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 May 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 ]
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: May 2, 2023 | /s/ Christian Mayer |
| Name: Christian Mayer | |
| Title: Chief Financial Officer |
EXHIBIT INDEX
| Exhibit Number | Description of Exhibit |
|---|---|
| 99.1 | Press release dated May 2, 2023 announcing financial results for the first quarter ended March 31, 2023. |
| 99.2 | Supplemental slide presentation dated May 2, 2023. |
EdgarFiling EXHIBIT 99.1
Colliers Reports First Quarter Results
Growth in high value recurring revenues improves balance and resilience
First quarter operating highlights:
| (in millions of US, except EPS) | 2023 | 2022 | |||
| Revenues | 965.9 | $ | 1,000.9 | ||
| Adjusted EBITDA (note 1) | 104.6 | 121.5 | |||
| Adjusted EPS (note 2) | 0.86 | 1.44 | |||
| GAAP operating earnings | 22.1 | 40.8 | |||
| GAAP diluted net loss per share | (0.47 | ) | (0.42 | ) |
All values are in US Dollars.
TORONTO, May 02, 2023 (GLOBE NEWSWIRE) -- Colliers International Group Inc. (NASDAQ and TSX: CIGI) (“Colliers” or the “Company”) today announced operating and financial results for the first quarter ended March 31, 2023. All amounts are in US dollars.
For the quarter ended March 31, 2023, revenues were $965.9 million, down 3% (1% in local currency), Adjusted EBITDA (note 1) was $104.6 million, down 14% (14% in local currency) and Adjusted EPS (note 2) was $0.86, down 40% versus the prior year period. First quarter adjusted EPS was not materially impacted by changes in foreign exchange rates. GAAP operating earnings were $22.1 million as compared to $40.8 million in the prior year quarter. GAAP diluted net loss per share was $0.47 versus $0.42 in the prior year quarter. First quarter GAAP diluted net loss per share was not materially impacted by changes in foreign exchange rates.
“During the seasonally slow first quarter, Investment Management and Outsourcing & Advisory delivered robust growth, Leasing was up slightly and, as expected, Capital Markets declined considerably in line with overall market conditions. Since our initial outlook 90 days ago, we have seen higher interest rates and challenging debt markets impact transaction volumes. Now with the additional stress on the banking system and increasing limitations on debt availability, there is more uncertainty around property valuations. Until interest rates stabilize and financing of real estate transactions becomes more predictable, we expect transaction activity to remain muted,” said Jay S. Hennick, Global Chairman & CEO of Colliers.
“Aside from our Capital Markets segment, the momentum from the rest of our business is strong. Revenues from Investment Management and Outsourcing & Advisory increased 40% and 13%, respectively, and together these segments represent more than 60% of our overall Adjusted EBITDA. Having a large proportion of our earnings coming from these revenue streams highlights the transformation of Colliers into a much more balanced, diversified and resilient company.”
“After quarter end, Colliers continued to build on its global platform by completing acquisitions in Australia and New Zealand in our Engineering & Design and Project Management segments. In addition, we announced the early redemption, effective June 1, 2023, of our outstanding 4% convertible notes. Eliminating the convertible notes will reduce interest costs and simplify our balance sheet.”
“Our shareholders know that Colliers has a history of seizing its greatest opportunities during challenging times. We believe that higher interest rates and tighter access to capital gives us a tremendous advantage in completing acquisitions, recruiting key talent and scaling in our newer growth engines that will translate into additional value for shareholders,” he concluded.
About Colliers Colliers (NASDAQ, TSX: CIGI) is a leading diversified professional services and investment management company. With operations in 66 countries, our 18,000 enterprising professionals work collaboratively to provide expert real estate and investment advice to clients. For more than 28 years, our experienced leadership with significant inside ownership has delivered compound annual investment returns of approximately 20% for shareholders. With annual revenues of $4.5 billion and $98 billion of assets under management, Colliers maximizes the potential of property and real assets to accelerate the success of our clients, our investors and our people. Learn more at corporate.colliers.com, Twitter @Colliers or LinkedIn.
Consolidated Revenues by Line of Service
| Three months ended | Change | Change | |||||
|---|---|---|---|---|---|---|---|
| (in thousands of US$) | March 31 | in US % | in LC<br>% | ||||
| (LC = local currency) | 2023 | 2022 | |||||
| Outsourcing & Advisory | $ | 454,930 | $ | 414,545 | 10 | 13 | % |
| Investment Management^(1)^ | 120,746 | 86,377 | 40 | 40 | % | ||
| Leasing | 238,387 | 237,272 | 0 | 2 | % | ||
| Capital Markets | 151,840 | 262,718 | -42 | -41 | % | ||
| Total revenues | $ | 965,903 | $ | 1,000,912 | -3 | -1 | % |
| ^(1)^Investment Management local currency revenues, excluding pass-through carried interest, were up 96% for the three months ended March 31, 2023 |
All values are in US Dollars.
