6-K
Colliers International Group Inc. (CIGI)
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: February 2023 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 ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes [ ] No [X]
If “Yes” is marked, indicate the file number assigned to the Registrant in connection with Rule 12g3-2(b): N/A
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, thereunto duly authorized.
| COLLIERS INTERNATIONAL GROUP INC. | |
|---|---|
| Date: February 9, 2023 | /s/ Christian Mayer |
| Name: Christian Mayer | |
| Title: Chief Financial Officer |
EXHIBIT INDEX
EdgarFiling EXHIBIT 99.1
Colliers Reports Fourth Quarter Results
Strong full year performance driven by high value recurring revenues
Fourth quarter and full year operating highlights:
| Twelve months ended | |||||||
|---|---|---|---|---|---|---|---|
| December 31 | |||||||
| (in millions of US, except EPS) | 2022 | 2021 | 2022 | 2021 | |||
| Revenues | 1,222.4 | $ | 1,345.5 | $ | 4,459.5 | $ | 4,089.1 |
| Adjusted EBITDA (note 1) | 202.7 | 192.0 | 630.5 | 544.3 | |||
| Adjusted EPS (note 2) | 2.31 | 2.25 | 6.99 | 6.18 | |||
| GAAP operating earnings (loss) | 103.8 | 138.4 | 332.5 | (131.5)* | |||
| GAAP diluted EPS | 0.51 | 0.92 | 1.05 | (9.09)* | |||
| * Includes 471.9 million settlement of Long-Term Incentive Arrangement with the Company's Chairman & CEO. |
All values are in US Dollars.
TORONTO, Feb. 09, 2023 (GLOBE NEWSWIRE) -- Colliers International Group Inc. (NASDAQ and TSX: CIGI) (“Colliers” or the “Company”) today announced operating and financial results for the fourth quarter and year ended December 31, 2022. All amounts are in US dollars.
For the quarter ended December 31, 2022, revenues were $1.22 billion, down 9% (5% in local currency), adjusted EBITDA (note 1) was $202.7 million, up 6% (9% in local currency) and adjusted EPS (note 2) was $2.31, up 3% versus the prior year period. Fourth quarter adjusted EPS would have been approximately $0.10 higher excluding foreign exchange impacts. GAAP operating earnings were $103.8 million as compared to $138.4 million. GAAP diluted net earnings per share were $0.51 versus $0.92 in the prior year quarter. Fourth quarter GAAP diluted EPS would have been approximately $0.10 higher excluding changes in foreign exchange rates.
For the full year ended December 31, 2022, revenues were $4.46 billion, up 9% (13% in local currency), adjusted EBITDA (note 1) was $630.5 million, up 16% (19% in local currency) and adjusted EPS (note 2) was $6.99, up 13% versus prior year. Full year ended December 31, 2022 adjusted EPS would have been approximately $0.22 higher excluding foreign exchange impacts. The GAAP operating earnings were $332.5 million and included a $26.8 million loss on disposal of operations in Russia. The prior year GAAP operating loss of $131.5 million included the $471.9 million settlement of the Long-Term Incentive Arrangement (“LTIA”) with the Company's Chairman & CEO in April 2021. The GAAP diluted earnings per share were $1.05 as compared to a diluted loss per share of $9.09. Full year ended December 31, 2022 GAAP diluted EPS would have been approximately $0.24 higher excluding changes in foreign exchange rates.
“During the fourth quarter, Investment Management and Outsourcing & Advisory delivered strong revenue growth while Leasing matched the record results from the prior year period. As expected, interest rate volatility, challenging debt availability and geopolitical issues impacted our Capital Markets results in our seasonally strongest quarter and we expect this to continue through the first half of 2023. However, transactions are still being completed and pent-up demand should translate into additional volumes in future quarters as conditions stabilize,” said Jay S. Hennick, Global Chairman & CEO of Colliers.
“Strong full year performance driven by high value recurring revenue streams continues to transform Colliers into a different kind of diversified services company. With our globally balanced and highly diversified business model, significant recurring revenue, and proven record of capitalizing on opportunities, Colliers is stronger and more resilient than ever. Earnings from recurring revenues now represent 58% of our proforma EBITDA, well on the way to our goal of 65% by the end of 2025.”
“Throughout 2022, we completed a record $1.0 billion in acquisitions across our global enterprise. These acquisitions not only strengthen our core, but they also create additional opportunities to drive share value. In Investment Management, we finished the year with total assets under management of $98 billion, placing Colliers among the top global players in the alternative private capital industry in just six years.”
“Colliers has a highly respected global brand and growth platform, well-balanced and highly diversified business model and an enterprising culture with significant inside ownership. Most importantly, we have a proven track record of delivering about 20% annual growth in share value to shareholders over the past 28 years setting us apart from most other growth companies,” he concluded.
About Colliers Colliers (NASDAQ, TSX: CIGI) is a leading diversified professional services and investment management company. With operations in 65 countries, our 18,000 enterprising professionals work collaboratively to provide expert real estate and investment advice to clients. For more than 28 years, our experienced leadership with significant inside ownership has delivered compound annual investment returns of approximately 20% for shareholders. With annual revenues of $4.5 billion and $98 billion of assets under management, Colliers maximizes the potential of property and real assets to accelerate the success of our clients, our investors and our people. Learn more at corporate.colliers.com, Twitter @Colliers or LinkedIn.
Consolidated Revenues by Line of Service
| Three months ended | Twelve months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands of US$) | December 31 | Change | Change | December 31 | Change | Change | ||||||
| (LC = local currency) | 2022 | 2021 | in US$ % | in LC% | 2022 | 2021 | in US$ % | in LC% | ||||
| Outsourcing & Advisory | $ | 519,084 | $ | 479,593 | 8% | 14% | $ | 1,872,328 | $ | 1,599,313 | 17% | 22% |
| Investment Management^(1)^ | **** | 121,307 | 79,511 | 53% | 53% | **** | 378,881 | 252,890 | 50% | 50% | ||
| Leasing | **** | 335,724 | 336,876 | 0% | 3% | **** | 1,124,106 | 1,000,683 | 12% | 16% | ||
| Capital Markets | **** | 246,290 | 449,485 | -45% | -43% | **** | 1,084,172 | 1,236,243 | -12% | -9% | ||
| Total revenues | $ | 1,222,405 | $ | 1,345,465 | -9% | -5% | $ | 4,459,487 | $ | 4,089,129 | 9% | 13% |
| ^(1) Investment Management local currency revenues, excluding pass-through carried interest, were up 87% and 61% for the three months and year ended December 31, 2022, respectively.^ |
Consolidated revenues for the fourth quarter decreased 5% on a local currency basis with Capital Markets declining in its seasonally strongest quarter due to global interest rate volatility and challenging debt capital market conditions. Investment Management and Outsourcing & Advisory generated robust growth, while Leasing matched the record results of the prior year period. Consolidated internal revenues measured in local currencies declined 11% (note 3) versus the prior year quarter entirely on lower Capital Markets activity.
For the year ended December 31, 2022, consolidated revenues increased 13% on a local currency basis driven by strong growth in Investment Management, Outsourcing & Advisory and Leasing. Consolidated internal revenues measured in local currencies were up 6% (note 3).
Segmented Fourth Quarter Results Revenues in the Americas region totalled $678.9 million for the fourth quarter, down 17% (16% in local currency) versus $813.6 million in the prior year quarter. The decline was related to the interest rate driven slowdown in Capital Markets relative to record volumes generated in the prior year’s seasonally strongest quarter. Outsourcing & Advisory revenues were up solidly, particularly Engineering & Design (including recent acquisitions) and Property Management while Leasing revenues matched record levels generated in the prior year period. Adjusted EBITDA was $82.9 million, down 12% (11% in local currency) with Adjusted EBITDA margins improving by 60 basis points on lower average commission levels, lower incentive compensation and a reduction in discretionary costs. GAAP operating earnings were $52.0 million, relative to $78.8 million in the prior year quarter.
