UNited STATES Securities
and Exchange Commission
Washington, D.C. 20549
Form 40-F
[ ]
Registration
Statement Pursuant to Section 12 of the Securities Exchange Act of 1934
or
[x] Annual Report Pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended
December 31, 2016
Commission file number
001-36897
FirstService Corporation
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s
name into English (if applicable))
Ontario, Canada
(Province or other jurisdiction of incorporation or organization)
6500
(Primary Standard Industrial Classification Code Number (if applicable))
N/A
(I.R.S. Employer Identification Number (if applicable))
1140 Bay Street, Suite 4000
Toronto, Ontario, Canada M5S 2B4
416-960-9500
(Address and telephone number of Registrant’s principal
executive offices)
Mr. Santino Ferrante, Ferrante & Associates
126 Prospect Street, Cambridge, MA 02139
617-868-5000
(Name, address (including zip code) and telephone number (including
area code) of agent for service in the United States)
Securities registered or to be registered pursuant to Section 12(b)
of the Act:
Title of each class
|
Name of each exchange on which registered
|
Subordinate Voting Shares
|
NASDAQ Stock Market
Toronto Stock Exchange
|
Securities registered or to be registered pursuant to Section 12(g)
of the Act:
None
Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act:
None
For annual reports, indicate by check mark the information filed
with this Form:
[
x
] Annual information form [
x
] Audited annual
financial statements
Indicate the number of outstanding shares of each of the issuer’s classes of capital
or common stock as of the close of the period covered by the annual report:
34,516,917 Subordinate Voting Shares and 1,325,694 Multiple Voting
Shares
Indicate by check mark whether the Registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
[
x
] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted
on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required
to submit and post such files).
[
x
] Yes [ ] No
PRINCIPAL DOCUMENTS
The following documents have been filed as part
of this Annual Report on Form 40-F:
A. Annual Information Form
For the Registrant’s Annual Information
Form for the year ended December 31, 2016, see Exhibit 1 of this Annual Report on Form 40-F.
B. Audited Annual Financial Statements
For the Registrant’s audited consolidated
financial statements as at December 31, 2016 and 2015 and for the years ended December 31, 2016 and 2015, see Exhibit 2 of this
Annual Report on Form 40-F.
C. Management’s Discussion and Analysis
For the Registrant’s management’s
discussion and analysis for the year ended December 31, 2016, see Exhibit 3 of this Annual Report on Form 40-F.
DISCLOSURE CONTROLS AND PROCEDURES
The Registrant’s Chief Executive Officer
and Chief Financial Officer have evaluated the effectiveness of the Registrant’s disclosure controls and procedures (as
defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
as of the end of the period covered by this annual report (the “Evaluation Date”). Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that, as of the Evaluation Date, the Registrant’s disclosure
controls and procedures were effective to ensure that information required to be disclosed by the Registrant in reports that it
files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified
in the rules and forms of the Securities and Exchange Commission (the “SEC”) and (ii) accumulated and communicated
to the Registrant’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure.
MANAGEMENT’S ANNUAL REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate
internal control over financial reporting for the Registrant. Internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles.
Due to its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any evaluation of its effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Management has excluded thirteen individually insignificant entities
acquired by the Registrant during the last fiscal period from its assessment of internal control over financial reporting as at
December 31, 2016. The total assets and total revenues of the thirteen majority-owned entities represent 7.3% and 8.6%, respectively,
of the related consolidated financial statement amounts as at and for the year ended December 31, 2016.
Management has assessed the effectiveness of the Registrant’s
internal control over financial reporting as at December 31, 2016, based on the criteria set forth in
Internal Control –
Integrated Framework (2013)
issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this
assessment, management has concluded that, as at December 31, 2016, the Registrant’s internal control over financial reporting
was effective.
The effectiveness of the Registrant’s internal control over
financial reporting as at December 31, 2016 has been audited by PricewaterhouseCoopers LLP, the Registrant’s independent
registered public accounting firm, as stated in their report filed in Exhibit 2 of this Annual Report on Form 40-F.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL
REPORTING
During the year ended December 31, 2016, there were no changes
in the Registrant’s internal control over financial reporting that have materially affected, or are reasonably likely to
materially affect, the Registrant’s internal control over financial reporting.
