Colliers International Group Inc. (NASDAQ and TSX: CIGI)
(“Colliers” or the “Company”) today announced operating and
financial results for the second quarter ended June 30, 2022. All
amounts are in US dollars.
For the quarter ended June 30, 2022, revenues
were $1.13 billion, up 19% (23% in local currency), adjusted EBITDA
(note 1) was $161.3 million, up 18% (21% in local currency) and
adjusted EPS (note 2) was $1.84, up 16% versus the prior year
period. Second quarter adjusted EPS would have been approximately
$0.05 higher excluding foreign exchange impacts. GAAP operating
earnings were $103.9 million. Prior year GAAP operating loss of
$385.8 million included a $471.9 million settlement of the
Long-Term Incentive Arrangement (“LTIA”) with the Company’s
Chairman & CEO which was approved by 95% of disinterested
shareholders. GAAP diluted net earnings per share were $0.67 versus
diluted net loss of $10.53 in the prior year quarter. Second
quarter GAAP EPS would have been approximately $0.05 higher
excluding changes in foreign exchange rates.
For the six months ended June 30, 2022, revenues
were $2.13 billion, up 24% (27% in local currency), adjusted EBITDA
(note 1) was $282.8 million, up 24% (26% in local currency) and
adjusted EPS (note 2) was $3.28, up 24% versus prior year. Six
months ended June 30, 2022 adjusted EPS would have been
approximately $0.07 higher excluding foreign exchange impacts. The
GAAP operating earnings were $144.7 million and included $27.0
million loss on disposal of the Company’s operations in Russia.
Prior year GAAP operating loss of $345.8 million included the
settlement of the LTIA. The GAAP earnings per share were $0.26 as
compared to diluted loss per share of $10.80. Year to date GAAP EPS
would have been approximately $0.08 higher excluding changes in
foreign exchange rates.
“Colliers reported strong second quarter results
with continued solid revenue growth across all service lines,” said
Jay S. Hennick, Global Chairman & CEO of Colliers.
“During the quarter, we also continued to grow
our Investment Management segment in both size and scale furthering
our goal of becoming a major player in the rapidly growing
alternative private capital industry. We completed two acquisitions
and a third after quarter end. Then, in late June, we announced the
addition of Versus Capital, a highly successful alternative real
asset manager in the US with strong private wealth distribution
capabilities. Once completed, Colliers will have more than $85
billion in assets under management (“AUM”).“
“Investment Management now comprises about 30%
of Colliers’ pro forma annualized adjusted EBITDA and the business
compares very favorably with other public peers in the investment
management industry. Our revenues are predominately from recurring
management fees, about 90% of our investment funds are perpetual or
long-dated strategies – defined as 10 years or more, and 70% are in
rapidly growing sectors like alternatives and infrastructure. Most
importantly, each of our platforms has a long history of delivering
top-tier performance for investors through all investment cycles.
Over the past 6 years, Colliers has built an impressive Investment
Management business and we continue to see great potential in the
years to come.”
“Separately, during the quarter, we added a
building consultancy and project management leader in the UK,
enhancing our service capabilities in Europe and continuing the
growth of our Outsourcing & Advisory segment.”
“Overall, Colliers continues to transform into a
more resilient, global and diversified services company with 55% of
our pro forma earnings coming from recurring revenue streams and
the balance from essential advisory services. Based on acquisitions
already completed or announced, we expect 2022 to be a record year
of capital deployment, with more than $1 billion invested.“
“With our strong global brand and operating
platform, proven track record of more than 27 years, balanced and
diversified business model, unique enterprising culture and
significant inside ownership, we expect to continue delivering
excellent returns for shareholders for many years to come,” he
concluded.
About ColliersColliers (NASDAQ,
TSX: CIGI) is a leading diversified professional services and
investment management company. With operations in 63 countries, our
17,000 enterprising professionals work collaboratively to provide
expert real estate and investment advice to clients. For more than
27 years, our experienced leadership with significant inside
ownership has delivered compound annual investment returns of 20%
for shareholders. With annual revenues of $4.5 billion and $81
billion of assets under management, Colliers maximizes the
potential of property and real assets to accelerate the success of
our clients, our investors and our people. Learn more at
corporate.colliers.com, Twitter @Colliers or LinkedIn.
Consolidated Revenues by Line of
Service
|
|
|
Three months ended |
|
|
|
Six months ended |
|
|
(in thousands of US$) |
|
|
June 30 |
Change |
Change |
|
June 30 |
Change |
Change |
(LC =
local currency) |
|
|
2022 |
|
2021 |
in US$ % |
in LC% |
|
2022 |
|
2021 |
in US$ % |
in LC% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outsourcing &
Advisory |
|
$ |
475,865 |
|
$ |
388,661 |
22 |
% |
27 |
% |
|
$ |
890,410 |
|
$ |
728,777 |
22 |
% |
26 |
% |
Investment
Management(1) |
|
|
75,127 |
|
|
50,477 |
49 |
% |
50 |
% |
|
|
161,504 |
|
|
95,104 |
70 |
% |
71 |
% |
Leasing |
|
|
277,396 |
|
|
241,257 |
15 |
% |
18 |
% |
|
|
514,668 |
|
|
420,917 |
22 |
% |
25 |
% |
Capital
Markets |
|
|
299,458 |
|
|
265,599 |
13 |
% |
16 |
% |
|
|
562,176 |
|
|
476,110 |
18 |
% |
21 |
% |
Total revenues |
|
|
$ |
1,127,846 |
|
$ |
945,994 |
19 |
% |
23 |
% |
|
$ |
2,128,758 |
|
$ |
1,720,908 |
24 |
% |
27 |
% |
(1) Investment
Management local currency revenues, excluding pass-through carried
interest, were up 45% and 42% for the three and six months ended
June 30, 2022, respectively. |
Consolidated revenues for the second quarter
increased 23% on a local currency basis with all service lines up,
led by Investment Management and Outsourcing & Advisory.
