Colliers International Group Inc. (NASDAQ and TSX: CIGI)
(“Colliers” or the “Company”) today announced operating and
financial results for the first quarter ended March 31, 2023. All
amounts are in US dollars.
For the quarter ended March 31, 2023, revenues
were $965.9 million, down 3% (1% in local currency), Adjusted
EBITDA (note 1) was $104.6 million, down 14% (14% in local
currency) and Adjusted EPS (note 2) was $0.86, down 40% versus the
prior year period. First quarter adjusted EPS was not materially
impacted by changes in foreign exchange rates. GAAP operating
earnings were $22.1 million as compared to $40.8 million in the
prior year quarter. GAAP diluted net loss per share was $0.47
versus $0.42 in the prior year quarter. First quarter GAAP diluted
net loss per share was not materially impacted by changes in
foreign exchange rates.
“During the seasonally slow first quarter,
Investment Management and Outsourcing & Advisory delivered
robust growth, Leasing was up slightly and, as expected, Capital
Markets declined considerably in line with overall market
conditions. Since our initial outlook 90 days ago, we have seen
higher interest rates and challenging debt markets impact
transaction volumes. Now with the additional stress on the banking
system and increasing limitations on debt availability, there is
more uncertainty around property valuations. Until interest rates
stabilize and financing of real estate transactions becomes more
predictable, we expect transaction activity to remain
muted,” said Jay S. Hennick, Global Chairman & CEO of
Colliers.
“Aside from our Capital Markets segment, the
momentum from the rest of our business is strong. Revenues from
Investment Management and Outsourcing & Advisory increased 40%
and 13%, respectively, and together these segments represent more
than 60% of our overall Adjusted EBITDA. Having a large proportion
of our earnings coming from these revenue streams highlights the
transformation of Colliers into a much more balanced, diversified
and resilient company.”
“After quarter end, Colliers continued to build
on its global platform by completing acquisitions in Australia and
New Zealand in our Engineering & Design and Project Management
segments. In addition, we announced the early redemption, effective
June 1, 2023, of our outstanding 4% convertible notes. Eliminating
the convertible notes will reduce interest costs and simplify our
balance sheet.”
“Our shareholders know that Colliers has a
history of seizing its greatest opportunities during challenging
times. We believe that higher interest rates and tighter access to
capital gives us a tremendous advantage in completing acquisitions,
recruiting key talent and scaling in our newer growth engines
that will translate into additional value for shareholders,” he
concluded.
About ColliersColliers (NASDAQ,
TSX: CIGI) is a leading diversified professional services and
investment management company. With operations in 66 countries, our
18,000 enterprising professionals work collaboratively to provide
expert real estate and investment advice to clients. For more than
28 years, our experienced leadership with significant inside
ownership has delivered compound annual investment returns of
approximately 20% for shareholders. With annual revenues of $4.5
billion and $98 billion of assets under management, Colliers
maximizes the potential of property and real assets to accelerate
the success of our clients, our investors and our people. Learn
more at corporate.colliers.com, Twitter @Colliers or LinkedIn.
Consolidated Revenues by Line of Service
|
|
|
Three months ended |
Change |
Change |
(in thousands of
US$) |
|
|
March 31 |
in US$ % |
in LC% |
(LC = local currency) |
|
|
2023 |
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
Outsourcing &
Advisory |
|
$ |
454,930 |
|
|
$ |
414,545 |
|
10 |
% |
13 |
% |
Investment
Management (1) |
|
|
120,746 |
|
|
|
86,377 |
|
40 |
% |
40 |
% |
Leasing |
|
|
238,387 |
|
|
|
237,272 |
|
0 |
% |
2 |
% |
Capital
Markets |
|
|
151,840 |
|
|
|
262,718 |
|
-42 |
% |
-41 |
% |
Total revenues |
|
|
$ |
965,903 |
|
|
$ |
1,000,912 |
|
-3 |
% |
-1 |
% |
(1) Investment Management local currency revenues, excluding
pass-through carried interest, were up 96% for the three months
ended March 31, 2023 |
|
Consolidated revenues decreased 1% on a local
currency basis in the seasonally slow first quarter. Investment
Management and Outsourcing & Advisory generated robust growth,
Leasing was up slightly while Capital Markets declined in line with
overall market conditions. Consolidated internal revenues measured
in local currencies declined 9% (note 3) versus the prior year
quarter.
