Colliers International Group Inc 6-K, filed Aug 6, 2025
Colliers International Group Inc. (CIGI)
About this 6-K
Colliers International Group Inc filed this 6-K on August 6, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of: August 2025
Commission file number 001-36898
COLLIERS INTERNATIONAL GROUP INC.
(Translation of registrant’s name into English)
1140 Bay Street, Suite 4000
Toronto, Ontario, Canada
M5S 2B4
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F [ ] Form 40-F [X]
Exhibit 99.1 of this Form 6-K shall be incorporated by reference as an exhibit to the registrant’s registration statement on Form F-10 (File No. 333-277184).
| -2- |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| COLLIERS INTERNATIONAL GROUP INC. | ||
| Date: August 6, 2025 | /s/ Christian Mayer | |
| Name: Christian Mayer | ||
| Title: Chief Financial Officer | ||
| -3- |
EXHIBIT INDEX
| Exhibit | Description of Exhibit |
| 99.1 | Interim consolidated financial statements and management’s discussion & analysis for the three-month and six-month periods ended June 30, 2025. |
Exhibit 99.1
| Page 2 of 27 |
Colliers International Group Inc.
Consolidated Statements of Earnings (Loss)
(Unaudited)
(in thousands of US dollars, except per share amounts)
| Three months | Six months | |||||||||||||||
| ended June 30 | ended June 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Revenues (note 18) | $ | 1,347,649 | $ | 1,139,368 | $ | 2,488,819 | $ | 2,141,348 | ||||||||
Cost of revenues (exclusive of depreciation and amortization shown below) | 798,064 | 687,062 | 1,486,554 | 1,293,307 | ||||||||||||
| Selling, general and administrative expenses | 372,657 | 302,934 | 720,950 | 602,894 | ||||||||||||
| Depreciation | 18,703 | 15,460 | 37,350 | 30,882 | ||||||||||||
| Amortization of intangible assets | 42,983 | 34,385 | 87,738 | 69,471 | ||||||||||||
| Acquisition-related items (note 6) | 16,059 | (15,221 | ) | 25,440 | (13,281 | ) | ||||||||||
| Operating earnings | 99,183 | 114,748 | 130,787 | 158,075 | ||||||||||||
| Interest expense, net | 15,515 | 19,376 | 38,063 | 39,248 | ||||||||||||
| Equity earnings from non-consolidated investments | (3,318 | ) | (796 | ) | (7,052 | ) | (1,232 | ) | ||||||||
| Other income | (2,229 | ) | (136 | ) | (3,069 | ) | (351 | ) | ||||||||
| Earnings before income tax | 89,215 | 96,304 | 102,845 | 120,410 | ||||||||||||
| Income tax expense (note 15) | 25,244 | 24,377 | 29,956 | 34,347 | ||||||||||||
| Net earnings | 63,971 | 71,927 | 72,889 | 86,063 | ||||||||||||
| Non-controlling interest share of earnings | 16,238 | 11,224 | 21,967 | 20,145 | ||||||||||||
| Non-controlling interest redemption increment (note 12) | 43,724 | 23,979 | 51,172 | 16,537 | ||||||||||||
| Net earnings (loss) attributable to Company | $ | 4,009 | $ | 36,724 | $ | (250 | ) | $ | 49,381 | |||||||
| Net earnings (loss) per common share (note 13) | ||||||||||||||||
| Basic | $ | 0.08 | $ | 0.73 | $ | 0.00 | $ | 1.00 | ||||||||
| Diluted | $ | 0.08 | $ | 0.73 | $ | 0.00 | $ | 0.99 | ||||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
| Page 3 of 27 |
Colliers International Group Inc.
Consolidated Statements of Comprehensive Earnings
(Unaudited)
(in thousands of US dollars)
| Three months | Six months | |||||||||||||||
| ended June 30 | ended June 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net earnings | $ | 63,971 | $ | 71,927 | $ | 72,889 | $ | 86,063 | ||||||||
| Other comprehensive earnings (loss), net of tax: | ||||||||||||||||
| Change in foreign currency translation | 5,323 | (294 | ) | 10,211 | (7,723 | ) | ||||||||||
| Unrealized gain (loss) on financial derivatives | (7,167 | ) | 449 | (9,824 | ) | 7,519 | ||||||||||
| Unrealized gain on available for sale securities | - | 14 | 99 | 14 | ||||||||||||
| Pension liability adjustments | 172 | - | 71 | - | ||||||||||||
| Total other comprehensive gain (loss), net of tax | (1,672 | ) | 169 | 557 | (190 | ) | ||||||||||
| Comprehensive earnings | 62,299 | 72,096 | 73,446 | 85,873 | ||||||||||||
Less: Comprehensive earnings attributable to non-controlling interests | 41,757 | 35,035 | 46,179 | 43,299 | ||||||||||||
| Comprehensive earnings attributable to Company | $ | 20,542 | $ | 37,061 | $ | 27,267 | $ | 42,574 | ||||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
| Page 4 of 27 |
Colliers International Group Inc.
Consolidated Balance Sheets
(Unaudited)
(in thousands of US dollars)
| June 30, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 183,343 | $ | 176,257 | ||||
| Restricted cash | 51,054 | 41,724 | ||||||
| Accounts receivable, net of allowance of $34,938 (December 31, 2024 - $34,865) | 778,552 | 735,546 | ||||||
| Contract assets (note 18) | 158,320 | 134,402 | ||||||
| Mortgage warehouse receivables (note 16) | 104,588 | 77,559 | ||||||
| Income tax recoverable | 22,383 | 13,155 | ||||||
| Prepaid expenses and other current assets (note 16) | 346,622 | 309,962 | ||||||
| Warehouse fund assets (note 5) | 81,057 | 110,779 | ||||||
| 1,725,919 | 1,599,384 | |||||||
| Other receivables | 10,562 | 11,602 | ||||||
| Contract assets (note 18) | 25,585 | 22,400 | ||||||
| Other assets | 196,404 | 186,297 | ||||||
| Warehouse fund assets (note 5) | 186,602 | 94,334 | ||||||
| Fixed assets | 239,044 | 227,311 | ||||||
| Operating lease right-of-use assets | 408,419 | 398,507 | ||||||
| Deferred tax assets, net | 94,792 | 79,258 | ||||||
| Intangible assets (note 7) | 1,164,398 | 1,183,586 | ||||||
| Goodwill | 2,408,880 | 2,297,938 | ||||||
| 4,734,686 | 4,501,233 | |||||||
| $ | 6,460,605 | $ | 6,100,617 | |||||
| Liabilities and shareholders' equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 511,580 | $ | 494,601 | ||||
| Accrued compensation | 564,094 | 646,004 | ||||||
| Income tax payable | 18,249 | 15,297 | ||||||
| Contract liabilities (note 18) | 75,706 | 63,459 | ||||||
| Long-term debt - current (note 8) | 16,841 | 6,061 | ||||||
| Contingent acquisition consideration - current (note 16) | 3,332 | 30,683 | ||||||
| Mortgage warehouse credit facilities (note 9) | 97,103 | 72,642 | ||||||
| Operating lease liabilities | 98,651 | 92,950 | ||||||
| Liabilities related to warehouse fund assets (note 5) | 84,478 | 86,344 | ||||||
| 1,470,034 | 1,508,041 | |||||||
| Long-term debt (note 8) | 1,723,433 | 1,502,414 | ||||||
| Contingent acquisition consideration (note 16) | 8,645 | 6,012 | ||||||
| Operating lease liabilities | 385,860 | 383,921 | ||||||
| Other liabilities | 134,982 | 129,467 | ||||||
| Deferred tax liabilities, net | 78,937 | 78,459 | ||||||
| Liabilities related to warehouse fund assets (note 5) | 114,934 | 14,103 | ||||||
| 2,446,791 | 2,114,376 | |||||||
| Redeemable non-controlling interests (note 12) | 1,157,773 | 1,152,618 | ||||||
| Shareholders' equity | ||||||||
| Common shares | 1,493,703 | 1,472,218 | ||||||
| Contributed surplus | 159,542 | 140,451 | ||||||
| Deficit | (194,144 | ) | (186,273 | ) | ||||
| Accumulated other comprehensive loss | (74,016 | ) | (101,533 | ) | ||||
| Total Company shareholders' equity | 1,385,085 | 1,324,863 | ||||||
| Non-controlling interests | 922 | 719 | ||||||
| Total shareholders' equity | 1,386,007 | 1,325,582 | ||||||
| $ | 6,460,605 | $ | 6,100,617 |
Commitments and contingencies and subsequent events (note 17 and note 20)
The accompanying notes are an integral part of these interim consolidated financial statements.
| Page 5 of 27 |
Colliers International Group Inc.
Consolidated Statements of Shareholders' Equity
(Unaudited)
(in thousands of US dollars, except share information)
| Six months ended June 30, 2025 | ||||||||||||||||||||||||||||
| Common shares | Accumulated | |||||||||||||||||||||||||||
| Issued and | other | Non- | Total | |||||||||||||||||||||||||
| outstanding | Contributed | comprehensive | controlling | shareholders' | ||||||||||||||||||||||||
| shares | Amount | surplus | Deficit | loss | interests | equity | ||||||||||||||||||||||
| Balance, December 31, 2024 | 50,610,676 | $ | 1,472,218 | $ | 140,451 | $ | (186,273 | ) | $ | (101,533 | ) | $ | 719 | $ | 1,325,582 | |||||||||||||
| Net earnings | - | - | - | 72,889 | - | - | 72,889 | |||||||||||||||||||||
| Pension liability adjustment, | ||||||||||||||||||||||||||||
| net of tax | - | - | - | - | 71 | - | 71 | |||||||||||||||||||||
| Unrealized gain on investments | - | - | - | - | 99 | - | 99 | |||||||||||||||||||||
| Foreign currency translation gain | - | - | - | - | 10,211 | - | 10,211 | |||||||||||||||||||||
| Unrealized loss on financial | ||||||||||||||||||||||||||||
| derivatives, net of tax | - | - | - | - | (9,824 | ) | - | (9,824 | ) | |||||||||||||||||||
| Other comprehensive earnings | ||||||||||||||||||||||||||||
| attributable to NCI | - | - | - | - | 26,960 | 132 | 27,092 | |||||||||||||||||||||
| NCI share of earnings | - | - | - | (21,967 | ) | - | 71 | (21,896 | ) | |||||||||||||||||||
| NCI redemption increment (note 12) | - | - | - | (51,172 | ) | - | - | (51,172 | ) | |||||||||||||||||||
| Subsidiaries’ equity transactions | - | - | 8,488 | - | - | - | 8,488 | |||||||||||||||||||||
| Subordinate Voting Shares: | ||||||||||||||||||||||||||||
| Stock option expense (note 14) | - | - | 15,962 | - | - | - | 15,962 | |||||||||||||||||||||
| Stock options exercised (note 14) | 193,725 | 21,485 | (5,359 | ) | - | - | - | 16,126 | ||||||||||||||||||||
| Dividends | - | - | - | (7,621 | ) | - | - | (7,621 | ) | |||||||||||||||||||
| Balance, June 30, 2025 | 50,804,401 | $ | 1,493,703 | $ | 159,542 | $ | (194,144 | ) | $ | (74,016 | ) | $ | 922 | $ | 1,386,007 | |||||||||||||
| Three months ended June 30, 2025 | ||||||||||||||||||||||||||||
| Common shares | Accumulated | |||||||||||||||||||||||||||
| Issued and | other | Non- | Total | |||||||||||||||||||||||||
| outstanding | Contributed | comprehensive | controlling | shareholders' | ||||||||||||||||||||||||
| shares | Amount | surplus | Deficit | loss | interests | equity | ||||||||||||||||||||||
| Balance, March 31, 2025 | 50,623,526 | $ | 1,473,708 | $ | 148,195 | $ | (190,532 | ) | $ | (90,549 | ) | $ | 726 | $ | 1,341,548 | |||||||||||||
| Net earnings | - | - | - | 63,971 | - | - | 63,971 | |||||||||||||||||||||
| Unrealized gain on investments | - | - | - | - | 172 | - | 172 | |||||||||||||||||||||
| Foreign currency translation gain | - | - | - | - | 5,323 | - | 5,323 | |||||||||||||||||||||
| Unrealized loss on financial | ||||||||||||||||||||||||||||
| derivatives, net of tax | - | - | - | - | (7,167 | ) | - | (7,167 | ) | |||||||||||||||||||
| Other comprehensive earnings | ||||||||||||||||||||||||||||
| attributable to NCI | - | - | - | - | 18,205 | 90 | 18,295 | |||||||||||||||||||||
| NCI share of earnings | - | - | - | (16,238 | ) | - | 106 | (16,132 | ) | |||||||||||||||||||
| NCI redemption increment (note 12) | - | - | - | (43,724 | ) | - | - | (43,724 | ) | |||||||||||||||||||
| Subsidiaries’ equity transactions | - | - | 8,488 | - | - | - | 8,488 | |||||||||||||||||||||
| Subordinate Voting Shares: | ||||||||||||||||||||||||||||
| Stock option expense (note 14) | - | - | 7,877 | - | - | - | 7,877 | |||||||||||||||||||||
| Stock options exercised (note 14) | 180,875 | 19,995 | (5,018 | ) | - | - | - | 14,977 | ||||||||||||||||||||
| Dividends | - | - | - | (7,621 | ) | - | - | (7,621 | ) | |||||||||||||||||||
| Balance, June 30, 2025 | 50,804,401 | $ | 1,493,703 | $ | 159,542 | $ | (194,144 | ) | $ | (74,016 | ) | $ | 922 | $ | 1,386,007 | |||||||||||||
| Page 6 of 27 |
Colliers International Group Inc.