Consolidated internal revenues measured in local currencies were up
15% (note 3) versus the prior year quarter.
For the six months ended June 30, 2022,
consolidated revenues increased 27% on a local currency basis.
Consolidated internal revenues measured in local currencies were up
21% (note 3).
Segmented Second Quarter
ResultsRevenues in the Americas region totalled $740.7
million for the second quarter, up 27% (28% in local currency)
versus $582.8 million in the prior year quarter. Outsourcing &
Advisory revenues were up sharply, driven by Engineering &
Design (including recent acquisitions). Capital Markets growth was
robust, particularly in industrial and land sales, partially offset
by a reduction in debt origination activity. Adjusted EBITDA was
$101.6 million, up 29% (30% in local currency) over the prior year
quarter and included an $11.7 million gain on the termination of a
lease, offset by (i) higher discretionary and variable costs as
well as (ii) changes in revenue mix with a reduction in
higher-margin debt origination. GAAP operating earnings were $81.1
million, relative to $63.2 million in the prior year quarter.
Revenues in the EMEA region totalled $169.3
million for the second quarter, up 7% (20% in local currency)
compared to $158.6 million in the prior year quarter. Revenue
growth was led by Outsourcing & Advisory (including recent
acquisition). Leasing activity was up, however, Capital Markets
revenues were impacted by geopolitical uncertainty in the region.
Adjusted EBITDA was $14.4 million, down 30% (21% in local currency)
relative to the prior year and was impacted by (i) lower Capital
Markets revenues and (ii) higher discretionary and variable costs.
GAAP operating earnings were $4.2 million, versus operating
earnings of $14.4 million in the prior year quarter.
Revenues in the Asia Pacific region totalled
$142.6 million for the second quarter compared to $154.0 million in
the prior year quarter, down 7% (down 1% in local currency).
Revenues were impacted by continued COVID-19 lockdowns in several
Asian markets which extended until late in the quarter. Adjusted
EBITDA was $19.5 million, down 5% (up 2% in local currency) from
$20.7 million in the prior year quarter. GAAP operating earnings
was $17.6 million, versus $16.7 million in the prior year
quarter.
Investment Management revenues for the second
quarter were $75.1 million compared to $50.5 million in the prior
year quarter, up 49% (48% in local currency). Passthrough revenue
from historical carried interest represented $1.9 million for the
quarter versus nil in the prior year quarter. Excluding the impact
of carried interest, revenue was up 45% (45% in local currency)
driven by (i) management fee growth from increased assets under
management and (ii) two acquisitions completed during the quarter.
Adjusted EBITDA was $29.2 million, up 37% (36% in local currency)
over the prior year quarter. GAAP operating earnings were $19.2
million in the quarter, versus $14.2 million in the prior year
quarter. Assets under management were $68.7 billion as of June 30,
2022, up 54% from $44.5 billion on June 30, 2021. Including
Rockwood Capital, completed on July 6, 2022, assets under
management are now $81 billion, of which $70 billion are either
perpetual or long-dated strategies.
Unallocated global corporate costs as reported
in Adjusted EBITDA were $3.4 million in the second quarter,
relative to $5.0 million in the prior year quarter. The corporate
GAAP operating loss for the quarter was $18.2 million relative to a
loss of $494.3 million in the second quarter of 2021, with the
prior year period impacted by (i) the settlement of the LTIA and
(ii) contingent acquisition consideration expense related to
acquisitions.
Outlook for 2022The Company is
increasing its outlook for full year 2022 to reflect the impact of
recent acquisitions and operating results year to date. The
financial outlook is based on the Company’s best available
information as of the date of this press release, and remains
subject to change based on, but not limited to, numerous
macroeconomic, health, social, geopolitical (including escalation
of hostilities, outbreak of war, elections, disruption of supply
chains) and related factors.
Measure |
Updated |
Previous |
Revenue growth |
Low double digit revenue growth:
- High-single digit internal growth
- Balance from acquisitions (including Rockwood, Versus and
PEAKURBAN)
|
Low double digit revenue growth:
- Mid to high-single digit internal growth
- Balance from acquisitions
|
AEBITDA Margin |
Up 60 bps – 100 bps |
Up 40 bps – 80 bps |
Consolidated income tax rate |
27%-29% |
25%-27% |
NCI share of earnings |
20%-22% |
18%-20% |
AEPS growth |
Low-twenties |
High-teens |
Conference CallColliers will be
holding a conference call on Wednesday, August 3, 2022 at 11:00
a.m. Eastern Time to discuss the quarter’s results. The call, as
well as a supplemental slide presentation, will be simultaneously
web cast and can be accessed live or after the call at
corporate.colliers.com in the Events section.
Forward-looking StatementsThis
press release includes or may include forward-looking statements.