Revenues in the EMEA region totalled $228.3 million, down 2% (up 8% in local currency) compared to $233.1 million in the prior year quarter. Revenue growth, in local currency, was driven by robust activity in Outsourcing & Advisory (including recent acquisitions), offset by a decline in Capital Markets activity due to interest rate volatility and geopolitical uncertainty, Adjusted EBITDA was $35.9 million, down 15% (9% in local currency) relative to the prior year quarter primarily due to changes in service mix. GAAP operating earnings were $30.4 million, versus operating earnings of $34.9 million in the prior year quarter.
Revenues in the Asia Pacific region totalled $193.6 million compared to $219.1 million in the prior year quarter, down 12% (3% in local currency). Revenues were impacted by interest rate volatility and ongoing COVID-19 restrictions in several Asian markets, especially China. Adjusted EBITDA was $34.3 million, down 11% (2% in local currency) relative to the prior year quarter. GAAP operating earnings were $29.0 million, versus $35.3 million in the prior year quarter.
Investment Management revenues for the fourth quarter were $121.3 million compared to $79.5 million in the prior year quarter, up 53% (53% in local currency). Passthrough revenue from historical carried interest was $3.6 million in the quarter versus $16.4 million in the prior year quarter. Excluding the impact of carried interest, revenue was up 86% (87% in local currency) driven by (i) acquisitions and (ii) management fee growth from increased assets under management. Adjusted EBITDA was $53.1 million, up 88% (88% in local currency) over the prior year quarter. GAAP operating loss was $18.8 million in the quarter, versus earnings of $19.8 million in the prior year quarter with the reduction attributable to contingent acquisition consideration related to recent acquisitions. Assets under management were $97.7 billion as of December 31, 2022, up 92% from $51.0 billion as of December 31, 2021.
Unallocated global corporate costs as reported in Adjusted EBITDA were $3.5 million in the fourth quarter, relative to $11.5 million in the prior year with the decrease attributable to a reduction in performance-based compensation expense in the current period. The corporate GAAP operating earnings for the quarter were $11.2 million relative to a loss of $30.4 million in the fourth quarter of 2021, with the current period benefitting from lower performance-based compensation and the prior year period impacted by contingent acquisition consideration expense.
Segmented Full Year Results Revenues in the Americas region totalled $2.76 billion for the full year compared to $2.49 billion in the prior year, up 11% (11% in local currency). Revenue growth was led by Outsourcing & Advisory, including Engineering & Design (including recent acquisitions) and Leasing, which benefitted from increased activity in office and industrial asset classes. Capital Markets revenues were impacted by interest rate volatility and market uncertainty which reduced sales brokerage and debt origination activity in the second half of the year. Adjusted EBITDA was $332.3 million, up 12% (13% in local currency) from $296.1 million in the prior year, driven by (i) higher revenues; (ii) the positive impact of recent acquisitions and (iii) an $11.4 million gain on the termination of a lease. GAAP operating earnings were $254.4 million, versus $233.8 million in 2021.
EMEA region revenues were $715.1 million for the full year compared to $672.7 million in the prior year, up 6% (18% in local currency). Revenue growth was led by robust Outsourcing & Advisory and Leasing activity while Capital Markets revenues were impacted by interest rate volatility and geopolitical uncertainty in the region during the year. Adjusted EBITDA was $68.5 million, down 17% (9% in local currency) versus $82.5 million in the prior year on changes in service mix. GAAP operating earnings were $9.9 million as compared to $59.6 million in 2021.
The Asia Pacific region generated revenues of $608.5 million for the full year compared to $673.7 million in the prior year, down 10% (3% in local currency). Revenues were primarily impacted by COVID-19 restrictions in several Asian markets, particularly China, which extended through most of the year. Adjusted EBITDA was $85.1 million, down 11% (3% in local currency) versus $95.2 million in the prior year. GAAP operating earnings were $72.3 million, versus $82.0 million in the prior year.
Investment Management revenues were $378.9 million compared to $252.9 million in the prior year, up 50% (50% in local currency). Pass-through revenue from historical carried interest represented $30.3 million in the current year, versus $35.0 million in the prior year. Excluding the impact of pass-through revenue, revenues were up 60% (61% in local currency) and were positively impacted by (i) acquisitions and (ii) fundraising across all investment strategies which led to increased management fees. Adjusted EBITDA was $146.0 million, up 53% (54% in local currency), relative to $95.1 million in the prior year. GAAP operating earnings were $37.1 million, versus $63.7 million in 2021, with the reduction attributable to contingent acquisition consideration expense related to recent acquisitions.
Unallocated global corporate costs as reported in Adjusted EBITDA were $1.4 million in 2022, relative to $24.7 million in the prior year primarily driven by a reduction in performance-based compensation expense. The corporate GAAP operating loss was $41.1 million, relative to $570.6 million in 2021, with the prior year impacted by the settlement of the LTIA.
Outlook for 2023 For 2023, the Company expects robust growth (including the impact of recent acquisitions) in its high value recurring service lines, Investment Management and Outsourcing & Advisory. Leasing revenues are expected to remain steady. Interest rate driven volatility and ongoing geopolitical tensions are expected to continue to impact Capital Markets activity, particularly during the first half of 2023 and moderate through the second half. The Company expects higher Adjusted EBITDA margins in 2023, primarily due to the change in business mix (greater proportion of Adjusted EBITDA coming from high-margin Investment Management) as well as cost control measures applied across the Company. Adjusted EPS growth is expected to be impacted by increased interest costs as well as a larger proportion of earnings growth generated from non-wholly owned operations.
The outlook for 2023, including the full year impact of acquisitions completed during 2022, is as follows:
| Measure | 2022 | 2023 Outlook |
|---|---|---|
| Revenue | $4.5 billion | $4.6 billion - $4.8 billion |
| AEBITDA | $630.5 million | $710 million - $750 million |
| AEPS | $6.99 | $7.50 - $8.00 |
The financial outlook is based on the Company’s best available information as of the date of this press release, and remains subject to change based on, but not limited to, numerous macroeconomic, health, social, geopolitical and related factors.
Conference Call Colliers will be holding a conference call on Thursday, February 9, 2023 at 11:00 a.m. Eastern Time to discuss the quarter’s results. The call, as well as a supplemental slide presentation, will be simultaneously web cast and can be accessed live or after the call at corporate.colliers.com in the Events section.
Forward-looking Statements This press release includes or may include forward-looking statements. Forward-looking statements include the Company’s financial performance outlook and statements regarding goals, beliefs, strategies, objectives, plans or current expectations. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results, performance or achievements contemplated in the forward-looking statements. Such factors include: economic conditions, especially as they relate to commercial and consumer credit conditions and consumer spending, particularly in regions where our business may be concentrated; commercial real estate and real asset values, vacancy rates and general conditions of financial liquidity for real estate transactions; trends in pricing and risk assumption for commercial real estate services; the effect of significant movements in average capitalization rates across different asset types; a reduction by companies in their reliance on outsourcing for their commercial real estate needs, which would affect revenues and operating performance; competition in the markets served by the Company; the ability to attract new clients and to retain major clients and renew related contracts; the ability to retain and incentivize employees; increases in wage and benefit costs; the effects of changes in interest rates on the cost of borrowing; unexpected increases in operating costs, such as insurance, workers’ compensation and health care; changes in the frequency or severity of insurance incidents relative to historical experience; the effects of changes in foreign exchange rates in relation to the US dollar on the Company’s Canadian dollar, Euro, Australian dollar and UK pound sterling denominated revenues and expenses; the impact of pandemics on client demand for the Company’s services, the ability of the Company to deliver its services and the health and productivity of its employees; the impact of global climate change; the impact of political events including elections, referenda, trade policy changes, immigration policy changes, hostilities, war and terrorism on the Company’s operations; the ability to identify and make acquisitions at reasonable prices and successfully integrate acquired operations; the ability to execute on, and adapt to, information technology strategies and trends; the ability to comply with laws and regulations related to our global operations, including real estate investment management and mortgage banking licensure, labour and employment laws and regulations, as well as the anti-corruption laws and trade sanctions; and changes in government laws and policies at the federal, state/provincial or local level that may adversely impact the business.