Consolidated Statements of Shareholders' Equity
(Unaudited)
(in thousands of US dollars, except share information)
| Six months ended June 30, 2024 | ||||||||||||||||||||||||||||
| Common shares | Accumulated | |||||||||||||||||||||||||||
| Issued and | other | Non- | Total | |||||||||||||||||||||||||
| outstanding | Contributed | comprehensive | controlling | shareholders' | ||||||||||||||||||||||||
| shares | Amount | surplus | Deficit | loss | interests | equity | ||||||||||||||||||||||
| Balance, December 31, 2023 | 47,549,376 | $ | 1,127,034 | $ | 123,394 | $ | (332,866 | ) | $ | (69,571 | ) | $ | 2,499 | $ | 850,490 | |||||||||||||
| Net earnings | - | - | - | 86,063 | - | - | 86,063 | |||||||||||||||||||||
| Unrealized gain on investments | - | - | - | - | 14 | - | 14 | |||||||||||||||||||||
| Foreign currency translation loss | - | - | - | - | (7,723 | ) | - | (7,723 | ) | |||||||||||||||||||
| Unrealized loss on financial | ||||||||||||||||||||||||||||
| derivatives, net of tax | - | - | - | - | 7,519 | - | 7,519 | |||||||||||||||||||||
| Other comprehensive earnings | ||||||||||||||||||||||||||||
| attributable to NCI | - | - | - | - | (6,617 | ) | 51 | (6,566 | ) | |||||||||||||||||||
| NCI share of earnings | - | - | - | (20,145 | ) | - | 125 | (20,020 | ) | |||||||||||||||||||
| NCI redemption increment | - | - | - | (16,537 | ) | - | - | (16,537 | ) | |||||||||||||||||||
| Distributions to NCI | - | - | - | - | - | (14 | ) | (14 | ) | |||||||||||||||||||
| Subsidiaries’ equity transactions | - | - | (7,154 | ) | - | - | (1,723 | ) | (8,877 | ) | ||||||||||||||||||
| Subordinate Voting Shares: | ||||||||||||||||||||||||||||
| Stock option expense (note 14) | - | - | 14,134 | - | - | - | 14,134 | |||||||||||||||||||||
| Stock options exercised | 248,000 | 22,327 | (4,932 | ) | - | - | - | 17,395 | ||||||||||||||||||||
| Dividends | - | - | - | (7,542 | ) | - | - | (7,542 | ) | |||||||||||||||||||
| Issuance of Subordinate | ||||||||||||||||||||||||||||
| Voting Shares | 2,479,500 | 286,924 | - | - | - | - | 286,924 | |||||||||||||||||||||
| Balance, June 30, 2024 | 50,276,876 | $ | 1,436,285 | $ | 125,442 | $ | (291,027 | ) | $ | (76,378 | ) | $ | 938 | $ | 1,195,260 | |||||||||||||
| Three months ended June 30, 2024 | ||||||||||||||||||||||||||||
| Common shares | Accumulated | |||||||||||||||||||||||||||
| Issued and | other | Non- | Total | |||||||||||||||||||||||||
| outstanding | Contributed | comprehensive | controlling | shareholders' | ||||||||||||||||||||||||
| shares | Amount | surplus | Deficit | loss | interests | equity | ||||||||||||||||||||||
| Balance, March 31, 2024 | 50,231,376 | $ | 1,432,085 | $ | 126,084 | $ | (320,209 | ) | $ | (76,715 | ) | $ | 2,857 | $ | 1,164,102 | |||||||||||||
| Net earnings | - | - | - | 71,927 | - | - | 71,927 | |||||||||||||||||||||
| Unrealized gain on investments | - | - | - | - | 14 | - | 14 | |||||||||||||||||||||
| Foreign currency translation loss | - | - | - | - | (294 | ) | - | (294 | ) | |||||||||||||||||||
| Unrealized gain on interest rate | ||||||||||||||||||||||||||||
| swaps, net of tax | - | - | - | - | 449 | - | 449 | |||||||||||||||||||||
| Other comprehensive earnings | ||||||||||||||||||||||||||||
| attributable to NCI | - | - | - | - | 168 | 1 | 169 | |||||||||||||||||||||
| NCI share of earnings | - | - | - | (11,224 | ) | - | (183 | ) | (11,407 | ) | ||||||||||||||||||
| NCI redemption increment | - | - | - | (23,979 | ) | - | - | (23,979 | ) | |||||||||||||||||||
| Distributions to NCI | - | - | - | - | - | (14 | ) | (14 | ) | |||||||||||||||||||
| Subsidiaries’ equity transactions | - | - | (7,154 | ) | - | - | (1,723 | ) | (8,877 | ) | ||||||||||||||||||
| Subordinate Voting Shares: | ||||||||||||||||||||||||||||
| Stock option expense (note 14) | - | - | 7,446 | - | - | - | 7,446 | |||||||||||||||||||||
| Stock options exercised | 45,500 | 4,200 | (934 | ) | - | - | - | 3,266 | ||||||||||||||||||||
| Dividends | - | - | - | (7,542 | ) | - | - | (7,542 | ) | |||||||||||||||||||
| Balance, June 30, 2024 | 50,276,876 | $ | 1,436,285 | $ | 125,442 | $ | (291,027 | ) | $ | (76,378 | ) | $ | 938 | $ | 1,195,260 | |||||||||||||
| Page 7 of 27 |
Colliers International Group Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands of US dollars)
| Three months | Six months | |||||||||||||||
| ended June 30 | ended June 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Cash provided by (used in) | ||||||||||||||||
| Operating activities | ||||||||||||||||
| Net earnings | $ | 63,971 | $ | 71,927 | $ | 72,889 | $ | 86,063 | ||||||||
| Items not affecting cash: | ||||||||||||||||
| Depreciation and amortization | 61,686 | 49,845 | 125,088 | 100,353 | ||||||||||||
| Gains attributable to mortgage servicing rights | (10,455 | ) | (3,712 | ) | (14,494 | ) | (5,027 | ) | ||||||||
| Gains attributable to the fair value of mortgage | ||||||||||||||||
| premiums and origination fees | (6,676 | ) | (3,424 | ) | (11,245 | ) | (5,623 | ) | ||||||||
| Deferred tax | (5,366 | ) | (3,406 | ) | (14,550 | ) | (7,395 | ) | ||||||||
| Equity earnings from non-consolidated investments | (3,318 | ) | (796 | ) | (7,052 | ) | (1,232 | ) | ||||||||
| Stock option expense (note 14) | 9,153 | 7,446 | 15,805 | 14,134 | ||||||||||||
| Amortization of advisor loans | 10,895 | 9,196 | 21,677 | 20,094 | ||||||||||||
| Contingent consideration (note 6) | 2,252 | (21,257 | ) | 3,940 | (24,925 | ) | ||||||||||
| Other | (1,238 | ) | 7,097 | 2,723 | 7,077 | |||||||||||
| Increase in accounts receivable, prepaid expenses and other assets | (139,954 | ) | (98,930 | ) | (109,680 | ) | (94,289 | ) | ||||||||
| Increase (decrease) in accounts payable, accrued expenses and other liabilities | 11,456 | 43,740 | (26,936 | ) | (2,902 | ) | ||||||||||
| Increase (decrease) in accrued compensation | 51,518 | 59,914 | (100,959 | ) | (87,018 | ) | ||||||||||
| Contingent acquisition consideration paid | (5,680 | ) | (300 | ) | (7,948 | ) | (3,038 | ) | ||||||||
| Proceeds received on sale of mortgage loans | 726,729 | 161,159 | 909,815 | 460,560 | ||||||||||||
| Principal funded on originated mortgage loans | (734,626 | ) | (268,931 | ) | (922,811 | ) | (417,457 | ) | ||||||||
| Increase (decrease) in mortgage warehouse credit facilities | 15,877 | 111,466 | 24,461 | (35,911 | ) | |||||||||||
| Sales to AR Facility, net (note 10) | (1,661 | ) | 20,155 | (636 | ) | 110 | ||||||||||
| Net cash provided by (used in) operating activities | 44,563 | 141,189 | (39,913 | ) | 3,574 | |||||||||||
| Investing activities | ||||||||||||||||
| Acquisitions of businesses, net of cash acquired (note 4) | (50,218 | ) | (17,772 | ) | (59,703 | ) | (17,772 | ) | ||||||||
| Purchases of fixed assets | (16,428 | ) | (12,480 | ) | (31,082 | ) | (29,353 | ) | ||||||||
| Advisor loans issued | (12,529 | ) | (23,507 | ) | (40,513 | ) | (39,895 | ) | ||||||||
| Purchases of warehouse fund assets | (110,921 | ) | (220,917 | ) | (121,734 | ) | (257,343 | ) | ||||||||
| Proceeds from disposal of warehouse fund assets | 62,914 | 71,494 | 62,914 | 76,438 | ||||||||||||
| Equity co-investment contributions, net (note 11) | (1,572 | ) | (1,930 | ) | (3,254 | ) | (2,384 | ) | ||||||||
| Collections of AR facility deferred purchase price (note 10) | 35,556 | 34,930 | 83,977 | 68,848 | ||||||||||||
| Other investing activities | (8,368 | ) | 2,719 | (1,997 | ) | (15,854 | ) | |||||||||
| Net cash used in investing activities | (101,566 | ) | (167,463 | ) | (111,392 | ) | (217,315 | ) | ||||||||
| Financing activities | ||||||||||||||||
| Increase in long-term debt | 422,168 | 314,021 | 820,893 | 640,696 | ||||||||||||
| Repayment of long-term debt | (303,290 | ) | (207,493 | ) | (560,107 | ) | (639,220 | ) | ||||||||
| Issuance of subordinate voting shares (note 13) | - | - | - | 286,924 | ||||||||||||
| Purchases of non-controlling interests' subsidiary shares, net | (11,916 | ) | (7,083 | ) | (17,219 | ) | (9,737 | ) | ||||||||
| Contingent acquisition consideration paid | (21,155 | ) | - | (23,417 | ) | - | ||||||||||
| Proceeds received on exercise of stock options | 14,977 | 3,267 | 16,126 | 17,396 | ||||||||||||
| Dividends paid to common shareholders | - | - | (7,592 | ) | (7,132 | ) | ||||||||||
| Distributions paid to non-controlling interests | (37,015 | ) | (38,521 | ) | (45,473 | ) | (48,827 | ) | ||||||||
| Other financing activities | (85 | ) | (303 | ) | (149 | ) | (303 | ) | ||||||||
| Net cash provided by financing activities | 63,684 | 63,888 | 183,062 | 239,797 | ||||||||||||
| Effect of exchange rate changes on cash, cash | ||||||||||||||||
| equivalents and restricted cash | (13,545 | ) | (2,386 | ) | (15,341 | ) | (4,446 | ) | ||||||||
| Page 8 of 27 |
Colliers International Group Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(in thousands of US dollars)
| Three months | Six months | |||||||||||||||
| ended June 30 | ended June 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net change in cash, cash equivalents and restricted cash | (6,864 | ) | 35,228 | 16,416 | 21,610 | |||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 241,261 | 205,457 | 217,981 | 219,075 | ||||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 234,397 | $ | 240,685 | $ | 234,397 | $ | 240,685 | ||||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
| Page 9 of 27 |
Colliers International Group Inc.
Notes to Consolidated Financial Statements
(unaudited)
(in thousands of US dollars, except share and per share amounts)
| 1. | Description of the business |
Colliers International Group Inc. (“Colliers” or the “Company”) provides commercial real estate professional services and investment management to corporate and institutional clients in 35 countries around the world (70 countries including affiliates and franchisees). Operationally, Colliers is organized into three distinct segments: Real Estate Services, Engineering and Investment Management (“IM”).
| 2. | Summary of presentation |
These unaudited Interim Consolidated Financial Statements (the “Financial Statements”) have been prepared by the Company in accordance with disclosure requirements for the presentation of interim financial information. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America have been condensed or omitted in accordance with such disclosure requirements. These Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2024.
These Financial Statements follow the same accounting policies as the most recent audited consolidated financial statements, except as noted in Note 3. In the opinion of management, the Financial Statements contain all adjustments necessary to a fair statement of the financial position of the Company as at June 30, 2025 and the results of operations and its cash flows for the three and six months ended June 30, 2025 and 2024. All such adjustments are of a normal recurring nature. The results of operations for the six months ended June 30, 2025, are not necessarily indicative of the results to be expected for the year ending December 31, 2025.
| 3. | Impact of recently issued accounting standards |
Recently issued accounting guidance, not yet adopted
Improvements to Income Tax Disclosures
In December 2023, FASB issued ASU No. 2023-09 Improvements to Income Tax Disclosures. The amendments in this update encourage transparency in income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. The amendments are effective for annual periods beginning after December 15, 2024 with early adoption permitted. The Company is currently assessing the impacts of this ASU on its annual tax disclosures.
Reporting Comprehensive Income – Expense Disaggregation Disclosures
In November 2024, FASB issued ASU No. 2024-03 Expense Disaggregation Disclosures which requires disaggregated disclosure of income statement expenses. The ASU does not require changes to the expense captions an entity presents on the face of the income statement, rather, it requires disaggregation of certain expense captions within the footnotes to the financial statements. This ASU is effective for annual periods beginning after December 15, 2026 with early adoption permitted. The Company is currently assessing the impacts of this ASU on its disclosures.
| Page 10 of 27 |
| 4. | Acquisitions |
During the six months ended June 30, 2025, the Company acquired controlling interests in five businesses, one in Real Estate Services and four in Engineering.
Real Estate Services
In June 2025, the Company acquired a controlling interest in Triovest Inc., a provider of asset management, property management and advisory services in Canada.
Engineering
In March 2025, the Company acquired a controlling interest in Ethos Urban Pty Ltd., an engineering firm in Australia.
In May 2025, the Company acquired three engineering and design firms. Terra Consulting in the United States and Higher Ground Consulting and Herold Engineering in Canada.
The acquisition date fair values of consideration transferred consisted of $59,703 in cash (net of cash acquired of $5,726). The Company acquired $1,204 of net assets, excluding cash and recognized goodwill of $34,749 and intangible assets of $28,548. The Company also recognized redeemable non-controlling interest of $4,797 on the consolidated balance sheets.
As of June 30, 2025, the Company has not completed its analysis to assign fair values to all identifiable tangible and intangible assets acquired in 2025 and, therefore, the purchase price allocations for the acquired businesses are provisional and subject to change within the respective measurement period which will not extend beyond one year from the acquisition date.
During the period ended June 30, 2025, the Company made no significant adjustments to the provisional fair values allocated to acquired assets and liabilities for acquisitions completed in 2024.
The purchase price allocation of acquisitions result in the recognition of goodwill. The primary factors contributing to goodwill acquired in the six months ended June 30, 2025 are assembled workforces, synergies with existing operations and future growth prospects. Specifically, the synergies in the Company’s acquisitions primarily relate to diversifying the Company’s client base and service offerings, cross-sell opportunities, increasing market share, and geographic expansion. Future growth prospects in the acquired businesses are consistent with long-term growth trends in the commercial real estate services and engineering businesses. For acquisitions completed during the six months ended June 30, 2025, goodwill in the amount of $2,126 is deductible for income tax purposes.
2024 acquisitions
During the six months ended June 30, 2024, the Company acquired a controlling interest in one business in the Americas, Lanard & Axilbund, LLC (operating as Colliers Philadelphia), a commercial real estate services firm in the United States. The acquisition date fair value of consideration transferred consisted of $17,772 in cash (net of cash acquired of $1,397).
Contingent acquisition consideration
The Company typically structures its business acquisitions to include contingent consideration. Certain vendors, at the time of acquisition, are entitled to receive a contingent consideration payment if the acquired businesses achieve specified earnings levels during the one- to five-year periods following the dates of acquisition. The ultimate amount of payment is determined based on a formula, the key inputs to which are (i) a contractually agreed maximum payment; (ii) a contractually specified earnings level and (iii) the actual earnings for the contingency period. If the acquired business does not achieve the specified earnings level, the maximum payment is reduced for any shortfall, potentially to nil.