Segmented First Quarter
ResultsRevenues in the Americas region totalled $581.6
million for the first quarter, down 9% (8% in local currency)
versus $641.7 million in the comparative prior year quarter. The
decline was related to the significant fall-off in Capital Markets
transaction volumes across all asset classes, relative to a very
strong prior year quarter. Outsourcing & Advisory revenues were
up high single digits, driven by growth in Engineering & Design
and Property Management, while Leasing revenues were flat. Adjusted
EBITDA was $53.9 million, down 34% (33% in local currency) relative
to the strong prior year quarter. The decline in Adjusted EBITDA
was due to lower revenues and a change in service mix. GAAP
operating earnings were $32.9 million, relative to $61.3 million in
the prior year quarter.
Revenues in the EMEA region totalled $143.4
million, down 6% (2% in local currency) compared to $153.3 million
in the prior year quarter. Revenue declined significantly in
Capital Markets, in line with overall market conditions. Adjusted
EBITDA was a loss of $11.3 million in the seasonally slow first
quarter as compared to earnings of $4.9 million in the prior year
quarter. GAAP operating loss was $25.0 million, versus $30.8
million in the prior year quarter.
Revenues in the Asia Pacific region totalled
$120.1 million compared to $119.4 million in the prior year
quarter, up 1% (7% in local currency), with growth in Leasing and
Outsourcing & Advisory more than offsetting a decline in
Capital Markets. Adjusted EBITDA was $8.0 million, down 21% (15% in
local currency) relative to the strong prior year quarter on
changes in service mix. GAAP operating earnings were $5.0 million,
versus $8.2 million in the prior year quarter.
Investment Management revenues for the first
quarter were $120.7 million compared to $86.4 million in the prior
year quarter, up 40% (40% in local currency). Passthrough revenue
(from historical carried interest) was nil versus $24.7 million in
the prior year quarter. Excluding the impact of carried interest,
revenue was up 96% (96% in local currency) driven by (i)
acquisitions and (ii) management fee growth from increased assets
under management. Adjusted EBITDA was $54.9 million, up 105% (105%
in local currency) over the prior year quarter. GAAP operating
earnings were $14.8 million in the quarter, versus $17.2 million in
the prior year quarter with the reduction attributable to
contingent acquisition consideration related to recent
acquisitions. Assets under management were $97.6 billion as of
March 31, 2023, as compared to $97.7 billion as of December 31,
2022, with modestly lower asset values mostly offset by net capital
inflows.
Unallocated global corporate costs as reported
in Adjusted EBITDA were $0.9 million in the first quarter, relative
to $1.5 million in the prior year quarter. The corporate GAAP
operating loss for the quarter was $5.5 million relative to $15.1
million in the first quarter of 2022.
Outlook for 2023In early
February, the Company provided its initial outlook for 2023. Since
then, a significant banking crisis has occurred, availability of
credit has tightened further and uncertainty around asset
valuations has increased, causing a revision to the outlook. Lower
transaction volumes are now expected to persist for the remainder
of the year. Capital Markets revenues are expected to be down
30-40% for the second quarter versus the prior year period, with
year-over-year comparisons becoming more favourable in the third
and fourth quarters.
Robust growth (including the impact of recent
acquisitions) is expected to continue in the Company’s high value
recurring service lines, Investment Management and Outsourcing
& Advisory, while Leasing is expected to remain flat to down
slightly. The Company expects higher Adjusted EBITDA margins in
2023 due to the change in service mix (greater proportion of
earnings coming from higher-margin Investment Management) offset in
part by lower Capital Markets margins, net of cost control measures
across the Company. Adjusted EPS growth is expected to continue to
be impacted by increased interest costs as well as a larger
proportion of earnings growth generated from non-wholly owned
operations.
