Colliers International Group Inc. (NASDAQ and TSX: CIGI)
(“Colliers” or the “Company”) today announced operating and
financial results for the third quarter ended September 30, 2023.
All amounts are in US dollars.
For the quarter ended September 30, 2023,
revenues were $1.06 billion, down 5% (6% in local currency) and
adjusted EBITDA (note 1) was $144.9 million, flat (down 1% in local
currency) versus the prior year quarter. Adjusted EPS (note 2) was
$1.19, relative to $1.41 in the prior year quarter, impacted by
higher interest expense. Third quarter adjusted EPS would have been
approximately $0.02 lower excluding foreign exchange impacts. The
GAAP operating earnings were $70.9 million as compared to $84.0
million in the prior year quarter. The GAAP diluted net earnings
per share were $0.53 versus $0.27 in the prior year. The third
quarter GAAP diluted net earnings per share would have been
approximately $0.02 lower excluding changes in foreign exchange
rates.
For the nine months ended September 30, 2023,
revenues were $3.10 billion, down 4% (4% in local currency),
adjusted EBITDA (note 1) was $396.6 million, down 7% (7% in local
currency) and adjusted EPS (note 2) was $3.36, relative to $4.69 in
the prior year period. Changes in foreign exchange rates did not
impact adjusted EPS for the nine months ended September 30, 2023.
The GAAP operating earnings were $168.3 million as compared to
$228.7 million in the prior year period. The GAAP diluted net loss
per share was $0.04 as compared to earnings per share of $0.54 in
the prior year period. The nine months ended September 30, 2023
GAAP diluted net loss per share would have been approximately $0.01
lower excluding changes in foreign exchange rates.
“During the third quarter, Colliers delivered
significant growth in our high-value recurring service lines, with
a 12% increase in Outsourcing & Advisory and a robust 23%
increase in Investment Management. Our proven business model, with
a diverse array of high-value recurring revenues, has demonstrated
its resilience. Approximately 70% of our earnings now come from
recurring services, which bolsters our ability to navigate through
market fluctuations, including the current disruptions affecting
our transactional business,” said Jay S. Hennick, Chairman &
CEO of Colliers.
"Since the release of our second quarter report
on August 2, 2023, we've seen further declines in transaction
velocity due to market-driven factors such as rising interest
rates, stricter credit conditions, and continued uncertainty
regarding tenants' plans for return-to-office. As a result, we’ve
revised our outlook for the seasonally strongest fourth quarter to
take a more conservative stance. Capital Markets and Leasing are
truly essential services for investors, owners, and occupiers of
real estate assets. They may be temporarily impacted right now but
they will rebound once the market stabilizes, potentially as early
as the second half of 2024.”
“Our nearly 30-year track record of performance
demonstrates our success and dedication to delivering shareholder
value. We remain committed to creating meaningful value for our
shareholders by continuing to grow our core business, expanding
into new high-value recurring services, and seeking out strategic
opportunities, especially during times like these,” he
concluded.
About ColliersColliers (NASDAQ,
TSX: CIGI) is a leading diversified professional services and
investment management company. With operations in 66 countries, our
19,000 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 $98 billion of assets under management, Colliers
maximizes the potential of property and real assets to accelerate
the success of our clients, our investors and our people. Learn
more at corporate.colliers.com, X @Colliers or LinkedIn.
