | 22,574 | |||
Operating lease right-of-use assets | 10,566 | |||
Accounts payable | (24,337) | |||
Accrued liabilities | (21,345) | |||
Unearned revenues | (12,779) | |||
Operating lease liabilities - current | (6,500) | |||
Other current liabilities | (649) | |||
Operating lease liabilities - non-current | (4,072) | |||
Long-term debt - non-current | (5,711) | |||
Other liabilities | (615) | |||
Deferred tax liabilities | (51,590) | |||
Redeemable non-controlling interests | (25,433) | |||
33,704 | ||||
Cash consideration, net of cash acquired of $6,518 | (506,680) | |||
Goodwill (note 10) | 250,846 | |||
Global Restoration [Member] | FirstService Brands Segment [Member] | Order or Production Backlog [Member] | ||||
Intangible assets | 7,130 | |||
Global Restoration [Member] | FirstService Brands Segment [Member] | Customer Relationships [Member] | ||||
Intangible assets | 213,150 | |||
Global Restoration [Member] | FirstService Brands Segment [Member] | Trademarks and Trade Names [Member] | ||||
Intangible assets | $ 1,850 |
Note 4 - Acquisitions - Asset_2
Note 4 - Acquisitions - Assets Acquired and Liabilities Assumed (Details) (Parentheticals) $ in Thousands | Jun. 21, 2019USD ($) |
FirstService Brands Segment [Member] | |
Cash acquired | $ 6,518 |
Note 4 - Acquisitions - Busines
Note 4 - Acquisitions - Business Acquisitions, Pro Forma Revenue and Earnings (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Actual, revenues | $ 103,124 | |
Actual, net earnings | 3,780 | |
Supplemental pro forma (unaudited), revenues | 2,494,196 | $ 2,163,426 |
Supplemental pro forma (unaudited), net earnings | (221,769) | 106,069 |
FirstService Brands Segment [Member] | Global Restoration [Member] | ||
Actual, revenues | 219,204 | |
Actual, net earnings | 14,991 | |
Supplemental pro forma (unaudited), revenues | 2,613,433 | 2,368,673 |
Supplemental pro forma (unaudited), net earnings | $ (211,188) | $ 125,174 |
Note 4 - Acquisitions - Acquisi
Note 4 - Acquisitions - Acquisition Details (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Goodwill | $ 309,227 | $ 42,879 |
Acquisition 2019 [Member] | ||
Current assets | 34,454 | |
Non-current assets | 8,175 | |
Current liabilities | (29,059) | |
Non-current liabilities | (1,574) | |
Deferred tax liabilities | (6,328) | |
Redeemable non-controlling interest | (9,874) | |
(4,206) | ||
Cash consideration, net of cash acquired | (73,183) | |
Acquisition date fair value of contingent consideration | (10,611) | |
Total purchase consideration | (83,794) | |
Goodwill | 58,381 | |
Acquisition 2019 [Member] | Order or Production Backlog [Member] | ||
Acquired intangible assets | 4,240 | |
Acquisition 2019 [Member] | Customer Relationships [Member] | ||
Acquired intangible assets | 13,168 | |
Acquisition 2019 [Member] | Trademarks and Trade Names [Member] | ||
Acquired intangible assets | 567 | |
Acquisition 2019 [Member] | Management Contracts and Other [Member] | ||
Acquired intangible assets | $ 11,644 | |
Acquisitions 2018 [Member] | ||
Current assets | 22,383 | |
Non-current assets | 6,961 | |
Current liabilities | (12,049) | |
Deferred tax liabilities | (4,230) | |
Redeemable non-controlling interest | (19,889) | |
(6,824) | ||
Cash consideration, net of cash acquired | (59,444) | |
Acquisition date fair value of contingent consideration | (4,536) | |
Total purchase consideration | (65,015) | |
Acquired intangible assets | 28,960 | |
Goodwill | 42,879 | |
Note consideration | $ (1,035) |
Note 4 - Acquisitions - Acqui_2
Note 4 - Acquisitions - Acquisition Details (Details) (Parentheticals) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Acquisition 2019 [Member] | ||
Cash consideration, net of cash acquired | $ 4,964 | |