Unless it contains an element of compensation, contingent consideration is recorded at fair value each reporting period. The fair value recorded on the consolidated balance sheet as at June 30, 2025, was $11,977 (December 31, 2024 - $36,695). See note 16 for discussion on the fair value of contingent consideration. Contingent consideration where the seller is required to remain employed to be entitled to payment is considered to have a compensatory element and is revalued at each reporting period and recognized on a straight-line basis over the term of the contingent consideration arrangement. The liability recorded on the balance sheet for the compensatory element of contingent consideration arrangements as at June 30, 2025, was $47,327 (December 31, 2024 - $44,280). The estimated range of outcomes (undiscounted) for all contingent consideration arrangements, including those with an element of compensation is determined based on the likelihood of achieving specified earnings levels over the contingency period, and ranges from an estimated $110,672 to $241,081, relative to a maximum contractual amount of $321,024. These contingencies will expire during the period extending to March 2029.
| Page 11 of 27 |
| 5. | Warehouse fund assets |
During the six months ended June 30, 2025, the Company acquired real estate assets in the US in relation to seeding new funds. In addition, the Company divested two real estate asset portfolios in Europe which were held at December 31, 2024. There was no significant impact on net earnings related to warehouse fund assets in the three and six months ended June 30, 2025, or 2024.
The following table summarizes the warehouse fund assets:
| June 30 | December 31, | |||||||
| 2025 | 2024 | |||||||
| Warehouse fund assets | ||||||||
| Warehouse fund assets | $ | 81,057 | $ | 110,779 | ||||
| Warehouse fund assets - non-current | $ | 186,602 | $ | 94,334 | ||||
| Total warehouse fund assets | $ | 267,659 | $ | 205,113 | ||||
| Liabilities related to warehouse fund assets | ||||||||
| Liabilities related to warehouse fund assets | $ | 84,478 | $ | 86,344 | ||||
| Liabilities related to warehouse fund assets - non-current | $ | 114,934 | $ | 14,103 | ||||
| Total liabilities related to warehouse fund assets | $ | 199,412 | $ | 100,447 | ||||
| Net warehouse fund assets | $ | 68,247 | $ | 104,666 | ||||
| 6. | Acquisition-related items |
| Three months ended | Six months ended | |||||||||||||||
| June 30 | June 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Transaction costs | $ | 13,806 | $ | 6,037 | $ | 21,500 | $ | 11,645 | ||||||||
| Contingent consideration fair value adjustments (note 16) | (478 | ) | (2,810 | ) | 119 | (6,063 | ) | |||||||||
| Contingent consideration compensation | ||||||||||||||||
| expense / (recovery) (note 4) | 2,731 | (18,448 | ) | 3,821 | (18,863 | ) | ||||||||||
| $ | 16,059 | $ | (15,221 | ) | $ | 25,440 | $ | (13,281 | ) | |||||||
| Page 12 of 27 |
| 7. | Intangible assets |
The following table summarizes the gross carrying value, accumulated amortization and net carrying value of the Company’s indefinite life and finite life intangible assets:
| Gross | ||||||||||||
| carrying | Accumulated | |||||||||||
| June 30, 2025 | amount | amortization | Net | |||||||||
| Indefinite life intangible assets: | ||||||||||||
| Licenses | $ | 29,200 | $ | - | $ | 29,200 | ||||||
| Trademarks and trade names | 23,623 | - | 23,623 | |||||||||
| $ | 52,823 | $ | - | $ | 52,823 | |||||||
| Finite life intangible assets: | ||||||||||||
| Customer lists and relationships | $ | 935,033 | $ | 299,025 | $ | 636,008 | ||||||
| Investment management contracts | 533,202 | 191,803 | 341,399 | |||||||||
| Mortgage servicing rights ("MSRs") | 220,595 | 110,881 | 109,714 | |||||||||
| Trademarks and trade names | 29,152 | 10,690 | 18,462 | |||||||||
| Management contracts and other | 15,730 | 10,837 | 4,893 | |||||||||
| Backlog | 25,400 | 24,301 | 1,099 | |||||||||
| $ | 1,759,112 | $ | 647,537 | $ | 1,111,575 | |||||||
| $ | 1,811,935 | $ | 647,537 | $ | 1,164,398 |
| Gross | ||||||||||||
| carrying | Accumulated | |||||||||||
| December 31, 2024 | amount | amortization | Net | |||||||||
| Indefinite life intangible assets: | ||||||||||||
| Licenses | $ | 29,200 | $ | - | $ | 29,200 | ||||||
| Trademarks and trade names | 23,140 | - | 23,140 | |||||||||
| $ | 52,340 | $ | - | $ | 52,340 | |||||||
| Finite life intangible assets: | ||||||||||||
| Customer lists and relationships | $ | 882,336 | $ | 255,651 | $ | 626,685 | ||||||
| Investment management contracts | 525,661 | 167,806 | 357,855 | |||||||||
| Mortgage servicing rights ("MSRs") | 207,990 | 101,562 | 106,428 | |||||||||
| Trademarks and trade names | 28,947 | 8,898 | 20,049 | |||||||||
| Management contracts and other | 15,210 | 9,201 | 6,009 | |||||||||
| Backlog | 26,665 | 12,445 | 14,220 | |||||||||
| $ | 1,686,809 | $ | 555,563 | $ | 1,131,246 | |||||||
| $ | 1,739,149 | $ | 555,563 | $ | 1,183,586 | |||||||
The MSR assets are evaluated quarterly for impairment by stratifying the servicing portfolio according to predominant risk characteristics, primarily investor type and interest rate. An impairment is recorded if the carrying value of an individual stratum exceeds its estimated fair value. There was no impairment recorded for the six months ended June 30, 2025, or 2024.
The following table summarizes activity related to the Company’s mortgage servicing rights for the six months ended June 30, 2025:
| 2025 | ||||
| Balance, January 1 | $ | 106,428 | ||
| Additions, following the sale of loan | 12,605 | |||
| Amortization | (8,134 | ) | ||
| Prepayments and write-offs | (1,185 | ) | ||
| Balance, June 30 | $ | 109,714 |
| Page 13 of 27 |
The following is the estimated future expense for amortization of the finite life intangible assets for each of the next five years and thereafter:
| For the year ended December 31, | MSRs | Other Intangibles | Total | |||||||||
| 2025 (remaining six months) | $ | 9,890 | $ | 71,475 | $ | 81,365 | ||||||
| 2026 | 17,526 | 130,480 | 148,006 | |||||||||
| 2027 | 15,749 | 122,685 | 138,434 | |||||||||
| 2028 | 13,936 | 115,313 | 129,249 | |||||||||
| 2029 | 12,231 | 110,745 | 122,976 | |||||||||
| Thereafter | 40,382 | 451,163 | 491,545 | |||||||||
| $ | 109,714 | $ | 1,001,861 | $ | 1,111,575 | |||||||
| 8. | Long-term debt |
On November 29, 2024 the Company amended and extended the multi-currency, sustainability-linked senior unsecured revolving credit facility (the “Revolving Credit Facility”). The Company increased the Revolving Credit Facility from $1,750,000 to $2,250,000 and extended for a 5-year term maturing November 29, 2029. The Revolving Credit Facility bears interest at an applicable margin of 1.125% to 2.5% over floating reference rates, depending on financial leverage ratios. The applicable margin may be adjusted, annually, plus or minus 0.05% subject to achieving certain sustainability metrics. For the six months ended June 30, 2025, the weighted average interest rate on borrowings under the Revolving Credit Facility was 6.1% (2024 – 6.9%). The Revolving Credit Facility had $1,062,095 of available undrawn credit as at June 30, 2025 ($1,235,898 as at December 31, 2024). As at June 30, 2025, letters of credit in the amount of $19,219 were outstanding against the Revolving Credit Facility ($18,582 as at December 31, 2024). The Revolving Credit Facility requires a commitment fee of 0.11% to 0.35% of the unused portion, depending on financial leverage ratios.
The Company has outstanding senior unsecured notes with a carrying value of $543,127. A summary of the unsecured senior notes is provided in the table below:
| Maturity | Interest | |||||||||||||||
| Term | Date | Carrying Value | Rate | |||||||||||||
| Senior Notes due 2028 - €210,000 | 10-year | May 30, 2028 | $ | 246,784 | 2.23 | % | ||||||||||
| Senior Notes due 2031 - €125,000 | 10-year | October 7, 2031 | 146,851 | 1.52 | % | |||||||||||
| Senior Notes due 2031 - $150,000 | 10-year | October 7, 2031 | 149,492 | 3.02 | % | |||||||||||
| $ | 543,127 | |||||||||||||||
The Senior Notes due 2028 and the Senior Notes due 2031 are each held by a group of institutional investors.
The Revolving Credit Facility, Senior Notes due 2028, and Senior Notes due 2031 rank equally in terms of seniority and have similar financial covenants, including leverage and interest coverage. The Company was in compliance with all covenants as of June 30, 2025. The Company is limited from undertaking certain mergers, acquisitions and dispositions without prior approval.
| Page 14 of 27 |
| 9. | Mortgage warehouse credit facilities |
The following table summarizes the Company’s mortgage warehouse credit facilities:
| June 30, 2025 | December 31, 2024 | |||||||||||||||||
| Current | Maximum | Carrying | Maximum | Carrying | ||||||||||||||
| Maturity | Capacity | Value | Capacity | Value | ||||||||||||||
| Facility A - SOFR plus 1.40% | October 16, 2025 | $ | 275,000 | $ | 97,103 | $ | 275,000 | $ | 72,642 | |||||||||
| Facility B - SOFR plus 1.45% 1 | On demand | 225,000 | - | 125,000 | - | |||||||||||||
| $ | 500,000 | $ | 97,103 | $ | 400,000 | $ | 72,642 | |||||||||||
(1) SOFR in Facility B has a floor of 0.25%
Colliers Mortgage LLC (“Colliers Mortgage”) has warehouse credit facilities which are used exclusively for the purpose of funding warehouse mortgages receivable. The mortgage warehouse credit facilities are recourse only to Colliers Mortgage, are revolving and are secured by warehouse mortgages financed on the facilities.
On May 19, 2025, the Company amended Facility B to increase the borrowing capacity to $225,000.
| 10. | AR Facility |
In 2019, the Company entered into a structured accounts receivable facility (the “AR Facility”). Under the AR Facility, certain of the Company's subsidiaries continuously sell trade accounts receivable and contract assets (the “Receivables”) to wholly owned special purpose entities at fair market value. The special purpose entities in turn sell the Receivables to a third-party financial institution (the “Purchaser”).
On June 27, 2025, the Company renewed its AR Facility with two third-party financial institutions, with a term extending to June 26, 2026 and a capacity of $200,000. As of June 30, 2025, the Company’s draw under the AR Facility was $199,988.
All transactions under the AR Facility are accounted for as a true sale in accordance with ASC 860, Transfers and Servicing (“ASC 860”). Following the sale of the Receivables to the Purchaser, the Receivables are legally isolated from the Company and its wholly owned special purpose entities. The AR Facility is recorded as a sale of accounts receivable, and accordingly sold receivables are derecognized from the consolidated balance sheet. The Company continues to service, administer and collect the Receivables on behalf of the Purchaser, and recognizes a servicing liability in accordance with ASC 860. The Company has elected the amortization method for subsequent measurement of the servicing liability, which is assessed for changes in the obligation at each reporting date. As of June 30, 2025, the servicing liability was nil.
Under the AR Facility, the Company receives a cash payment and a deferred purchase price (“Deferred Purchase Price” or “DPP”) for sold Receivables. The DPP is paid to the Company in cash on behalf of the Purchaser as the Receivables are collected; however, due to the revolving nature of the AR Facility, cash collected from the Company's customers is reinvested by the Purchaser monthly in new Receivable purchases under the AR Facility. As at June 30, 2025, the DPP was $116,616 (December 31, 2024 - $126,082) and was included in Prepaid expenses and other current assets on the Consolidated Balance Sheets. For the six months ended June 30, 2025, Receivables sold under the AR Facility were $884,887 and cash collections from customers on Receivables sold were $894,868, all of which were reinvested in new Receivables purchases and are included in cash flows from operating activities in the consolidated statement of cash flows. As of June 30, 2025, the outstanding principal on trade accounts receivable, net of expected credit losses, sold under the AR Facility was $205,413; and the outstanding principal on contract assets, current and non-current, sold under the AR Facility was $147,378. See note 16 for fair value information on the DPP.
For the six months ended June 30, 2025, the Company recognized a loss related to Receivables sold of $20 (2024 - $71) that was recorded in other income in the consolidated statement of earnings. The fair value of the Receivables sold subsequent to the initial sale approximates carrying value.
The non-cash investing activities associated with the DPP for the six months ended June 30, 2025, were $73,343.
| Page 15 of 27 |
| 11. | Variable interest entities |
The Company holds variable interests in certain Variable Interest Entities (“VIE”) in its Investment Management segment which are not consolidated as it was determined that the Company is not the primary beneficiary. The Company’s involvement with these entities is in the form of advisory fee arrangements and equity co-investments (typically 1%-2%). Equity co-investments are included in Other non-current assets on the consolidated balance sheets.
The following table provides the maximum exposure to loss related to these non-consolidated VIEs:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Non-consolidated investments | $ | 53,443 | $ | 47,881 | ||||
| Co-investment commitments | 29,191 | 31,893 | ||||||
| Maximum exposure to loss | $ | 82,634 | $ | 79,774 |
| 12. | Redeemable non-controlling interests |
The minority equity positions in the Company’s subsidiaries are referred to as redeemable non-controlling interests (“RNCI”). The RNCI are considered to be redeemable securities. Accordingly, the RNCI is recorded at the greater of (i) the redemption amount or (ii) the amount initially recorded as RNCI at the date of inception of the minority equity position. This amount is recorded in the “mezzanine” section of the balance sheet, outside of shareholders’ equity. Changes in the RNCI amount are recognized immediately as they occur. The following table provides a reconciliation of the beginning and ending RNCI amounts:
| 2025 | ||||
| Balance, January 1 | $ | 1,152,618 | ||
| RNCI share of earnings | 21,896 | |||
| RNCI redemption increment | 51,172 | |||
| Distributions paid to RNCI | (47,681 | ) | ||
| Purchase of interests from RNCI | (29,153 | ) | ||
| Sale of interests to RNCI | 4,124 | |||
| RNCI recognized on business acquisitions | 4,797 | |||
| Balance, June 30 | $ | 1,157,773 |
The Company has shareholders’ agreements in place at each of its non-wholly owned subsidiaries. These agreements allow the Company to “call” the RNCI at a price determined with the use of a formula price, which is usually equal to a fixed multiple of average annual net earnings before income taxes, interest, depreciation, and amortization. The agreements also have redemption features which allow the owners of the RNCI to “put” their equity to the Company at the same price subject to certain limitations. The formula price is referred to as the redemption amount and may be paid in cash or in Subordinate Voting Shares. The redemption amount as of June 30, 2025, was $958,240 (December 31, 2024 - $958,558). The redemption amount is lower than that recorded on the balance sheet as the formula price of certain RNCI are lower than the amount initially recorded at the inception of the minority equity position. If all put or call options were settled with Subordinate Voting Shares as at June 30, 2025, approximately 7,530,000 such shares would be issued.