Consolidated Revenues by Line of
Service
(in thousands of
US$) |
Three months endedSeptember 30 |
Changein US$ % |
Changein LC% |
|
Nine months endedSeptember 30 |
Changein US$ % |
Changein LC% |
(LC = local currency) |
2023 |
|
2022 |
|
2023 |
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outsourcing & Advisory |
$ |
527,241 |
|
$ |
462,834 |
14 |
% |
12 |
% |
|
$ |
1,501,749 |
|
$ |
1,353,244 |
11 |
% |
12 |
% |
Investment
Management (1) |
|
118,717 |
|
|
96,070 |
24 |
% |
23 |
% |
|
|
358,323 |
|
|
257,574 |
39 |
% |
39 |
% |
Leasing |
|
249,781 |
|
|
273,714 |
-9 |
% |
-9 |
% |
|
|
744,852 |
|
|
788,382 |
-6 |
% |
-5 |
% |
Capital
Markets |
|
160,293 |
|
|
275,706 |
-42 |
% |
-42 |
% |
|
|
495,049 |
|
|
837,882 |
-41 |
% |
-40 |
% |
Total revenues |
$ |
1,056,032 |
|
$ |
1,108,324 |
-5 |
% |
-6 |
% |
|
$ |
3,099,973 |
|
$ |
3,237,082 |
-4 |
% |
-4 |
% |
(1) Investment
Management local currency revenues, excluding pass-through carried
interest, were up 22% and 55% for the three and nine months ended
September 30, 2023, respectively. |
For the third quarter, consolidated revenues
decreased 6% on a local currency basis on a market-driven
transaction slowdown in Capital Markets and, to a lesser extent,
Leasing partly offset by solid growth in Investment Management and
Outsourcing & Advisory. Consolidated internal revenues measured
in local currencies declined 10% (note 3) versus the prior year
quarter.
For the nine months ended September 30, 2023,
consolidated revenues decreased 4% on a local currency basis.
Capital Markets and, to a lesser extent, Leasing declined in line
with macroeconomic conditions while Investment Management and
Outsourcing & Advisory were up strongly. Consolidated internal
revenues measured in local currencies were down 10% (note 3).
Segmented Third Quarter
ResultsRevenues in the Americas region totalled $619.3
million down 11% (11% in local currency) versus $695.1 million in
the comparative prior year quarter. The decline was attributable to
lower market driven transaction activity, primarily in Capital
Markets and, to a lesser extent, Leasing. Outsourcing &
Advisory revenues were up, driven by internal growth in Engineering
& Design, Project Management and Property Management as well as
the favourable impact of recent acquisitions. Adjusted EBITDA was
$68.6 million, up 3% (2% in local currency) relative to the prior
year quarter based upon service mix, cost controls and the
favourable impact from recent acquisitions. GAAP operating earnings
were $42.0 million, relative to $59.9 million in the prior year
quarter and were primarily impacted by changes in non-cash gains
attributable to mortgage servicing rights.
Revenues in the EMEA region totalled $174.0
million, up 6% (down 2% in local currency) compared to $164.2
million in the prior year quarter. The local currency decline was
primarily attributable to significantly lower Capital Markets
activity, particularly in Germany and the Nordics, mostly offset by
higher Outsourcing & Advisory revenues (including recent
acquisitions). Adjusted EBITDA was $7.6 million, down 43% (51% in
local currency) compared to $13.3 million in the prior year
quarter, attributable to the reduction in higher-margin Capital
Markets revenues across the region. The GAAP operating earnings
were $6.7 million compared to $6.1 million in the prior year
quarter.
Revenues in the Asia Pacific region totalled
$143.9 million compared to $152.8 million in the prior year
quarter, down 6% (3% in local currency), driven by lower Capital
Markets activity, partly offset by recent acquisitions. Adjusted
EBITDA was $15.8 million, down 25% (22% in local currency)
primarily on changes in service mix. GAAP operating earnings were
$12.1 million, versus $17.5 million in the prior year quarter.
Investment Management revenues were $118.7
million compared to $96.1 million in the prior year quarter, up 24%
(23% in local currency). Passthrough revenues (from historical
carried interest) were $0.6 million versus nil in the prior year
quarter. Excluding the impact of carried interest, revenue was up
23% (22% in local currency) driven by both acquisitions and
management fee growth from increased assets under management
(“AUM”). Adjusted EBITDA was $55.2 million, up 50% (49% in local
currency) compared to the prior year quarter. GAAP operating
earnings were $20.4 million in the quarter, versus $19.5 million in
the prior year quarter. AUM were $98.5 billion as of September 30,
2023 compared to $97.7 billion as of December 31, 2022.
Unallocated global corporate costs as reported
in Adjusted EBITDA were $2.3 million in the third quarter, relative
to earnings of $7.0 million in the prior year quarter, primarily
attributable to foreign exchange gains in the prior year period.
The corporate GAAP operating loss for the quarter was $10.3 million
relative to $19.0 million in the third quarter of 2022.