Additional information and risk factors are identified in the Company’s other periodic filings with Canadian and US securities regulators (which factors are adopted herein and a copy of which can be obtained at www.sedar.com). Forward looking statements contained in this press release are made as of the date hereof and are subject to change. All forward-looking statements in this press release are qualified by these cautionary statements. Except as required by applicable law, Colliers undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.
Summary financial information is provided in this press release. This press release should be read in conjunction with the Company's consolidated financial statements and MD&A to be made available on SEDAR at www.sedar.com.
This press release does not constitute an offer to sell or a solicitation of an offer to purchase an interest in any fund.
Notes Non-GAAP Measures 1. Reconciliation of net earnings to adjusted EBITDA
Adjusted EBITDA is defined as net earnings, adjusted to exclude: (i) income tax; (ii) other expense (income); (iii) interest expense; (iv) settlement of LTIA; (v) loss on disposal of operations; (vi) depreciation and amortization, including amortization of mortgage servicing rights (“MSRs”); (vii) gains attributable to MSRs; (viii) acquisition-related items (including contingent acquisition consideration fair value adjustments, contingent acquisition consideration-related compensation expense and transaction costs); (ix) restructuring costs and (x) stock-based compensation expense. We use Adjusted EBITDA to evaluate our own operating performance and our ability to service debt, as well as an integral part of our planning and reporting systems. Additionally, we use this measure in conjunction with discounted cash flow models to determine the Company’s overall enterprise valuation and to evaluate acquisition targets. We present Adjusted EBITDA as a supplemental measure because we believe such measure is useful to investors as a reasonable indicator of operating performance because of the low capital intensity of the Company’s service operations. We believe this measure is a financial metric used by many investors to compare companies, especially in the services industry. This measure is not a recognized measure of financial performance under GAAP in the United States, and should not be considered as a substitute for operating earnings, net earnings or cash flow from operating activities, as determined in accordance with GAAP. Our method of calculating adjusted EBITDA may differ from other issuers and accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings to adjusted EBITDA appears below.
| Three months ended | Twelve months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31 | December 31 | |||||||||||
| (in thousands of US$) | 2022 | 2021 | 2022 | 2021 | ||||||||
| Net earnings (loss) | $ | 61,972 | $ | 99,741 | $ | 194,544 | $ | (237,557 | ) | |||
| Income tax | 24,976 | 37,020 | 95,010 | 85,510 | ||||||||
| Other income, including equity earnings from non-consolidated investments | (2,329 | ) | (5,726 | ) | (5,645 | ) | (11,273 | ) | ||||
| Interest expense, net | 19,163 | 7,319 | 48,587 | 31,819 | ||||||||
| Operating earnings (loss) | 103,782 | 138,354 | 332,496 | (131,501 | ) | |||||||
| Settlement of LTIA | - | - | - | 471,928 | ||||||||
| Loss on disposal of operations | (524 | ) | - | 26,834 | - | |||||||
| Depreciation and amortization | 51,542 | 38,155 | 177,421 | 145,094 | ||||||||
| (Gains) losses attributable to MSRs | 6,829 | (8,486 | ) | (17,385 | ) | (29,214 | ) | |||||
| Equity earnings from non-consolidated investments | 1,856 | 1,565 | 6,677 | 6,190 | ||||||||
| Acquisition-related items | 26,406 | 11,235 | 77,144 | 61,008 | ||||||||
| Restructuring costs | 5,023 | 5,018 | 5,485 | 6,484 | ||||||||
| Stock-based compensation expense | 7,772 | 6,169 | 21,853 | 14,349 | ||||||||
| Adjusted EBITDA | $ | 202,686 | $ | 192,010 | $ | 630,525 | $ | 544,338 |
2. Reconciliation of net earnings and diluted net earnings per common share to adjusted net earnings and adjusted EPS
Adjusted EPS is defined as diluted net earnings per share as calculated under the “if-converted” method, adjusted for the effect, after income tax, of: (i) the non-controlling interest redemption increment; (ii) settlement of LTIA; (iii) loss on disposal of operations; (iv) amortization expense related to intangible assets recognized in connection with acquisitions and MSRs; (v) gains attributable to MSRs; (vi) acquisition-related items; (vii) restructuring costs and (viii) stock-based compensation expense. We believe this measure is useful to investors because it provides a supplemental way to understand the underlying operating performance of the Company and enhances the comparability of operating results from period to period. Adjusted EPS is not a recognized measure of financial performance under GAAP, and should not be considered as a substitute for diluted net earnings per share from continuing operations, as determined in accordance with GAAP. Our method of calculating this non-GAAP measure may differ from other issuers and, accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings to adjusted net earnings and of diluted net earnings per share to adjusted EPS appears below.
Adjusted EPS is calculated using the “if-converted” method of calculating earnings per share in relation to the Convertible Notes, which were issued on May 19, 2020. As such, the interest (net of tax) on the Convertible Notes is added to the numerator and the additional shares issuable on conversion of the Convertible Notes are added to the denominator of the earnings per share calculation to determine if an assumed conversion is more dilutive than no assumption of conversion. The “if-converted” method is used if the impact of the assumed conversion is dilutive. The “if-converted” method is dilutive for the adjusted EPS calculation for all periods presented.
| Three months ended | Twelve months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31 | December 31 | |||||||||||
| (in thousands of US$) | 2022 | 2021 | 2022 | 2021 | ||||||||
| Net earnings (loss) | $ | 61,972 | $ | 99,741 | $ | 194,544 | $ | (237,557 | ) | |||
| Non-controlling interest share of earnings | (16,222 | ) | (20,317 | ) | (53,919 | ) | (53,465 | ) | ||||
| Interest on Convertible Notes | 2,300 | 2,300 | 9,200 | 9,200 | ||||||||
| Settlement of LTIA | - | - | - | 471,928 | ||||||||
| Loss on disposal of operations | (524 | ) | - | 26,834 | - | |||||||
| Amortization of intangible assets | 39,111 | 25,202 | 128,741 | 99,221 | ||||||||
| Gains attributable to MSRs | 6,829 | (8,486 | ) | (17,385 | ) | (29,214 | ) | |||||
| Acquisition-related items | 26,406 | 11,235 | 77,144 | 61,008 | ||||||||
| Restructuring costs | 5,023 | 5,018 | 5,485 | 6,484 | ||||||||
| Stock-based compensation expense | 7,772 | 6,169 | 21,853 | 14,349 | ||||||||
| Income tax on adjustments | (19,835 | ) | (8,099 | ) | (42,486 | ) | (35,216 | ) | ||||
| Non-controlling interest on adjustments | (3,804 | ) | (2,871 | ) | (15,262 | ) | (12,791 | ) | ||||
| Adjusted net earnings | $ | 109,028 | $ | 109,892 | $ | 334,749 | $ | 293,947 | ||||
| Three months ended | Twelve months ended | |||||||||||
| December 31 | December 31 | |||||||||||
| (in US$) | 2022 | 2021 | 2022 | 2021 | ||||||||
| Diluted net earnings (loss) per common share^(1)^ | $ | 0.48 | $ | 0.89 | $ | 0.97 | $ | (8.21 | ) | |||
| Interest on Convertible Notes, net of tax | 0.04 | 0.03 | 0.14 | 0.14 | ||||||||
| Non-controlling interest redemption increment | 0.49 | 0.74 | 1.97 | 2.09 | ||||||||
| Settlement of LTIA | - | - | - | 9.92 | ||||||||
| Loss on disposal of operations | - | - | 0.56 | - | ||||||||
| Amortization expense, net of tax | 0.50 | 0.31 | 1.63 | 1.25 | ||||||||
| Gains attributable to MSRs, net of tax | 0.08 | (0.10 | ) | (0.20 | ) | (0.34 | ) | |||||
| Acquisition-related items | 0.51 | 0.18 | 1.45 | 0.93 | ||||||||
| Restructuring costs, net of tax | 0.08 | 0.07 | 0.08 | 0.10 | ||||||||
| Stock-based compensation expense, net of tax | 0.13 | 0.13 | 0.39 | 0.30 | ||||||||
| Adjusted EPS | $ | 2.31 | $ | 2.25 | $ | 6.99 | $ | 6.18 | ||||
| Diluted weighted average shares for Adjusted EPS (thousands) | 47,215 | 48,867 | 47,897 | 47,559 | ||||||||
| ^(1)^ Amounts shown reflect the "if-converted" method's dilutive impact on the adjusted EPS calculation for the three months and year ended December 31, 2022 and 2021. |
3. Reconciliation of net cash flow from operations to free cash flow
Free cash flow is defined as net cash flow from operating activities plus contingent acquisition consideration paid, plus the cash portion of the LTIA settlement, less purchases of fixed assets, plus cash collections on AR Facility deferred purchase price. We use free cash flow as a measure to evaluate and monitor operating performance as well as our ability to service debt, fund acquisitions and pay of dividends to shareholders and distributions to non-controlling interests. We present free cash flow as a supplemental measure because we believe this measure is a financial metric used by many investors to compare valuation and liquidity measures across companies, especially in the services industry. This measure is not a recognized measure of financial performance under GAAP in the United States, and should not be considered as a substitute for operating earnings, net earnings or cash flow from operating activities, as determined in accordance with GAAP. Our method of calculating free cash flow may differ from other issuers and accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net cash flow from operating activities to free cash flow appears below.