Increases or decreases to the formula price of the underlying shares are recognized in the statement of earnings as the NCI redemption increment.
| Page 16 of 27 |
| 13. | Net earnings per common share |
Stock options were anti-dilutive for the six months ended June 30, 2025 and dilutive for all other periods presented.
The following table reconciles the basic and diluted common shares outstanding:
| Three months ended | Six months ended | |||||||||||||||
| June 30 | June 30 | |||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net earnings (loss) attributable to Company | $ | 4,009 | $ | 36,724 | $ | (250 | ) | $ | 49,381 | |||||||
| Weighted average common shares - Basic | 50,667 | 50,239 | 50,641 | 49,374 | ||||||||||||
| Exercise of stock options | 224 | 240 | - | 297 | ||||||||||||
| Weighted average common shares - Diluted | 50,891 | 50,479 | 50,641 | 49,671 | ||||||||||||
On February 28, 2024, the Company issued 2,479,500 Subordinate Voting Shares for gross proceeds of $300,019. The total proceeds, net of commissions and fees, were recorded in common shares.
| 14. | Stock-based compensation |
Corporate Stock Option Plan
The Company has a stock option plan for certain officers, key full-time employees and directors of the Company and its subsidiaries. Options are granted at the market price for the underlying shares on the day immediately prior to the date of grant. Each option vests over a four-year term, expires five years from the date granted and allows for the purchase of one Subordinate Voting Share. All Subordinate Voting Shares issued are new shares. As at June 30, 2025, there were 962,575 options available for future grants.
Grants under the Company’s stock option plan are equity-classified awards.
Stock option activity for the six months ended June 30, 2025 was as follows:
| Weighted average | ||||||||||||||||
| Weighted | remaining | Aggregate | ||||||||||||||
| Number of | average | contractual life | intrinsic | |||||||||||||
| options | exercise price | (years) | value | |||||||||||||
| Shares issuable under options - | ||||||||||||||||
| December 31, 2024 | 3,311,800 | $ | 116.37 | |||||||||||||
| Granted | 1,250 | 135.28 | ||||||||||||||
| Exercised | (193,725 | ) | 83.24 | |||||||||||||
| Forfeited | (12,875 | ) | 124.69 | |||||||||||||
| Shares issuable under options - | ||||||||||||||||
| June 30, 2025 | 3,106,450 | $ | 118.41 | 2.8 | $ | 56,890 | ||||||||||
| Options exercisable - June 30, 2025 | 801,400 | $ | 96.20 | 2.0 | $ | 27,519 | ||||||||||
The amount of compensation expense recorded in the statement of earnings for the three and six months ended June 30, 2025 was $7,877 and $15,962 (2024 - $7,446 and $14,134). As of June 30, 2025, there was $44,503 of unrecognized compensation cost related to non-vested awards which is expected to be recognized over the next 4 years. During the six months ended June 30, 2025, the fair value of options vested was $440 (2024 - $759).
Performance Stock Units (“PSUs”)
On October 1, 2024, Colliers extended the existing management service agreement with its Chairman and Chief Executive Officer, Jay S. Hennick, to January 1, 2029. In connection with this extension, a performance-based long term incentive plan was created. Under this arrangement, Mr. Hennick was granted a total of 428,174 cash-settled PSUs that are subject to the satisfaction of certain performance-based vesting conditions during the period ending January 1, 2029. To the extent incentives are earned, the Company will be obligated to make a one-time cash payment equal to the number of vested PSUs multiplied by the twenty-day volume-weighted average trading price of the Subordinate Voting Shares at such time. The performance units cannot be share settled and do not give Mr. Hennick any rights as a shareholder.
| Page 17 of 27 |
During the three-month period ended June 30, 2025, the Company recorded stock-based compensation expense related to the PSUs of $1,276, and a recovery of $157 for the six-month period ended June 30, 2025. As at June 30, 2025, the estimated fair value of the PSUs is $34,146 and there is approximately $20,864 of total estimated unrecognized compensation expense related to the arrangement which are expected to be expensed over the next four years. As at June 30, 2025, the performance vesting criteria related to 107,043 PSUs has been satisfied. The PSU plan is a liability classified stock-based compensation plan and as at June 30, 2025, $13,282 is reported in Other liabilities on the Company’s consolidated balance sheets.
| 15. | Income tax |
Income tax expense for the six months ended June 30, 2025, reflected an effective tax rate of 29.1% (2024 - 28.5%). The tax rates of both the current period and prior period were impacted by valuation allowances on losses incurred by certain subsidiaries and permanent non-deductible expenses.
| 16. | Financial instruments |
Fair values of financial instruments
The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2025:
| Level 1 | Level 2 | Level 3 | ||||||||||
| Assets | ||||||||||||
| Equity securities | $ | 14,822 | $ | - | $ | - | ||||||
| Debt securities | 17,451 | 25,988 | - | |||||||||
| Mortgage derivative assets | - | - | 3,560 | |||||||||
| Mortgage warehouse receivables | - | 104,588 | - | |||||||||
| Interest rate swap assets | - | 1,881 | - | |||||||||
| Deferred Purchase Price on AR Facility | - | - | 116,616 | |||||||||
| Total assets | $ | 32,273 | $ | 132,457 | $ | 120,176 | ||||||
| Liabilities | ||||||||||||
| Interest rate swap liabilities | $ | - | $ | 5,879 | $ | - | ||||||
| Contingent consideration liabilities | - | - | 11,977 | |||||||||
| Total liabilities | $ | - | $ | 5,879 | $ | 11,977 | ||||||
Equity securities, debt securities, mortgage derivative assets, interest rate swap assets and the deferred purchase price on the AR Facility were included in prepaid expenses and other current assets on the consolidated balance sheets. Other than the assets and liabilities acquired in relation to business combinations (see note 4), there were no significant non-recurring fair value measurements recorded during the six months ended June 30, 2025.
Debt and equity securities
The Company records debt and equity securities at fair value on the consolidated balance sheets. These financial instruments are valued based on observable market data that may include quoted market prices, dealer quotes, market spreads, cash flows, the US Treasury yield curve, trading levels, market consensus prepayment speeds, credit information and the instruments’ terms and conditions and are classified as Level 2 of the fair value hierarchy.
| Page 18 of 27 |
Investments in equity securities where quoted prices are readily available are classified as Level 1 in the fair value hierarchy. The Company increases or decreases its investment each reporting period by the change in the fair value of the investment reported in net earnings on the consolidated statements of earnings.
Mortgage-related derivatives
Interest rate lock commitments and forward sale commitments are derivative instruments which use a discounted cash flow model and consider observable market data in determining their fair values, particularly changes in interest rates. In the case of interest rate lock commitments, the fair value measurement also considers the expected net cash flows associated with the servicing of the loans. The Company also considers the impact of unobservable inputs related to counterparty non-performance risk when measuring the fair value of these derivatives. Therefore, these mortgage-related derivatives are categorized as Level 3. The mortgage-related derivative assets and liabilities are included in Prepaid expenses and other current assets and Accounts payable and accrued expenses, respectively, on the consolidated balance sheets.
Given the credit quality of the Company’s counterparties, the short duration of interest rate lock commitments and forward sale commitments and the Company’s historical experience, management does not believe the risk of non-performance is significant. An increase in counterparty non-performance risk assumptions would result in a lower fair value measurement.
Changes in the fair value of the net mortgage derivative assets and liabilities comprise the following:
| 2025 | ||||
| Balance, January 1 | $ | 3,329 | ||
| Settlements | (20,232 | ) | ||
| Realized gains recorded in earnings | 16,903 | |||
| Unrealized gains recorded in earnings | 3,560 | |||
| Balance, June 30 | $ | 3,560 |
Mortgage warehouse receivables
Mortgage warehouse receivables represent mortgage loans originated by the Company with commitments to sell to third party investors. Principal funded on mortgage loans plus gains attributable to the fair value of mortgage premiums and origination fees increase mortgage warehouse receivables and proceeds received from the sale of mortgage loans to third party investors reduce mortgage warehouse receivables. As at June 30, 2025, all warehouse facility liabilities are supported by mortgage warehouse receivables which are under commitment to be purchased by a qualifying investor. These assets are classified as Level 2 in the fair value hierarchy as a substantial majority of the inputs are readily observable.
AR Facility deferred purchase price (“DPP”)
The Company recorded a DPP under its AR Facility. The DPP represents the difference between the fair value of the Receivables sold and the cash purchase price and is recognized at fair value as part of the sale transaction. The DPP is remeasured each reporting period in order to account for activity during the period, including the seller’s interest in any newly transferred Receivables, collections on previously transferred Receivables attributable to the DPP and changes in estimates for credit losses. Changes in the DPP attributed to changes in estimates for credit losses are expected to be immaterial, as the underlying Receivables are short-term and of high credit quality. The DPP is valued using Level 3 inputs, primarily discounted cash flows, with the significant inputs being discount rates ranging from 5.0% to 7.0% depending upon the aging of the Receivables. See note 10 for information on the AR Facility.
| Page 19 of 27 |
Changes in the fair value of the DPP comprises the following:
| 2025 | ||||
| Balance, January 1 | $ | 126,082 | ||
| Additions to DPP | 73,343 | |||
| Collections on DPP | (83,977 | ) | ||
| Fair value adjustment | (20 | ) | ||
| Foreign exchange and other | 1,188 | |||
| Balance, June 30 | $ | 116,616 |
Financial derivatives
The Company has entered into interest rate swap agreements (“IRS”) to convert floating interest on US dollar denominated debt to fixed interest rates. The interest rate swaps are measured at fair value and are included in Other assets on the consolidated balance sheets. The table below summarizes the details of the interest rate swaps in place as at June 30, 2025.
| Effective | Maturity | Notional Amount | Interest rates | |||||||||||
| Date | Date | of US dollar debt | Floating | Fixed | ||||||||||
| 2022 IRS A | July 15, 2022 | May 27, 2027 | $ | 150,000 | SOFR | 2.8020 | % | |||||||
| 2022 IRS B | December 21, 2022 | May 27, 2027 | $ | 250,000 | SOFR | 3.5920 | % | |||||||
| 2023 IRS A | April 28, 2023 | May 27, 2027 | $ | 100,000 | SOFR | 3.7250 | % | |||||||
| 2023 IRS B | December 5, 2023 | May 27, 2027 | $ | 100,000 | SOFR | 4.0000 | % | |||||||
2022 IRS A, 2022 IRS B, 2023 IRS A and 2023 IRS B (collectively the “Designated IRSs”) are being accounted for as cash flow hedges and are measured at fair value on the consolidated balance sheets. Gains or losses on the Designated IRSs, which are determined to be effective as hedges, are reported in accumulated other comprehensive income (“AOCI”). As at June 30, 2025, unrealized loss of $95 (December 31, 2024 - $7,455) on the Designated IRSs were included in AOCI.
Contingent acquisition consideration
The inputs to the measurement of the fair value of contingent consideration related to acquisitions are Level 3 inputs. The fair value measurements were made using a discounted cash flow model; significant model inputs were expected future operating cash flows (determined with reference to each specific acquired business) and discount rates (which range from 3.5% to 10.3%, with a weighted average of 9.8%). The wide range of discount rates is attributable to the level of risk related to economic growth factors combined with the length of the contingent payment periods; and the dispersion was driven by unique characteristics of the businesses acquired and the respective terms for these contingent payments. A 2% increase in the weighted average discount rate would reduce the fair value of contingent consideration by $500. See note 4 for discussion on contingent acquisition consideration.
Changes in the fair value of the contingent consideration liability comprises the following:
| 2025 | ||||
| Balance, January 1 | $ | 36,695 | ||
| Amounts recognized on acquisitions | 2,337 | |||
| Fair value adjustments (note 6) | 119 | |||
| Resolved and settled in cash | (30,441 | ) | ||
| Other | 3,267 | |||
| Balance, June 30 | $ | 11,977 | ||
| Less: current portion | $ | 3,332 | ||
| Non-current portion | $ | 8,645 |
| Page 20 of 27 |
The carrying amounts for cash, restricted cash, accounts receivable, accounts payable, advisor loans, other receivables and accrued liabilities approximate their estimated fair values due to the short-term nature of these instruments, unless otherwise indicated. The carrying value of the Company’s Revolving Credit Facility and other short-term borrowings approximate their estimated fair value due to their short-term nature and variable interest rate terms.
The carrying amount and the estimated fair value of Senior Notes is presented in the table below. Interest rate yield curves, interest rate indices and market prices (Level 2 inputs within the fair value hierarchy) are used in determining the fair value of the Senior Notes.
| June 30, 2025 | December 31, 2024 | |||||||||||||||
| Carrying | Fair | Carrying | Fair | |||||||||||||
| amount | value | amount | value | |||||||||||||
| Senior Notes | $ | 543,127 | $ | 493,132 | $ | 495,519 | $ | 437,774 | ||||||||
| 17. | Commitments and Contingencies |
Claims and Litigation
In the normal course of operations, the Company is subject to routine claims and litigation incidental to its business. Litigation currently pending or threatened against the Company includes disputes with former employees and commercial liability claims related to services provided by the Company. The Company believes resolution of such proceedings, combined with amounts accrued, will not have a material impact on the Company’s financial condition or the results of operations.
Contingencies associated with US government sponsored enterprises
Colliers Mortgage is a lender in the Fannie Mae DUS Program. Commitments for the origination and subsequent sale and delivery of loans to Fannie Mae represent those mortgage loan transactions where the borrower has locked an interest rate and scheduled closing and the Company has entered into a mandatory delivery commitment to sell the loan to Fannie Mae. As discussed in note 16, the Company accounts for these commitments as derivatives recorded at fair value.
Colliers Mortgage is obligated to share in losses, if any, related to mortgages originated under the DUS Program. These obligations expose the Company to credit risk on mortgage loans for which the Company is providing underwriting, servicing, or other services under the DUS Program. Net losses on defaulted loans are shared with Fannie Mae based upon established loss-sharing ratios, and typically, the Company is subject to sharing up to one-third of incurred losses on loans originated under the DUS Program. As of June 30, 2025, the Company has funded and sold loans subject to such loss sharing obligations with an aggregate unpaid principal balance of approximately $6,196,000. (December 31, 2024 - $5,584,000) As at June 30, 2025, the loss reserve was $13,152 (December 31, 2024 - $13,556) and was included within Other liabilities on the consolidated balance sheets.