Consolidated revenues decreased 1% on a local currency basis in the seasonally slow first quarter. Investment Management and Outsourcing & Advisory generated robust growth, Leasing was up slightly while Capital Markets declined in line with overall market conditions. Consolidated internal revenues measured in local currencies declined 9% (note 3) versus the prior year quarter.
Segmented First Quarter Results Revenues in the Americas region totalled $581.6 million for the first quarter, down 9% (8% in local currency) versus $641.7 million in the comparative prior year quarter. The decline was related to the significant fall-off in Capital Markets transaction volumes across all asset classes, relative to a very strong prior year quarter. Outsourcing & Advisory revenues were up high single digits, driven by growth in Engineering & Design and Property Management, while Leasing revenues were flat. Adjusted EBITDA was $53.9 million, down 34% (33% in local currency) relative to the strong prior year quarter. The decline in Adjusted EBITDA was due to lower revenues and a change in service mix. GAAP operating earnings were $32.9 million, relative to $61.3 million in the prior year quarter.
Revenues in the EMEA region totalled $143.4 million, down 6% (2% in local currency) compared to $153.3 million in the prior year quarter. Revenue declined significantly in Capital Markets, in line with overall market conditions. Adjusted EBITDA was a loss of $11.3 million in the seasonally slow first quarter as compared to earnings of $4.9 million in the prior year quarter. GAAP operating loss was $25.0 million, versus $30.8 million in the prior year quarter.
Revenues in the Asia Pacific region totalled $120.1 million compared to $119.4 million in the prior year quarter, up 1% (7% in local currency), with growth in Leasing and Outsourcing & Advisory more than offsetting a decline in Capital Markets. Adjusted EBITDA was $8.0 million, down 21% (15% in local currency) relative to the strong prior year quarter on changes in service mix. GAAP operating earnings were $5.0 million, versus $8.2 million in the prior year quarter.
Investment Management revenues for the first quarter were $120.7 million compared to $86.4 million in the prior year quarter, up 40% (40% in local currency). Passthrough revenue (from historical carried interest) was nil versus $24.7 million in the prior year quarter. Excluding the impact of carried interest, revenue was up 96% (96% in local currency) driven by (i) acquisitions and (ii) management fee growth from increased assets under management. Adjusted EBITDA was $54.9 million, up 105% (105% in local currency) over the prior year quarter. GAAP operating earnings were $14.8 million in the quarter, versus $17.2 million in the prior year quarter with the reduction attributable to contingent acquisition consideration related to recent acquisitions. Assets under management were $97.6 billion as of March 31, 2023, as compared to $97.7 billion as of December 31, 2022, with modestly lower asset values mostly offset by net capital inflows.
Unallocated global corporate costs as reported in Adjusted EBITDA were $0.9 million in the first quarter, relative to $1.5 million in the prior year quarter. The corporate GAAP operating loss for the quarter was $5.5 million relative to $15.1 million in the first quarter of 2022.
Outlook for 2023 In early February, the Company provided its initial outlook for 2023. Since then, a significant banking crisis has occurred, availability of credit has tightened further and uncertainty around asset valuations has increased, causing a revision to the outlook. Lower transaction volumes are now expected to persist for the remainder of the year. Capital Markets revenues are expected to be down 30-40% for the second quarter versus the prior year period, with year-over-year comparisons becoming more favourable in the third and fourth quarters.
Robust growth (including the impact of recent acquisitions) is expected to continue in the Company’s high value recurring service lines, Investment Management and Outsourcing & Advisory, while Leasing is expected to remain flat to down slightly. The Company expects higher Adjusted EBITDA margins in 2023 due to the change in service mix (greater proportion of earnings coming from higher-margin Investment Management) offset in part by lower Capital Markets margins, net of cost control measures across the Company. Adjusted EPS growth is expected to continue to be impacted by increased interest costs as well as a larger proportion of earnings growth generated from non-wholly owned operations.
The outlook for 2023, including the impact of acquisitions completed in 2022 and to the present date in 2023, is as follows:
| 2023 Outlook | |||
|---|---|---|---|
| Measure | 2022 | Revised | Prior |
| Revenue | $4.5 billion | $4.4 billion - $4.6 billion | $4.6 billion - $4.8 billion |
| AEBITDA | $630.5 million | $670 million - $720 million | $710 million - $750 million |
| AEPS | $6.99 | $6.70 - $7.50 | $7.50 - $8.00 |
The financial outlook is based on the Company’s best available information as of the date of this press release, and remains subject to change based on numerous macroeconomic, health, social, geopolitical and related factors.
Conference Call Colliers will be holding a conference call on Tuesday, May 2, 2023 at 11:00 a.m. Eastern Time to discuss the quarter’s results. The call, as well as a supplemental slide presentation, will be simultaneously web cast and can be accessed live or after the call at corporate.colliers.com in the Events section.