Forward-looking statements include the Company’s financial
performance outlook and statements regarding goals, beliefs,
strategies, objectives, plans or current expectations. These
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results to be materially
different from any future results, performance or achievements
contemplated in the forward-looking statements. Such factors
include: economic conditions, especially as they relate to
commercial and consumer credit conditions and consumer spending,
particularly in regions where our business may be concentrated;
commercial real estate and real asset values, vacancy rates and
general conditions of financial liquidity for real estate
transactions; trends in pricing and risk assumption for commercial
real estate services; the effect of significant movements in
average capitalization rates across different asset types; a
reduction by companies in their reliance on outsourcing for their
commercial real estate needs, which would affect revenues and
operating performance; competition in the markets served by the
Company; the ability to attract new clients and to retain major
clients and renew related contracts; the ability to retain and
incentivize producers; increases in wage and benefit costs; the
effects of changes in interest rates on the cost of borrowing;
unexpected increases in operating costs, such as insurance,
workers’ compensation and health care; changes in the frequency or
severity of insurance incidents relative to historical experience;
the effects of changes in foreign exchange rates in relation to the
US dollar on the Company’s Canadian dollar, Euro, Australian dollar
and UK pound sterling denominated revenues and expenses; the impact
of pandemics on client demand for the Company’s services, the
ability of the Company to deliver its services and the health and
productivity of its employees; the impact of global climate change;
the impact of political events including elections, referenda,
trade policy changes, immigration policy changes, hostilities and
terrorism on the Company’s operations; the ability to identify and
make acquisitions at reasonable prices and successfully integrate
acquired operations; the ability to execute on, and adapt to,
information technology strategies and trends; the ability to comply
with laws and regulations related to our global operations,
including real estate investment management and mortgage banking
licensure, labour and employment laws and regulations, as well as
the anti-corruption laws and trade sanctions; and changes in
government laws and policies at the federal, state/provincial or
local level that may adversely impact the business.
Additional information and risk factors are
identified in the Company’s other periodic filings with Canadian
and US securities regulators (which factors are adopted herein and
a copy of which can be obtained at www.sedar.com). Forward looking
statements contained in this press release are made as of the date
hereof and are subject to change. All forward-looking statements in
this press release are qualified by these cautionary statements.
Except as required by applicable law, Colliers undertakes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
Summary financial information is provided in
this press release. This press release should be read in
conjunction with the Company's consolidated financial statements
and MD&A to be made available on SEDAR at www.sedar.com.
NotesNon-GAAP
Measures1. Reconciliation of net earnings to adjusted
EBITDA:
Adjusted EBITDA is defined as net earnings,
adjusted to exclude: (i) income tax; (ii) other expense (income);
(iii) interest expense; (iv) settlement of LTIA; (v) loss on
disposal of operations; (vi) depreciation and amortization,
including amortization of mortgage servicing rights (“MSRs”); (vii)
gains attributable to MSRs; (viii) acquisition-related items
(including contingent acquisition consideration fair value
adjustments, contingent acquisition consideration-related
compensation expense and transaction costs); (ix) restructuring
costs and (x) stock-based compensation expense. We use adjusted
EBITDA to evaluate our own operating performance and our ability to
service debt, as well as an integral part of our planning and
reporting systems. Additionally, we use this measure in conjunction
with discounted cash flow models to determine the Company’s overall
enterprise valuation and to evaluate acquisition targets. We
present adjusted EBITDA as a supplemental measure because we
believe such measure is useful to investors as a reasonable
indicator of operating performance because of the low capital
intensity of the Company’s service operations. We believe this
measure is a financial metric used by many investors to compare
companies, especially in the services industry. This measure is not
a recognized measure of financial performance under GAAP in the
United States, and should not be considered as a substitute for
operating earnings, net earnings or cash flow from operating
activities, as determined in accordance with GAAP. Our method of
calculating adjusted EBITDA may differ from other issuers and
accordingly, this measure may not be comparable to measures used by
other issuers. A reconciliation of net earnings to adjusted EBITDA
appears below.
|
Three months
ended |
|
Six months
ended |
|
June 30 |
|
June 30 |
(in thousands of
US$) |
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
(loss) |
$ |
66,731 |
|
|
$ |
(412,601 |
) |
|
$ |
88,048 |
|
|
$ |
(387,794 |
) |
Income tax |
|
28,610 |
|
|
|
20,872 |
|
|
|
44,937 |
|
|
|
29,719 |
|
Other income, including equity earnings from non-consolidated
investments |
|
(1,062 |
) |
|
|
(1,964 |
) |
|
|
(4,190 |
) |
|
|
(3,946 |
) |
Interest expense, net |
|
9,571 |
|
|
|
7,916 |
|
|
|
15,889 |
|
|
|
16,200 |
|
Operating earnings (loss) |
|
103,850 |
|
|
|
(385,777 |
) |
|
|
144,684 |
|
|
|
(345,821 |
) |
Settlement of LTIA |
|
- |
|
|
|
471,928 |
|
|
|
- |
|
|
|
471,928 |
|
Loss on disposal of operations |
|
950 |
|
|
|
- |
|
|
|
27,040 |
|
|
|
- |
|
Depreciation and amortization |
|
44,097 |
|
|
|
34,574 |
|
|
|
80,737 |
|
|
|
72,351 |
|
Gains attributable to MSRs |
|
(2,526 |
) |
|
|
(5,841 |
) |
|
|
(7,823 |
) |
|
|
(14,916 |
) |
Equity earnings from non-consolidated investments |
|
906 |
|
|
|
1,732 |
|
|
|
4,066 |
|
|
|
3,138 |
|
Acquisition-related items |
|
9,365 |
|
|
|
16,695 |
|
|
|
24,448 |
|
|
|
35,542 |
|
Restructuring costs |
|
181 |
|
|
|
650 |
|
|
|
271 |
|
|
|
943 |
|
Stock-based compensation expense |
|
4,490 |
|
|
|
2,597 |
|
|
|
9,351 |
|
|
|
5,522 |
|
Adjusted
EBITDA |
$ |
161,313 |
|
|
$ |
136,558 |
|
|
$ |
282,774 |
|
|
$ |
228,687 |
|
2. Reconciliation of net earnings and diluted
net earnings per common share to adjusted net earnings and adjusted
EPS:
Adjusted EPS is defined as diluted net earnings
per share as calculated under the “if-converted” method, adjusted
for the effect, after income tax, of: (i) the non-controlling
interest redemption increment; (ii) settlement of LTIA; (iii) loss
on disposal of operations; (iv) amortization expense related to
intangible assets recognized in connection with acquisitions and
MSRs; (v) gains attributable to MSRs; (vi) acquisition-related
items; (vii) restructuring costs and (viii) stock-based
compensation expense. We believe this measure is useful to
investors because it provides a supplemental way to understand the
underlying operating performance of the Company and enhances the
comparability of operating results from period to period. Adjusted
EPS is not a recognized measure of financial performance under
GAAP, and should not be considered as a substitute for diluted net
earnings per share from continuing operations, as determined in
accordance with GAAP. Our method of calculating this non-GAAP
measure may differ from other issuers and, accordingly, this
measure may not be comparable to measures used by other issuers. A
reconciliation of net earnings to adjusted net earnings and of
diluted net earnings per share to adjusted EPS appears below.