Outlook for 2023Since the
Company’s previous report, further declines in transaction velocity
have occurred and accordingly the outlook has been revised to adapt
to this more challenging environment. For the seasonally strongest
fourth quarter, the Company now expects Capital Markets and Leasing
revenues to be down relative to the prior year quarter. The Company
continues to expect robust growth (including the impact of recent
acquisitions) in its high value recurring service lines, Investment
Management and Outsourcing & Advisory. The Investment
Management fundraising environment is also expected to remain
challenging through the remainder of the year but should improve in
2024.
The favourable impact of cost control measures
across the Company is expected to continue, mitigating lower
transaction activity. Adjusted EPS is expected to be impacted by
increased interest expense as well as a larger proportion of
earnings generated from non-wholly owned operations.
The outlook for 2023, including the impact of
acquisitions completed to date, is as follows:
|
|
Outlook for 2023 |
Measure |
2022 |
Revised |
Prior |
Revenue |
$4.5 billion |
$4.3 billion - $4.4 billion |
$4.4 billion - $4.6 billion |
AEBITDA |
$630.5 million |
$580 million - $610 million |
$670 million - $720 million |
AEPS |
$6.99 |
$5.10 - $5.50 |
$6.70 - $7.50 |
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 Thursday, November 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.
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) 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 |
|
Nine months
ended |
|
September
30 |
|
September
30 |
(in thousands of US$) |
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
$ |
29,376 |
|
|
$ |
44,524 |
|
|
$ |
63,470 |
|
|
$ |
132,572 |
|
Income tax |
|
18,096 |
|
|
|
25,097 |
|
|
|
38,112 |
|
|
|
70,034 |
|
Other income, including equity earnings from
non-consolidated investments |
|
(801 |
) |
|
|
874 |
|
|
|
(5,007 |
) |
|
|
(3,316 |
) |
Interest expense, net |
|
24,228 |
|
|
|
13,535 |
|
|
|
71,730 |
|
|
|
29,424 |
|
Operating earnings |
|
70,899 |
|
|
|
84,030 |
|
|
|
168,305 |
|
|
|
228,714 |
|
Loss on disposal of operations |
|
- |
|
|
|
318 |
|
|
|
2,282 |
|
|
|
27,358 |
|
Depreciation and amortization |
|
51,163 |
|
|
|
45,142 |
|
|
|
151,449 |
|
|
|
125,879 |
|
Gains attributable to MSRs |
|
(3,199 |
) |
|
|
(16,391 |
) |
|
|
(12,286 |
) |
|
|
(24,214 |
) |
Equity earnings from non-consolidated
investments |
|
685 |
|
|
|
755 |
|
|
|
4,371 |
|
|
|
4,821 |
|
Acquisition-related items |
|
15,366 |
|
|
|
26,290 |
|
|
|
53,502 |
|
|
|
50,738 |
|
Restructuring costs |
|
4,485 |
|
|
|
191 |
|
|
|
12,266 |
|
|
|
462 |
|
Stock-based compensation expense |
|
5,513 |
|
|
|
4,730 |
|
|
|
16,726 |
|
|
|
14,081 |
|
Adjusted EBITDA |
$ |
144,912 |
|
|
$ |
145,065 |
|
|
$ |
396,615 |
|
|
$ |
427,839 |
|
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.
Similar to GAAP diluted EPS, 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 and fully converted or redeemed by June 1, 2023. 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 where the Convertible
Notes were outstanding.