Acquisitions 2018 [Member] | ||
Cash consideration, net of cash acquired | $ 3,038 |
Note 5 - Leases (Details Textua
Note 5 - Leases (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Lessee, Operating Lease, Renewal Term | 8 years | |
Operating Lease, Expense | $ 32,161 | $ 26,784 |
Minimum [Member] | ||
Lessee, Operating Lease, Remaining Lease Term | 1 year | |
Maximum [Member] | ||
Lessee, Operating Lease, Remaining Lease Term | 10 years |
Note 5 - Leases - Adoption of A
Note 5 - Leases - Adoption of ASC 842 (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Prepaid expenses and other current assets | $ 41,457 | $ 37,614 | $ 37,739 |
Operating lease right-of-use-assets | 132,893 | 99,265 | |
Accrued liabilities | 165,444 | 124,633 | 132,572 |
Operating lease liabilities | $ 141,869 | 107,469 | |
Retained Earnings | 45,147 | $ 45,537 | |
Accounting Standards Update 2016-02 [Member] | |||
Prepaid expenses and other current assets | (125) | ||
Operating lease right-of-use-assets | 99,265 | ||
Accrued liabilities | (7,939) | ||
Operating lease liabilities | 107,469 | ||
Retained Earnings | $ (390) |
Note 5 - Leases - Supplemental
Note 5 - Leases - Supplemental Cash Flows Information (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 32,383 |
Right-of-use assets obtained in exchange for operating lease obligation | $ 55,663 |
Weighted Average Remaining Operating Lease Term (years) (Year) | 5 years |
Weighted Average Discount Rate | 4.20% |
Note 5 - Leases - Future Minimu
Note 5 - Leases - Future Minimum Operating Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
2020 | $ 36,128 | ||
2021 | 34,586 | ||
2022 | 26,856 | ||
2023 | 20,049 | ||
2024 | 13,865 | ||
Thereafter | 30,080 | ||
Total future minimum lease payments | 161,564 | ||
Less imputed interest | (19,695) | ||
Total | $ 141,869 | $ 107,469 |
Note 5 - Leases - Minimum Opera
Note 5 - Leases - Minimum Operating Lease Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
2019 | $ 24,505 |
2020 | 23,124 |
2021 | 19,643 |
2022 | 15,384 |
2023 | 11,946 |
Thereafter | 21,446 |
Total future minimum lease payments | $ 116,048 |
Note 6 - Other (Income) Expen_3
Note 6 - Other (Income) Expense (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | $ 6,082 | ||
Proceeds from Divestiture of Businesses, Net of Cash Divested, Total | $ 13,030 | ||
National Accounts Commercial Painting Operations [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | |||
Proceeds from Divestiture of Businesses | $ 3,386 | ||
Divestiture of Business, Notes Receivable | 2,800 | ||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | 1,406 | ||
Florida and Arizona-based Landscaping Operations [Member] | Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | |||
Disposal Group, Not Discontinued Operation, Gain (Loss) on Disposal | 4,676 | ||
Proceeds from Divestiture of Businesses, Net of Cash Divested, Total | 9,644 | ||
Cash Divested from Deconsolidation | $ 600 |
Note 6 - Other (Income) Expen_4
Note 6 - Other (Income) Expense - Other (Income) Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Gain on disposal of business | $ (6,082) | |
Other expense | 67 | |
Other income | (254) | |
$ (6,015) | $ (254) |
Note 7 - Components of Workin_3
Note 7 - Components of Working Capital Accounts - Components of Working Capital Accounts (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Work-in-progress | $ 66,514 | $ 26,534 | |
Finished goods | 15,347 | 11,843 | |
Supplies and other | 12,650 | 9,850 | |
94,511 | 48,227 | ||
Accrued payroll and benefits | 94,010 | 73,454 | |
Value appreciation plans | 6,510 | 8,860 | |
Customer advances | 1,454 | 1,365 | |
Other | 63,470 | 48,893 | |
$ 165,444 | $ 124,633 | $ 132,572 |
Note 8 - Fixed Assets (Details