The outlook for 2023, including the impact of
acquisitions completed in 2022 and to the present date in 2023, is
as follows:
|
|
2023 Outlook |
Measure |
2022 |
Revised |
Prior |
Revenue |
$4.5 billion |
$4.4 billion - $4.6 billion |
$4.6 billion - $4.8 billion |
AEBITDA |
$630.5 million |
$670 million - $720 million |
$710 million - $750 million |
AEPS |
$6.99 |
$6.70 - $7.50 |
$7.50 - $8.00 |
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 numerous macroeconomic,
health, social, geopolitical and related factors.
Conference CallColliers will be
holding a conference call on Tuesday, May 2, 2023 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 employees; 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, war
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.
This press release does not constitute an offer
to sell or a solicitation of an offer to purchase an interest in
any fund.
Notes Non-GAAP
Measures 1. 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) loss on disposal of operations; (v)
depreciation and amortization, including amortization of mortgage
servicing rights (“MSRs”); (vi) gains attributable to MSRs; (vii)
acquisition-related items (including contingent acquisition
consideration fair value adjustments, contingent acquisition
consideration-related compensation expense and transaction costs);
(viii) restructuring costs and (ix) 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 |
|
March 31 |
(in thousands of US$) |
2023 |
|
|
2022 |
|
|
|
|
|
|
|
Net earnings (loss) |
$ |
(907 |
) |
|
$ |
21,317 |
|
Income tax |
|
3,539 |
|
|
|
16,327 |
|
Other income,
including equity earnings from non-consolidated investments |
|
(3,320 |
) |
|
|
(3,128 |
) |
Interest expense,
net |
|
22,832 |
|
|
|
6,318 |
|
Operating
earnings |
|
22,144 |
|
|
|
40,834 |
|
Loss on disposal
of operations |
|
- |
|
|
|
26,090 |
|
Depreciation and
amortization |
|
49,492 |
|
|
|
36,640 |
|
Gains attributable
to MSRs |
|
(3,035 |
) |
|
|
(5,297 |
) |
Equity earnings
from non-consolidated investments |
|
3,154 |
|
|
|
3,160 |
|
Acquisition-related items |
|
26,468 |
|
|
|
15,083 |
|
Restructuring
costs |
|
743 |
|
|
|
90 |
|
Stock-based
compensation expense |
|
5,657 |
|
|
|
4,861 |
|
Adjusted EBITDA |
$ |
104,623 |
|
|
$ |
121,461 |
|
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) loss on disposal of operations;
(iii) amortization expense related to intangible assets recognized
in connection with acquisitions and MSRs; (iv) gains attributable
to MSRs; (v) acquisition-related items; (vi) restructuring costs
and (vii) 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 |
|
March 31 |
(in thousands of US$) |
2023 |
|
|
2022 |
|
|
|
|
|
|
|
Net earnings (loss) |
$ |
(907 |
) |
|
$ |
21,317 |
|
Non-controlling
interest share of earnings |
|
(10,941 |
) |
|
|
(8,516 |
) |
Interest on
Convertible Notes |
|
2,300 |
|
|
|
2,300 |
|
Loss on disposal
of operations |
|
- |
|
|
|
26,090 |