|
|
Three months
ended |
|
Nine months
ended |
|
September
30 |
|
September
30 |
(in thousands of US$) |
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
$ |
29,376 |
|
|
$ |
44,524 |
|
|
$ |
63,470 |
|
|
$ |
132,572 |
|
Non-controlling interest share of earnings |
|
(14,210 |
) |
|
|
(17,375 |
) |
|
|
(38,967 |
) |
|
|
(37,697 |
) |
Interest on Convertible Notes |
|
- |
|
|
|
2,300 |
|
|
|
2,861 |
|
|
|
6,900 |
|
Loss on disposal of operations |
|
- |
|
|
|
318 |
|
|
|
2,282 |
|
|
|
27,358 |
|
Amortization of intangible assets |
|
37,486 |
|
|
|
32,760 |
|
|
|
111,659 |
|
|
|
89,630 |
|
Gains attributable to MSRs |
|
(3,199 |
) |
|
|
(16,391 |
) |
|
|
(12,286 |
) |
|
|
(24,214 |
) |
Acquisition-related items |
|
15,366 |
|
|
|
26,290 |
|
|
|
53,502 |
|
|
|
50,738 |
|
Restructuring costs |
|
4,485 |
|
|
|
191 |
|
|
|
12,266 |
|
|
|
462 |
|
Stock-based compensation expense |
|
5,513 |
|
|
|
4,730 |
|
|
|
16,726 |
|
|
|
14,081 |
|
Income tax on adjustments |
|
(11,853 |
) |
|
|
(6,341 |
) |
|
|
(35,046 |
) |
|
|
(22,651 |
) |
Non-controlling interest on adjustments |
|
(6,207 |
) |
|
|
(3,519 |
) |
|
|
(17,133 |
) |
|
|
(11,458 |
) |
Adjusted net earnings |
$ |
56,757 |
|
|
$ |
67,487 |
|
|
$ |
159,334 |
|
|
$ |
225,721 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months
ended |
|
Nine months
ended |
|
September
30 |
|
September
30 |
(in US$) |
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net earnings (loss) per common
share(1) |
$ |
0.53 |
|
|
$ |
0.25 |
|
|
$ |
(0.04 |
) |
|
$ |
0.49 |
|
Interest on Convertible Notes, net of tax |
|
- |
|
|
|
0.04 |
|
|
|
0.04 |
|
|
|
0.11 |
|
Non-controlling interest redemption increment |
|
(0.21 |
) |
|
|
0.32 |
|
|
|
0.56 |
|
|
|
1.48 |
|
Loss on disposal of operations |
|
- |
|
|
|
- |
|
|
|
0.05 |
|
|
|
0.56 |
|
Amortization expense, net of tax |
|
0.49 |
|
|
|
0.42 |
|
|
|
1.45 |
|
|
|
1.13 |
|
Gains attributable to MSRs, net of tax |
|
(0.04 |
) |
|
|
(0.19 |
) |
|
|
(0.15 |
) |
|
|
(0.28 |
) |
Acquisition-related items |
|
0.26 |
|
|
|
0.49 |
|
|
|
0.97 |
|
|
|
0.94 |
|
Restructuring costs, net of tax |
|
0.07 |
|
|
|
- |
|
|
|
0.19 |
|
|
|
- |
|
Stock-based compensation expense, net of tax |
|
0.09 |
|
|
|
0.08 |
|
|
|
0.29 |
|
|
|
0.26 |
|
Adjusted EPS |
$ |
1.19 |
|
|
$ |
1.41 |
|
|
$ |
3.36 |
|
|
$ |
4.69 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
weighted average shares for Adjusted EPS (thousands) |
|
47,549 |
|
|
|
47,743 |
|
|
|
47,480 |
|
|
|
48,121 |
|
(1) Amounts shown
reflect the "if-converted" method's dilutive impact on the adjusted
EPS calculation. |
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 |
|
Nine months
ended |
|
September
30 |
|
September
30 |
(in thousands of US$) |
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating
activities |
$ |
42,153 |
|
|
$ |
76,840 |
|
|
$ |
8,558 |
|
|
$ |
(171,470 |
) |
Contingent acquisition consideration paid |
|
35,655 |
|
|
|
8,129 |
|
|
|
38,646 |
|
|
|
68,939 |
|
Purchase of fixed assets |
|
(19,349 |
) |
|
|
(18,391 |
) |
|
|
(60,411 |
) |
|
|
(41,807 |
) |
Cash collections on AR Facility deferred purchase