Adjusted EPS is calculated using the
“if-converted” method of calculating earnings per share in relation
to the Convertible Notes, which were issued on May 19, 2020. As
such, the interest (net of tax) on the Convertible Notes is added
to the numerator and the additional shares issuable on conversion
of the Convertible Notes are added to the denominator of the
earnings per share calculation to determine if an assumed
conversion is more dilutive than no assumption of conversion. The
“if-converted” method is used if the impact of the assumed
conversion is dilutive. The “if-converted” method is dilutive for
the adjusted EPS calculation for all periods presented.
|
Three months
ended |
|
Six months
ended |
|
June 30 |
|
June 30 |
(in thousands of
US$) |
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
(loss) |
$ |
66,731 |
|
|
$ |
(412,601 |
) |
|
$ |
88,048 |
|
|
$ |
(387,794 |
) |
Non-controlling interest share of earnings |
|
(11,806 |
) |
|
|
(11,745 |
) |
|
|
(20,322 |
) |
|
|
(19,525 |
) |
Interest on Convertible Notes |
|
2,300 |
|
|
|
2,300 |
|
|
|
4,600 |
|
|
|
4,600 |
|
Settlement of LTIA |
|
- |
|
|
|
471,928 |
|
|
|
- |
|
|
|
471,928 |
|
Loss on disposal of operations |
|
950 |
|
|
|
- |
|
|
|
27,040 |
|
|
|
- |
|
Amortization of intangible assets |
|
32,279 |
|
|
|
23,533 |
|
|
|
56,870 |
|
|
|
50,871 |
|
Gains attributable to MSRs |
|
(2,526 |
) |
|
|
(5,841 |
) |
|
|
(7,823 |
) |
|
|
(14,916 |
) |
Acquisition-related items |
|
9,365 |
|
|
|
16,695 |
|
|
|
24,448 |
|
|
|
35,542 |
|
Restructuring costs |
|
181 |
|
|
|
650 |
|
|
|
271 |
|
|
|
943 |
|
Stock-based compensation expense |
|
4,490 |
|
|
|
2,597 |
|
|
|
9,351 |
|
|
|
5,522 |
|
Income tax on adjustments |
|
(9,891 |
) |
|
|
(8,517 |
) |
|
|
(16,310 |
) |
|
|
(18,183 |
) |
Non-controlling interest on adjustments |
|
(4,269 |
) |
|
|
(3,460 |
) |
|
|
(7,939 |
) |
|
|
(6,795 |
) |
Adjusted net
earnings |
$ |
87,804 |
|
|
$ |
75,539 |
|
|
$ |
158,234 |
|
|
$ |
122,193 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended |
|
Six months
ended |
|
June 30 |
|
June 30 |
(in US$) |
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net earnings (loss) per common share(1) |
$ |
0.64 |
|
|
$ |
(9.53 |
) |
|
$ |
0.24 |
|
|
$ |
(9.75 |
) |
Interest on Convertible Notes, net of tax |
|
0.04 |
|
|
|
0.04 |
|
|
|
0.07 |
|
|
|
0.07 |
|
Non-controlling interest redemption increment |
|
0.51 |
|
|
|
0.67 |
|
|
|
1.16 |
|
|
|
0.96 |
|
Settlement of LTIA |
|
- |
|
|
|
9.86 |
|
|
|
- |
|
|
|
10.19 |
|
Loss on disposal of operations |
|
0.02 |
|
|
|
- |
|
|
|
0.56 |
|
|
|
- |
|
Amortization expense, net of tax |
|
0.41 |
|
|
|
0.29 |
|
|
|
0.71 |
|
|
|
0.66 |
|
Gains attributable to MSRs, net of tax |
|
(0.03 |
) |
|
|
(0.07 |
) |
|
|
(0.09 |
) |
|
|
(0.18 |
) |
Acquisition-related items |
|
0.18 |
|
|
|
0.26 |
|
|
|
0.45 |
|
|
|
0.56 |
|
Restructuring costs, net of tax |
|
- |
|
|
|
0.01 |
|
|
|
- |
|
|
|
0.01 |
|
Stock-based compensation expense, net of tax |
|
0.07 |
|
|
|
0.05 |
|
|
|
0.18 |
|
|
|
0.12 |
|
Adjusted EPS |
$ |
1.84 |
|
|
$ |
1.58 |
|
|
$ |
3.28 |
|
|
$ |
2.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted weighted
average shares for Adjusted EPS (thousands) |
|
47,804 |
|
|
|
47,846 |
|
|
|
48,302 |
|
|
|
46,303 |
|
(1)Amounts shown
reflect the "if-converted" method's dilutive impact on the adjusted
EPS calculation for the three and six months ended June 30,
2022 and 2021. |
3. Reconciliation of net cash flow from
operations to free cash flow:
Free cash flow is defined as net cash flow from
operating activities plus contingent acquisition consideration
paid, plus the cash portion of the LTIA settlement, less purchases
of fixed assets, plus cash collections on AR Facility deferred
purchase price. We use free cash flow as a measure to evaluate and
monitor operating performance as well as our ability to service
debt, fund acquisitions and pay of dividends to shareholders and
distributions to non-controlling interests. We present free cash
flow as a supplemental measure because we believe this measure is a
financial metric used by many investors to compare valuation and
liquidity measures across companies, especially in the services
industry. This measure is not a recognized measure of financial
performance under GAAP in the United States, and should not be
considered as a substitute for operating earnings, net earnings or
cash flow from operating activities, as determined in accordance
with GAAP. Our method of calculating free cash flow may differ from
other issuers and accordingly, this measure may not be comparable
to measures used by other issuers. A reconciliation of net cash
flow from operating activities to free cash flow appears below.