Note 8 - Fixed Assets (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Finance Lease, Right-of-Use Asset | $ 21,060 | $ 9,628 |
Finance Lease, Right-of-use Asset, Net Book Value | $ 10,745 | $ 4,404 |
Note 8 - Fixed Assets - Compone
Note 8 - Fixed Assets - Components of Fixed Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Cost | $ 347,493 | $ 289,815 |
Accumulated depreciation | 215,948 | 191,713 |
Net | 131,545 | 98,102 |
Land [Member] | ||
Cost | 2,521 | 2,521 |
Accumulated depreciation | ||
Net | 2,521 | 2,521 |
Building [Member] | ||
Cost | 10,602 | 10,581 |
Accumulated depreciation | 5,136 | 4,952 |
Net | 5,466 | 5,629 |
Vehicles [Member] | ||
Cost | 85,585 | 67,441 |
Accumulated depreciation | 48,308 | 40,821 |
Net | 37,277 | 26,620 |
Furniture and Fixtures [Member] | ||
Cost | 92,863 | 74,052 |
Accumulated depreciation | 54,806 | 49,275 |
Net | 38,057 | 24,777 |
Computer Equipment [Member] | ||
Cost | 112,752 | 100,743 |
Accumulated depreciation | 83,371 | 76,108 |
Net | 29,381 | 24,635 |
Leasehold Improvements [Member] | ||
Cost | 43,170 | 34,477 |
Accumulated depreciation | 24,327 | 20,557 |
Net | $ 18,843 | $ 13,920 |
Note 9 - Intangible Assets - Co
Note 9 - Intangible Assets - Components of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Gross carrying amount | $ 519,410 | $ 262,198 |
Accumulated amortization | 153,186 | 113,400 |
Net | 366,224 | 148,798 |
Customer Relationships [Member] | ||
Gross carrying amount | 360,228 | 135,844 |
Accumulated amortization | 71,474 | 52,600 |
Net | 288,754 | 83,244 |
Franchise Rights [Member] | ||
Gross carrying amount | 49,806 | 48,558 |
Accumulated amortization | 26,707 | 22,500 |
Net | 23,099 | 26,058 |
Trademarks and Trade Names [Member] | ||
Gross carrying amount | 30,303 | 27,506 |
Accumulated amortization | 18,543 | 16,360 |
Net | 11,760 | 11,146 |
Other Intangible Assets [Member] | ||
Gross carrying amount | 79,073 | 50,290 |
Accumulated amortization | 36,462 | 21,940 |
Net | $ 42,611 | $ 28,350 |
Note 9 - Intangible Assets - Ac
Note 9 - Intangible Assets - Acquired Intangible Assets (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Amount | $ 251,749 |
Finite-Lived Intangible Asset, Useful Life | 11 years 109 days |
Customer Relationships [Member] | |
Amount | $ 226,318 |
Finite-Lived Intangible Asset, Useful Life | 11 years 328 days |
Franchise Rights [Member] | |
Amount | $ 965 |
Finite-Lived Intangible Asset, Useful Life | 7 years 255 days |
Trademarks and Trade Names [Member] | |
Amount | $ 2,417 |
Finite-Lived Intangible Asset, Useful Life | 3 years 292 days |
Other Intangible Assets [Member] | |
Amount | $ 22,049 |
Finite-Lived Intangible Asset, Useful Life | 6 years |
Note 9 - Intangible Assets - Es
Note 9 - Intangible Assets - Estimated Annual Amortization Expense for Recorded Intangible Assets (Details) $ in Thousands | Dec. 31, 2019USD ($) |
2018 | $ 42,602 |
2019 | 34,690 |
2020 | 34,010 |
2021 | 32,669 |
2022 | $ 30,967 |
Note 10 - Goodwill (Details Tex
Note 10 - Goodwill (Details Textual) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill, Impairment Loss | $ 0 |
Note 10 - Goodwill - Components
Note 10 - Goodwill - Components of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Balance | $ 335,155 | $ 291,920 |
Goodwill acquired during the year | 309,227 | 42,879 |
Other items | 1,483 | 2,555 |
Foreign exchange | 1,236 | (2,199) |
Goodwill disposed during the year | (2,254) | |
Balance | 644,847 | 335,155 |
FirstService Residential Segment [Member] | ||
Balance | 193,943 | 188,223 |
Goodwill acquired during the year | 18,446 | 6,248 |
Other items | 527 | 922 |
Foreign exchange | 835 | (1,450) |
Goodwill disposed during the year | (2,025) | |