Pursuant to its licenses with Fannie Mae, Ginnie Mae and the Department of Housing and Urban Development, Colliers Mortgage is required to maintain certain standards for capital adequacy which include minimum net worth and liquidity requirements. If it is determined at any time that Colliers Mortgage fails to maintain appropriate capital adequacy, the licensor reserves the right to terminate the Company’s servicing authority for all or some of the portfolio. As at June 30, 2025, Colliers Mortgage was in compliance with all such requirements.
| Page 21 of 27 |
| 18. | Revenue |
Disaggregated revenue
Colliers has disaggregated its revenue from contract with customers by type of service and reporting segment as presented in the following table. Engineering revenue includes engineering, design and project management activities.
| Real Estate | Investment | |||||||||||||||||||
| Services | Engineering | Management | Corporate | Consolidated | ||||||||||||||||
| Three months ended June 30, | ||||||||||||||||||||
| 2025 | ||||||||||||||||||||
| Leasing | $ | 273,479 | $ | - | $ | - | $ | - | $ | 273,479 | ||||||||||
| Capital Markets | 213,572 | - | - | - | 213,572 | |||||||||||||||
| Property management | 134,906 | - | - | - | 134,906 | |||||||||||||||
| Valuation and advisory | 128,296 | - | - | - | 128,296 | |||||||||||||||
| Engineering | - | 435,977 | - | - | 435,977 | |||||||||||||||
| IM - Advisory and other | - | - | 117,734 | - | 117,734 | |||||||||||||||
| IM - Performance fees | - | - | 8,400 | - | 8,400 | |||||||||||||||
| Other | 35,136 | - | - | 149 | 35,285 | |||||||||||||||
| Total Revenue | $ | 785,389 | $ | 435,977 | $ | 126,134 | $ | 149 | $ | 1,347,649 | ||||||||||
| 2024 | ||||||||||||||||||||
| Leasing | $ | 288,601 | $ | - | $ | - | $ | - | $ | 288,601 | ||||||||||
| Capital Markets | 182,800 | - | - | - | 182,800 | |||||||||||||||
| Property management | 134,273 | - | - | - | 134,273 | |||||||||||||||
| Valuation and advisory | 109,638 | - | - | - | 109,638 | |||||||||||||||
| Engineering | - | 261,338 | - | - | 261,338 | |||||||||||||||
| IM - Advisory and other | - | - | 126,051 | - | 126,051 | |||||||||||||||
| IM - Performance fees | - | - | - | - | - | |||||||||||||||
| Other | 36,563 | - | - | 104 | 36,667 | |||||||||||||||
| Total Revenue | $ | 751,875 | $ | 261,338 | $ | 126,051 | $ | 104 | $ | 1,139,368 | ||||||||||
| Six months ended June 30, | ||||||||||||||||||||
| 2025 | ||||||||||||||||||||
| Leasing | $ | 500,487 | $ | - | $ | - | $ | - | $ | 500,487 | ||||||||||
| Capital Markets | 362,724 | - | - | - | 362,724 | |||||||||||||||
| Property management | 264,155 | - | - | - | 264,155 | |||||||||||||||
| Valuation and advisory | 228,199 | - | - | - | 228,199 | |||||||||||||||
| Engineering | - | 813,851 | - | - | 813,851 | |||||||||||||||
| IM - Advisory and other | - | - | 236,891 | - | 236,891 | |||||||||||||||
| IM - Performance fees | - | - | 15,445 | - | 15,445 | |||||||||||||||
| Other | 66,796 | - | - | 271 | 67,067 | |||||||||||||||
| Total Revenue | $ | 1,422,361 | $ | 813,851 | $ | 252,336 | $ | 271 | $ | 2,488,819 | ||||||||||
| 2024 | ||||||||||||||||||||
| Leasing | $ | 531,838 | $ | - | $ | - | $ | - | $ | 531,838 | ||||||||||
| Capital Markets | 321,398 | - | - | - | 321,398 | |||||||||||||||
| Property management | 266,957 | - | - | - | 266,957 | |||||||||||||||
| Valuation and advisory | 205,387 | - | - | - | 205,387 | |||||||||||||||
| Engineering | - | 499,399 | - | - | 499,399 | |||||||||||||||
| IM - Advisory and other | - | - | 245,572 | - | 245,572 | |||||||||||||||
| IM - Performance fees | - | - | 3,000 | - | 3,000 | |||||||||||||||
| Other | 67,570 | - | - | 227 | 67,797 | |||||||||||||||
| Total Revenue | $ | 1,393,150 | $ | 499,399 | $ | 248,572 | $ | 227 | $ | 2,141,348 | ||||||||||
| Page 22 of 27 |
Revenue associated with the Company’s debt finance and loan servicing operations are outside the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”). During the three and six months ended June 30, 2025 - $18,651 and $27,466 of Capital Markets revenue (2024 - $8,648 and $13,097) and $11,130 and $22,604 of Other Revenue (2024 - $12,414 and $23,814) respectively, was excluded from the scope of ASC 606. Substantially all of these revenues were included within the Real Estate Services segment.
Contract balances
As at June 30, 2025, the Company had contract assets totaling $183,905 of which $158,320 was current ($156,802 as at December 31, 2024 - of which $134,402 was current). During the six months ended June 30, 2025, approximately 83% of the current contract assets were moved to accounts receivable or sold under the AR Facility (Note 10).
As at June 30, 2025, the Company had contract liabilities (all current) totaling $75,706 ($63,459 as at December 31, 2024). $6,306 and $48,607 of the contract liability balance at the beginning of the year was recognized to revenue in the three and six months ended June 30, 2025, respectively (2024 - $3,520 and $41,710).
Certain constrained revenues may arise from services that began in a prior reporting period. Consequently, a portion of the revenue the Company recognizes in the current period may be partially related to the services performed in prior periods. Typically, less than 5% of Leasing and Capital Markets revenue recognized in a prior period had previously been constrained and substantially all investment management incentive fees recognized in the year were previously constrained.
| 19. | Segmented information |
REPORTING SEGMENTS
Colliers has identified three reportable operating segments: Real Estate Services, Engineering and Investment Management. Corporate represents unallocated costs of global administrative functions and the corporate head office. The groupings are based on the manner in which the segments are managed.
The Chief Operating Decision Maker (“CODM”) of the Company uses Adjusted EBITDA to compare each segments current performance against prior periods and previous forecasts which can then be used to guide strategy and make decisions about the allocation of resources. The Chief Executive Officer is determined to be the Company’s CODM.
Adjusted EBITDA is defined as net earnings, adjusted to exclude: (i) income tax; (ii) other 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.
Indirect operating costs includes the non-direct selling, general and administration expenses of the Company excluding stock-based compensation and restructuring costs. It also includes an adjustment to remove the impact of gains attributable to MSRs.
The CODM is not provided with total asset information by segment and does not consider total assets in determining the performance of the segments nor in determining resource allocation. Therefore, total asset by segment is not disclosed.
| Page 23 of 27 |
| Real Estate Services |
Engineering | Investment Management |
Total | |||||||||||||
| Three months ended June 30, 2025 | ||||||||||||||||
| Revenues | $ | 785,389 | $ | 435,977 | $ | 126,134 | $ | 1,347,500 | ||||||||
| Cost of revenue | 509,016 | 240,477 | 48,476 | 797,969 | ||||||||||||
| Indirect operating costs | 189,840 | 149,180 | 30,506 | 369,526 | ||||||||||||
| Equity earnings from non-consolidated investments | 481 | - | 2,837 | 3,318 | ||||||||||||
| Adjusted EBITDA | 87,014 | 46,320 | 49,989 | $ | 183,323 | |||||||||||
| Corporate | ||||||||||||||||
| Revenue | 149 | |||||||||||||||
| Cost of revenue | 93 | |||||||||||||||
| Indirect operating costs | 3,170 | |||||||||||||||
| Unallocated Adjusted EBITDA | (3,114 | ) | ||||||||||||||
| Deduct: | ||||||||||||||||
| Depreciation and amortization | 61,686 | |||||||||||||||
| Acquisition related costs | 16,059 | |||||||||||||||
| Stock based compensation | 9,153 | |||||||||||||||
| Restructuring costs | 1,265 | |||||||||||||||
| Equity earnings from non-consolidated investments | 3,318 | |||||||||||||||
| Gains attributable to MSRs | (10,455 | ) | ||||||||||||||
| Consolidated operating earnings | $ | 99,183 | ||||||||||||||
| Interest expense, net | 15,515 | |||||||||||||||
| Equity earnings from non-consolidated investments | (3,318 | ) | ||||||||||||||
| Other income | (2,229 | ) | ||||||||||||||
| Consolidated earnings before income tax | $ | 89,215 | ||||||||||||||
| Income tax expense | 25,244 | |||||||||||||||
| Consolidated net earnings | $ | 63,971 | ||||||||||||||
| Purchases of fixed assets | 8,782 | 5,564 | 768 | 15,114 | ||||||||||||
| Consolidated revenue reconciliation: | ||||||||||||||||
| Total segment revenue of $1,347,500 plus unallocated revenue of $149 equals consolidated revenue of $1,347,649. | ||||||||||||||||
| Reconciliation of purchases of fixed assets: | ||||||||||||||||
| Total purchases of fixed assets of $15,114 plus unallocated purchases of $1,314 equals $16,428. | ||||||||||||||||
| Page 24 of 27 |
| Real Estate | Investment | |||||||||||||||
| Services | Engineering | Management | Total | |||||||||||||
| Three months ended June 30, 2024 | ||||||||||||||||
| Revenues | $ | 751,875 | $ | 261,338 | $ | 126,051 | $ | 1,139,264 | ||||||||
| Cost of revenue | 487,656 | 154,218 | 45,173 | 687,047 | ||||||||||||
| Indirect operating costs | 176,857 | 88,186 | 30,484 | 295,527 | ||||||||||||
| Equity earnings from non-consolidated investments | 701 | - | 95 | 796 | ||||||||||||
| Adjusted EBITDA | 88,063 | 18,934 | 50,489 | $ | 157,486 | |||||||||||
| Corporate | ||||||||||||||||
| Revenue | 104 | |||||||||||||||
| Cost of revenue | 15 | |||||||||||||||
| Indirect operating costs | 1,951 | |||||||||||||||
| Unallocated Adjusted EBITDA | (1,862 | ) | ||||||||||||||
| Deduct: | ||||||||||||||||
| Depreciation and amortization | 49,845 | |||||||||||||||
| Acquisition related costs | (15,221 | ) | ||||||||||||||
| Stock based compensation | 7,446 | |||||||||||||||
| Restructuring costs | 1,722 | |||||||||||||||
| Equity earnings from non-consolidated investments | 796 | |||||||||||||||
| Gains attributable to MSRs | (3,712 | ) | ||||||||||||||
| Consolidated operating earnings | $ | 114,748 | ||||||||||||||
| Interest expense, net | 19,376 | |||||||||||||||
| Equity earnings from non-consolidated investments | (796 | ) | ||||||||||||||
| Other income | (136 | ) | ||||||||||||||
| Consolidated earnings before income tax | $ | 96,304 | ||||||||||||||
| Income tax expense | 24,377 | |||||||||||||||
| Consolidated net earnings | $ | 71,927 | ||||||||||||||
| Purchases of fixed assets | 7,976 | 2,543 | 624 | 11,143 | ||||||||||||
| Consolidated revenue reconciliation: | ||||||||||||||||
| Total segment revenue of $1,139,264 plus unallocated revenue of $104 equals consolidated revenue of $1,139,368. | ||||||||||||||||
| Reconciliation of purchases of fixed assets: | ||||||||||||||||
| Total purchases of fixed assets of $11,143 plus unallocated purchases of $1,337 equals $12,480. | ||||||||||||||||
| Page 25 of 27 |
| Real Estate | Investment | |||||||||||||||
| Services | Engineering | Management | Total | |||||||||||||
| Six months ended June 30, 2025 | ||||||||||||||||
| Revenues | $ | 1,422,361 | $ | 813,851 | $ | 252,336 | $ | 2,488,548 | ||||||||
| Cost of revenue | 929,941 | 457,749 | 98,707 | 1,486,397 | ||||||||||||
| Indirect operating costs | 367,449 | 285,758 | 54,474 | 707,681 | ||||||||||||
| Equity earnings from non-consolidated investments | 1,122 | - | 5,930 | 7,052 | ||||||||||||
| Adjusted EBITDA | 126,093 | 70,344 | 105,085 | $ | 301,522 | |||||||||||
| Corporate | ||||||||||||||||
| Revenue | 271 | |||||||||||||||
| Cost of revenue | 155 | |||||||||||||||
| Indirect operating costs | 5,385 | |||||||||||||||
| Unallocated Adjusted EBITDA | (5,269 | ) | ||||||||||||||
| Deduct: | ||||||||||||||||
| Depreciation and amortization | 125,088 | |||||||||||||||
| Acquisition related costs | 25,440 | |||||||||||||||
| Stock based compensation | 15,805 | |||||||||||||||
| Restructuring costs | 6,575 | |||||||||||||||
| Equity earnings from non-consolidated investments | 7,052 | |||||||||||||||
| Gains attributable to MSRs | (14,494 | ) | ||||||||||||||
| Consolidated operating earnings | $ | 130,787 | ||||||||||||||
| Interest expense, net | 38,063 | |||||||||||||||
| Equity earnings from non-consolidated investments | (7,052 | ) | ||||||||||||||
| Other income | (3,069 | ) | ||||||||||||||
| Consolidated earnings before income tax | $ | 102,845 | ||||||||||||||
| Income tax expense | 29,956 | |||||||||||||||
| Consolidated net earnings | $ | 72,889 | ||||||||||||||
| Purchases of fixed assets | 18,015 | 9,669 | 1,324 | 29,008 | ||||||||||||
| Consolidated revenue reconciliation: | ||||||||||||||||
| Total segment revenue of $2,488,548 plus unallocated revenue of $271 equals consolidated revenue of $2,488,819. | ||||||||||||||||
| Reconciliation of purchases of fixed assets: | ||||||||||||||||
| Total purchases of fixed assets of $29,008 plus unallocated purchases of $2,074 equals $31,082. | ||||||||||||||||
| Page 26 of 27 |
| Real Estate | Investment | |||||||||||||||
| Services | Engineering | Management | Total | |||||||||||||
| Six months ended June 30, 2024 | ||||||||||||||||
| Revenues | $ | 1,393,150 | $ | 499,399 | $ | 248,572 | $ | 2,141,121 | ||||||||
| Cost of revenue | 910,563 | 296,799 | 85,926 | 1,293,288 | ||||||||||||
| Indirect operating costs | 351,229 | 170,606 | 59,405 | 581,240 | ||||||||||||
| Equity earnings from non-consolidated investments | 1,134 | - | 98 | 1,232 | ||||||||||||
| Adjusted EBITDA | 132,492 | 31,994 | 103,339 | $ | 267,825 | |||||||||||
| Corporate | ||||||||||||||||
| Revenue | 227 | |||||||||||||||
| Cost of revenue | 18 | |||||||||||||||
| Indirect operating costs | 3,715 | |||||||||||||||
| Unallocated Adjusted EBITDA | (3,506 | ) | ||||||||||||||
| Deduct: | ||||||||||||||||
| Depreciation and amortization | 100,353 | |||||||||||||||
| Acquisition related costs | (13,281 | ) | ||||||||||||||
| Stock based compensation | 14,134 | |||||||||||||||
| Restructuring costs | 8,833 | |||||||||||||||
| Equity earnings from non-consolidated investments | 1,232 | |||||||||||||||
| Gains attributable to MSRs | (5,027 | ) | ||||||||||||||
| Consolidated operating earnings | $ | 158,075 | ||||||||||||||
| Interest expense, net | 39,248 | |||||||||||||||
| Equity earnings from non-consolidated investments | (1,232 | ) | ||||||||||||||
| Other income | (351 | ) | ||||||||||||||
| Consolidated earnings before income tax | $ | 120,410 | ||||||||||||||
| Income tax expense | 34,347 | |||||||||||||||
| Consolidated net earnings | $ | 86,063 | ||||||||||||||
| Purchases of fixed assets | 20,641 | 5,280 | 1,483 | 27,404 | ||||||||||||
| Consolidated revenue reconciliation: | ||||||||||||||||
| Total segment revenue of $2,141,121 plus unallocated revenue of $227 equals consolidated revenue of $2,141,348. | ||||||||||||||||
| Reconciliation of purchases of fixed assets: | ||||||||||||||||
| Total purchases of fixed assets of $27,404 plus unallocated purchases of $1,949 equals $29,353. | ||||||||||||||||
| Page 27 of 27 |
GEOGRAPHIC INFORMATION
Revenues in each geographic region are reported by customer locations except for Investment Management where revenues are reported by the location of the fund management.