|
Three months
ended |
|
Six months
ended |
|
June 30 |
|
June 30 |
(in thousands of
US$) |
2022 |
|
|
2021 |
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash
provided by (used in) operating activities |
$ |
32,399 |
|
|
$ |
56,687 |
|
|
$ |
(248,310 |
) |
|
$ |
18,548 |
|
Contingent acquisition consideration paid |
|
1,257 |
|
|
|
2,997 |
|
|
|
60,810 |
|
|
|
10,472 |
|
Settlement of LTIA (cash portion) |
|
- |
|
|
|
96,186 |
|
|
|
- |
|
|
|
96,186 |
|
Purchase of fixed assets |
|
(13,581 |
) |
|
|
(10,510 |
) |
|
|
(23,416 |
) |
|
|
(32,603 |
) |
Cash collections on AR Facility deferred purchase price |
|
90,101 |
|
|
|
11,824 |
|
|
|
256,429 |
|
|
|
22,732 |
|
Free cash
flow |
$ |
110,176 |
|
|
$ |
157,184 |
|
|
$ |
45,513 |
|
|
$ |
115,335 |
|
4. Local currency revenue growth rate and
internal revenue growth rate measures
Percentage revenue variances presented on a
local currency basis are calculated by translating the current
period results of our non-US dollar denominated operations to US
dollars using the foreign currency exchange rates from the periods
against which the current period results are being compared.
Percentage revenue variances presented on an internal growth basis
are calculated assuming no impact from acquired entities in the
current and prior periods. Revenue from acquired entities,
including any foreign exchange impacts, are treated as acquisition
growth until the respective anniversaries of the acquisitions. We
believe that these revenue growth rate methodologies provide a
framework for assessing the Company’s performance and operations
excluding the effects of foreign currency exchange rate
fluctuations and acquisitions. Since these revenue growth rate
measures are not calculated under GAAP, they may not be comparable
to similar measures used by other issuers.
5. Assets under management
We use the term assets under management (“AUM”)
as a measure of the scale of our Investment Management operations.
AUM is defined as the gross market value of operating assets and
the projected gross cost of development assets of the funds,
partnerships and accounts to which we provide management and
advisory services, including capital that such funds, partnerships
and accounts have the right to call from investors pursuant to
capital commitments. Our definition of AUM may differ from those
used by other issuers and as such may not be directly comparable to
similar measures used by other issuers.
6. Adjusted EBITDA from recurring revenue
percentage
Adjusted EBITDA from recurring revenue
percentage is computed on a trailing twelve-month basis and
represents the proportion of adjusted EBITDA (note 1) that is
derived from Outsourcing & Advisory and Investment Management
service lines. Both these service lines represent medium to
long-term duration revenue streams that are either contractual or
repeatable in nature. We report this metric on a pro forma basis,
incorporating the expected full year impact of business
acquisitions and dispositions.
COLLIERS
INTERNATIONAL GROUP INC. |
CONDENSED
CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) |
(in thousands of
US$, except per share amounts) |
|
|
|
|
|
Three months |
|
|
Six months |
|
|
|
|
|
ended June 30 |
|
|
ended June 30 |
(unaudited) |
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
1,127,846 |
|
|
$ |
945,994 |
|
|
$ |
2,128,758 |
|
|
$ |
1,720,908 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
|
|
703,302 |
|
|
|
576,652 |
|
|
|
1,334,855 |
|
|
|
1,044,382 |
|
Selling, general and administrative expenses |
|
|
266,282 |
|
|
|
231,922 |
|
|
|
516,994 |
|
|
|
442,526 |
|
Depreciation |
|
|
11,818 |
|
|
|
11,041 |
|
|
|
23,867 |
|
|
|
21,480 |
|
Amortization of intangible assets |
|
|
32,279 |
|
|
|
23,533 |
|
|
|
56,870 |
|
|
|
50,871 |
|
Acquisition-related items (1) |
|
|
9,365 |
|
|
|
16,695 |
|
|
|
24,448 |
|
|
|
35,542 |
|
Loss on disposal of operations |
|
|
950 |
|
|
|
- |
|
|
|
27,040 |
|
|
|
- |
|
Settlement of long-term incentive arrangement
(2) |
|
|
- |
|
|
|
471,928 |
|
|
|
- |
|
|
|
471,928 |
|
Operating earnings (loss) |
|
|
103,850 |
|
|
|
(385,777 |
) |
|
|
144,684 |
|
|
|
(345,821 |
) |
Interest expense, net |
|
|
9,571 |
|
|
|
7,916 |
|
|
|
15,889 |
|
|
|
16,200 |
|
Equity earnings from unconsolidated
investments |
|
|