price |
|
31,896 |
|
|
|
88,627 |
|
|
|
91,207 |
|
|
|
345,056 |
|
Distributions paid to non-controlling
interests |
|
(16,702 |
) |
|
|
(13,179 |
) |
|
|
(67,822 |
) |
|
|
(54,733 |
) |
Free cash flow |
$ |
73,653 |
|
|
$ |
142,026 |
|
|
$ |
10,178 |
|
|
$ |
145,985 |
|
4. Local currency revenue and AEBITDA growth
rate and internal revenue growth rate measures
Percentage revenue and AEBITDA 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 |
|
|
Nine
months |
|
|
|
|
|
ended
September 30 |
|
|
ended
September 30 |
(unaudited) |
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
Revenues |
|
$ |
1,056,032 |
|
|
$ |
1,108,324 |
|
|
$ |
3,099,973 |
|
|
$ |
3,237,082 |
|
Cost of revenues |
|
|
638,659 |
|
|
|
682,585 |
|
|
|
1,865,569 |
|
|
|
2,017,440 |
|
Selling, general and administrative expenses |
|
|
279,945 |
|
|
|
269,959 |
|
|
|
858,866 |
|
|
|
786,953 |
|
Depreciation |
|
|
13,677 |
|
|
|
12,382 |
|
|
|
39,790 |
|
|
|
36,249 |
|
Amortization of intangible assets |
|
|
37,486 |
|
|
|
32,760 |
|
|
|
111,659 |
|
|
|
89,630 |
|
Acquisition-related items (1) |
|
|
15,366 |
|
|
|
26,290 |
|
|
|
53,502 |
|
|
|
50,738 |
|
Loss on disposal of operations |
|
|
- |
|
|
|
318 |
|
|
|
2,282 |
|
|
|
27,358 |
|
Operating earnings |
|
|
70,899 |
|
|
|
84,030 |
|
|
|
168,305 |
|
|
|
228,714 |
|
Interest expense, net |
|
|
24,228 |
|
|
|
13,535 |
|
|
|
71,730 |
|
|
|
29,424 |
|
Equity earnings from unconsolidated
investments |
|
|
(685 |
) |
|
|
(755 |
) |
|
|
(4,371 |
) |
|
|
(4,821 |
) |
Other income |
|
|
(116 |
) |
|
|
1,629 |
|
|
|
(636 |
) |
|
|
1,505 |
|
Earnings before income tax |
|
|
47,472 |
|
|
|
69,621 |
|
|
|
101,582 |
|
|
|
202,606 |
|
Income tax |
|
|
18,096 |
|
|
|
25,097 |
|
|
|
38,112 |
|
|
|
70,034 |
|
Net earnings |
|
|
29,376 |
|
|
|
44,524 |
|
|
|
63,470 |
|
|
|
132,572 |
|
Non-controlling interest share of earnings |
|
|
14,210 |
|
|
|
17,375 |
|
|
|
38,967 |
|
|
|
37,697 |
|
Non-controlling interest redemption increment |
|
|
(9,947 |
) |
|
|
15,121 |
|
|
|
26,393 |
|
|
|
71,126 |
|
Net earnings (loss) attributable to
Company |
|
$ |
25,113 |
|
|
$ |
12,028 |
|
|
$ |
(1,890 |
) |
|
$ |
23,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) per common
share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.53 |
|
|
$ |
0.28 |
|
|
$ |
(0.04 |
) |
|
$ |
0.55 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted (2) |
|
$ |
0.53 |
|
|
$ |
0.27 |
|
|
$ |
(0.04 |
) |
|
$ |
0.54 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EPS (3) |
|
$ |
1.19 |
|
|
$ |
1.41 |
|
|
$ |
3.36 |
|
|
$ |
4.69 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares (thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
47,206 |
|
|
|
43,283 |
|
|
|
45,122 |
|
|
|
43,558 |
|
|
Diluted |
|
|
47,549 |
|
|
|
43,770 |
|
|
|
45,504 |
|
|
|
44,147 |
|
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 and fully converted or redeemed by June 1, 2023. 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 was anti-dilutive
for the three-month and nine-month periods ended September 30,
2022.(3) See definition and reconciliation above.