| Three months ended | Twelve months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| December 31 | December 31 | |||||||||||
| (in thousands of US$) | 2022 | 2021 | 2022 | 2021 | ||||||||
| Net cash provided by operating activities | $ | 238,501 | $ | 77,908 | $ | 67,031 | $ | 288,980 | ||||
| Contingent acquisition consideration paid | 285 | 7,545 | 69,224 | 18,017 | ||||||||
| Settlement of LTIA (cash portion) | - | - | - | 96,186 | ||||||||
| Purchase of fixed assets | (25,874 | ) | (13,501 | ) | (67,681 | ) | (57,951 | ) | ||||
| Cash collections on AR Facility deferred purchase price | (57,052 | ) | 116,907 | 288,004 | 151,202 | |||||||
| Free cash flow | $ | 155,860 | $ | 188,859 | $ | 356,578 | $ | 496,434 |
4. Local currency revenue and AEBITDA growth rate and internal revenue growth rate measures
Percentage revenue and AEBITDA variances presented on a local currency basis are calculated by translating the current period results of our non-US dollar denominated operations to US dollars using the foreign currency exchange rates from the periods against which the current period results are being compared. Percentage revenue variances presented on an internal growth basis are calculated assuming no impact from acquired entities in the current and prior periods. Revenue from acquired entities, including any foreign exchange impacts, are treated as acquisition growth until the respective anniversaries of the acquisitions. We believe that these revenue growth rate methodologies provide a framework for assessing the Company’s performance and operations excluding the effects of foreign currency exchange rate fluctuations and acquisitions. Since these revenue growth rate measures are not calculated under GAAP, they may not be comparable to similar measures used by other issuers.
5. Assets under management
We use the term assets under management (“AUM”) as a measure of the scale of our Investment Management operations. AUM is defined as the gross market value of operating assets and the projected gross cost of development assets of the funds, partnerships and accounts to which we provide management and advisory services, including capital that such funds, partnerships and accounts have the right to call from investors pursuant to capital commitments. Our definition of AUM may differ from those used by other issuers and as such may not be directly comparable to similar measures used by other issuers.
6. Adjusted EBITDA from recurring revenue percentage
Adjusted EBITDA from recurring revenue percentage is computed on a trailing twelve-month basis and represents the proportion of adjusted EBITDA (note 1) that is derived from Outsourcing & Advisory and Investment Management service lines. Both these service lines represent medium to long-term duration revenue streams that are either contractual or repeatable in nature. Adjusted EBITDA for this purpose is calculated in the same manner as for our debt agreement covenant calculation purposes, incorporating the expected full year impact of business acquisitions and dispositions.
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| CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) | |||||||||||||
| (in thousands of US, except per share amounts) | |||||||||||||
| Three months | Twelve months | ||||||||||||
| ended December 31 | ended December 31 | ||||||||||||
| 2022 | 2021 | 2022 | 2021 | ||||||||||
| Revenues | $ | 1,222,405 | $ | 1,345,465 | $ | 4,459,487 | $ | 4,089,129 | |||||
| Cost of revenues | 732,045 | 830,361 | 2,749,485 | 2,519,866 | |||||||||
| Selling, general and administrative expenses | 309,154 | 327,360 | 1,096,107 | 1,022,734 | |||||||||
| Depreciation | 12,431 | 12,953 | 48,680 | 45,873 | |||||||||
| Amortization of intangible assets | 39,111 | 25,202 | 128,741 | 99,221 | |||||||||
| Acquisition-related items (1) | 26,406 | 11,235 | 77,144 | 61,008 | |||||||||
| Loss on disposal of operations | (524 | ) | - | 26,834 | - | ||||||||
| Settlement of long-term incentive arrangement (2) | - | - | - | 471,928 | |||||||||
| Operating earnings (loss) | 103,782 | 138,354 | 332,496 | (131,501 | ) | ||||||||
| Interest expense, net | 19,163 | 7,319 | 48,587 | 31,819 | |||||||||
| Equity earnings from unconsolidated investments | (1,856 | ) | (1,565 | ) | (6,677 | ) | (6,190 | ) | |||||
| Other (income) expense | (473 | ) | (4,161 | ) | 1,032 | (5,083 | ) | ||||||
| Earnings (loss) before income tax | 86,948 | 136,761 | 289,554 | (152,047 | ) | ||||||||
| Income tax | 24,976 | 37,020 | 95,010 | 85,510 | |||||||||
| Net earnings (loss) | 61,972 | 99,741 | 194,544 | (237,557 | ) | ||||||||
| Non-controlling interest share of earnings | 16,222 | 20,317 | 53,919 | 53,465 | |||||||||
| Non-controlling interest redemption increment | 23,246 | 36,136 | 94,372 | 99,316 | |||||||||
| Net earnings (loss) attributable to Company | $ | 22,504 | $ | 43,288 | $ | 46,253 | $ | (390,338 | ) | ||||
| Net earnings (loss) per common share | |||||||||||||
| $ | 0.52 | $ | 0.98 | $ | 1.07 | $ | (9.09 | ) | |||||
| $ | 0.51 | $ | 0.92 | $ | 1.05 | $ | (9.09 | ) | |||||
| Adjusted EPS (4) | $ | 2.31 | $ | 2.25 | $ | 6.99 | $ | 6.18 | |||||
| Weighted average common shares (thousands) | |||||||||||||
| Basic | 42,968 | 44,038 | 43,409 | 42,920 | |||||||||
| Diluted | 47,215 | 48,867 | 43,918 | 42,920 |
All values are in US Dollars.