(906 |
) |
|
|
(1,732 |
) |
|
|
(4,066 |
) |
|
|
(3,138 |
) |
Other (income) expense |
|
|
(156 |
) |
|
|
(232 |
) |
|
|
(124 |
) |
|
|
(808 |
) |
Earnings (loss) before income tax |
|
|
95,341 |
|
|
|
(391,729 |
) |
|
|
132,985 |
|
|
|
(358,075 |
) |
Income tax |
|
|
28,610 |
|
|
|
20,872 |
|
|
|
44,937 |
|
|
|
29,719 |
|
Net earnings (loss) |
|
|
66,731 |
|
|
|
(412,601 |
) |
|
|
88,048 |
|
|
|
(387,794 |
) |
Non-controlling interest share of earnings |
|
|
11,806 |
|
|
|
11,745 |
|
|
|
20,322 |
|
|
|
19,525 |
|
Non-controlling interest redemption increment |
|
|
24,564 |
|
|
|
31,771 |
|
|
|
56,005 |
|
|
|
44,311 |
|
Net earnings (loss) attributable to
Company |
|
$ |
30,361 |
|
|
$ |
(456,117 |
) |
|
$ |
11,721 |
|
|
$ |
(451,630 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) per common
share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.70 |
|
|
$ |
(10.53 |
) |
|
$ |
0.27 |
|
|
$ |
(10.80 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted (3) |
|
$ |
0.67 |
|
|
$ |
(10.53 |
) |
|
$ |
0.26 |
|
|
$ |
(10.80 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EPS (4) |
|
$ |
1.84 |
|
|
$ |
1.58 |
|
|
$ |
3.28 |
|
|
$ |
2.64 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares (thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
43,336 |
|
|
|
43,329 |
|
|
|
43,698 |
|
|
|
41,801 |
|
|
|
Diluted |
|
|
47,804 |
|
|
|
43,329 |
|
|
|
44,328 |
|
|
|
41,801 |
|
Notes to Condensed Consolidated
Statements of Earnings(1) Acquisition-related items
include contingent acquisition consideration fair value
adjustments, contingent acquisition consideration-related
compensation expense and transaction costs.(2) Settlement of
Long-Term Incentive Arrangement with the Company’s Chairman &
CEO as approved by 95% of the Company’s disinterested shareholders.
The settlement resulted in a cash payment of $96,186 and the
issuance of 3,572,858 Subordinate Voting Shares on April 16,
2021.(3) Diluted EPS is calculated using the “if-converted”
method of calculating earnings per share in relation to the
Convertible Notes, which were issued on May 19, 2020. As such, the
interest (net of tax) on the Convertible Notes is added to the
numerator and the additional shares issuable on conversion of the
Convertible Notes are added to the denominator of the earnings per
share calculation to determine if an assumed conversion is more
dilutive than no assumption of conversion. The “if-converted”
method is used if the impact of the assumed conversion is dilutive.
The “if-converted” method is dilutive for the three months ended
June 30, 2022. The “if-converted” method is anti-dilutive for the
three-month period ended June 30, 2021 and six-month periods ended
June 30, 2022 and 2021.(4) See definition and reconciliation
above.
COLLIERS
INTERNATIONAL GROUP INC. |
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATED BALANCE SHEETS |
|
|
|
|
|
|
|
|
(in thousands of
US$) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
December 31, |
|
June 30, |
(unaudited) |
2022 |
|
2021 |
|
2021 |
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Cash and cash
equivalents |
$ |
171,312 |
|
$ |
396,745 |
|
$ |
147,515 |
Restricted cash
(1) |
|
35,142 |
|
|
28,526 |
|
|
30,052 |
Accounts
receivable and contract assets |
|
609,196 |
|
|
573,710 |
|
|
456,217 |
Warehouse
receivables (2) |
|
33,595 |
|
|
174,717 |
|
|
62,838 |
Prepaids and other
assets |
|
264,690 |
|
|
353,220 |
|
|
205,294 |
Real estate assets
held for sale |
|
199,461 |
|
|
44,089 |
|
|
- |
|
Current
assets |
|
1,313,396 |
|
|
1,571,007 |
|
|
901,916 |
Other non-current
assets |
|
140,677 |
|
|
120,071 |
|
|
100,526 |
Fixed assets |
|
144,346 |
|
|
144,755 |
|
|
139,598 |
Operating lease
right-of-use assets |
|
316,731 |
|
|
316,517 |
|
|
319,768 |
Deferred tax
assets, net |
|
68,429 |
|
|
68,502 |
|
|
55,167 |
Goodwill and
intangible assets |
|
2,198,567 |
|
|
1,652,878 |
|
|
1,663,937 |
|
Total
assets |
$ |
4,182,146 |
|
$ |
3,873,730 |
|
$ |
3,180,912 |
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders' equity |
|
|
|
|
|
|
|
|
Accounts payable
and accrued liabilities |
$ |
913,059 |
|
$ |
1,082,774 |
|
$ |
736,393 |
Other current
liabilities |
|
96,272 |
|
|
186,089 |
|
|
131,336 |
Long-term debt -
current |
|
4,808 |
|
|
1,458 |
|
|
2,142 |
Warehouse credit