Balance | 211,726 | 193,943 |
FirstService Brands Segment [Member] | ||
Balance | 141,212 | 103,697 |
Goodwill acquired during the year | 290,781 | 36,631 |
Other items | 956 | 1,633 |
Foreign exchange | 401 | (749) |
Goodwill disposed during the year | (229) | |
Balance | $ 433,121 | $ 141,212 |
Note 11 - Long-term Debt (Detai
Note 11 - Long-term Debt (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Senior Notes, Total | $ 150,000 | |
Long-term Debt, Total | 766,623 | $ 334,523 |
The Term Loan [Member] | ||
Long-term Debt, Total | $ 440,000 | |
Debt Instrument, Periodic Payment, Percentage | 5.00% | |
The Term Loan [Member] | Minimum [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | |
The Term Loan [Member] | Maximum [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | |
Credit Agreement and Senior Notes [Member] | ||
Debt Instrument, Interest Rate, Effective Percentage | 4.40% | |
Revolving Credit Facility [Member] | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 450,000 | |
Debt, Weighted Average Interest Rate | 4.40% | |
Line of Credit Facility, Remaining Borrowing Capacity | $ 261,259 | |
Letters of Credit Outstanding, Amount | $ 6,316 | $ 5,214 |
Revolving Credit Facility [Member] | Minimum [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.25% | |
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 | 4.84% | |
Number of Annual Principal Payments | 5 |
Note 11 - Long-term Debt - Long
Note 11 - Long-term Debt - Long-term Debt and Convertible Debentures (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Senior Notes | $ 150,000 | |
Capital leases maturing at various dates through 2022 | 10,153 | |
Other long-term debt maturing at various dates up to 2023 | 3,493 | |
766,623 | ||
Less: current portion | 5,545 | $ 3,915 |
Long-term debt - non-current | 761,078 | $ 330,608 |
Revolving Credit Facility [Member] | ||
Credit Agreement | $ 602,977 |
Note 11 - Long-term Debt - Prin
Note 11 - Long-term Debt - Principal Repayments on Long-term Debt (Details) $ in Thousands | Dec. 31, 2019USD ($) |
2020 | $ 16,770 |
2021 | 55,230 |
2022 | 54,724 |
2023 | 220,980 |
2024 and thereafter | $ 418,919 |
Note 12 - Redeemable Non-cont_3
Note 12 - Redeemable Non-controlling Interests (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Redeemable Noncontrolling Interest, Equity, Carrying Amount, Total | $ 174,662 | $ 151,585 | $ 117,708 |
Common Shares to Be Issued Upon Settlement of All Put or Call Options | 1,800,000 | ||
Potential Increase Decrease to Dilutive Earnings Per Share Put or Call Options Settled with Common Shares | $ 0.90 | ||
Redemption Amount [Member] | |||
Redeemable Noncontrolling Interest, Equity, Carrying Amount, Total | $ 170,983 | $ 149,132 |
Note 12 - Redeemable Non-cont_4
Note 12 - Redeemable Non-controlling Interests - Reconciliation of the Beginning and Ending NCI Amounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Balance | $ 151,585 | $ 117,708 |
Non-controlling interest share of earnings (note 12) | 7,874 | 11,180 |
Non-controlling interest redemption increment (note 12) | 16,105 | 13,235 |
Distributions paid to RNCI | (5,725) | (6,913) |
Purchases of interests from RNCI, net | (30,648) | (3,890) |
RNCI recognized on business acquisitions | 35,307 | 19,889 |
Other | 164 | 376 |
Balance | $ 174,662 | $ 151,585 |
Note 13 - Capital Stock (Detail
Note 13 - Capital Stock (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Dec. 13, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Stock Issued During Period, Shares, New Issues | 2,165,000 | 2,245,229 | 111,904 |
Sale of Stock, Price Per Share | $ 92.50 | ||
Proceeds from Issuance of Common Stock | $ 200,262 | $ 191,737 | |
Proceeds From Issuance of Common Stock, Net | $ 191,737 |