Notes to Condensed Consolidated Statements of Earnings (1) Acquisition-related items include contingent acquisition consideration fair value adjustments, contingent acquisition consideration-related compensation expense and transaction costs. (2) Settlement of Long-Term Incentive Arrangement with the Company’s Chairman & CEO as approved by 95% of the Company’s disinterested shareholders. The settlement resulted in a cash payment of $96,186 and the issuance of 3,572,858 Subordinate Voting Shares on April 16, 2021. (3) Diluted EPS is calculated using the “if-converted” method of calculating earnings per share in relation to the Convertible Notes, which were issued on May 19, 2020. As such, the interest (net of tax) on the Convertible Notes is added to the numerator and the additional shares issuable on conversion of the Convertible Notes are added to the denominator of the earnings per share calculation to determine if an assumed conversion is more dilutive than no assumption of conversion. The “if-converted” method is used if the impact of the assumed conversion is dilutive. The “if-converted” method is anti-dilutive for the years ended December 31, 2022 and 2021. (4) See definition and reconciliation above.
| COLLIERS INTERNATIONAL GROUP INC. | ||||
|---|---|---|---|---|
| CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
| (in thousands of US) | ||||
| December 31, | December 31, | |||
| 2022 | 2021 | |||
| Assets | ||||
| Cash and cash equivalents | $ | 173,661 | $ | 396,745 |
| Restricted cash (1) | 25,381 | 28,526 | ||
| Accounts receivable and contract assets | 669,803 | 573,710 | ||
| Warehouse receivables (2) | 29,623 | 174,717 | ||
| Prepaids and other assets | 269,605 | 353,220 | ||
| Real estate assets held for sale | 45,353 | 44,089 | ||
| 1,213,426 | 1,571,007 | |||
| Other non-current assets | 166,726 | 120,071 | ||
| Fixed assets | 164,493 | 144,755 | ||
| Operating lease right-of-use assets | 341,623 | 316,517 | ||
| Deferred tax assets, net | 63,460 | 68,502 | ||
| Goodwill and intangible assets | 3,148,449 | 1,652,878 | ||
| $ | 5,098,177 | $ | 3,873,730 | |
| Liabilities and shareholders' equity | ||||
| Accounts payable and accrued liabilities | $ | 1,128,754 | $ | 1,082,774 |
| Other current liabilities | 100,840 | 186,089 | ||
| Long-term debt - current | 1,360 | 1,458 | ||
| Warehouse credit facilities (2) | 24,286 | 162,911 | ||
| Operating lease liabilities - current | 84,989 | 80,928 | ||
| Liabilities related to real estate assets held for sale | 1,353 | 23,095 | ||
| 1,341,582 | 1,537,255 | |||
| Long-term debt - non-current | 1,437,739 | 529,596 | ||
| Operating lease liabilities - non-current | 322,496 | 296,633 | ||
| Other liabilities | 139,392 | 120,489 | ||
| Deferred tax liabilities, net | 57,754 | 42,371 | ||
| Convertible notes | 226,534 | 225,214 | ||
| Redeemable non-controlling interests | 1,079,306 | 536,903 | ||
| Shareholders' equity | 493,374 | 585,269 | ||
| $ | 5,098,177 | $ | 3,873,730 | |
| Supplemental balance sheet information | ||||
| Total debt (3) | $ | 1,439,099 | $ | 531,054 |
| Total debt, net of cash and cash equivalents (3) | 1,265,438 | 134,309 | ||
| Net debt / pro forma adjusted EBITDA ratio (4) | 1.8 | 0.3 |
All values are in US Dollars.
Notes to Condensed Consolidated Balance Sheets
(1) Restricted cash consists primarily of cash amounts set aside to satisfy legal or contractual requirements arising in the normal course of business. (2) Warehouse receivables represent mortgage loans receivable, the majority of which are offset by borrowings under warehouse credit facilities which fund loans that financial institutions have committed to purchase. (3) Excluding warehouse credit facilities and convertible notes. (4) Net debt for financial leverage ratio excludes restricted cash, warehouse credit facilities and convertible notes, in accordance with debt agreements.
| COLLIERS INTERNATIONAL GROUP INC. | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||
| (in thousands of US) | ||||||||||||
| Three months ended | Twelve months ended | |||||||||||
| December 31 | December 31 | |||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||
| Cash provided by (used in) | ||||||||||||
| Operating activities | ||||||||||||
| Net earnings (loss) | $ | 61,972 | $ | 99,741 | $ | 194,544 | $ | (237,557 | ) | |||
| Items not affecting cash: | ||||||||||||
| 51,542 | 38,155 | 177,421 | 145,094 | |||||||||
| - | - | - | 375,742 | |||||||||
| (524 | ) | - | 26,834 | - | ||||||||
| 6,829 | (8,486 | ) | (17,385 | ) | (29,214 | ) | ||||||
| (1,764 | ) | (14,040 | ) | (16,582 | ) | (48,839 | ) | |||||
| (9,799 | ) | (4,081 | ) | (25,997 | ) | (37,538 | ) | |||||
| 32,909 | 18,871 | 115,951 | 105,933 | |||||||||
| 141,165 | 130,160 | 454,786 | 273,621 | |||||||||
| Increase in accounts receivable, prepaid | ||||||||||||
| (52,907 | ) | (182,709 | ) | (469,062 | ) | (322,331 | ) | |||||
| Increase in accounts payable, accrued | ||||||||||||
| 47,655 | 77,561 | 39,166 | 153,119 | |||||||||
| Increase (decrease) in accrued compensation | 78,095 | 172,044 | (85,547 | ) | 246,278 | |||||||
| Contingent acquisition consideration paid | (285 | ) | (7,545 | ) | (69,224 | ) | (18,017 | ) | ||||
| Mortgage origination activities, net | 4,722 | 9,051 | 25,639 | 54,443 | ||||||||
| Sales to AR Facility, net | 20,056 | (120,654 | ) | 171,273 | (98,133 | ) | ||||||
| Net cash provided by operating activities | 238,501 | 77,908 | 67,031 | 288,980 | ||||||||
| Investing activities | ||||||||||||
| Acquisition of businesses, net of cash acquired | (413,208 | ) | (56,035 | ) | (1,007,297 | ) | (60,832 | ) | ||||
| Purchases of fixed assets | (25,874 | ) | (13,501 | ) | (67,681 | ) | (57,951 | ) | ||||
| Purchase of held for sale real estate assets | (44,000 | ) | (20,973 | ) | (161,042 | ) | (31,074 | ) | ||||
| Proceeds from sale of held for sale real estate assets | 89,073 | 10,080 | 137,578 | 10,080 | ||||||||
| Cash collections on AR Facility deferred purchase price | (57,052 | ) | 116,907 | 288,004 | 151,202 | |||||||
| Other investing activities | (18,337 | ) | (25,903 | ) | (62,406 | ) | (60,839 | ) | ||||
| Net cash (used in) provided by investing activities | (469,398 | ) | 10,575 | (872,844 | ) | (49,414 | ) | |||||
| Financing activities | ||||||||||||
| Increase in long-term debt, net | 254,000 | 157,060 | 929,041 | 72,063 | ||||||||
| (Purchases) sales of non-controlling interests, net | (189 | ) | 14,648 | (31,622 | ) | (5,534 | ) | |||||
| Dividends paid to common shareholders | - | - | (13,100 | ) | (4,209 | ) | ||||||
| Distributions paid to non-controlling interests | (8,193 | ) | (8,010 | ) | (62,926 | ) | (51,508 | ) | ||||
| Repurchases of Subordinate Voting Shares | (39,362 | ) | - | (165,728 | ) | - | ||||||
| Other financing activities | 3,617 | (916 | ) | (42,748 | ) | 7,789 | ||||||
| Net cash provided by financing activities | 209,873 | 162,782 | 612,917 | 18,601 | ||||||||
| Effect of exchange rate changes on cash | 4,626 | (5,465 | ) | (33,333 | ) | (10,429 | ) | |||||
| Net change in cash and cash | ||||||||||||
| (16,398 | ) | 245,800 | (226,229 | ) | 247,738 | |||||||
| Cash and cash equivalents and | ||||||||||||
| 215,440 | 179,471 | 425,271 | 177,533 | |||||||||
| Cash and cash equivalents and | ||||||||||||
| $ | 199,042 | $ | 425,271 | $ | 199,042 | $ | 425,271 |
All values are in US Dollars.