| Three months ended | Six months ended | |||||||||||||||
| June 30 | June 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| United States | ||||||||||||||||
| Revenues | $ | 713,627 | $ | 633,544 | $ | 1,331,925 | $ | 1,214,050 | ||||||||
| Total long-lived assets | 2,219,642 | 2,262,149 | ||||||||||||||
| Canada | ||||||||||||||||
| Revenues | $ | 219,386 | $ | 124,738 | $ | 388,765 | $ | 226,278 | ||||||||
| Total long-lived assets | 671,275 | 108,599 | ||||||||||||||
| Euro currency countries | ||||||||||||||||
| Revenues | $ | 101,005 | $ | 98,036 | $ | 197,149 | $ | 179,947 | ||||||||
| Total long-lived assets | 382,886 | 360,535 | ||||||||||||||
| Australia | ||||||||||||||||
| Revenues | $ | 80,556 | $ | 71,145 | $ | 143,867 | $ | 122,762 | ||||||||
| Total long-lived assets | 146,965 | 109,139 | ||||||||||||||
| United Kingdom | ||||||||||||||||
| Revenues | $ | 81,680 | $ | 70,699 | $ | 146,730 | $ | 133,389 | ||||||||
| Total long-lived assets | 496,610 | 511,120 | ||||||||||||||
| Poland | ||||||||||||||||
| Revenues | $ | 38,281 | $ | 19,005 | $ | 67,323 | $ | 35,298 | ||||||||
| Total long-lived assets | 11,248 | 3,095 | ||||||||||||||
| China | ||||||||||||||||
| Revenues | $ | 16,981 | $ | 19,895 | $ | 32,208 | $ | 39,262 | ||||||||
| Total long-lived assets | 10,146 | 6,649 | ||||||||||||||
| India | ||||||||||||||||
| Revenues | $ | 19,979 | $ | 18,222 | $ | 36,928 | $ | 33,728 | ||||||||
| Total long-lived assets | 47,594 | 47,634 | ||||||||||||||
| Other | ||||||||||||||||
| Revenues | $ | 76,154 | $ | 84,084 | $ | 143,924 | $ | 156,634 | ||||||||
| Total long-lived assets | 234,375 | 221,281 | ||||||||||||||
| Consolidated | ||||||||||||||||
| Revenues | $ | 1,347,649 | $ | 1,139,368 | $ | 2,488,819 | $ | 2,141,348 | ||||||||
| Total long-lived assets | 4,220,741 | 3,630,201 | ||||||||||||||
| 20. | Subsequent events |
On June 4, 2025, the Company entered into a definitive agreement to acquire a controlling interest in Astris Infrastructure, LLC for an aggregate initial purchase price of $41,775. The acquisition closed on July 24, 2025.
On July 30, 2025, the Company completed the acquisition for a controlling interest in RoundShield Partners LLP for an aggregate initial purchase price of $152,213.
| Page 2 of 13 |
COLLIERS INTERNATIONAL GROUP INC.
Management’s discussion and analysis
For the six months ended June 30, 2025
(in US dollars)
August 6, 2025
The following management’s discussion and analysis (“MD&A”) should be read together with the unaudited interim consolidated financial statements and the accompanying notes of Colliers International Group Inc. (“we,” “us,” “our,” the “Company” or “Colliers”) for the three and six months ended June 30, 2025, and the Company’s audited consolidated financial statements and MD&A for the year ended December 31, 2024. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). All financial information herein is presented in United States dollars.
The Company has prepared this MD&A with reference to National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators (the “CSA”). Under the U.S./Canada Multijurisdictional Disclosure System, the Company is permitted to prepare this MD&A in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. This MD&A provides information for the three and six months ended June 30, 2025, and up to and including August 6, 2025.
Additional information about the Company can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.
This MD&A includes references to “internal revenue growth rate”, “Adjusted EBITDA”, “local currency revenue and Adjusted EBITDA growth rate”, “Adjusted EPS”, “assets under management (“AUM”)” and “fee paying assets under management (“FPAUM”)”, which are financial measures that are not calculated in accordance with GAAP. For a reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures, see “Reconciliation of non-GAAP financial measures”.
Consolidated review
Our consolidated revenues for the three months ended June 30, 2025 were $1.35 billion, an increase of 18% versus the prior year quarter (17% in local currency), led by growth in the Engineering segment. The GAAP diluted net earnings per share were $0.08 as compared to $0.73 in the prior year quarter, with the prior year quarter favourably impacted by a reversal of contingent acquisition consideration expense related to an acquisition. Adjusted earnings per share (see “Reconciliation of non-GAAP financial measures” below) were $1.72 relative to $1.36 in the prior year quarter. The increase was primarily attributable to (i) higher revenues, (ii) higher equity earnings from our non-consolidated investments in our Investment Management segment, and (iii) lower interest expense due to the transfer of certain warehouse fund assets to their respective Investment Management funds. GAAP diluted net earnings per share and adjusted earnings per share for the three months ended June 30, 2025 would have been lower by approximately $0.01 and $0.01, respectively, excluding foreign exchange impacts.
In March 2025, the Company acquired Ethos Urban Pty Ltd., a 160-person urban planning and design advisory firm in Australia.
In May 2025, the Company acquired Terra Consulting Group, a 70-person specialty telecommunications infrastructure engineering firm, bolstering its engineering capabilities in the US communication industry.
In May 2025, the Company acquired Higher Ground Consulting, a 65-person engineering consulting firm and Herold Engineering Limited, a 75-person engineering consulting firm, both in Canada.
In June 2025, the Company completed the acquisition of Triovest Inc., a provider of asset management, property management and advisory services in Canada.
In July 2025, the Company acquired Cambium Inc., a 235-person multi-service engineering firm in Canada.
In July 2025, the Company acquired a controlling interest in Astris Infrastructure, LLC, a global investment banking firm specializing in infrastructure and energy transition.
In July 2025, the Company acquired a controlling interest in RoundShield Partners LLP, a European credit investment management firm with $5.4 billion in AUM.
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Results of operations – three months ended June 30, 2025
For the three months ended June 30, 2025, revenues were $1.35 billion, up 18% relative to the prior year quarter (17% in local currency) driven by acquisitions and internal growth in Engineering and Real Estate Services segments. Acquisitions contributed 13% to local currency revenue growth and internally generated revenues were up 4%.
The GAAP operating earnings for the second quarter were $99.2 million versus $114.7 million in the prior year quarter. The operating earnings margin was 7.4% as compared to 10.1% in the prior year quarter. The decline in margin was attributable to (i) higher intangible asset amortization expense related to recent acquisitions as well as (ii) a reversal of contingent acquisition consideration expense in the prior year quarter, partly offset by higher revenues from both internal growth and acquisitions. Adjusted EBITDA (see “Reconciliation of non-GAAP financial measures” below) of $180.2 million was up 16% versus $155.6 million in the prior year quarter, on higher revenues and the favourable impact of acquisitions. The Adjusted EBITDA margin was 13.4% in the quarter relative to 13.7% in the prior year quarter with the decrease attributable to revenue mix, higher operating costs, and investments in recruiting.
Depreciation expense was $18.7 million relative to $15.5 million in the prior year quarter with the increase attributable to technology investments and the impact of recent business acquisitions.
Amortization expense was $43.0 million, versus $34.4 million recorded in the prior year quarter, primarily driven by recent acquisitions.
Net interest expense was $15.5 million, versus $19.4 million recorded in the prior year quarter. The decrease in the interest expense was driven by the transfer of certain warehouse fund assets to their respective Investment Management funds, which resulted in a reimbursement of interest expense to the Company during the quarter. The average interest rate on debt during the period was 4.2%, relative to 4.7% in the prior year quarter.
Consolidated income tax expense for the quarter was $25.2 million, relative to $24.4 million in the prior year quarter. The current quarter’s effective tax rate of 28.3% versus 25.3% in the prior year quarter. The prior year quarter’s tax rates were impacted by a reversal of contingent acquisition consideration expense.
Net earnings for the quarter were $64.0 million versus $71.9 million in the prior year quarter.
Real Estate Services revenues totalled $785.4 million, up 4% (up 4% in local currency) versus the prior year quarter. Capital Markets revenues were up 17% (16% in local currency) with solid growth across all asset classes, led by the US, Western Europe and debt finance. Leasing revenues declined 5% (5% in local currency) globally and were impacted by tariff-driven uncertainties especially in industrial, which more than offset robust growth in office leasing. Outsourcing revenues were up 6% (6% in local currency) with growth across all services. Adjusted EBITDA was $87.0 million, down 1% (1% in local currency) on revenue mix as well as continued investments in recruiting.
Engineering revenues totalled $436.0 million, up 67% (65% in local currency) compared to the prior year quarter driven by the favourable impact of recent acquisitions and strong internal growth. Adjusted EBITDA was $46.3 million, up 145% (142% in local currency) over the prior year quarter, with margin expansion driven equally by acquisitions and improved productivity and efficiency in core operations.
Investment Management revenues were $126.1 million, flat (flat in local currency) relative to the prior year quarter. Revenues excluding pass-through performance fees were $117.7 million, down 7% (down 7% in local currency) and were impacted by catch-up fees recognized in the prior year quarter. Adjusted EBITDA was $50.0 million, down 1% (down 1% in local currency) compared to the prior year quarter. AUM was $103.3 billion as of June 30, 2025 up from $100.3 billion as of March 31, 2025 due to fundraising, capital deployment activity and modest valuation increases during the quarter. FPAUM as of June 30, 2025 was $51.5 billion, up from $50.2 billion as of March 31, 2025.
Unallocated global corporate costs as reported in Adjusted EBITDA were $3.1 million relative to $1.9 million in the prior year quarter.
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Results of operations – six months ended June 30, 2025
For the six months ended June 30, 2025, revenues were $2.49 billion, up 16% relative to the prior year period (17% in local currency) on strong growth, led by Engineering. Acquisitions contributed 13% to local currency revenue growth and internally generated revenues were up 4%.
The GAAP operating earnings for the six months ended June 30, 2025 were $130.8 million versus $158.1 million in the prior year period. The operating earnings margin was 5.3% as compared to 7.4% in the prior year period, primarily attributable to a reversal of contingent acquisition consideration expense in the prior year period and higher intangible asset amortization expense related to recent acquisitions. Adjusted EBITDA (see “Reconciliation of non-GAAP financial measures” below) of $296.3 million was up 12% versus $264.3 million reported in the prior year period, on higher revenues and the favourable impact of acquisitions. The Adjusted EBITDA margin was 11.9% relative to 12.3% in the prior year period with the decrease attributable to revenue mix and continued investments in recruiting.
Depreciation expense was $37.4 million relative to $30.9 million in the prior year period with the increase attributable to technology investments and the impact of recent business acquisitions.
Amortization expense was $87.7 million, versus $69.5 million recorded in the prior year period, primarily driven by recent acquisitions.
Net interest expense was $38.1 million, versus $39.2 million recorded in the prior year period. The average interest rate on debt during the period was 4.4%, relative to 4.8% in the prior year period.
Consolidated income tax expense was $30.0 million, relative to $34.3 million in the prior year period. The current quarter’s effective tax rate was 29.1% versus 28.5% in the prior year period.
Net earnings were $72.9 million versus $86.1 million in the prior year period.
Real Estate Services revenues totalled $1.42 billion, up 2% (up 3% in local currency) versus the prior year period. Capital Markets revenues were up 13% (13% in local currency) with solid growth across all asset classes and geographies. Leasing revenues declined 6% (5% in local currency) against a strong prior year comparative in certain specialty asset classes, as well as tariff-driven uncertainties which impacted the industrial asset class. Outsourcing revenues were up 4% (4% in local currency) with growth led by higher valuation activity. Adjusted EBITDA was $126.1 million, down 5% (5% in local currency) on continued investments in recruiting in key markets globally as well as revenue mix.
Engineering revenues totalled $813.9 million, up 63% (63% in local currency) compared to the prior year period driven by the favourable impact of recent acquisitions and strong internal growth. Adjusted EBITDA was $70.3 million, up 120% (119% in local currency) over the prior year period.
Investment Management revenues were $252.3 million, up 2% (1% in local currency) relative to the prior year period. Revenues excluding pass-through performance fees were down 4% (4% in local currency) on the timing of catch-up fees. Adjusted EBITDA was $105.1 million, up 2% (2% in local currency) compared to the prior year period.
Unallocated global corporate costs as reported in Adjusted EBITDA were $5.3 million relative to $3.5 million in the prior year period.