facilities (2) |
|
27,208 |
|
|
162,911 |
|
|
55,566 |
Operating lease
liabilities - current |
|
78,138 |
|
|
80,928 |
|
|
81,144 |
Liabilities
related to real estate assets held for sale |
|
109,666 |
|
|
23,095 |
|
|
- |
|
Current
liabilities |
|
1,229,151 |
|
|
1,537,255 |
|
|
1,006,581 |
Long-term debt -
non-current |
|
1,035,178 |
|
|
529,596 |
|
|
537,956 |
Operating lease
liabilities - non-current |
|
298,121 |
|
|
296,633 |
|
|
298,668 |
Other
liabilities |
|
129,094 |
|
|
120,489 |
|
|
103,658 |
Deferred tax
liabilities, net |
|
55,093 |
|
|
42,371 |
|
|
38,729 |
Convertible
notes |
|
225,866 |
|
|
225,214 |
|
|
224,578 |
Redeemable
non-controlling interests |
|
720,685 |
|
|
536,903 |
|
|
448,271 |
Shareholders'
equity |
|
488,958 |
|
|
585,269 |
|
|
522,471 |
|
Total liabilities and equity |
$ |
4,182,146 |
|
$ |
3,873,730 |
|
$ |
3,180,912 |
|
|
|
|
|
|
|
|
|
|
Supplemental balance sheet information |
|
|
|
|
|
|
|
|
Total debt
(3) |
$ |
1,039,986 |
|
$ |
531,054 |
|
$ |
540,098 |
Total debt, net of
cash and cash equivalents (3) |
|
868,674 |
|
|
134,309 |
|
|
392,583 |
Net debt / pro
forma adjusted EBITDA ratio (4) |
|
1.4 |
|
|
0.3 |
|
|
0.9 |
Notes to Condensed Consolidated Balance
Sheets
(1) Restricted cash consists primarily of
cash amounts set aside to satisfy legal or contractual requirements
arising in the normal course of business.(2) Warehouse
receivables represent mortgage loans receivable, the majority of
which are offset by borrowings under warehouse credit facilities
which fund loans that financial institutions have committed to
purchase.(3) Excluding warehouse credit facilities and
convertible notes.(4) Net debt for financial leverage ratio
excludes restricted cash, warehouse credit facilities and
convertible notes, in accordance with debt agreements.
COLLIERS INTERNATIONAL GROUP
INC. |
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS |
|
|
|
|
|
|
|
(in thousands of US$) |
|
|
|
|
Three months
ended |
|
|
Six months
ended |
|
|
|
|
June 30 |
|
|
June 30 |
(unaudited) |
|
|
2022 |
|
|
|
2021 |
|
|
|
2022 |
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by (used in) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
|
$ |
66,731 |
|
|
$ |
(412,601 |
) |
|
$ |
88,048 |
|
|
$ |
(387,794 |
) |
Items not affecting cash: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization |
|
|
44,097 |
|
|
|
34,574 |
|
|
|
80,737 |
|
|
|
72,351 |
|
|
Settlement of long-term incentive arrangement |
|
|
- |
|
|
|
375,742 |
|
|
|
- |
|
|
|
375,742 |
|
|
Loss on disposal of operations |
|
|
950 |
|
|
|
- |
|
|
|
27,040 |
|
|
|
- |
|
|
Gains attributable to mortgage servicing rights |
|
|
(2,526 |
) |
|
|
(5,841 |
) |
|
|
(7,823 |
) |
|
|
(14,916 |
) |
|
Gains attributable to the fair value of loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
premiums and origination fees |
|
|
(4,272 |
) |
|
|
(10,705 |
) |
|
|
(11,554 |
) |
|
|
(22,283 |
) |
|
Deferred income tax |
|
|
(16 |
) |
|
|
(13,073 |
) |
|
|
(11,193 |
) |
|
|
(22,504 |
) |
|
Other |
|
|
22,842 |
|
|
|
19,394 |
|
|
|
40,629 |
|
|
|
61,285 |
|
|
|
|
|
127,806 |
|
|
|
(12,510 |
) |
|
|
205,884 |
|
|
|
61,881 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in accounts receivable, prepaid |
|
|
|
|
|
|
|
|
|
|
|
|
|
expenses and other assets |
|
|
(165,922 |
) |
|
|
(55,446 |
) |
|
|
(337,927 |
) |
|
|
(79,233 |
) |
Increase (decrease) in accounts payable,
accrued |
|
|
|
|
|
|
|
|
|
|
|
|
|
expenses and other liabilities |
|
|
(19,206 |
) |
|
|
14,331 |
|
|
|
(9,346 |
) |
|
|
1,779 |
|
Increase (decrease) in accrued compensation |
|
|
60,535 |
|
|
|
82,799 |
|
|
|
(208,235 |
) |
|
|
(1,677 |
) |
Contingent acquisition consideration paid |
|
|
(1,257 |
) |
|
|
(2,997 |
) |
|
|
(60,810 |
) |
|
|
(10,472 |
) |
Mortgage origination activities, net |
|
|
7,527 |
|
|
|
16,327 |
|
|
|
16,271 |
|
|
|
35,378 |
|
Sales to AR Facility, net |
|
|
22,916 |
|
|
|
14,183 |
|
|
|
145,853 |
|
|
|
10,892 |
|
Net cash provided by (used in) operating
activities |
|
|
32,399 |
|
|
|
56,687 |
|
|
|
(248,310 |
) |
|
|
18,548 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of businesses, net of cash
acquired |
|
|
(328,120 |
) |
|
|
(366 |
) |
|
|
(380,598 |
) |
|
|
(4,207 |
) |
Purchases of fixed assets |
|
|
(13,581 |
) |
|
|
(10,510 |
) |
|
|
(23,416 |
) |