Forward-looking 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) loss on disposal of operations; (v) depreciation and amortization, including amortization of mortgage servicing rights (“MSRs”); (vi) gains attributable to MSRs; (vii) acquisition-related items (including contingent acquisition consideration fair value adjustments, contingent acquisition consideration-related compensation expense and transaction costs); (viii) restructuring costs and (ix) stock-based compensation expense. We use Adjusted EBITDA to evaluate our own operating performance and our ability to service debt, as well as an integral part of our planning and reporting systems. Additionally, we use this measure in conjunction with discounted cash flow models to determine the Company’s overall enterprise valuation and to evaluate acquisition targets. We present Adjusted EBITDA as a supplemental measure because we believe such measure is useful to investors as a reasonable indicator of operating performance because of the low capital intensity of the Company’s service operations. We believe this measure is a financial metric used by many investors to compare companies, especially in the services industry. This measure is not a recognized measure of financial performance under GAAP in the United States, and should not be considered as a substitute for operating earnings, net earnings or cash flow from operating activities, as determined in accordance with GAAP. Our method of calculating Adjusted EBITDA may differ from other issuers and accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings to Adjusted EBITDA appears below.
| Three months ended | ||||||
|---|---|---|---|---|---|---|
| March 31 | ||||||
| (in thousands of US$) | 2023 | 2022 | ||||
| Net earnings (loss) | $ | (907 | ) | $ | 21,317 | |
| Income tax | 3,539 | 16,327 | ||||
| Other income, including equity earnings from non-consolidated investments | (3,320 | ) | (3,128 | ) | ||
| Interest expense, net | 22,832 | 6,318 | ||||
| Operating earnings | 22,144 | 40,834 | ||||
| Loss on disposal of operations | - | 26,090 | ||||
| Depreciation and amortization | 49,492 | 36,640 | ||||
| Gains attributable to MSRs | (3,035 | ) | (5,297 | ) | ||
| Equity earnings from non-consolidated investments | 3,154 | 3,160 | ||||
| Acquisition-related items | 26,468 | 15,083 | ||||
| Restructuring costs | 743 | 90 | ||||
| Stock-based compensation expense | 5,657 | 4,861 | ||||
| Adjusted EBITDA | $ | 104,623 | $ | 121,461 |
2. Reconciliation of net earnings and diluted net earnings per common share to adjusted net earnings and Adjusted EPS
Adjusted EPS is defined as diluted net earnings per share as calculated under the “if-converted” method, adjusted for the effect, after income tax, of: (i) the non-controlling interest redemption increment; (ii) loss on disposal of operations; (iii) amortization expense related to intangible assets recognized in connection with acquisitions and MSRs; (iv) gains attributable to MSRs; (v) acquisition-related items; (vi) restructuring costs and (vii) stock-based compensation expense. We believe this measure is useful to investors because it provides a supplemental way to understand the underlying operating performance of the Company and enhances the comparability of operating results from period to period. Adjusted EPS is not a recognized measure of financial performance under GAAP, and should not be considered as a substitute for diluted net earnings per share from continuing operations, as determined in accordance with GAAP. Our method of calculating this non-GAAP measure may differ from other issuers and, accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings to adjusted net earnings and of diluted net earnings per share to Adjusted EPS appears below.
Adjusted EPS is calculated using the “if-converted” method of calculating earnings per share in relation to the Convertible Notes, which were issued on May 19, 2020. As such, the interest (net of tax) on the Convertible Notes is added to the numerator and the additional shares issuable on conversion of the Convertible Notes are added to the denominator of the earnings per share calculation to determine if an assumed conversion is more dilutive than no assumption of conversion. The “if-converted” method is used if the impact of the assumed conversion is dilutive. The “if-converted” method is dilutive for the Adjusted EPS calculation for all periods presented.