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Summary of quarterly results
The following table sets forth our quarterly consolidated results of operations data. The information in the table below has been derived from unaudited interim consolidated financial statements that, in management’s opinion, have been prepared on a consistent basis and include all adjustments necessary for a fair presentation of information. The information below is not necessarily indicative of results for any future quarter.
| Summary of quarterly results - years ended December 31, 2025, 2024 and 2023 | ||||||||||||||||
| (in thousands of US$, except per share amounts) | ||||||||||||||||
| Q1 | Q2 | Q3 | Q4 | |||||||||||||
| Year ended December 31, 2025 | ||||||||||||||||
| Revenues | $ | 1,141,170 | $ | 1,347,649 | ||||||||||||
| Operating earnings | 31,604 | 99,183 | ||||||||||||||
| Net earnings | 8,918 | 63,971 | ||||||||||||||
| Basic net earnings (loss) per common share | (0.08 | ) | 0.08 | |||||||||||||
| Diluted net earnings (loss) per common share | (0.08 | ) | 0.08 | |||||||||||||
| Year ended December 31, 2024 | ||||||||||||||||
| Revenues | $ | 1,001,980 | $ | 1,139,368 | $ | 1,179,059 | $ | 1,501,617 | ||||||||
| Operating earnings | 43,327 | 114,748 | 109,737 | 121,400 | ||||||||||||
| Net earnings | 14,136 | 71,927 | 69,377 | 81,496 | ||||||||||||
| Basic net earnings per common share | 0.26 | 0.73 | 0.74 | 1.49 | ||||||||||||
| Diluted net earnings per common share | 0.26 | 0.73 | 0.73 | 1.47 | ||||||||||||
| Year ended December 31, 2023 | ||||||||||||||||
| Revenues | $ | 965,903 | $ | 1,078,038 | $ | 1,056,032 | $ | 1,235,168 | ||||||||
| Operating earnings | 22,144 | 75,262 | 70,899 | 132,630 | ||||||||||||
| Net earnings (loss) | (907 | ) | 35,001 | 29,376 | 81,221 | |||||||||||
| Basic net earnings (loss) per common share | (0.47 | ) | (0.15 | ) | 0.53 | 1.42 | ||||||||||
| Diluted net earnings (loss) per common share | (0.47 | ) | (0.16 | ) | 0.53 | 1.42 | ||||||||||
| Other data 1 | ||||||||||||||||
| Adjusted EBITDA - 2025 | $ | 116,044 | $ | 180,209 | ||||||||||||
| Adjusted EBITDA - 2024 | 108,695 | 155,626 | $ | 154,636 | $ | 225,290 | ||||||||||
| Adjusted EBITDA - 2023 | 104,623 | 147,080 | 144,912 | 198,378 | ||||||||||||
| Adjusted EPS - 2025 | 0.87 | 1.72 | ||||||||||||||
| Adjusted EPS - 2024 | 0.77 | 1.36 | 1.32 | 2.26 | ||||||||||||
| Adjusted EPS - 2023 | 0.86 | 1.31 | 1.19 | 2.00 | ||||||||||||
| 1 See "Reconciliation of non-GAAP financial measures" | ||||||||||||||||
Seasonality and quarterly fluctuations
The Company historically generates peak revenues and earnings in the month of December followed by a low in January and February as a result of the timing of closings on Capital Markets transactions. Revenues and earnings during the balance of the year are relatively even. Capital Markets operations comprised 16% of consolidated annual revenues for 2024. Variations can be caused by business acquisitions which alter the consolidated service mix.
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Outlook for 2025
The Company updated and increased its outlook for 2025 to reflect year to date operating results and the partial year impact of completed acquisitions, including RoundShield. On a consolidated basis, low-teens percentage revenue growth (previously high single-digit to low teens), mid-teens Adjusted EBITDA growth (previously low-teens) and mid to high-teens Adjusted EPS growth (previously low-teens) are expected. The updated outlook remains contingent on (i) lower global trade uncertainty, and (ii) lower interest rate volatility in the second half of the year.
The financial outlook is based on the Company’s best available information as of the date of this MD&A, and remains subject to change based on numerous macroeconomic, geopolitical, international trade, health, social and related factors. The outlook does not include future acquisitions.
Liquidity and capital resources
Net cash used by operating activities for the six months ended June 30, 2025 was $39.9 million, versus net cash provided by operating activities of $3.6 million in the prior year period, primarily due to the timing of working capital usage. We believe that cash from operations and other existing resources, including our $2.25 billion multi-currency Revolving Credit Facility (“Revolving Credit Facility”), will continue to be adequate to satisfy the ongoing working capital needs of the Company.
For the six months ended June 30, 2025, capital expenditures were $31.1 million (six months ended June 30, 2024 - $29.4 million). Capital expenditures for the year ending December 31, 2025 are expected to be between $100-$115 million and expected to be funded by cash on hand.
Net indebtedness is considered a supplementary financial measure and as of June 30, 2025 was $1.56 billion ($1.33 billion as of December 31, 2024). Net indebtedness is calculated as the current and non-current portion of long-term debt (excluding warehouse credit facilities, in accordance with our debt agreements) less cash and cash equivalents. As of June 30, 2025, the Company’s financial leverage ratio expressed in terms of net debt to pro forma Adjusted EBITDA, as defined in our debt agreements, was 2.3x (2.0x as of December 31, 2024), relative to a maximum of 3.5x permitted under our debt agreements. We were in compliance with the covenants contained in our debt agreements as of June 30, 2025 and, based on our outlook for 2025, we expect to remain in compliance with these covenants.
The Company’s Revolving Credit Facility is sustainability-linked and includes pricing adjustments tied to achievements of performance targets over time aligned with Colliers’ Elevate the Built Environment framework available on corporate.colliers.com. These targets include: (i) reducing greenhouse gas emissions consistent with the Science-Based Targets initiative (“SBTi”); (ii) increasing female representation in management roles and (iii) ensuring Colliers-occupied offices obtain the WELL Health-Safety certification. As of July 2025, the Company met a majority of its sustainability targets for 2024 and achieved a three basis point reduction in the borrowing cost on the Revolving Credit Facility. As of June 30, 2025, the Company had $1.06 billion of unused credit under the Revolving Credit Facility.
Colliers Mortgage utilizes warehouse credit facilities for the purpose of funding warehouse receivables. 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. The warehouse credit facilities are excluded from the financial leverage calculations under our debt agreements.
The Company’s accounts receivable facility (the “AR Facility”) (which includes selected US and Canadian trade accounts receivable) with two third-party financial institutions has committed availability of $200 million for a term extending to June 2026. The AR Facility is recorded as a sale of accounts receivable, and accordingly sold receivables are derecognized from the consolidated balance sheet. The AR Facility results in a decrease to our borrowing costs. As of June 30, 2025, the Company’s AR Facility was fully drawn.
During the six months ended June 30, 2025, the Company acquired real estate assets in the US in relation to seeding new funds. In addition, the Company divested two real estate assets in Europe which were held at December 31, 2024. The Company recorded the corresponding assets and liabilities on the consolidated balance sheet (see note 5 in our consolidated financial statements). We expect to enter into similar transactions from time to time in the future to facilitate the formation of new Investment Management funds.
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The Company pays semi-annual dividends in cash after the end of the second and fourth quarters to shareholders of record on the last business day of the quarter. The Company’s policy is to pay dividends on its common shares in the future, subject to the discretion of our Board of Directors. On May 13, 2025, the Company’s Board of Directors declared a semi-annual dividend of $0.15 per share to shareholders of record on June 30, 2025, paid on July 14, 2025. Total common share dividends paid by the Company during the six months ended June 30, 2025 were $7.6 million (June 30, 2024 - $7.1 million).
During the six months ended June 30, 2025, the Company invested cash in acquisitions as follows: $59.7 million in acquisition of new businesses, $19.9 million in purchases of redeemable non-controlling interest and $31.4 million in contingent consideration payments. All acquisitions during the period were funded from borrowings on the Revolving Credit Facility and cash on hand (see note 4 in our consolidated financial statements). The Company expects to fund future acquisitions with borrowings on the Revolving Credit Facility and cash on hand.
Unless it contains an element of compensation, contingent consideration, in relation to acquisitions, is recorded at fair value each reporting period. The fair value recorded on the consolidated balance sheet as at June 30, 2025 was $12.0 million (December 31, 2024 - $36.7 million). Contingent consideration with a compensatory element is revalued at each reporting period and recognized on a straight-line basis over the term of the contingent consideration arrangement. The liability recorded on the consolidated balance sheet for the compensatory element of contingent consideration arrangements as at June 30, 2025 was $47.3 million (December 31, 2024 - $44.3 million). The contingent consideration is based on achieving specified earnings levels and is paid or payable after the end of the relevant contingency periods. As at June 30, 2025, the Company expects to make earnout payments in the range of $110.7 million to $241.1 million through March 2029, relative to a contractual maximum of $321.0 million (December 31, 2024 - $345.3 million).
The following table summarizes our contractual obligations as at June 30, 2025:
| Contractual obligations | Payments due by period | |||||||||||||||||||
| (in thousands of US$) | Less than | After | ||||||||||||||||||
| Total | 1 year | 1-3 years | 4-5 years | 5 years | ||||||||||||||||
| Long-term debt | $ | 1,726,022 | $ | 12,505 | $ | 248,413 | $ | 1,168,750 | $ | 296,354 | ||||||||||
| Interest on long-term debt (1) | 59,477 | 13,145 | 24,208 | 13,540 | 8,584 | |||||||||||||||
| Finance lease obligations | 14,252 | 4,336 | 8,193 | 1,723 | - | |||||||||||||||
| Contingent acquisition consideration(2) | 11,977 | 3,332 | 978 | 7,542 | 125 | |||||||||||||||
| Operating leases obligations | 728,630 | 121,611 | 200,752 | 150,127 | 256,140 | |||||||||||||||
| Purchase commitments | 112,199 | 63,007 | 40,046 | 3,393 | 5,753 | |||||||||||||||
| Mortgage warehouse credit facilities | 97,103 | 97,103 | - | - | - | |||||||||||||||
| Liabilities related to warehouse | ||||||||||||||||||||
| fund assets | 199,412 | 84,478 | 114,934 | - | - | |||||||||||||||
| Co-investment commitments | 29,191 | 29,191 | - | - | - | |||||||||||||||
| Total contractual obligations | $ | 2,978,263 | $ | 428,708 | $ | 637,524 | $ | 1,345,075 | $ | 566,956 | ||||||||||
| (1) | Figures do not include interest payments for borrowings under the Revolving Credit Facility. Assuming the Revolving Credit Facility is held until maturity, using current interest rate, we estimate that we will make $314.7 million of interest payments, $71.3 million of which will be made in the next 12 months. |
| (2) | Estimated fair value as at June 30, 2025. |
As at June 30, 2025, we had commercial commitments totaling $19.2 million comprised of letters of credit outstanding due to expire within one year.
Redeemable non-controlling interests
In most operations where managers or employees are also non-controlling owners, the Company is party to shareholders’ agreements. These agreements allow us to “call” the redeemable non-controlling interests (“RNCI”) at a value determined with the use of a formula price, which is in most cases equal to a multiple of trailing two-year average earnings, less debt. Non-controlling owners may also “put” their interest to the Company at the same price, with certain limitations including (i) the inability to “put” more than 25% to 50% of their holdings in any twelve-month period and (ii) the inability to “put” any holdings for at least one year after the date of our initial acquisition of the business or the date the non-controlling shareholder acquired their interest, as the case may be.
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The total value of the RNCI (the “redemption amount”), as calculated in accordance with shareholders’ agreements, was $958.2 million as of June 30, 2025 (December 31, 2024 - $958.6 million). The amount recorded on our balance sheet under the caption “redeemable non-controlling interests” is the greater of (i) the redemption amount (as above) or (ii) the amount initially recorded as RNCI at the date of inception of the minority equity position. As at June 30, 2025, the RNCI recorded on the balance sheet was $1.16 billion (December 31, 2024 - $1.15 billion). The purchase prices of the RNCI may be paid in cash or in Subordinate Voting Shares of Colliers.
Critical accounting estimates
Critical accounting estimates are those that we deem to be most important to the portrayal of our financial condition and results of operations, and that require management’s most difficult, subjective or complex judgments due to the need to make estimates about the effects of matters that are inherently uncertain. We have identified six critical accounting estimates, which are discussed below.
| 1. | Revenue recognition. We earn revenues from Leasing and Capital Markets brokerage transaction commissions, advisory fees, debt finance fees, property management fees, project management fees, engineering and design fees, loan servicing fees and investment management fees (including carried interest). Some of the contractual terms related to the process of earning revenue from these sources, including potentially contingent events, can be complex and may require us to make judgments about the timing of when we should recognize revenue and whether revenue should be reported on a gross basis or net basis. Changes in judgments could result in a change in the period in which revenues are reported, or in the amounts of revenue and cost of revenue reported. |
| 2. | Goodwill. Goodwill impairment testing involves assessing whether events have occurred that would indicate potential impairment and making estimates concerning the fair values of reporting units and then comparing the fair value to the carrying amount of each unit. The determination of what constitutes a reporting unit requires significant management judgment. We have three reporting units, consistent with our three operating segments. Goodwill is attributed to the reporting units at the time of acquisition. Estimates of fair value can be impacted by changes in the business environment, prolonged economic downturns or declines in the market value of the Company’s own shares and therefore require significant management judgment in their determination. When events have occurred that would suggest a potential decrease in fair value, the determination of fair value is calculated with reference to a discounted cash flow model which requires management to make certain estimates. The most sensitive estimates are estimated future cash flows and the discount rate applied to future cash flows. Changes in these assumptions could result in a materially different fair value. |
| 3. | Business combinations. The determination of fair values of assets acquired and liabilities assumed in business combinations requires the use of estimates and management judgment, particularly in determining fair values of intangible assets acquired. For example, if different assumptions were used regarding the profitability and expected attrition rates of acquired customer relationships or forecasted committed capital and assets under management related to asset management contracts, different amounts of intangible assets and related amortization could be reported. |
| 4. | Contingent acquisition consideration. Contingent consideration is required to be measured at fair value at the acquisition date and at each balance sheet date until the contingency expires or is settled. The fair value at the acquisition date is a component of the purchase price; subsequent changes in fair value are reflected in earnings. Most acquisitions made by us have a contingent consideration feature, which is usually based on the acquired entity’s profitability (measured in terms of Adjusted EBITDA) during a one to five year period after the acquisition date. Significant estimates are required to measure the fair value of contingent consideration, including forecasting profits for the contingency period and the selection of an appropriate discount rate. |
| 5. | Mortgage servicing rights (“MSRs”). MSRs, or the rights to service mortgage loans for others, result from the sale or securitization of loans originated by the Company and are recognized as intangible assets on the consolidated balance sheet. The Company initially recognizes MSRs based on the fair value of these rights on the date the loans are sold. Subsequent to initial recognition, MSRs are amortized and carried at the lower of amortized cost or fair value. They are amortized in proportion to and over the estimated period that net servicing income is expected to be received based on projections and timing of estimated future net cash flows. |
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| 6. | Allowance for credit loss reserves. Colliers Mortgage is obligated to share in losses, if any, related to mortgages originated under the Fannie Mae Delegated Underwriting and Servicing (“DUS”) Program. These obligations expose the Company to credit risk on mortgage loans for which the Company is providing underwriting, servicing, or other services under the DUS Program. Net losses on defaulted loans are shared with Fannie Mae based upon established loss-sharing ratios, and typically, the Company is subject to sharing up to one-third of incurred losses on loans originated under the DUS Program. As of June 30, 2025, the Company has funded and sold loans subject to such loss sharing obligations with an aggregate unpaid principal balance of approximately $6.2 billion. As at June 30, 2025, the loss reserve was $13.2 million (December 31, 2024 - $13.6 million) and was included within Other liabilities on the consolidated balance sheet. |
Reconciliation of non-GAAP financial measures
In this MD&A, we make reference to certain financial measures that are not calculated in accordance with GAAP.