Note 13 - Capital Stock - Capit
Note 13 - Capital Stock - Capital Stock Issued and Outstanding (Details) - Subordinate Voting Shares [Member] $ in Thousands | Dec. 31, 2019USD ($)shares |
Capital stock issued and outstanding, shares (in shares) | shares | 41,495,957 |
Capital stock issued and outstanding, amount | $ | $ 605,428 |
Note 14 - Stock-based Compens_3
Note 14 - Stock-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 689,500 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Lower Range Limit | $ 23.96 | |
Share-based Payment Arrangement, Option, Exercise Price Range, Upper Range Limit | $ 83.89 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value | $ 53,724 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Remaining Contractual Term | 2 years 222 days | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 9,043 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition | 4 years | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ 4,711 | $ 11,670 |
Share-based Payment Arrangement, 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 Payment Arrangement, Expense | $ 8,126 | $ 5,767 |
Note 14 - Stock-based Compens_4
Note 14 - Stock-based Compensation - Stock Option Activity (Details) $ / shares in Units, $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($)$ / sharesshares | |
Shares issuable under options - Beginning of period, number of options (in shares) | shares | 1,633,150 |
Shares issuable under options - Beginning of period, weighted average exercise price (in dollars per share) | $ / shares | $ 44.68 |
Granted, number of options (in shares) | shares | 438,000 |
Granted, weighted average exercise price (in dollars per share) | $ / shares | $ 83.89 |
Exercised, number of options (in shares) | shares | (432,050) |
Exercised, weighted average exercise price (in dollars per share) | $ / shares | $ 25.30 |
Shares issuable under options - End of period, number of options (in shares) | shares | 1,639,100 |
Shares issuable under options - End of period, weighted average exercise price (in dollars per share) | $ / shares | $ 60.26 |
Shares issuable under options - end of period, weighted average remaining contractual life (Year) | 2 years 219 days |
Shares issuable under options - end of period, aggregate intrinsic value | $ | $ 53,724 |
Options exercisable - End of period, number of options (in shares) | shares | 610,952 |
Options exercisable - End of period, weighted average exercise price (in dollars per share) | $ / shares | $ 47.49 |
Options exercisable - End of period, weighted average remaining contractual life (Year) | 1 year 292 days |
Options exercisable - End of period, aggregate instrinsic value | $ | $ 27,831 |
Note 14 - Stock-based Compens_5
Note 14 - Stock-based Compensation - Options Exercised (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of options exercised (in shares) | 432,050 | |
Aggregate fair value | $ 11,057 | $ 3,682 |
Share-based Payment Arrangement, Option [Member] | ||
Number of options exercised (in shares) | 432,050 | |
Aggregate fair value | $ 37,890 | |
Intrinsic value | 26,833 | |
Amount of cash received | 11,057 | |
Tax benefit recognized | $ 2,932 |
Note 14 - Stock-based Compens_6
Note 14 - Stock-based Compensation - Fair Value of Each Option Grant Assumptions Used (Details) | 12 Months Ended |
Dec. 31, 2019$ / shares | |
Risk free rate | 2.40% |
Expected life in years (Year) | 4 years 273 days |
Expected volatility | 30.60% |
Dividend yield | 0.70% |
Weighted average fair value per option granted (in dollars per share) | $ 23.85 |
Note 15 - Income Tax (Details T
Note 15 - Income Tax (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Tax Credit Carryforward Duration Limit | 20 years | |