| Three months ended | ||||||
|---|---|---|---|---|---|---|
| March 31 | ||||||
| (in thousands of US$) | 2023 | 2022 | ||||
| Net earnings (loss) | $ | (907 | ) | $ | 21,317 | |
| Non-controlling interest share of earnings | (10,941 | ) | (8,516 | ) | ||
| Interest on Convertible Notes | 2,300 | 2,300 | ||||
| Loss on disposal of operations | - | 26,090 | ||||
| Amortization of intangible assets | 36,843 | 24,591 | ||||
| Gains attributable to MSRs | (3,035 | ) | (5,297 | ) | ||
| Acquisition-related items | 26,468 | 15,083 | ||||
| Restructuring costs | 743 | 90 | ||||
| Stock-based compensation expense | 5,657 | 4,861 | ||||
| Income tax on adjustments | (11,348 | ) | (6,419 | ) | ||
| Non-controlling interest on adjustments | (5,153 | ) | (3,670 | ) | ||
| Adjusted net earnings | $ | 40,627 | $ | 70,430 | ||
| Three months ended | ||||||
| March 31 | ||||||
| (in US$) | 2023 | 2022 | ||||
| Diluted net loss per common share^(^^1)^ | $ | (0.42 | ) | $ | (0.38 | ) |
| Interest on Convertible Notes, net of tax | 0.04 | 0.04 | ||||
| Non-controlling interest redemption increment | 0.17 | 0.64 | ||||
| Loss on disposal of operations | - | 0.53 | ||||
| Amortization expense, net of tax | 0.48 | 0.30 | ||||
| Gains attributable to MSRs, net of tax | (0.04 | ) | (0.06 | ) | ||
| Acquisition-related items | 0.52 | 0.27 | ||||
| Restructuring costs, net of tax | 0.01 | - | ||||
| Stock-based compensation expense, net of tax | 0.10 | 0.10 | ||||
| Adjusted EPS | $ | 0.86 | $ | 1.44 | ||
| Diluted weighted average shares for Adjusted EPS (thousands) | 47,422 | 48,791 | ||||
| ^(^^1)^ Amounts shown reflect the "if-converted" method's dilutive impact on the A djusted EPS calculation for the three months ended March 31, 2023 and 2022. |
3. Reconciliation of net cash flow from operations to free cash flow
Free cash flow is defined as net cash flow from operating activities plus contingent acquisition consideration paid, less purchases of fixed assets, plus cash collections on AR Facility deferred purchase price less distributions to non-controlling interests. We use free cash flow as a measure to evaluate and monitor operating performance as well as our ability to service debt, fund acquisitions and pay of dividends to shareholders. We present free cash flow as a supplemental measure because we believe this measure is a financial metric used by many investors to compare valuation and liquidity measures across companies, especially in the services industry. This measure is not a recognized measure of financial performance under GAAP in the United States, and should not be considered as a substitute for operating earnings, net earnings or cash flow from operating activities, as determined in accordance with GAAP. Our method of calculating free cash flow may differ from other issuers and accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net cash flow from operating activities to free cash flow appears below.
| Three months ended | ||||||
|---|---|---|---|---|---|---|
| March 31 | ||||||
| (in thousands of US$) | 2023 | 2022 | ||||
| Net cash used in operating activities | $ | (132,568 | ) | $ | (280,709 | ) |
| Contingent acquisition consideration paid | 272 | 59,553 | ||||
| Purchase of fixed assets | (18,883 | ) | (9,835 | ) | ||
| Cash collections on AR Facility deferred purchase price | 30,772 | 166,328 | ||||
| Distributions paid to non-controlling interests | (11,061 | ) | (14,926 | ) | ||
| Free cash flow | $ | (131,468 | ) | $ | (79,589 | ) |
4. Local currency revenue and Adjusted EBITDA growth rate and internal revenue growth rate measures
Percentage revenue and Adjusted EBITDA variances presented on a local currency basis are calculated by translating the current period results of our non-US dollar denominated operations to US dollars using the foreign currency exchange rates from the periods against which the current period results are being compared. Percentage revenue variances presented on an internal growth basis are calculated assuming no impact from acquired entities in the current and prior periods. Revenue from acquired entities, including any foreign exchange impacts, are treated as acquisition growth until the respective anniversaries of the acquisitions. We believe that these revenue growth rate methodologies provide a framework for assessing the Company’s performance and operations excluding the effects of foreign currency exchange rate fluctuations and acquisitions. Since these revenue growth rate measures are not calculated under GAAP, they may not be comparable to similar measures used by other issuers.
5. Assets under management
We use the term assets under management (“AUM”) as a measure of the scale of our Investment Management operations. AUM is defined as the gross market value of operating assets and the projected gross cost of development assets of the funds, partnerships and accounts to which we provide management and advisory services, including capital that such funds, partnerships and accounts have the right to call from investors pursuant to capital commitments. Our definition of AUM may differ from those used by other issuers and as such may not be directly comparable to similar measures used by other issuers.
6. Adjusted EBITDA from recurring revenue percentage
Adjusted EBITDA from recurring revenue percentage is computed on a trailing twelve-month basis and represents the proportion of adjusted EBITDA (note 1) that is derived from Outsourcing & Advisory and Investment Management service lines. Both these service lines represent medium to long-term duration revenue streams that are either contractual or repeatable in nature. Adjusted EBITDA for this purpose is calculated in the same manner as for our debt agreement covenant calculation purposes, incorporating the expected full year impact of business acquisitions and dispositions.