| COLLIERS INTERNATIONAL GROUP INC. | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SEGMENTED RESULTS | |||||||||||||||
| (in thousands of US) | |||||||||||||||
| Asia | Investment | ||||||||||||||
| Americas | EMEA | Pacific | Management | Corporate | Consolidated | ||||||||||
| Three months ended December 31 | |||||||||||||||
| 2022 | |||||||||||||||
| $ | 678,878 | $ | 228,346 | $ | 193,631 | $ | 121,286 | $ | 264 | $ | 1,222,405 | ||||
| 82,933 | 35,920 | 34,253 | 53,070 | (3,490 | ) | 202,686 | |||||||||
| 52,015 | 30,364 | 29,022 | (18,831 | ) | 11,212 | 103,782 | |||||||||
| 2021 | |||||||||||||||
| $ | 813,573 | $ | 233,116 | $ | 219,089 | $ | 79,523 | $ | 164 | $ | 1,345,465 | ||||
| 94,476 | 42,367 | 38,391 | 28,277 | (11,501 | ) | 192,010 | |||||||||
| 78,818 | 34,903 | 35,281 | 19,759 | (30,407 | ) | 138,354 | |||||||||
| Asia | Investment | ||||||||||||||
| Americas | EMEA | Pacific | Management | Corporate | Consolidated | ||||||||||
| Twelve months ended December 31 | |||||||||||||||
| 2022 | |||||||||||||||
| $ | 2,756,345 | $ | 715,140 | $ | 608,460 | $ | 378,881 | $ | 661 | $ | 4,459,487 | ||||
| 332,347 | 68,501 | 85,092 | 145,955 | (1,370 | ) | 630,525 | |||||||||
| 254,375 | 9,891 | 72,256 | 37,055 | (41,081 | ) | 332,496 | |||||||||
| 2021 | |||||||||||||||
| $ | 2,489,217 | $ | 672,737 | $ | 673,661 | $ | 252,890 | $ | 624 | $ | 4,089,129 | ||||
| 296,133 | 82,505 | 95,238 | 95,122 | (24,660 | ) | 544,338 | |||||||||
| 233,788 | 59,606 | 82,023 | 63,659 | (570,577 | ) | (131,501 | ) |
All values are in US Dollars.
Notes to Segmented Results
(1) Operating earnings (loss) include $26,834 loss on disposal of certain operations, primarily in EMEA.
COMPANY CONTACTS:Jay S. HennickGlobal Chairman & Chief Executive Officer
Christian MayerGlobal Chief Financial Officer(416) 960-9500
EdgarFiling
Exhibit 99.2
$FFHOHUDWLQJVXFFHVV Fourth Quarter 2022 Financial Results February 9, 2023
Colliers 2 This presentation includes or may include forward - looking statements. Forward - looking statements include the Company’s financial performance outlook and statements regarding goals, beliefs, strategies, objectives, plans or current expectations. These sta tem ents involve known and unknown risks, uncertainties and other factors which may cause the actual results to be materially differen t f rom any future results, performance or achievements contemplated in the forward - looking statements. Such factors include: economic condi tions, especially as they relate to commercial and consumer credit conditions and business spending; commercial real estate property va lues, vacancy rates and general conditions of financial liquidity for real estate transactions; the effects of changes in foreign e xch ange rates in relation to the US dollar on Canadian dollar, Australian dollar, UK pound sterling and Euro denominated revenues and expenses ; competition in markets served by the Company; labor shortages or increases in commission, wage and benefit costs; the impact of higher than expected inflation could impact profitability of certain contracts; impact of pandemics on client demand, ability to del ive r services and ensure the health and productivity of employees; disruptions or security failures in information technology systems; cybersec uri ty risks; a change in/loss of our relationship with US government agencies could significantly impact our ability to originate mortgage l oan s; default on loans originated under the Fannie Mae Delegated Underwriting and Servicing program could materially affect our profitabili ty; the effect of increases in interest rates on our cost of borrowing and political conditions or events, including elections, referenda, c han ges to international trade and immigration policies and any outbreak or escalation of terrorism or hostilities. Additional factors and explanatory information are identified in the Company’s Annual Information Form for the year ended Dec emb er 31, 2021 under the heading “Risk Factors” (which factors are adopted herein, and which can be accessed at www.sedar.com) and othe r p eriodic filings with Canadian and US securities regulators. Forward looking statements contained in this presentation are made as of the date hereof and are subject to change. All forward - looking statements in this press release are qualified by these cautionary stateme nts. Except as required by applicable law, Colliers undertakes no obligation to publicly update or revise any forward - looking statement, whe ther as a result of new information, future events or otherwise. This presentation does not constitute an offer to sell or a solicitation of an offer to purchase an interest in any fund. Non - GAAP measures This presentation makes reference to certain non - GAAP measures, including local currency (“LC”) revenue growth rate, internal re venue growth rate, Adjusted EBITDA (“AEBITDA”), Adjusted EPS (“AEPS”) and assets under management (“AUM”). Please refer to Appendi x f or reconciliations to GAAP measures.
Highlights Colliers 3 USD LC (1) Revenue 1,222.4 1,345.5 -9% -5% Adjusted EBITDA 202.7 192.0 6% 9% Adjusted EBITDA Margin 16.6% 14.3% Adjusted EPS 2.31 2.25 3% GAAP Operating Earnings 103.8 138.4 -25% GAAP Operating Earnings Margin 8.5% 10.3% GAAP diluted EPS 0.51 0.92 -45% Three months ended December 31 2022 2021 %Change Strong full year performance driven by high value recurring revenues • Investment Management and Outsourcing & Advisory delivered strong revenue growth • Interest rate volatility and challenging debt capital availability impacted Capital Markets during the third quarter and seas ona lly strong fourth quarter Completed investment in Versus in Investment Management • $98 billion in total AUM, with 85% in perpetual or long - dated investment strategies and about 70% in highly defensive asset clas ses (US$ millions, except per share amounts) (1) Local Currency (2) For the year ended December 31, 2021, GAAP operating loss and GAAP diluted EPS include a $471.9 million settlement of Long - Term Incentive Arrangement (“LTIA”) with the Company's Chairman & CEO USD LC (1) Revenue 4,459.5 4,089.1 9% 13% Adjusted EBITDA 630.5 544.3 16% 19% Adjusted EBITDA Margin 14.1% 13.3% Adjusted EPS 6.99 6.18 13% GAAP Operating Earnings (Loss) (2) 332.5 -131.5 NM GAAP Operating Earnings (Loss) Margin 7.5% -3.2% GAAP diluted EPS (2) 1.05 -9.09 NM Year ended December 31 2022 2021 % Change
1,084.2 1,236.2 1,124.1 1,000.7 1,872.3 1,599.3 378.9 252.9 4,459.5 4,089.1 2022 2021 Full Year Consolidated Revenues Colliers 4 Outsourcing & Advisory Investment Management (1) Capital Markets Leasing (US$ millions) % Change over 2021 USD LC Investment Management (1) 50% 50% Outsourcing & Advisory 17% 22% Leasing 12% 16% Capital Markets -12% -9% Total 9% 13% Revenue Mix 2022 2021 Investment Management 9% 6% Outsourcing & Advisory 42% 39% Leasing 25% 25% Capital Markets 24% 30% Total 100% 100% Local currency internal growth: 6% (1) Investment Management LC revenue growth, excluding pass - through carried interest, was 61%
Year Ended December 31, 2022 Broad Diversification Colliers 5 Please refer to Slide 19 28% 42% 30% 42% 23% 24% 11% Leasing Outsourcing & Advisory Capital Markets Investment Management Leasing & Capital Markets 58% Recurring 2022 Revenue By Service 2022 AEBITDA By Service 53% Recurring