Undistributed Earnings of Foreign Subsidiaries | $ 528,519 | $ 429,173 |
Unrecognized Tax Benefits, Ending Balance | 148 | 148 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 148 | 148 |
Tax Adjustments, Settlements, and Unusual Provisions | 0 | 0 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total | $ 38 | $ 38 |
Minimum [Member] | Foreign Tax Authority [Member] | Canada Revenue Agency [Member] | ||
Income Tax Return Examination Period | 3 years | |
Minimum [Member] | Foreign 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] | Foreign 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 15 - Income Tax - Effectiv
Note 15 - Income Tax - Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income tax expense using combined statutory rate of 26.5% (2018 - 26.5%, 2017 - 26.5%) | $ (53,128) | $ 30,529 |
Permanent differences | 1,566 | 785 |
Tax effect of flow through entities | (307) | (491) |
Adjustments to tax liabilities for prior periods | (328) | (526) |
Non-deductible stock-based compensation | 2,153 | 1,528 |
Excess tax benefits related to stock-based compensation | (3,672) | (3,968) |
Foreign, state and provincial tax rate differential | (2,402) | (2,863) |
Settlement of long-term incentive arrangement | 83,310 | |
Other taxes | (45) | (72) |
Total | $ 27,147 | $ 24,922 |
Note 15 - Income Tax - Effect_2
Note 15 - Income Tax - Effective Income Tax Rate Reconciliation (Details) (Parentheticals) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income tax expense using combined statutory rate, statutory rate | 26.50% | 26.50% |
Note 15 - Income Tax - Earning
Note 15 - Income Tax - Earning Before Income Tax by Jurisdiction (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings before income tax | $ (200,484) | $ 115,202 |
Canada Revenue Agency [Member] | Foreign Tax Authority [Member] | ||
Earnings before income tax | (323,100) | 6,854 |
Internal Revenue Service (IRS) [Member] | Domestic Tax Authority [Member] | ||
Earnings before income tax | $ 122,616 | $ 108,348 |
Note 15 - Income Tax - Provisio
Note 15 - Income Tax - Provision for (Recovery of) Income Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current | ||
Current income tax expense (recovery) | $ 34,347 | $ 23,061 |
Deferred | ||
Deferred income tax expense (recovery) | (7,200) | 1,861 |
Total | 27,147 | 24,922 |
Canada Revenue Agency [Member] | ||
Current | ||
Canada, current income tax expense (recovery) | 369 | (554) |
Deferred | ||
Canada, deferred income tax expense (recovery) | (1,620) | 403 |
Internal Revenue Service (IRS) [Member] | ||
Current | ||
United States, current income tax expense (recovery) | 33,978 | 23,615 |
Deferred | ||
United States, deferred income tax expense (recovery) | $ (5,580) | $ 1,458 |
Note 15 - Income Tax - Deferred
Note 15 - Income Tax - Deferred Income Tax Components (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Loss carry-forwards | $ 2,788 | $ 1,567 |
Expenses not currently deductible | 23,283 | 20,440 |
Stock-based compensation | 749 | 1,312 |
Allowance for doubtful accounts | 3,860 | 2,018 |
Inventory and other reserves | 3,024 | 113 |
33,704 | 25,450 | |
Depreciation and amortization | 86,072 | 29,393 |
Basis differences of partnerships and other entities | 793 | 166 |
Prepaid and other expenses deducted for tax purposes | 1,276 | 1,689 |
88,141 | 31,248 | |
Net deferred income tax asset (liability) before valuation allowance | (54,437) | (5,798) |
Valuation allowance | 965 | 779 |
Net deferred income tax asset (liability) | $ (55,402) | $ (6,577) |
Note 15 - Income Tax - Gross Op
Note 15 - Income Tax - Gross Operating Loss Carryforwards (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Loss carry forward | $ 2,788 | $ 1,567 |