|
Amortization of
intangible assets |
|
36,843 |
|
|
|
24,591 |
|
Gains attributable
to MSRs |
|
(3,035 |
) |
|
|
(5,297 |
) |
Acquisition-related items |
|
26,468 |
|
|
|
15,083 |
|
Restructuring
costs |
|
743 |
|
|
|
90 |
|
Stock-based
compensation expense |
|
5,657 |
|
|
|
4,861 |
|
Income tax on
adjustments |
|
(11,348 |
) |
|
|
(6,419 |
) |
Non-controlling
interest on adjustments |
|
(5,153 |
) |
|
|
(3,670 |
) |
Adjusted net earnings |
$ |
40,627 |
|
|
$ |
70,430 |
|
|
|
|
|
|
|
|
Three months ended |
|
March 31 |
(in US$) |
2023 |
|
|
2022 |
|
|
|
|
|
|
|
Diluted net loss
per common share(1) |
$ |
(0.42 |
) |
|
$ |
(0.38 |
) |
Interest on
Convertible Notes, net of tax |
|
0.04 |
|
|
|
0.04 |
|
Non-controlling
interest redemption increment |
|
0.17 |
|
|
|
0.64 |
|
Loss on disposal
of operations |
|
- |
|
|
|
0.53 |
|
Amortization
expense, net of tax |
|
0.48 |
|
|
|
0.30 |
|
Gains attributable
to MSRs, net of tax |
|
(0.04 |
) |
|
|
(0.06 |
) |
Acquisition-related items |
|
0.52 |
|
|
|
0.27 |
|
Restructuring
costs, net of tax |
|
0.01 |
|
|
|
- |
|
Stock-based
compensation expense, net of tax |
|
0.10 |
|
|
|
0.10 |
|
Adjusted
EPS |
$ |
0.86 |
|
|
$ |
1.44 |
|
|
|
|
|
|
|
Diluted
weighted average shares for Adjusted EPS (thousands) |
|
47,422 |
|
|
|
48,791 |
|
(1) Amounts shown reflect the "if-converted" method's dilutive
impact on the Adjusted EPS calculation for the three months ended
March 31, 2023 and 2022. |
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, less purchases of fixed assets, plus cash collections on AR
Facility deferred purchase price less distributions to
non-controlling interests. 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. 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 |
|
March 31 |
(in thousands of US$) |
2023 |
|
|
2022 |
|
|
|
|
|
|
|
Net cash used in operating activities |
$ |
(132,568 |
) |
|
$ |
(280,709 |
) |
Contingent
acquisition consideration paid |
|
272 |
|
|
|
59,553 |
|
Purchase of fixed
assets |
|
(18,883 |
) |
|
|
(9,835 |
) |
Cash collections
on AR Facility deferred purchase price |
|
30,772 |
|
|
|
166,328 |
|
Distributions paid
to non-controlling interests |
|
(11,061 |
) |
|
|
(14,926 |
) |
Free cash flow |
$ |
(131,468 |
) |
|
$ |
(79,589 |
) |
4. Local currency revenue and Adjusted EBITDA
growth rate and internal revenue growth rate measures
Percentage revenue and Adjusted EBITDA 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. Adjusted EBITDA for this purpose is
calculated in the same manner as for our debt agreement covenant
calculation purposes, 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 |
|
|
|
|
|
ended March 31 |
(unaudited) |
|
|
2023 |
|
|
|
2022 |
|
Revenues |
|
$ |
965,903 |
|
|
$ |
1,000,912 |
|
Cost of
revenues |
|
|
586,260 |
|
|
|
631,553 |
|
Selling, general
and administrative expenses |
|
|
281,539 |
|
|
|
250,712 |
|
Depreciation |
|
|
12,649 |
|
|
|
12,049 |
|
Amortization of