Adjusted EBITDA is defined as net earnings, adjusted to exclude: (i) income tax; (ii) other income; (iii) interest expense; (iv) depreciation and amortization, including amortization of mortgage servicing rights (“MSRs”); (v) gains attributable to MSRs; (vi) acquisition-related items (including contingent acquisition consideration fair value adjustments, contingent acquisition consideration-related compensation expense and transaction costs); (vii) restructuring costs and (viii) stock-based compensation expense, including related to the CEO’s performance-based long-term incentive plan (“LTIP”). 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 of the consolidated Company 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$) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net earnings | $ | 63,971 | $ | 71,927 | $ | 72,889 | $ | 86,063 | ||||||||
| Income tax | 25,244 | 24,377 | 29,956 | 34,347 | ||||||||||||
| Other income, including equity earnings from non-consolidated investments | (5,547 | ) | (932 | ) | (10,121 | ) | (1,583 | ) | ||||||||
| Interest expense, net | 15,515 | 19,376 | 38,063 | 39,248 | ||||||||||||
| Operating earnings | 99,183 | 114,748 | 130,787 | 158,075 | ||||||||||||
| Depreciation and amortization | 61,686 | 49,845 | 125,088 | 100,353 | ||||||||||||
| Gains attributable to MSRs | (10,455 | ) | (3,712 | ) | (14,494 | ) | (5,027 | ) | ||||||||
| Equity earnings from non-consolidated investments | 3,318 | 796 | 7,052 | 1,232 | ||||||||||||
| Acquisition-related items | 16,059 | (15,221 | ) | 25,440 | (13,281 | ) | ||||||||||
| Restructuring costs | 1,265 | 1,722 | 6,575 | 8,833 | ||||||||||||
| Stock-based compensation expense | 9,153 | 7,446 | 15,805 | 14,134 | ||||||||||||
| Adjusted EBITDA | $ | 180,209 | $ | 155,624 | $ | 296,253 | $ | 264,319 | ||||||||
Adjusted EPS is defined as diluted net earnings per share adjusted for the effect, after income tax, of: (i) the non-controlling interest redemption increment; (ii) amortization expense related to intangible assets recognized in connection with acquisitions and MSRs; (iii) gains attributable to MSRs; (iv) acquisition-related items; (v) restructuring costs and (vi) stock-based compensation expense, including related to the CEO’s LTIP. 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.
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| Three months ended | Six months ended | |||||||||||||||
| June 30 | June 30 | |||||||||||||||
| (in thousands of US$) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Net earnings | $ | 63,971 | $ | 71,927 | $ | 72,889 | $ | 86,063 | ||||||||
| Non-controlling interest share of earnings | (16,238 | ) | (11,224 | ) | (21,967 | ) | (20,145 | ) | ||||||||
| Amortization of intangible assets | 42,983 | 34,385 | 87,738 | 69,471 | ||||||||||||
| Gains attributable to MSRs | (10,455 | ) | (3,712 | ) | (14,494 | ) | (5,027 | ) | ||||||||
| Acquisition-related items | 16,059 | (15,221 | ) | 25,440 | (13,281 | ) | ||||||||||
| Restructuring costs | 1,265 | 1,722 | 6,575 | 8,833 | ||||||||||||
| Stock-based compensation expense | 9,153 | 7,446 | 15,805 | 14,134 | ||||||||||||
| Income tax on adjustments | (12,210 | ) | (9,606 | ) | (25,692 | ) | (20,733 | ) | ||||||||
| Non-controlling interest on adjustments | (7,008 | ) | (7,141 | ) | (14,634 | ) | (13,271 | ) | ||||||||
| Adjusted net earnings | $ | 87,520 | $ | 68,576 | $ | 131,660 | $ | 106,044 | ||||||||
| Three months ended | Six months ended | |||||||||||||||
| June 30 | June 30 | |||||||||||||||
| (in US$) | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Diluted net earnings (loss) per common share | $ | 0.08 | $ | 0.73 | $ | 0.00 | $ | 0.99 | ||||||||
| Non-controlling interest redemption increment | 0.86 | 0.48 | 1.01 | 0.33 | ||||||||||||
| Amortization expense, net of tax | 0.53 | 0.41 | 1.09 | 0.88 | ||||||||||||
| Gains attributable to MSRs, net of tax | (0.12 | ) | (0.04 | ) | (0.16 | ) | (0.06 | ) | ||||||||
| Acquisition-related items | 0.21 | (0.36 | ) | 0.32 | (0.37 | ) | ||||||||||
| Restructuring costs, net of tax | 0.02 | 0.02 | 0.09 | 0.14 | ||||||||||||
| Stock-based compensation expense, net of tax | 0.14 | 0.12 | 0.24 | 0.22 | ||||||||||||
| Adjusted EPS | $ | 1.72 | $ | 1.36 | $ | 2.59 | $ | 2.13 | ||||||||
| Diluted weighted average shares for Adjusted EPS (thousands) | 50,891 | 50,479 | 50,900 | 49,671 | ||||||||||||
We believe that the presentation of Adjusted EBITDA and adjusted earnings per share, which are non-GAAP financial measures, provides important supplemental information to management and investors regarding financial and business trends relating to the Company’s financial condition and results of operations. We use these non-GAAP financial measures when evaluating operating performance because we believe that the inclusion or exclusion of the items described above, for which the amounts are non-cash or non-recurring in nature, provides a supplemental measure of our operating results that facilitates comparability of our operating performance from period to period, against our business model objectives, and against other companies in our industry. We have chosen to provide this information to investors so they can analyze our operating results in the same way that management does and use this information in their assessment of our core business and the valuation of the Company. Adjusted EBITDA and adjusted earnings per share are not calculated in accordance with GAAP, and should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the costs or benefits associated with the operations of our business as determined in accordance with GAAP. As a result, investors should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP.
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.
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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.
We use the term fee paying assets under management (“FPAUM”) to represent only the AUM on which the Company is entitled to receive management fees. We believe this measure is useful in providing additional insight into the capital base upon which the Company earns management fees. Our definition of FPAUM may differ from those used by other issuers and as such may not be directly comparable to similar measures used by other issuers.
Recently issued accounting guidance, not yet adopted
Improvements to Income Tax Disclosures
In December 2023, FASB issued ASU No. 2023-09 Improvements to Income Tax Disclosures. The amendments in this update encourage transparency in income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. The amendments are effective for annual periods beginning after December 15, 2024 with early adoption permitted. The Company is currently assessing the impacts of this ASU on its annual tax disclosures.
Reporting Comprehensive Income – Expense Disaggregation Disclosures
In November 2024, FASB issued ASU No. 2024-03 Expense Disaggregation Disclosures which requires disaggregated disclosure of income statement expenses. The ASU does not require changes to the expense captions an entity presents on the face of the income statement, rather, it requires disaggregation of certain expense captions within the footnotes to the financial statements. This ASU is effective for annual periods beginning after December 15, 2026 with early adoption permitted. The Company is currently assessing the impacts of this ASU on its disclosures.
Financial instruments
We use financial instruments as part of our strategy to manage the risk associated with interest rates and currency exchange rates. We do not use financial instruments for trading or speculative purposes.
In July and December 2022, the Company entered into interest rate swap agreements (the “2022 IRS”) to convert SOFR floating interest rates to fixed rates to hedge $150.0 million and $250.0 million of US dollar borrowings under the Revolving Credit Facility at fixed interest rates of 2.8020% and 3.5920%, respectively. In April 2023 and December 2023, the Company entered into a similar swap agreement (the “2023 IRS”) to hedge an additional $100.0 million and $100.0 million of US dollar borrowings under the Revolving Credit Facility at a fixed interest rate of 3.7250% and 4.000%, respectively. The 2022 IRS and 2023 IRS have a maturity of May 27, 2027. The swaps are measured at fair value on the consolidated balance sheet. Gains or losses on the 2022 IRS and 2023 IRS, which are determined to be effective as hedges, are reported in other comprehensive income.
Financial instruments involve risks, such as the risk that counterparties may fail to honor their obligations under these arrangements. If we have financial instruments outstanding and such events occur, our results of operations and financial position may be adversely affected.
Transactions with related parties
As at June 30, 2025, the Company had $3.2 million of loans receivable from shareholders of subsidiaries (December 31, 2024 - $2.1 million). The majority of the loans receivable represent amounts to finance the sale of non-controlling interests in subsidiaries to senior managers. The loans are of varying principal amounts and interest rates which range from nil to 6.0%. These loans are due on demand or mature on various dates up to 2030 but are open for repayment without penalty at any time.
Outstanding share data
The authorized capital of the Company consists of an unlimited number of preference shares, issuable in series, an unlimited number of Subordinate Voting Shares and an unlimited number of Multiple Voting Shares. The holders of Subordinate Voting Shares are entitled to one vote in respect of each Subordinate Voting Share held at all meetings of the shareholders of the Company. The holders of Multiple Voting Shares are entitled to twenty votes in respect of each Multiple Voting Share held at all meetings of the shareholders of the Company. Each Multiple Voting Share is convertible into one Subordinate Voting Share at any time at the election of the holders thereof.
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As of the date hereof, the Company has outstanding 49,503,119 Subordinate Voting Shares and 1,325,694 Multiple Voting Shares. In addition, as at the date hereof 3,082,038 Subordinate Voting Shares are issuable upon exercise of options granted under the Company’s stock option plan. On May 7, 2025, the Company announced a normal course issuer bid (“NCIB”) effective from May 9, 2025 to May 8, 2026. The Company is entitled to repurchase up to 4,300,000 Subordinate Voting Shares on the open market pursuant to the NCIB.
Canadian tax treatment of common share dividends
For the purposes of the enhanced dividend tax credit rules contained in the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation, all dividends (and deemed dividends) paid by us to Canadian residents on our Subordinate Voting Shares and Multiple Voting Shares are designated as “eligible dividends”. Unless stated otherwise, all dividends (and deemed dividends) paid by us hereafter are designated as “eligible dividends” for the purposes of such rules.
Disclosure controls and procedures
Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted by us under U.S. and Canadian securities legislation is recorded, processed, summarized and reported within the time periods specified in those rules, and include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted by us under U.S. and Canadian securities legislation is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to permit timely decisions regarding required disclosure. The Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in the rules of the U.S. Securities and Exchange Commission and the Canadian Securities Administrators, as at June 30, 2025. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as at June 30, 2025.
Changes in internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well-designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013 framework to evaluate the effectiveness of our internal control over financial reporting. Based on this assessment, management has concluded that as at June 30, 2025, our internal control over financial reporting was effective.
During the three months ended June 30, 2025, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
Legal proceedings
There are no legal proceedings to which Colliers is a party to, or in respect of which, any of the property of Colliers is the subject of, which is or was material to Colliers during 2025, and Colliers is not aware of any such legal proceedings that are contemplated. In the normal course of operations, Colliers is subject to routine immaterial claims and litigation incidental to its business. Litigation currently pending or threatened against Colliers includes disputes with former employees and commercial liability claims related to services provided by Colliers. Colliers believes resolution of such proceedings, combined with amounts set aside, will not have a material impact on the Company’s financial condition or the results of operations.
Forward-looking statements and risks
This MD&A contains forward-looking statements with respect to expected financial performance, strategy and business conditions. The words “believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,” “may,” “project,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements reflect management's current beliefs with respect to future events and are based on information currently available to management. Forward-looking statements involve significant known and unknown risk and uncertainties. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Factors which may cause such differences include, but are not limited to those set out below and those set out in detail in the “Risk Factors” section of the Company’s Annual Information Form:
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| · | Economic conditions, especially as they relate to rising interest rates, commercial and consumer credit conditions and business spending, particularly in regions where our operations may be concentrated. |
| · | Rising inflation and its impact on compensation costs, hiring and retention of talent, and the Company’s ability to recover costs from our clients. |
| · | Political conditions, including political instability, any outbreak or escalation of hostilities, elections, referenda, trade policy changes, immigration policy changes and terrorism and the impact thereof on our business. |
| · | Commercial real estate and real asset values, vacancy rates and general conditions of financial liquidity for transactions. |
| · | The effect of significant movements in average capitalization rates across different property types. |
| · | A change in or loss of our relationship with US government agencies. |
| · | Defaults by borrowers on loans originated under the Fannie Mae DUS Program. |
| · | A reduction by clients in their reliance on outsourcing for their commercial real estate needs. |
| · | Competition in the markets served by the Company. |
| · | The impact of changes in the market value of assets under management on the performance of our Investment Management business. |
| · | A decline in our ability to fundraise in our Investment Management operations, or an increase in redemptions from our perpetual funds and separately managed accounts. |
| · | A decline in our ability to attract, recruit and retain talent. |
| · | A decline in our performance impacting our continued compliance with the financial covenants under our debt agreements, or our ability to negotiate a waiver of certain covenants with our lenders. |
| · | The effect of increases in interest rates on our 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 our 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. |
| · | A decline in our ability to identify and make acquisitions at reasonable prices and successfully integrate acquired operations. |
| · | Disruptions, cyber attacks or security failures in our information technology systems, and our ability to recover from such incidents. |
| · | The ability to comply with laws and regulations related to our global operations, including real estate and mortgage banking licensure, labour and employment laws and regulations, as well as the anti-corruption laws and trade sanctions. |
| · | Changes in climate and environment-related policies that directly impact our businesses. |
| · | Changes in government laws and policies at the federal, state/provincial or local level that directly impact our businesses. |
We caution that the foregoing list is not exhaustive of all possible factors, as other factors could adversely affect our results, performance or achievements. The reader is cautioned against undue reliance on these forward-looking statements. Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in such forward-looking statements will be realized. The inclusion of such forward-looking statements should not be regarded as a representation by the Company or any other person that the future events, plans or expectations contemplated by the Company will be achieved. We note that past performance in operations and share price are not necessarily predictive of future performance. We disclaim any intention and assume no obligation to update or revise any forward-looking statement even if new information becomes available, as a result of future events or for any other reason.
Additional information
Additional information about Colliers, including our Annual Information Form for the year ended December 31, 2024, is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Further information about us can also be obtained at www.colliers.com.