Foreign Tax Authority [Member] | Canada Revenue Agency [Member] | ||
Loss carry forward | 4,430 | 1,638 |
Valuation allowance | ||
Net | 4,430 | 1,638 |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||
Loss carry forward | 18,615 | 12,562 |
Valuation allowance | 15,840 | 10,529 |
Net | $ 2,775 | $ 2,033 |
Note 16 - Net Earnings Per Co_3
Note 16 - Net Earnings Per Common Share - Reconciliation of the Denominator Used to Calculate Earnings Per Common Share (Details) - shares | Dec. 13, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Shares issued and outstanding at beginning of period (in shares) | 35,980,047 | 35,916,383 | |
Stock Issued During Period, Shares, New Issues | 2,165,000 | 2,245,229 | 111,904 |
Repurchased during the period (in shares) | (76,076) | ||
Weighted average number of shares used in computing basic earnings per share (in shares) | 38,225,276 | 35,952,211 | |
Assumed exercise of stock options, net of shares assumed acquired under the Treasury Stock Method (in shares) | 437,204 | 619,089 | |
Number of shares used in computing diluted earnings per share (in shares) | 38,662,480 | 36,571,300 |
Note 17 - Other Supplemental _3
Note 17 - Other Supplemental Information - Summary of Other Supplemental Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 2,407,410 | $ 1,931,473 |
Operating earnings | (174,419) | 127,568 |
Total assets | 1,955,469 | 1,007,474 |
Income taxes | 31,562 | 28,221 |
Interest | 29,772 | 11,714 |
Increases in finance lease obligations | 9,928 | 1,919 |
Franchisor Operations [Member] | ||
Operating earnings | 33,999 | 37,709 |
Depreciation and amortization | 6,959 | 5,893 |
Total assets | 140,439 | 128,627 |
Franchisor Operations [Member] | Franchisor [Member] | ||
Revenues | 148,607 | 132,079 |
Franchisor Operations [Member] | Franchise [Member] | ||
Revenues | $ 4,956 | $ 4,496 |
Note 18 - Financial Instrumen_3
Note 18 - Financial Instruments (Details Textual) - Fair Value, Inputs, Level 3 [Member] | Dec. 31, 2019 |
Contingent Consideration Liability [Member] | |
Fair Value Inputs Discount Rate Data Point Concentration | 9.00% |
Fair Value Inputs Weighted Average Discount Rate Increase | 2.00% |
Minimum [Member] | Measurement Input, Discount Rate [Member] | |
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.08 |
Long-term Debt, Measurement Input | 0.02 |
Maximum [Member] | Measurement Input, Discount Rate [Member] | |
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.1 |
Long-term Debt, Measurement Input | 0.025 |
Note 18 - Financial Instrumen_4
Note 18 - Financial Instruments - Financial Assets and Liabilities Carried at Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Business Combination, Contingent Consideration, Liability, Total | $ 14,423 | |
Fair Value, Inputs, Level 1 [Member] | ||
Business Combination, Contingent Consideration, Liability, Total | ||
Fair Value, Inputs, Level 2 [Member] | ||
Business Combination, Contingent Consideration, Liability, Total | ||
Fair Value, Inputs, Level 3 [Member] | ||
Business Combination, Contingent Consideration, Liability, Total | $ 14,423 | $ 13,286 |
Note 18 - Financial Instrumen_5
Note 18 - Financial Instruments - Change in Fair Value of Contingent Consideration Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (962) | $ (1,383) |
Balance, December 31, 2019 | 14,423 | |
Less: current portion | 6,269 | 12,005 |
Non-current portion | 8,154 | 1,281 |
Fair Value, Inputs, Level 3 [Member] | ||
Balance, December 31, 2018 | 13,286 | |
Amounts recognized on acquisitions | 10,611 | |
Amounts recognized on acquisitions of management contracts | 1,751 | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | (503) | (167) |
Resolved and settled in cash | (10,056) | |