| Colliers International Group Inc. | |||||||
|---|---|---|---|---|---|---|---|
| Condensed Consolidated Statements of Earnings (Loss) | |||||||
| (in thousands of US, except per share amounts) | |||||||
| Three months | |||||||
| ended March 31 | |||||||
| (unaudited) | 2023 | 2022 | |||||
| Revenues | $ | 965,903 | $ | 1,000,912 | |||
| Cost of revenues | 586,260 | 631,553 | |||||
| Selling, general and administrative expenses | 281,539 | 250,712 | |||||
| Depreciation | 12,649 | 12,049 | |||||
| Amortization of intangible assets | 36,843 | 24,591 | |||||
| Acquisition-related items (1) | 26,468 | 15,083 | |||||
| Loss on disposal of operations | - | 26,090 | |||||
| Operating earnings | 22,144 | 40,834 | |||||
| Interest expense, net | 22,832 | 6,318 | |||||
| Equity earnings from unconsolidated investments | (3,154 | ) | (3,160 | ) | |||
| Other (income) expense | (166 | ) | 32 | ||||
| Earnings before income tax | 2,632 | 37,644 | |||||
| Income tax | 3,539 | 16,327 | |||||
| Net earnings (loss) | (907 | ) | 21,317 | ||||
| Non-controlling interest share of earnings | 10,941 | 8,516 | |||||
| Non-controlling interest redemption increment | 8,304 | 31,441 | |||||
| Net loss attributable to Company | $ | (20,152 | ) | $ | (18,640 | ) | |
| Net loss per common share | |||||||
| $ | (0.47 | ) | $ | (0.42 | ) | ||
| $ | (0.47 | ) | $ | (0.42 | ) | ||
| Adjusted EPS (3) | $ | 0.86 | $ | 1.44 | |||
| Weighted average common shares (thousands) | |||||||
| Basic | 43,047 | 44,064 | |||||
| Diluted | 43,047 | 44,064 |
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) Diluted EPS is calculated using the “if-converted” method of calculating earnings per share in relation to the Convertible Notes, which were issued on May 19, 2020. As such, the interest (net of tax) on the Convertible Notes is added to the numerator and the additional shares issuable on conversion of the Convertible Notes are added to the denominator of the earnings per share calculation to determine if an assumed conversion is more dilutive than no assumption of conversion. The “if-converted” method is used if the impact of the assumed conversion is dilutive. The “if-converted” method is anti-dilutive for the three months ended March 31, 2023 and 2022. (3) See definition and reconciliation above.
| Colliers International Group Inc. | ||||||
|---|---|---|---|---|---|---|
| Condensed Consolidated Balance Sheets | ||||||
| (in thousands of US) | ||||||
| March 31, | December 31, | March 31, | ||||
| (unaudited) | 2023 | 2022 | 2022 | |||
| Assets | ||||||
| Cash and cash equivalents | $ | 178,659 | $ | 173,661 | $ | 230,374 |
| Restricted cash (1) | 43,994 | 25,381 | 35,224 | |||
| Accounts receivable and contract assets | 682,538 | 669,803 | 587,393 | |||
| Warehouse receivables (2) | 120,300 | 29,623 | 124,815 | |||
| Prepaids and other assets | 260,679 | 269,605 | 225,320 | |||
| Real estate assets held for sale | 37,996 | 45,353 | 44,492 | |||
| 1,324,166 | 1,213,426 | 1,247,618 | ||||
| Other non-current assets | 175,141 | 166,726 | 130,106 | |||
| Fixed assets | 171,107 | 164,493 | 143,431 | |||
| Operating lease right-of-use assets | 351,600 | 341,623 | 316,650 | |||
| Deferred tax assets, net | 67,369 | 63,460 | 74,482 | |||
| Goodwill and intangible assets | 3,119,326 | 3,148,449 | 1,684,202 | |||
| $ | 5,208,709 | $ | 5,098,177 | $ | 3,596,489 | |
| Liabilities and shareholders' equity | ||||||
| Accounts payable and accrued liabilities | $ | 962,464 | $ | 1,128,754 | $ | 827,193 |
| Other current liabilities | 105,855 | 100,840 | 102,005 | |||
| Long-term debt - current | 4,382 | 1,360 | 1,535 | |||
| Warehouse credit facilities (2) | 112,331 | 24,286 | 115,817 | |||
| Operating lease liabilities - current | 85,638 | 84,989 | 79,010 | |||
| Liabilities related to real estate assets held for sale | - | 1,353 | 23,235 | |||
| 1,270,670 | 1,341,582 | 1,148,795 | ||||
| Long-term debt - non-current | 1,613,792 | 1,437,739 | 712,771 | |||
| Operating lease liabilities - non-current | 331,228 | 322,496 | 298,370 | |||
| Other liabilities | 149,822 | 139,392 | 102,615 | |||
| Deferred tax liabilities, net | 49,416 | 57,754 | 37,302 | |||
| Convertible notes | 226,875 | 226,534 | 225,539 | |||
| Redeemable non-controlling interests | 1,073,635 | 1,079,306 | 541,191 | |||
| Shareholders' equity | 493,271 | 493,374 | 529,906 | |||
| $ | 5,208,709 | $ | 5,098,177 | $ | 3,596,489 | |
| Supplemental balance sheet information | ||||||
| Total debt (3) | $ | 1,618,174 | $ | 1,439,099 | $ | 714,306 |
| Total debt, net of cash and cash equivalents (3) | 1,439,515 | 1,265,438 | 483,932 | |||
| Net debt / pro forma adjusted EBITDA ratio (4) | 2.2 | 1.8 | 0.9 |
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 | ||||||
| March 31 | ||||||
| (unaudited) | 2023 | 2022 | ||||
| Cash provided by (used in) | ||||||
| Operating activities | ||||||
| Net earnings (loss) | $ | (907 | ) | $ | 21,317 | |
| Items not affecting cash: | ||||||