Colliers
International Group Inc. |
|
|
|
|
|
|
|
|
Condensed
Consolidated Balance Sheets |
|
|
|
|
|
|
|
|
(in thousands of
US$) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
|
September 30, |
(unaudited) |
2023 |
|
2022 |
|
2022 |
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Cash and cash
equivalents |
$ |
168,600 |
|
$ |
173,661 |
|
$ |
190,520 |
Restricted cash
(1) |
|
69,991 |
|
|
25,381 |
|
|
24,920 |
Accounts
receivable and contract assets |
|
688,306 |
|
|
669,803 |
|
|
557,254 |
Warehouse
receivables (2) |
|
54,957 |
|
|
29,623 |
|
|
103,855 |
Prepaids and other
assets |
|
294,631 |
|
|
269,605 |
|
|
281,763 |
Real estate assets
held for sale |
|
42,081 |
|
|
45,353 |
|
|
209,906 |
|
Current
assets |
|
1,318,566 |
|
|
1,213,426 |
|
|
1,368,218 |
Other non-current
assets |
|
196,669 |
|
|
166,726 |
|
|
150,619 |
Fixed assets |
|
186,346 |
|
|
164,493 |
|
|
147,817 |
Operating lease
right-of-use assets |
|
361,408 |
|
|
341,623 |
|
|
335,072 |
Deferred tax
assets, net |
|
62,781 |
|
|
63,460 |
|
|
67,735 |
Goodwill and
intangible assets |
|
3,114,120 |
|
|
3,148,449 |
|
|
2,492,188 |
|
Total
assets |
$ |
5,239,890 |
|
$ |
5,098,177 |
|
$ |
4,561,649 |
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders' equity |
|
|
|
|
|
|
|
|
Accounts payable
and accrued liabilities |
$ |
1,009,426 |
|
$ |
1,128,754 |
|
$ |
939,075 |
Other current
liabilities |
|
88,221 |
|
|
100,840 |
|
|
87,176 |
Long-term debt -
current |
|
3,976 |
|
|
1,360 |
|
|
2,782 |
Warehouse credit
facilities (2) |
|
48,309 |
|
|
24,286 |
|
|
96,420 |
Operating lease
liabilities - current |
|
88,568 |
|
|
84,989 |
|
|
79,530 |
Liabilities
related to real estate assets held for sale |
|
- |
|
|
1,353 |
|
|
120,834 |
|
Current
liabilities |
|
1,238,500 |
|
|
1,341,582 |
|
|
1,325,817 |
Long-term debt -
non-current |
|
1,638,650 |
|
|
1,437,739 |
|
|
1,149,483 |
Operating lease
liabilities - non-current |
|
343,790 |
|
|
322,496 |
|
|
318,563 |
Other
liabilities |
|
151,650 |
|
|
139,392 |
|
|
133,774 |
Deferred tax
liabilities, net |
|
40,334 |
|
|
57,754 |
|
|
57,107 |
Convertible
notes |
|
- |
|
|
226,534 |
|
|
226,199 |
Redeemable
non-controlling interests |
|
1,073,379 |
|
|
1,079,306 |
|
|
869,408 |
Shareholders'
equity |
|
753,587 |
|
|
493,374 |
|
|
481,298 |
|
Total liabilities and equity |
$ |
5,239,890 |
|
$ |
5,098,177 |
|
$ |
4,561,649 |
|
|
|
|
|
|
|
|
|
|
Supplemental balance sheet information |
|
|
|
|
|
|
|
|
Total debt
(3) |
$ |
1,642,626 |
|
$ |
1,439,099 |
|
$ |
1,152,265 |
Total debt, net of
cash and cash equivalents (3) |
|
1,474,026 |
|
|
1,265,438 |
|
|
961,745 |
Net debt / pro
forma adjusted EBITDA ratio (4) |
|
2.4 |
|
|
1.8 |
|
|
1.5 |
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 |
|
|
Nine months
ended |
|
|
|
|
September
30 |
|
|
September
30 |
(unaudited) |
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash provided by (used in) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
|
$ |
29,376 |
|
|
$ |
44,524 |
|
|
$ |
63,470 |
|
|
$ |
132,572 |
|
Items not affecting cash: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
and amortization |
|
|
51,163 |