intangible assets |
|
|
36,843 |
|
|
|
24,591 |
|
Acquisition-related items (1) |
|
|
26,468 |
|
|
|
15,083 |
|
Loss on disposal
of operations |
|
|
- |
|
|
|
26,090 |
|
Operating
earnings |
|
|
22,144 |
|
|
|
40,834 |
|
Interest expense,
net |
|
|
22,832 |
|
|
|
6,318 |
|
Equity earnings
from unconsolidated investments |
|
|
(3,154 |
) |
|
|
(3,160 |
) |
Other (income)
expense |
|
|
(166 |
) |
|
|
32 |
|
Earnings before
income tax |
|
|
2,632 |
|
|
|
37,644 |
|
Income tax |
|
|
3,539 |
|
|
|
16,327 |
|
Net
earnings (loss) |
|
|
(907 |
) |
|
|
21,317 |
|
Non-controlling
interest share of earnings |
|
|
10,941 |
|
|
|
8,516 |
|
Non-controlling
interest redemption increment |
|
|
8,304 |
|
|
|
31,441 |
|
Net loss
attributable to Company |
|
$ |
(20,152 |
) |
|
$ |
(18,640 |
) |
|
|
|
|
|
|
|
|
|
Net loss
per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(0.47 |
) |
|
$ |
(0.42 |
) |
|
|
|
|
|
|
|
|
|
|
Diluted (2) |
|
$ |
(0.47 |
) |
|
$ |
(0.42 |
) |
|
|
|
|
|
|
|
|
|
Adjusted
EPS (3) |
|
$ |
0.86 |
|
|
$ |
1.44 |
|
|
|
|
|
|
|
|
|
|
Weighted average
common shares (thousands) |
|
|
|
|
|
|
|
|
Basic |
|
|
43,047 |
|
|
|
44,064 |
|
|
|
Diluted |
|
|
43,047 |
|
|
|
44,064 |
|
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) 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
anti-dilutive for the three months ended March 31, 2023 and
2022.(3) See definition and reconciliation above.
Colliers
International Group Inc. |
|
|
|
|
|
|
|
|
|
|
|
Condensed
Consolidated Balance Sheets |
|
|
|
|
|
|
|
|
|
|
|
(in thousands of
US$) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, |
|
|
December 31, |
|
|
March 31, |
|
(unaudited) |
2023 |
|
|
2022 |
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents |
$ |
178,659 |
|
|
$ |
173,661 |
|
|
$ |
230,374 |
|
Restricted cash
(1) |
|
43,994 |
|
|
|
25,381 |
|
|
|
35,224 |
|
Accounts
receivable and contract assets |
|
682,538 |
|
|
|
669,803 |
|
|
|
587,393 |
|
Warehouse
receivables (2) |
|
120,300 |
|
|
|
29,623 |
|
|
|
124,815 |
|
Prepaids and other
assets |
|
260,679 |
|
|
|
269,605 |
|
|
|
225,320 |
|
Real estate assets
held for sale |
|
37,996 |
|
|
|
45,353 |
|
|
|
44,492 |
|
|
Current
assets |
|
1,324,166 |
|
|
|
1,213,426 |
|
|
|
1,247,618 |
|
Other non-current
assets |
|
175,141 |
|
|
|
166,726 |
|
|
|
130,106 |
|
Fixed assets |
|
171,107 |
|
|
|
164,493 |
|
|
|
143,431 |
|
Operating lease
right-of-use assets |
|
351,600 |
|
|
|
341,623 |
|
|
|
316,650 |
|
Deferred tax
assets, net |
|
67,369 |
|
|
|
63,460 |
|
|
|
74,482 |
|
Goodwill and
intangible assets |
|
3,119,326 |
|
|
|
3,148,449 |
|
|
|
1,684,202 |
|
|
Total
assets |
$ |
5,208,709 |
|
|
$ |
5,098,177 |
|
|
$ |
3,596,489 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders' equity |
|
|
|
|
|
|
|
|
|
|
|
Accounts payable
and accrued liabilities |
$ |
962,464 |
|
|
$ |
1,128,754 |
|
|
$ |
827,193 |
|
Other current
liabilities |
|
105,855 |
|
|
|
100,840 |