| 49,492 | 36,640 | |||||
| - | 26,090 | |||||
| (3,035 | ) | (5,297 | ) | |||
| (4,017 | ) | (7,282 | ) | |||
| (10,989 | ) | (11,177 | ) | |||
| 35,309 | 17,787 | |||||
| 65,853 | 78,078 | |||||
| Increase in accounts receivable, prepaid | ||||||
| (29,755 | ) | (172,005 | ) | |||
| Increase in accounts payable, accrued | ||||||
| 3,111 | 9,860 | |||||
| Decrease in accrued compensation | (180,308 | ) | (268,770 | ) | ||
| Contingent acquisition consideration paid | (272 | ) | (59,553 | ) | ||
| Mortgage origination activities, net | 2,785 | 8,744 | ||||
| Sales to AR Facility, net | 6,018 | 122,937 | ||||
| Net cash used in operating activities | (132,568 | ) | (280,709 | ) | ||
| Investing activities | ||||||
| Acquisition of businesses, net of cash acquired | - | (52,478 | ) | |||
| Purchases of fixed assets | (18,883 | ) | (9,835 | ) | ||
| Purchase of held for sale real estate assets | (37,996 | ) | - | |||
| Proceeds from sale of held for sale real estate assets | 44,000 | - | ||||
| Cash collections on AR Facility deferred purchase price | 30,772 | 166,328 | ||||
| Other investing activities | (21,067 | ) | (20,965 | ) | ||
| Net cash (used in) provided by investing activities | (3,174 | ) | 83,050 | |||
| Financing activities | ||||||
| Increase in long-term debt, net | 172,420 | 191,730 | ||||
| Purchases of non-controlling interests, net | (12,544 | ) | (25,962 | ) | ||
| Dividends paid to common shareholders | (6,440 | ) | (6,608 | ) | ||
| Distributions paid to non-controlling interests | (11,061 | ) | (14,926 | ) | ||
| Repurchases of Subordinate Voting Shares | - | (72,685 | ) | |||
| Other financing activities | 14,987 | (29,724 | ) | |||
| Net cash provided by financing activities | 157,362 | 41,825 | ||||
| Effect of exchange rate changes on cash | 1,991 | (3,839 | ) | |||
| Net change in cash and cash | ||||||
| 23,611 | (159,673 | ) | ||||
| Cash and cash equivalents and | ||||||
| 199,042 | 425,271 | |||||
| Cash and cash equivalents and | ||||||
| $ | 222,653 | $ | 265,598 |
All values are in US Dollars.
| Colliers International Group Inc. | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Segmented Results | |||||||||||||||
| (in thousands of US dollars) | |||||||||||||||
| Asia | Investment | ||||||||||||||
| (unaudited) | Americas | EMEA | Pacific | Management | Corporate | Consolidated | |||||||||
| Three months ended March 31 | |||||||||||||||
| 2023 | |||||||||||||||
| Revenues | $ | 581,551 | $ | 143,371 | $ | 120,093 | $ | 120,746 | $ | 142 | $ | 965,903 | |||
| Adjusted EBITDA | 53,863 | (11,261 | ) | 8,049 | 54,894 | (922 | ) | 104,623 | |||||||
| Operating earnings (loss) | 32,870 | (25,034 | ) | 5,040 | 14,804 | (5,536 | ) | 22,144 | |||||||
| 2022 | |||||||||||||||
| Revenues | $ | 641,698 | $ | 153,325 | $ | 119,380 | $ | 86,377 | $ | 132 | $ | 1,000,912 | |||
| Adjusted EBITDA | 81,066 | 4,919 | 10,219 | 26,801 | (1,544 | ) | 121,461 | ||||||||
| Operating earnings (loss) (1) | 61,307 | (30,781 | ) | 8,225 | 17,221 | (15,138 | ) | 40,834 |
Notes to Segmented Results (1) Operating earnings (loss) include $26,090 loss on disposal of certain operations in EMEA.
COMPANY CONTACTS: Jay S. Hennick Global Chairman & Chief Executive Officer
Christian Mayer Global Chief Financial Officer (416) 960-9500
EdgarFiling
Exhibit 99.2
First Quarter 2023 Financial Results May 2, 2023 1
Forward - Looking Statements 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 statements involve known and unknown risks, unce rta inties 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 stat ements. Such factors include: economic conditions, 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 exchange rates in relation to the US dollar on Cana dia n 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, wag e and benefit costs; the impact of higher than expected inflation could impact profitability of certain contracts; impact of pandemics on client demand, ability to deliver ser vices and ensure the health and productivity of employees; disruptions or security failures in information technology systems; cybersecurity risks; a change in/loss of our relationship wi th US government agencies could significantly impact our ability to originate mortgage loans; default on loans originated under the Fannie Mae Delegated Underwriting and Servicing pr ogr am could materially affect our profitability; the effect of increases in interest rates on our cost of borrowing and political conditions or events, including elections, referenda, chan 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, 2022 under the heading “Risk Factors” (which factors are adopted herein, and which can be accessed at www.sedar.com) and other periodic filings with Canadian and US secur iti es 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 rele ase 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, 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 Appendix for reconciliations to GAAP measures.