Other | (666) | |
Balance, December 31, 2019 | 14,423 | $ 13,286 |
Less: current portion | 6,269 | |
Non-current portion | $ 8,154 |
Note 18 - Financial Instrumen_6
Note 18 - Financial Instruments - Estimated of Fair Values of Other Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other receivables, carrying amount | $ 4,033 | $ 4,212 |
Other receivables, fair value | 4,033 | 4,212 |
Long-term Debt, Total | 766,623 | 334,523 |
Long-term debt, fair value | $ 779,279 | $ 344,198 |
Note 19 - Contingencies (Detail
Note 19 - Contingencies (Details Textual) $ in Thousands, $ in Millions | 1 Months Ended | 12 Months Ended | ||
May 31, 2019USD ($)shares | May 31, 2019CAD ($)shares | Dec. 31, 2019USD ($)shares | Dec. 31, 2018USD ($) | |
Deferred Compensation Arrangement with Individual, Compensation Expense | $ | $ 314,379 | $ 314,379 | ||
Payments for Settlement of LTIA | $ 62,900 | $ 84.3 | ||
Common Stock [Member] | ||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture, Total | 2,918,860 | |||
Common Stock [Member] | Subordinate Voting Shares [Member] | ||||
Shares Issued, Shares, Share-based Payment Arrangement, after Forfeiture, Total | 2,918,860 | 2,918,860 |
Note 20 - Related Party Trans_2
Note 20 - Related Party Transactions (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Operating Lease, Expense | $ 32,161 | $ 26,784 |
Due from Related Parties, Total | 2,564 | 2,064 |
Minority Shareholders of Subsidiaries [Member] | ||
Operating Lease, Expense | $ 1,330 | $ 1,156 |
Lessee, Operating Lease, 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 |
Note 21 - Segmented Informati_3
Note 21 - Segmented Information (Details Textual) | 12 Months Ended |
Dec. 31, 2019 | |
Number of Operating Segments | 2 |
Note 21 - Segmented Informati_4
Note 21 - Segmented Information - Operating Segments (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 2,407,410 | $ 1,931,473 |
Depreciation and amortization | 79,557 | 52,772 |
Operating earnings | (174,419) | 127,568 |
Other income, net | 6,015 | 254 |
Interest expense, net | (32,080) | (12,620) |
Income taxes | (27,147) | (24,922) |
Net earnings (loss) | (227,631) | 90,280 |
Total assets | 1,955,469 | 1,007,474 |
Total additions to long lived assets | 749,345 | 122,140 |
FirstService Residential Segment [Member] | ||
Revenues | 1,411,998 | 1,254,840 |
Depreciation and amortization | 25,628 | 23,045 |
Operating earnings | 104,706 | 89,043 |
Other income, net | ||
Interest expense, net | ||
Income taxes | ||
Net earnings (loss) | ||
Total assets | 625,310 | 474,837 |
Total additions to long lived assets | 112,482 | 31,548 |
FirstService Brands Segment [Member] | ||
Revenues | 995,412 | 676,633 |
Depreciation and amortization | 53,886 | 29,686 |
Operating earnings | 60,586 | 54,988 |
Other income, net | ||
Interest expense, net | ||
Income taxes | ||
Net earnings (loss) | ||
Total assets | 1,323,024 | 525,850 |
Total additions to long lived assets | 636,555 | 90,592 |
Corporate Segment [Member] | ||
Revenues | ||
Depreciation and amortization | 43 | 41 |
Operating earnings | (339,711) | (16,463) |
Other income, net | ||
Interest expense, net | ||
Income taxes | ||
Net earnings (loss) | ||
Total assets | 7,135 | 6,787 |
Total additions to long lived assets | $ 308 |
Note 21 - Segmented Informati_5
Note 21 - Segmented Information - Revenues and Long-lived Assets by Geographic Location (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenues | $ 2,407,410 | $ 1,931,473 |
Total long-lived assets | 1,275,509 | 582,055 |
UNITED STATES | ||
Revenues | 2,184,789 | 1,822,688 |
Total long-lived assets | 1,022,721 | 539,645 |
CANADA | ||
Revenues | 222,621 | 108,785 |
Total long-lived assets | $ 252,788 | $ 42,410 |