246.3 449.5 335.7 336.9 519.1 479.6 121.3 79.5 1,222.4 1,345.5 Q4 2022 Q4 2021 Fourth Quarter Consolidated Revenues Colliers 6 Outsourcing & Advisory Investment Management (1) Capital Markets Leasing (US$ millions) % Change over Q4 2021 USD LC Investment Management (1) 53% 53% Outsourcing & Advisory 8% 14% Leasing 0% 3% Capital Markets -45% -43% Total -9% -5% Revenue Mix Q4 2022 Q4 2021 Investment Management 10% 6% Outsourcing & Advisory 42% 36% Leasing 28% 25% Capital Markets 20% 33% Total 100% 100% Local currency internal decline: - 11% (1) Investment Management LC revenue growth, excluding pass - through carried interest, was 87%
Americas 678.9 EMEA 228.3 Asia Pacific 193.6 Investment Management 121.3 55% 19% 16% 10% Americas 813.6 EMEA 233.1 Asia Pacific 219.1 Investment Management 79.5 61% 17% 16% 6% Americas 94.5 EMEA 42.4 Asia Pacific 38.4 Investment Management 28.3 46% 21% 19% 14% 21% Americas 82.9 EMEA 35.9 Asia Pacific 34.3 Investment Management 53.1 40% 17% 17% 26% Fourth Quarter Geographic Mix (1) Q4 2022 GAAP Operating Earnings: $52.0M Americas, $30.4M EMEA, $29.0M Asia Pacific, ($18.8M) Investment Management (2) Q4 2021 GAAP Operating Earnings: $78.8M Americas, $34.9M EMEA, $35.3M Asia Pacific, $19.8M Investment Management Colliers 7 Q4 2022 Revenues Q4 2021 Revenues Q4 2022 AEBITDA Q4 2021 AEBITDA (US$ millions)
Interest rate driven slowdown in Capital Markets activity versus record volumes in the prior year’s seasonally strongest quarter Outsourcing & Advisory growth led by engineering and project management Margin improved on lower average commission levels, lower incentive compensation and a reduction in discretionary costs Americas Colliers 8 GAAP Operating Earnings: Q4 2022 $52.0M at 7.7% margin; Q4 2021 $78.8M at 9.7% margin 149.6 306.9 237.9 239.9 291.4 266.8 678.9 813.6 Q4 2022 Q4 2021 Revenue AEBITDA and Margin (US$ millions) (US$ millions) USD LC Revenue Growth -17% -16% Outsourcing & Advisory Leasing Capital Markets
Significant foreign exchange headwinds impacted revenues 10% Robust activity in Outsourcing & Advisory (including recent acquisitions) Capital Markets activity impacted by interest rate volatility and geopolitical uncertainty EMEA Colliers 9 GAAP Operating Earnings: Q4 2022 $30.4M at 13.3% margin; Q4 2021 $34.9M at 15.0% margin 44.0 67.6 49.5 51.2 134.8 114.3 228.3 233.1 Q4 2022 Q4 2021 Revenue AEBITDA and Margin (US$ millions) (US$ millions) USD LC Revenue Growth -2% 8% Outsourcing & Advisory Leasing Capital Markets
Foreign exchange headwinds impacted revenues 9% Revenue impacted by rate volatility and COVID - 19 restrictions in several Asian markets, especially China APAC Colliers 10 GAAP Operating Earnings: Q4 2022 $29.0M at 15.0% margin; Q4 2021 $35.3M at 16.1% margin 52.7 74.9 48.4 45.8 92.6 98.4 193.6 219.1 Q4 2022 Q4 2021 Revenue AEBITDA and Margin (US$ millions) (US$ millions) USD LC Revenue Growth -12% -3% Outsourcing & Advisory Leasing Capital Markets
Revenue growth driven by acquisitions and management fee growth from increased AUM AUM of $97.7 billion as of December 31, 2022, up significantly from $51.0 billion in the prior year Investment Management Colliers 11 GAAP Operating Earnings: Q4 2022 ($18.8M) at (15.5%) margin; Q4 2021 $19.8M at 24.8% margin 117.6 63.1 3.6 16.4 121.3 79.5 Q4 2022 Q4 2021 Revenue AEBITDA and Margin (US$ millions) (US$ millions) Investment Management USD LC Revenue Growth 53% 53% Revenue Growth 86% 87% (excluding pass - through carried interest) Pass - through carried interest
Investment Management Colliers 12 Focus on long - duration, highly differentiated AUM 51% 18% 31% Alternatives Infrastructure Traditional Real Estate AUM by Asset Class 37% 48% 15% Perpetual Capital Long-dated Funds Managed Accounts AUM by Strategy 77% 23% North America EMEA AUM by Geography AUM: $97.7B FPAUM: $52.7B
(US$ millions) Capitalization & Capital Allocation (1) Net debt for financial leverage ratio excludes restricted cash, warehouse credit facilities and convertible notes, in acc ord ance with debt agreements (2) Includes business acquisitions, contingent acquisition consideration and purchases of non - controlling interests in subsidiar ies Colliers 13 Cash $ 173.7 $ 396.7 Total Debt 1,439.1 531.1 Net Debt $ 1,265.4 $ 134.3 Convertible Notes 226.5 225.2 Redeemable non-controlling interests 1,079.3 536.9 Shareholders' equity 493.4 585.3 Total capitalization $ 3,064.6 $ 1,481.7 Net debt / pro forma adjusted EBITDA - Leverage Ratio (1) 1.8x 0.3x Capital Expenditures $ 67.7 $ 58.0 Acquisition Spend (2) $ 1,167.5 $ 107.4 Twelve months ended December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Highlights • Leverage ratio of 1.8x • 67% of debt at fixed rates as of December 31, 2022 • Ample liquidity to fund acquisitions and internal growth • Anticipating capital expenditures of $90 - $100 million in 2023
(US$ millions) 2023 Outlook Colliers 14 Measure 2022 2023 Outlook Revenue $4.5 billion $4.6 billion - $4.8 billion Adjusted EBITDA $630.5 million $710 million - $750 million Adjusted EPS $6.99 $7.50 - $8.00 The financial outlook is based on the Company’s best available information as of the date of this presentation, and remains s ubj ect to change based on, but not limited to, numerous macroeconomic, health, social, geopolitical (including escalation of hostilities, outbreak of war, elections, disruption of supply chains) a nd related factors. • Robust growth (including the impact of recent acquisitions) in high value recurring service lines • Leasing revenues expected to remain steady • Capital Markets activity expected to remain impacted, particularly during the first half of 2023
Appendix 15 Reconciliation of non - GAAP measures
Reconciliation of GAAP earnings to adjusted EBITDA Colliers 16 (US$ thousands) Net earnings (loss) $ 61,972 $ 99,741 $ 194,544 $ (237,557) Income tax 24,976 37,020 95,010 85,510 Other income, including equity earnings from non-consolidated investments (2,329) (5,726) (5,645) (11,273) Interest expense, net 19,163 7,319 48,587 31,819 Operating earnings (loss) 103,782 138,354 332,496 (131,501) Settlement of long-term incentive arrangement ("LTIA") - - - 471,928 Loss on disposal of business operations (524) - 26,834 - Depreciation and amortization 51,542 38,155 177,421 145,094 Gains attributable to MSRs 6,829 (8,486) (17,385) (29,214) Equity income from non-consolidated entites 1,856 1,565 6,677 6,190 Acquisition-related items 26,406 11,235 77,144 61,008 Restructuring costs 5,023 5,018 5,485 6,484 Stock-based compensation expense 7,772 6,169 21,853 14,349 Adjusted EBITDA $ 202,686 $ 192,010 $ 630,525 $ 544,338 Three months ended Twelve months ended December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021