Colliers 3 (US$ millions, except per share amounts) Growth in high value recurring revenues improves balance and resilience Highlights Robust growth in Investment Management and Outsourcing & Advisory; Leasing up slightly As expected, Capital Markets declined considerably in line with overall market conditions during the seasonally slow first quarter After quarter end, completed two Engineering & Design and Project Management acquisitions in ANZ Announced the early redemption of 4% convertible notes USD LC (1) Revenue 965.9 1,000.9 -3% -1% Adjusted EBITDA 104.6 121.5 -14% -14% Adjusted EBITDA Margin 10.8% 12.1% Adjusted EPS 0.86 1.44 -40% GAAP Operating Earnings 22.1 40.8 -46% GAAP Operating Earnings Margin 2.3% 4.1% GAAP diluted net loss per share -0.47 -0.42 -12% Three months ended March 31 2023 2022 %Change
31% 38% 31% 43% 25% 21% 11% 54% Recurring 62% Recurring TTM Q1 2023 Revenue by Service TTM Q1 2023 AEBITDA by Service Colliers 4 Please refer to Slide 18 Outsourcing & Advisory Leasing Capital Markets Leasing and Capital Markets Trailing twelve months ended March 31, 2023 Broad Diversification Investment Management
% Change over Q1 2022 USD LC Investment Management (1) 40% 40% Outsourcing & Advisory 10% 13% Leasing 0% 2% Capital Markets -42% -41% Total -3% -1% Revenue Mix Q1 2023 Q1 2022 Investment Management 12% 9% Outsourcing & Advisory 47% 41% Leasing 25% 24% Capital Markets 16% 26% Total 100% 100% Colliers 5 Outsourcing & Advisory Investment Management (1) Capital Markets Leasing Local currency internal decline: - 9% (1) Investment Management LC revenue growth, excluding pass - through carried interest, was 96% 151.8 262.7 238.4 237.3 454.9 414.5 120.7 86.4 965.9 1,000.9 Q1 2023 Q1 2022 First Quarter Consolidated Revenues (US$ millions)
Colliers 6 First Quarter Geographic Mix Q1 2023 Revenues Q1 2022 Revenues Americas 53.9 EMEA (11.3) Asia Pacific 8.0 Investment Management 54.9 46% 7% 47% Q1 2023 AEBITDA Q1 2022 AEBITDA (1) Q1 2023 GAAP Operating Earnings: $32.9M Americas, ($25.0M) EMEA, $5.0M Asia Pacific, $14.8M Investment Management (2) Q1 2022 GAAP Operating Earnings: $61.3M Americas, ($30.8M) EMEA, $8.2M Asia Pacific, $17.2M Investment Management Americas 581.6 EMEA 143.4 Asia Pacific 120.1 Investment Management 120.7 60% 15% 13% 12% (US$ millions)
Colliers 7 GAAP Operating Earnings: Q1 2023 $32.9M at 5.7% margin; Q1 2022 $61.3M at 9.6% margin Significant fall - off in Capital Markets transaction volumes across all asset classes relative to very strong prior year quarter Outsourcing & Advisory driven by growth in Engineering & Design and Property Management Adjusted EBITDA impacted by lower revenues and a change in service mix First Quarter Americas (US$ millions) 112.8 192.1 188.4 188.7 280.3 260.9 581.6 641.7 Q1 2023 Q1 2022 USD LC Revenue Growth -9% -8% Revenues AEBITDA Outsourcing & Advisory Leasing Capital Markets
Colliers 8 GAAP Operating Earnings: Q1 2023 ($25.0M) at (17.5%) margin; Q1 2022 ($30.8M) at (20.1%) margin Significant decline in Capital Markets, in line with overall market conditions Foreign exchange headwinds impacted revenues by 4% Adjusted EBITDA impacted by fixed costs in Capital Markets (unique to EMEA), where the significant decline in revenues drove a loss in the seasonally slow first quarter First Quarter EMEA (US$ millions) 18.3 40.9 25.6 30.3 99.4 82.1 143.4 153.3 Q1 2023 Q1 2022 USD LC Revenue Growth -6% -2% Revenues AEBITDA Outsourcing & Advisory Leasing Capital Markets
Colliers 9 GAAP Operating Earnings: Q1 2023 $5.0M at 4.2% margin; Q1 2022 $8.2M at 6.9% margin Leasing and Outsourcing & Advisory revenue growth more than offset a decline in Capital Markets revenues Foreign exchange headwinds impacted revenues by 6% Adjusted EBITDA impacted by changes in service mix First Quarter APAC (US$ millions) 20.7 29.8 24.3 18.3 75.0 71.3 120.1 119.4 Q1 2023 Q1 2022 USD LC Revenue Growth 1% 7% Revenues AEBITDA Outsourcing & Advisory Leasing Capital Markets