|
|
|
102,005 |
|
Long-term debt -
current |
|
4,382 |
|
|
|
1,360 |
|
|
|
1,535 |
|
Warehouse credit
facilities (2) |
|
112,331 |
|
|
|
24,286 |
|
|
|
115,817 |
|
Operating lease
liabilities - current |
|
85,638 |
|
|
|
84,989 |
|
|
|
79,010 |
|
Liabilities
related to real estate assets held for sale |
|
- |
|
|
|
1,353 |
|
|
|
23,235 |
|
|
Current
liabilities |
|
1,270,670 |
|
|
|
1,341,582 |
|
|
|
1,148,795 |
|
Long-term debt -
non-current |
|
1,613,792 |
|
|
|
1,437,739 |
|
|
|
712,771 |
|
Operating lease
liabilities - non-current |
|
331,228 |
|
|
|
322,496 |
|
|
|
298,370 |
|
Other
liabilities |
|
149,822 |
|
|
|
139,392 |
|
|
|
102,615 |
|
Deferred tax
liabilities, net |
|
49,416 |
|
|
|
57,754 |
|
|
|
37,302 |
|
Convertible
notes |
|
226,875 |
|
|
|
226,534 |
|
|
|
225,539 |
|
Redeemable
non-controlling interests |
|
1,073,635 |
|
|
|
1,079,306 |
|
|
|
541,191 |
|
Shareholders'
equity |
|
493,271 |
|
|
|
493,374 |
|
|
|
529,906 |
|
|
Total liabilities and equity |
$ |
5,208,709 |
|
|
$ |
5,098,177 |
|
|
$ |
3,596,489 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental balance sheet information |
|
|
|
|
|
|
|
|
|
|
|
Total debt
(3) |
$ |
1,618,174 |
|
|
$ |
1,439,099 |
|
|
$ |
714,306 |
|
Total debt, net of
cash and cash equivalents (3) |
|
1,439,515 |
|
|
|
1,265,438 |
|
|
|
483,932 |
|
Net debt / pro
forma adjusted EBITDA ratio (4) |
|
2.2 |
|
|
|
1.8 |
|
|
|
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 |
|
|
|
|
March 31 |
(unaudited) |
|
|
2023 |
|
|
|
2022 |
|
|
|
|
|
|
|
|
|
Cash
provided by (used in) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
activities |
|
|
|
|
|
|
Net earnings
(loss) |
|
$ |
(907 |
) |
|
$ |
21,317 |
|
Items not
affecting cash: |
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
49,492 |
|
|
|
36,640 |
|
|
Loss on disposal of
operations |
|
|
- |
|
|
|
26,090 |
|
|
Gains attributable to mortgage
servicing rights |
|
|
(3,035 |
) |
|
|
(5,297 |
) |
|
Gains attributable to the fair
value of loan |
|
|
|
|
|
|
|
premiums and origination fees |
|
|
(4,017 |
) |
|
|
(7,282 |
) |
|
Deferred income tax |
|
|
(10,989 |
) |
|
|
(11,177 |
) |
|
Other |
|
|
35,309 |
|
|
|
17,787 |
|
|
|
|
|
65,853 |
|
|
|
78,078 |
|
|
|
|
|
|
|
|
|
Increase in
accounts receivable, prepaid |
|
|
|
|
|
|
|
expenses and other assets |
|
|
(29,755 |
) |
|
|
(172,005 |
) |
Increase in
accounts payable, accrued |
|
|
|
|
|
|
|
expenses and other
liabilities |
|
|
3,111 |
|
|
|
9,860 |
|
Decrease in
accrued compensation |
|
|
(180,308 |
) |
|
|
(268,770 |
) |
Contingent
acquisition consideration paid |
|
|
(272 |
) |
|
|
(59,553 |
) |
Mortgage
origination activities, net |
|
|
2,785 |
|
|
|
8,744 |
|
Sales to AR
Facility, net |
|
|
6,018 |
|
|
|
122,937 |
|
Net cash used in
operating activities |
|
|
(132,568 |
) |
|
|
(280,709 |
) |
|
|
|
|
|
|
|
|
Investing
activities |
|
|
|
|
|
|
Acquisition of
businesses, net of cash acquired |
|
|
- |
|
|
|
(52,478 |