Reconciliation of GAAP earnings to adjusted net earnings and adjusted earnings per share Adjusted EPS is calculated using the “if - converted” method of calculating earnings per share in relation to the Convertible Note s, which were issued on May 19, 2020 Colliers 17 (US$ thousands) Net earnings (loss) $ 61,972 $ 99,741 $ 194,544 $ (237,557) Non-controlling interest share of earnings (16,222) (20,317) (53,919) (53,465) Interest on Convertible Notes 2,300 2,300 9,200 9,200 Settlement of LTIA - - - 471,928 Loss on disposal of Russian operations (524) - 26,834 - Amortization of intangible assets 39,111 25,202 128,741 99,221 Gains attributable to MSRs 6,829 (8,486) (17,385) (29,214) Acquisition-related items 26,406 11,235 77,144 61,008 Restructuring costs 5,023 5,018 5,485 6,484 Stock-based compensation expense 7,772 6,169 21,853 14,349 Income tax on adjustments (19,835) (8,099) (42,486) (35,216) Non-controlling interest on adjustments (3,804) (2,871) (15,262) (12,791) Adjusted net earnings $ 109,028 $ 109,892 $ 334,749 $ 293,947 (US$) Diluted net (loss) earnings per common share $ 0.48 $ 0.89 $ 0.97 $ (8.21) Interest on Convertible Notes, net of tax 0.04 0.03 0.14 0.14 Non-controlling interest redemption increment 0.49 0.74 1.97 2.09 Settlement of LTIA - - - 9.92 Loss on disposal of operations - - 0.56 - Amortization expense, net of tax 0.50 0.31 1.63 1.25 Gains attributable to MSRs, net of tax 0.08 (0.10) (0.20) (0.34) Acquisition-related items 0.51 0.18 1.45 0.93 Restructuring costs, net of tax 0.08 0.07 0.08 0.10 Stock-based compensation expense, net of tax 0.13 0.13 0.39 0.30 Adjusted EPS $ 2.31 $ 2.25 $ 6.99 $ 6.18 Diluted weighted average shares for Adjusted EPS (thousands) 47,215 48,868 47,897 47,559 Three months ended Twelve months ended December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Three months ended Twelve months ended December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021
Reconciliation of net cash flow from operations to free cash flow Colliers 18 (US$ thousands) Net cash provided by operating activities $ 238,501 $ 77,908 $ 67,031 $ 288,980 Contingent acquisition consideration paid 285 7,545 69,224 18,017 Settlement of LTIA (cash portion) - - - 96,186 Purchase of fixed assets (25,874) (13,501) (67,681) (57,951) Cash collections on AR Facility deferred purchase price (57,052) 116,907 288,004 151,202 Free cash flow $ 155,860 $ 188,859 $ 356,578 $ 496,434 Three months ended Twelve months ended December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021
Other Non - GAAP Measures Colliers 19 Local currency revenue and AEBITDA growth rate and internal revenue growth rate measures Percentage revenue and AEBITDA variances presented on a local currency basis are calculated by translating the current period results of our non - US dollar denominated operations to US dollars using the foreign currency exchange rates from the periods against which the current period results are being compared . Percentage revenue variances presented on an internal growth basis are calculated assuming no impact from acquired entities in the current and prior periods . Revenue from acquired entities, including any foreign exchange impacts, are treated as acquisition growth until the respective anniversaries of the acquisitions . We believe that these revenue growth rate methodologies provide a framework for assessing the Company’s performance and operations excluding the effects of foreign currency exchange rate fluctuations and acquisitions . Since these revenue growth rate measures are not calculated under GAAP, they may not be comparable to similar measures used by other issuers . Assets under management We use the term assets under management (“AUM”) as a measure of the scale of our Investment Management operations . AUM is defined as the gross market value of operating assets and the projected gross cost of development assets of the funds, partnerships and accounts to which we provide management and advisory services, including capital that such funds, partnerships and accounts have the right to call from investors pursuant to capital commitments . Our definition of AUM may differ from those used by other issuers and as such may not be directly comparable to similar measures used by other issuers . Fee paying assets under management 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 . Recurring revenue percentage Recurring revenue percentage is computed on a trailing twelve - month basis and represents the proportion that is derived from Out sourcing & Advisory and Investment Management service lines. Both these service lines represent medium to long - term duration revenue streams that are either contra ctual or repeatable in nature. Revenue for this purpose incorporates the expected full year impact of acquisitions and dispositions. Adjusted EBITDA from recurring revenue percentage Adjusted EBITDA from recurring revenue percentage is computed on a trailing twelve - month basis and represents the proportion of adjusted EBITDA that is derived from Outsourcing & Advisory and Investment Management service lines. Both these service lines represent medium to long - term duration revenue streams that are either contractual or repeatable in nature. Adjusted EBITDA for this purpose is calculated in the same manner as calculated for our deb t agreement covenant calculation purposes, incorporating the expected full year impact of business acquisitions and dispositions.
Colliers 20 Appendix Full year regional details
Americas 2,756.3 EMEA 715.1 Asia Pacific 608.5 Investment Management 378.9 62% 16% 13% 9% Americas 2,489.2 EMEA 672.7 Asia Pacific 673.7 Investment Management 252.9 61% 16% 17% 6% Americas 296.1 EMEA 82.5 Asia Pacific 95.2 Investment Management 95.1 52% 14% 17% 17% Americas 332.3 EMEA 68.5 Asia Pacific 85.1 Investment Management 146.0 53% 11% 13% 23% Full Year Geographic Mix (1) 2022 GAAP Operating Earnings: $254.4M Americas, $9.9M EMEA, $72.3M Asia Pacific, $37.1M Investment Management (2) 2021 GAAP Operating Earnings: $233.8M Americas, $59.6M EMEA, $82.0M Asia Pacific, $63.7M Investment Management Colliers 21 2022 Revenues 2021 Revenues 2022 AEBITDA 2021 AEBITDA (US$ millions)
Growth led by Outsourcing & Advisory, particularly Engineering & Design (including recent acquisitions) Leasing benefitted from increased office and industrial activity Capital Markets impacted by interest rate volatility and market uncertainty in the second half of the year Americas Colliers 22 GAAP Operating Earnings: 2022 $254.4M at 9.2% margin; 2021 $233.8M at 9.4% margin 760.5 838.7 851.6 729.1 1,144.2 921.5 2,756.3 2,489.2 2022 2021 Revenue AEBITDA and Margin (US$ millions) (US$ millions) USD LC Revenue Growth 11% 11% Outsourcing & Advisory Leasing Capital Markets
Significant foreign exchange headwinds impacted revenues 12% Robust Outsourcing & Advisory and Leasing activity Capital Markets activity impacted due to interest rate volatility and geopolitical uncertainty EMEA Colliers 23 GAAP Operating Earnings: 2022 $9.9M at 1.4% margin; 2021 $59.6M at 8.9% margin 161.5 190.5 147.5 145.4 406.2 336.8 715.1 672.7 2022 2021 Revenue AEBITDA and Margin (US$ millions) (US$ millions) USD LC Revenue Growth 6% 18% Outsourcing & Advisory Leasing Capital Markets
Foreign exchange headwinds impacted revenues 7% Revenues primarily impacted by COVID - 19 restrictions in several Asian markets which extended through most of the year APAC Colliers 24 GAAP Operating Earnings: 2022 $72.3M at 11.9% margin; 2021 $82.0M at 12.2% margin 162.2 207.0 125.0 126.2 321.2 340.4 608.5 673.7 2022 2021 Revenue AEBITDA and Margin (US$ millions) (US$ millions) USD LC Revenue Growth -10% -3% Outsourcing & Advisory Leasing Capital Markets
Revenue growth driven by acquisitions and fundraising across all investment strategies Added capabilities in infrastructure, US and European traditional real estate and credit Investment Management Colliers 25 GAAP Operating Earnings: 2022 $37.1M at 9.8% margin; 2021 $63.7M at 25.2% margin 348.6 217.9 30.3 35.0 378.9 252.9 2022 2021 Revenue AEBITDA and Margin (US$ millions) (US$ millions) Investment Management USD LC Revenue Growth 50% 50% Revenue Growth 60% 61% (excluding pass - through carried interest) Pass - through carried interest