|
|
(32,603 |
) |
Purchase of held for sale real estate assets |
|
|
(117,042 |
) |
|
|
- |
|
|
|
(117,042 |
) |
|
|
- |
|
Proceeds from sale of held for sale real estate
assets |
|
|
48,505 |
|
|
|
- |
|
|
|
48,505 |
|
|
|
- |
|
Cash collections on AR Facility deferred purchase
price |
|
|
90,101 |
|
|
|
11,824 |
|
|
|
256,429 |
|
|
|
22,732 |
|
Other investing activities |
|
|
(10,682 |
) |
|
|
(9,696 |
) |
|
|
(31,647 |
) |
|
|
(20,789 |
) |
Net cash used in investing activities |
|
|
(330,819 |
) |
|
|
(8,748 |
) |
|
|
(247,769 |
) |
|
|
(34,867 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Increase in long-term debt, net |
|
|
345,676 |
|
|
|
16,140 |
|
|
|
537,406 |
|
|
|
69,932 |
|
Purchases of non-controlling interests, net |
|
|
(7,595 |
) |
|
|
(13,707 |
) |
|
|
(33,557 |
) |
|
|
(21,840 |
) |
Dividends paid to common shareholders |
|
|
- |
|
|
|
- |
|
|
|
(6,608 |
) |
|
|
(2,009 |
) |
Distributions paid to non-controlling
interests |
|
|
(26,628 |
) |
|
|
(21,305 |
) |
|
|
(41,554 |
) |
|
|
(35,228 |
) |
Repurchases of Subordinate Voting Shares |
|
|
(53,681 |
) |
|
|
- |
|
|
|
(126,366 |
) |
|
|
- |
|
Other financing activities |
|
|
(4,329 |
) |
|
|
1,496 |
|
|
|
(34,053 |
) |
|
|
6,464 |
|
Net cash provided by (used in) financing
activities |
|
|
253,443 |
|
|
|
(17,376 |
) |
|
|
295,268 |
|
|
|
17,319 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
|
(14,167 |
) |
|
|
888 |
|
|
|
(18,006 |
) |
|
|
(966 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
equivalents and restricted cash |
|
|
(59,144 |
) |
|
|
31,451 |
|
|
|
(218,817 |
) |
|
|
34 |
|
Cash and cash equivalents and |
|
|
|
|
|
|
|
|
|
|
|
|
|
restricted cash, beginning of period |
|
|
265,598 |
|
|
|
146,116 |
|
|
|
425,271 |
|
|
|
177,533 |
|
Cash and cash equivalents and |
|
|
|
|
|
|
|
|
|
|
|
|
|
restricted cash, end
of period |
|
$ |
206,454 |
|
|
$ |
177,567 |
|
|
$ |
206,454 |
|
|
$ |
177,567 |
|
COLLIERS
INTERNATIONAL GROUP INC. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SEGMENTED
RESULTS |
(in thousands of
US dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asia |
|
Investment |
|
|
|
|
(unaudited) |
Americas |
|
EMEA |
|
Pacific |
|
Management |
|
Corporate |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
months ended June 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ |
740,711 |
|
$ |
169,271 |
|
|
$ |
142,604 |
|
$ |
75,148 |
|
$ |
112 |
|
|
$ |
1,127,846 |
|
|
Adjusted
EBITDA |
|
101,573 |
|
|
14,367 |
|
|
|
19,543 |
|
|
29,199 |
|
|
(3,369 |
) |
|
|
161,313 |
|
|
Operating earnings
(loss) |
|
81,108 |
|
|
4,209 |
|
|
|
17,558 |
|
|
19,150 |
|
|
(18,175 |
) |
|
|
103,850 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ |
582,769 |
|
$ |
158,571 |
|
|
$ |
154,018 |
|
$ |
50,477 |
|
$ |
159 |
|
|
$ |
945,994 |
|
|
Adjusted EBITDA |
|
78,923 |
|
|
20,640 |
|
|
|
20,677 |
|
|
21,330 |
|
|
(5,012 |
) |
|
|
136,558 |
|
|
Operating earnings (loss) |
|
63,239 |
|
|
14,393 |
|
|
|
16,692 |
|
|
14,157 |
|
|
(494,258 |
) |
|
|
(385,777 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asia |
|
Investment |
|
|
|
|
|
Americas |
|
EMEA |
|
Pacific |
|
Management |
|
Corporate |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months
ended June 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ |
1,382,409 |
|
$ |
322,596 |
|
|
$ |
261,984 |
|
$ |
161,525 |
|
$ |
244 |
|
|
$ |
2,128,758 |
|
|
Adjusted
EBITDA |
|
182,639 |
|
|
19,286 |
|
|
|
29,762 |
|
|
56,000 |
|
|
(4,913 |
) |
|
|
282,774 |
|
|
Operating earnings
(loss) (1) |
|
142,415 |
|
|
(26,572 |
) |
|
|
25,783 |
|
|
36,371 |
|
|
(33,313 |
) |
|
|
144,684 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ |
1,058,546 |
|
$ |
284,684 |
|
|
$ |
282,269 |
|
$ |
95,104 |
|
$ |
305 |
|
|
$ |
1,720,908 |
|
|
Adjusted EBITDA |
|
135,849 |
|
|
25,144 |
|
|
|
36,195 |
|
|
39,075 |
|
|
(7,576 |
) |
|
|
228,687 |
|
|
Operating earnings (loss) |
|
106,092 |
|
|
13,304 |
|
|
|
28,400 |
|
|
24,088 |
|
|
(517,705 |
) |
|
|
(345,821 |
) |
Notes to Segmented Results(1) Operating
earnings (loss) include $27,040 loss on disposal of certain
operations, primarily in EMEA.
COMPANY CONTACTS:Jay S. HennickGlobal Chairman & Chief
Executive Officer
Christian MayerGlobal Chief Financial Officer(416) 960-9500
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