) |
Purchases of fixed
assets |
|
|
(18,883 |
) |
|
|
(9,835 |
) |
Purchase of held
for sale real estate assets |
|
|
(37,996 |
) |
|
|
- |
|
Proceeds from sale
of held for sale real estate assets |
|
|
44,000 |
|
|
|
- |
|
Cash collections
on AR Facility deferred purchase price |
|
|
30,772 |
|
|
|
166,328 |
|
Other investing
activities |
|
|
(21,067 |
) |
|
|
(20,965 |
) |
Net cash (used in)
provided by investing activities |
|
|
(3,174 |
) |
|
|
83,050 |
|
|
|
|
|
|
|
|
|
Financing
activities |
|
|
|
|
|
|
Increase in
long-term debt, net |
|
|
172,420 |
|
|
|
191,730 |
|
Purchases of
non-controlling interests, net |
|
|
(12,544 |
) |
|
|
(25,962 |
) |
Dividends paid to
common shareholders |
|
|
(6,440 |
) |
|
|
(6,608 |
) |
Distributions paid
to non-controlling interests |
|
|
(11,061 |
) |
|
|
(14,926 |
) |
Repurchases of
Subordinate Voting Shares |
|
|
- |
|
|
|
(72,685 |
) |
Other financing
activities |
|
|
14,987 |
|
|
|
(29,724 |
) |
Net cash provided
by financing activities |
|
|
157,362 |
|
|
|
41,825 |
|
|
|
|
|
|
|
|
|
Effect of exchange
rate changes on cash |
|
|
1,991 |
|
|
|
(3,839 |
) |
|
|
|
|
|
|
|
|
Net change in cash
and cash |
|
|
|
|
|
|
|
equivalents and restricted
cash |
|
|
23,611 |
|
|
|
(159,673 |
) |
Cash and cash
equivalents and |
|
|
|
|
|
|
|
restricted cash, beginning of
period |
|
|
199,042 |
|
|
|
425,271 |
|
Cash and cash
equivalents and |
|
|
|
|
|
|
|
restricted cash, end of period |
|
$ |
222,653 |
|
|
$ |
265,598 |
|
Colliers
International Group Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segmented
Results |
(in thousands of
US dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asia |
|
Investment |
|
|
|
|
(unaudited) |
Americas |
|
EMEA |
|
Pacific |
|
Management |
|
Corporate |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
months ended March 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ |
581,551 |
|
|
$ |
143,371 |
|
|
$ |
120,093 |
|
|
$ |
120,746 |
|
|
$ |
142 |
|
|
$ |
965,903 |
|
|
Adjusted
EBITDA |
|
53,863 |
|
|
|
(11,261 |
) |
|
|
8,049 |
|
|
|
54,894 |
|
|
|
(922 |
) |
|
|
104,623 |
|
|
Operating earnings
(loss) |
|
32,870 |
|
|
|
(25,034 |
) |
|
|
5,040 |
|
|
|
14,804 |
|
|
|
(5,536 |
) |
|
|
22,144 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ |
641,698 |
|
|
$ |
153,325 |
|
|
$ |
119,380 |
|
|
$ |
86,377 |
|
|
$ |
132 |
|
|
$ |
1,000,912 |
|
|
Adjusted EBITDA |
|
81,066 |
|
|
|
4,919 |
|
|
|
10,219 |
|
|
|
26,801 |
|
|
|
(1,544 |
) |
|
|
121,461 |
|
|
Operating earnings (loss) (1) |
|
61,307 |
|
|
|
(30,781 |
) |
|
|
8,225 |
|
|
|
17,221 |
|
|
|
(15,138 |
) |
|
|
40,834 |
|
Notes to Segmented
Results(1) Operating earnings (loss) include $26,090
loss on disposal of certain operations in EMEA.
COMPANY CONTACTS: Jay S. Hennick Global Chairman
& Chief Executive Officer Christian Mayer Global Chief
Financial Officer (416) 960-9500
Colliers (TSX:CIGI)
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