NOTICES PURSUANT TO REGULATION BTR
There were no notices required by Rule 104 of Regulation BTR that
the Registrant sent during the year ended December 31, 2016 concerning any equity security subject to a blackout period under
Rule 101 of Regulation BTR.
AUDIT COMMITTEE FINANCIAL
EXPERT
The Registrant’s board of directors (the
“Board of Directors”) has determined that it has at least one audit committee financial expert (as such term is defined
in item 8(a) of General Instruction B to Form 40-F) serving on its audit committee (the “Audit Committee”). Mr. Bernard
I. Ghert has been determined by the Board of Directors to be such audit committee financial expert and is independent (as such
term is defined by the NASDAQ Stock Market’s corporate governance standards applicable to the Registrant).
Mr. Ghert was previously President and Chief
Executive Officer of the Cadillac Fairview Corporation Limited from 1981 to 1987 and President of Stelworth Investments Inc. from
1987 to 1992. Mr. Ghert has been a director of many organizations in the private and public sectors, including Cadillac Fairview,
Stelworth, CT Financial and Canada Trust, Wellington Insurance and the Canada Deposit Insurance Corporation. Mr. Ghert has served
as Director of the Managers of several Middlefield Funds, President of the Canadian Institute of Public Real Estate Companies
and was a former member of the Advisory Board of the Office of the Superintendent of Financial Institutions. Mr. Ghert currently
is the Lead Director of the Board of the Registrant, Chairman of the Independent Review Committee of Middlefield Fund Management
Limited, President of the B.I. Ghert Family Foundation, President of Coppi Holdings Ltd., a Director on Sinai Health System's
Board and Past Chair of the Mount Sinai Hospital Board of Directors.
The SEC has indicated that the designation of
Mr. Bernard I. Ghert as an audit committee financial expert does not make him an “expert” for any purpose, impose
on him any duties, obligations or liability that are greater than the duties, obligations or liability imposed on him as a member
of the Audit Committee and the Board of Directors in absence of such designation, or affect the duties, obligations or liability
of any other member of the Audit Committee or Board of Directors.
CODE OF ETHICS
The Registrant has adopted a Code of Ethics and
Conduct that applies to all directors, officers and employees of the Registrant and its subsidiaries, and a Financial Management
Code of Ethics, which applies to senior management and senior financial and accounting personnel of the Registrant and its subsidiaries.
A copy of the Code of Ethics and Conduct and the Financial Management Code of Ethics can be obtained, free of charge, on the Registrant’s
website (www.firstservice.com) or by contacting the Registrant at (416) 960-9500.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets out the fees billed
to the Registrant by PricewaterhouseCoopers LLP for professional services rendered for the fiscal period ended December 31, 2016
and 2015. During this period, PricewaterhouseCoopers LLP was the Registrant’s only external auditor.
(in thousands of US$)
|
|
Year ended December 31, 2016
|
|
|
Year ended December 31, 2015
|
|
Audit fees (note 1)
|
|
$
|
717
|
|
|
$
|
697
|
|
Audit-related fees (note 2)
|
|
|
19
|
|
|
|
28
|
|
Tax fees (note 3)
|
|
|
84
|
|
|
|
-
|
|
All other fees (note 4)
|
|
|
121
|
|
|
|
94
|
|
|
|
$
|
941
|
|
|
$
|
819
|
|
Notes:
|
1.
|
Refers to the aggregate fees billed by
the Registrant's external auditor for audit services relating to the audit of the Registrant
and statutory audits required by subsidiaries.
|
|
2.
|
Refers to the aggregate fees billed for
assurance and related services by the Registrant's external auditor that are reasonably
related to the performance of the audit or review of the Registrant's financial statements
and are not reported under (1) above, including professional services rendered by the
Registrant's external auditor for accounting consultations on proposed transactions and
consultations related to accounting and reporting standards. Such fees included amounts
incurred in respect of: due diligence and other work related to the disposition and acquisition
of businesses, such work being unrelated to the audit of the Registrant's financial statements;
accounting consultations with respect to proposed transactions, as well as other audit-related
services.
|
|
3.
|
Refers to the aggregate fees billed
for professional services rendered by the Registrant's external auditor for tax compliance,
tax advice and tax planning.
|
4. Refers to fees for licensing
and subscriptions to accounting and tax research tools, as well as administration and out-of-pocket expenses.