|
|
|
45,142 |
|
|
|
151,449 |
|
|
|
125,879 |
|
|
Loss on disposal of operations |
|
|
- |
|
|
|
318 |
|
|
|
2,282 |
|
|
|
27,358 |
|
|
Gains attributable to mortgage servicing rights |
|
|
(3,199 |
) |
|
|
(16,391 |
) |
|
|
(12,286 |
) |
|
|
(24,214 |
) |
|
Gains attributable to the fair value of loan |
|
|
|
|
|
|
|
|
|
|
|
|
|
premiums and origination fees |
|
|
(2,887 |
) |
|
|
(3,264 |
) |
|
|
(10,913 |
) |
|
|
(14,818 |
) |
|
Deferred income tax |
|
|
1,458 |
|
|
|
(5,005 |
) |
|
|
(20,446 |
) |
|
|
(16,198 |
) |
|
Other |
|
|
28,555 |
|
|
|
42,413 |
|
|
|
95,076 |
|
|
|
83,042 |
|
|
|
|
|
104,466 |
|
|
|
107,737 |
|
|
|
268,632 |
|
|
|
313,621 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in accounts receivable, prepaid |
|
|
|
|
|
|
|
|
|
|
|
|
|
expenses and other assets |
|
|
(76,551 |
) |
|
|
(78,228 |
) |
|
|
(133,276 |
) |
|
|
(416,155 |
) |
Increase (decrease) in accounts payable,
accrued |
|
|
|
|
|
|
|
|
|
|
|
|
|
expenses and other liabilities |
|
|
(6,539 |
) |
|
|
857 |
|
|
|
(6,082 |
) |
|
|
(8,489 |
) |
Increase (decrease) in accrued compensation |
|
|
28,442 |
|
|
|
44,593 |
|
|
|
(125,188 |
) |
|
|
(163,642 |
) |
Contingent acquisition consideration paid |
|
|
(35,655 |
) |
|
|
(8,129 |
) |
|
|
(38,646 |
) |
|
|
(68,939 |
) |
Mortgage origination activities, net |
|
|
4,964 |
|
|
|
4,646 |
|
|
|
14,034 |
|
|
|
20,917 |
|
Sales to AR Facility, net |
|
|
23,026 |
|
|
|
5,364 |
|
|
|
29,084 |
|
|
|
151,217 |
|
Net cash provided by (used in) operating
activities |
|
|
42,153 |
|
|
|
76,840 |
|
|
|
8,558 |
|
|
|
(171,470 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of businesses, net of cash
acquired |
|
|
(1,597 |
) |
|
|
(213,491 |
) |
|
|
(61,295 |
) |
|
|
(594,089 |
) |
Purchases of fixed assets |
|
|
(19,349 |
) |
|
|
(18,391 |
) |
|
|
(60,411 |
) |
|
|
(41,807 |
) |
Purchase of held for sale real estate assets |
|
|
(8,989 |
) |
|
|
- |
|
|
|
(49,565 |
) |
|
|
(117,042 |
) |
Proceeds from sale of held for sale real estate
assets |
|
|
6,369 |
|
|
|
- |
|
|
|
50,369 |
|
|
|
48,505 |
|
Cash collections on AR Facility deferred purchase
price |
|
|
31,896 |
|
|
|
88,627 |
|
|
|
91,207 |
|
|
|
345,056 |
|
Other investing activities |
|
|
(18,253 |
) |
|
|
(12,422 |
) |
|
|
(47,796 |
) |
|
|
(44,069 |
) |
Net cash used in investing activities |
|
|
(9,923 |
) |
|
|
(155,677 |
) |
|
|
(77,491 |
) |
|
|
(403,446 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in long-term debt, net |
|
|
(9,843 |
) |
|
|
137,635 |
|
|
|
209,825 |
|
|
|
675,041 |
|
Purchases of non-controlling interests, net |
|
|
(8,256 |
) |
|
|
2,124 |
|
|
|
(24,589 |
) |
|
|
(31,433 |
) |
Dividends paid to common shareholders |
|
|
(7,077 |
) |
|
|
(6,492 |
) |
|
|
(13,517 |
) |
|
|
(13,100 |
) |
Distributions paid to non-controlling
interests |
|
|
(16,702 |
) |
|
|
(13,179 |
) |
|
|
(67,822 |
) |
|
|
(54,733 |
) |
Repurchases of Subordinate Voting Shares |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(126,366 |
) |
Other financing activities |
|
|
(5,892 |
) |
|
|
(12,312 |
) |
|
|
7,745 |
|
|
|
(46,365 |
) |
Net cash provided by (used in) financing
activities |
|
|
(47,770 |