The Registrant’s Audit Committee pre-approves
all audit services and permitted non-audit services provided to the Registrant by PricewaterhouseCoopers LLP. The Audit Committee
has delegated to the Chair of the Audit Committee, who is independent, the authority to act on behalf of the Audit Committee with
respect to the pre-approval of all audit and permitted non-audit services provided by its external auditors from time to time.
Any approvals by the Chair are reported to the full Audit Committee at its next meeting. All of the services described in footnotes
2, 3 and 4 under “Principal Accountant Fees and Services” above were approved by the Audit Committee pursuant to paragraph
(c)(7)(i)(C) of Rule 2-01 of Regulation S-X.
OFF-BALANCE SHEET ARRANGEMENTS
The Registrant does not have any off-balance sheet arrangements
that have, or are reasonably likely to have, a current or future material effect on the Registrant’s financial performance
or financial condition other than the payments which may be required to be made under the sale of control arrangement contained
in the restated management services agreement with the Registrant, Jayset Management FSV Inc. and Jay S. Hennick. A description
of the sale of control arrangement is set out in Note 10 to the consolidated financial statements included as Exhibit 2 to this
Annual Report on Form 40-F, and is incorporated herein by reference.
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS
The information provided in the table entitled
“Contractual Obligations” under the section entitled “Liquidity and Capital Resources” in the management’s
discussion and analysis included as Exhibit 3 to this Annual Report on Form 40-F, is incorporated herein by reference.
IDENTIFICATION OF
THE AUDIT COMMITTEE
The Registrant has a separately designated standing
Audit Committee established in accordance with section 3(a)(58)(A) of the Exchange Act. The members of the Audit Committee are
Messrs. Bernard I. Ghert (Chair), Michael Stein, and Erin J. Wallace.
UNDERTAKING AND CONSENT
TO SERVICE OF PROCESS
The Registrant undertakes to make available,
in person or by telephone, representatives to respond to inquiries made by the staff of the SEC, and to furnish promptly, when
requested to do so by the SEC staff, information relating to: the securities registered pursuant to Form 40-F; the securities
in relation to which the obligation to file an Annual Report on Form 40-F arises or transactions in said securities.
B.
|
|
Consent to Service of Process
|
The Registrant has previously filed with the SEC an Appointment
of Agent for Service of Process and Undertaking on Form F-X in connection with its Subordinate Voting Shares.
SIGNATURE
Pursuant to the requirements of the Exchange Act, the Registrant
certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on
its behalf by the undersigned, thereto duly authorized.
|
FirstService Corporation
|
|
|
|
|
Date: February 22, 2017
|
By:
|
/s/ Jeremy Rakusin
|
|
Name:
|
Jeremy Rakusin
|
|
Title:
|
Chief Financial Officer
|
EXHIBIT INDEX
|
1.
|
Annual Information Form of the Registrant
for the year ended December 31, 2016.
|
|
2.
|
Audited consolidated financial statements
of the Registrant as at December 31, 2016 and 2015 and for years ended December 31, 2016
and 2015, in accordance with generally accepted accounting principles in the United States.
|
|
3.
|
Management’s discussion and analysis
of the Registrant for the year ended December 31, 2016.
|
|
23.
|
Consent of PricewaterhouseCoopers LLP.
|
|
31.
|
Certifications of
Chief Executive Officer and Chief Financial Officer pursuant to Rule 13(a)-14(a)
or 15(d)-14 of the Securities Exchange
Act of 1934.
|
|
32.
|
Certifications
of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101.
|
Interactive
Data File.
|
FirstService (NASDAQ:FSV)
Historical Stock Chart
From Jun 2024 to Jul 2024
FirstService (NASDAQ:FSV)
Historical Stock Chart
From Jul 2023 to Jul 2024