) |
|
|
107,776 |
|
|
|
111,642 |
|
|
|
403,044 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
|
(3,447 |
) |
|
|
(19,953 |
) |
|
|
(3,160 |
) |
|
|
(37,959 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net change in cash and cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
equivalents and restricted cash |
|
|
(18,987 |
) |
|
|
8,986 |
|
|
|
39,549 |
|
|
|
(209,831 |
) |
Cash and cash equivalents and |
|
|
|
|
|
|
|
|
|
|
|
|
|
restricted cash, beginning of period |
|
|
257,578 |
|
|
|
206,454 |
|
|
|
199,042 |
|
|
|
425,271 |
|
Cash and cash equivalents and |
|
|
|
|
|
|
|
|
|
|
|
|
|
restricted cash, end
of period |
|
$ |
238,591 |
|
|
$ |
215,440 |
|
|
$ |
238,591 |
|
|
$ |
215,440 |
|
Colliers
International Group Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segmented
Results |
(in thousands of
US dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asia |
|
Investment |
|
|
|
|
(unaudited) |
Americas |
|
EMEA |
|
Pacific |
|
Management |
|
Corporate |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
months ended September 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ |
619,265 |
|
$ |
174,012 |
|
|
$ |
143,926 |
|
$ |
118,717 |
|
$ |
112 |
|
|
$ |
1,056,032 |
|
Adjusted
EBITDA |
|
68,610 |
|
|
7,572 |
|
|
|
15,816 |
|
|
55,164 |
|
|
(2,250 |
) |
|
|
144,912 |
|
Operating earnings
(loss) |
|
42,021 |
|
|
6,676 |
|
|
|
12,134 |
|
|
20,388 |
|
|
(10,320 |
) |
|
|
70,899 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ |
695,058 |
|
$ |
164,198 |
|
|
$ |
152,845 |
|
$ |
96,070 |
|
$ |
153 |
|
|
$ |
1,108,324 |
|
Adjusted EBITDA |
|
66,775 |
|
|
13,295 |
|
|
|
21,077 |
|
|
36,885 |
|
|
7,033 |
|
|
|
145,065 |
|
Operating earnings (loss) |
|
59,945 |
|
|
6,098 |
|
|
|
17,451 |
|
|
19,515 |
|
|
(18,979 |
) |
|
|
84,030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asia |
|
Investment |
|
|
|
|
|
Americas |
|
EMEA |
|
Pacific |
|
Management |
|
Corporate |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine
months ended September 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ |
1,832,148 |
|
$ |
491,201 |
|
|
$ |
417,934 |
|
$ |
358,323 |
|
$ |
367 |
|
|
$ |
3,099,973 |
|
Adjusted
EBITDA |
|
192,061 |
|
|
2,626 |
|
|
|
46,897 |
|
|
160,100 |
|
|
(5,069 |
) |
|
|
396,615 |
|
Operating earnings
(loss) |
|
121,342 |
|
|
(23,411 |
) |
|
|
36,727 |
|
|
61,599 |
|
|
(27,952 |
) |
|
|
168,305 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ |
2,077,467 |
|
$ |
486,794 |
|
|
$ |
414,829 |
|
$ |
257,595 |
|
$ |
397 |
|
|
$ |
3,237,082 |
|
Adjusted EBITDA |
|
249,414 |
|
|
32,581 |
|
|
|
50,839 |
|
|
92,885 |
|
|
2,120 |
|
|
|
427,839 |
|
Operating earnings (loss) (1) |
|
202,360 |
|
|
(20,473 |
) |
|
|
43,234 |
|
|
55,886 |
|
|
(52,293 |
) |
|
|
228,714 |
Notes to Segmented Results
(1) Operating earnings (loss) include loss
on disposal of certain operations, primarily in EMEA.
COMPANY CONTACTS: |
Jay S. Hennick |
Chairman & Chief Executive Officer |
|
Chris McLernon |
Chief Executive Officer, Real Estate Services |
|
Christian Mayer |
Chief Financial Officer |
(416) 960-9500 |
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