Colliers 10 GAAP Operating Earnings: Q1 2023 $14.8M at 12.3% margin; Q1 2022 $17.2M at 19.9% margin Growth driven by ( i ) acquisitions and (ii) management fee growth from increased assets under management year over year $97.6 billion AUM as of March 31, 2023 • Down <1% versus December 31, 2022 with modestly lower asset values mostly offset by net capital inflows • Up 86% versus March 31, 2022 First Quarter Investment Management (US$ millions) 120.7 61.6 0.0 24.7 120.7 86.4 Q1 2023 Q1 2022 USD LC Revenue Growth 40% 40% Revenue Growth* 96% 96% *excluding pass-through carried interest Revenues AEBITDA Pass - through carried interest Investment Management
Colliers 11 50% 19% 31% Alternatives Infrastructure Traditional Real Estate AUM by Asset Class 37% 49% 14% Perpetual Capital Long-dated Funds Managed Accounts AUM by Strategy 78% 22% North America EMEA AUM by Geography AUM: $97.6B | FPAUM: $52.1B Focus on long - duration, highly differentiated AUM Investment Management
(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 12 Cash $ 178.7 $ 173.7 $ 230.4 Total Debt 1,618.2 1,439.1 714.3 Net Debt $ 1,439.5 $ 1,265.4 $ 483.9 Convertible Notes 226.9 226.5 225.5 Redeemable non-controlling interests 1,073.6 1,079.3 541.2 Shareholders' equity 493.3 493.4 529.9 Total capitalization $ 3,233.3 $ 3,064.6 $ 1,780.5 Net debt / pro forma adjusted EBITDA - Leverage Ratio (1) 2.2x 1.8x 0.9x Capital Expenditures $ 18.9 $ 9.8 Acquisition Spend (2) $ 13.4 $ 178.9 Three months ended March 31, 2023 March 31, 2022 March 31, 2023 December 31, 2022 March 31, 2022 Highlights • Leverage ratio of 2.2x • Announced early redemption of 4% convertible notes; Noteholders expected to convert into 4.1 million newly issued shares • 62% of debt at fixed rates as of March 31, 2023 • Ample liquidity to fund acquisitions and internal growth • Increased the Revolving Credit Facility by $250 million to $1.75 billion • Anticipating capital expenditures of $90 - $100 million in 2023 (US$ millions) Capitalization & Capital Allocation
Colliers 13 (US$ millions) 2023 Outlook • Greater level of uncertainty now compared to 90 days ago • Lower volumes in Capital Markets to persist for the remainder of the year • Revenue expected to be down 30 - 40% in Q2, with year - over - year comparisons becoming more favourable in Q3 and Q4 • Robust growth (including the impact of recent acquisitions) in high value recurring service lines • Leasing revenues expected to remain flat to down slightly 2023 Outlook 2022 Measure Prior Revised $4.6 billion - $4.8 billion $4.4 billion - $4.6 billion $4.5 billion Revenue $710 million - $750 million $670 million - $720 million $630.5 million Adjusted EBITDA $7.50 - $8.00 $6.70 - $7.50 $6.99 Adjusted EPS The financial outlook is based on the Company’s best available information as of the date of this presentation, and remains s ubj ect to change based on, but not limited to, numerous macroeconomic, health, social, geopolitical (including escalation of hostilities, outbreak of war, elections, di sru ption of supply chains) and related factors.
Appendix Reconciliation of non - GAAP measures
Colliers 15 Reconciliation of GAAP earnings to adjusted EBITDA (US$ thousands) Net earnings (loss) $ (907) $ 21,317 Income tax 3,539 16,327 Other income, including equity earnings from non-consolidated investments (3,320) (3,128) Interest expense, net 22,832 6,318 Operating earnings 22,144 40,834 Loss on disposal of business operations - 26,090 Depreciation and amortization 49,492 36,640 Gains attributable to MSRs (3,035) (5,297) Equity income from non-consolidated entites 3,154 3,160 Acquisition-related items 26,468 15,083 Restructuring costs 743 90 Stock-based compensation expense 5,657 4,861 Adjusted EBITDA $ 104,623 $ 121,461 Three months ended March 31, 2023 March 31, 2022
Colliers 16 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 Reconciliation of GAAP earnings to adjusted net earnings and adjusted earnings per share (US$ thousands) Net earnings (loss) $ (907) $ 21,317 Non-controlling interest share of earnings (10,941) (8,516) Interest on Convertible Notes 2,300 2,300 Loss on disposal of Russian operations - 26,090 Amortization of intangible assets 36,843 24,591 Gains attributable to MSRs (3,035) (5,297) Acquisition-related items 26,468 15,083 Restructuring costs 743 90 Stock-based compensation expense 5,657 4,861 Income tax on adjustments (11,348) (6,419) Non-controlling interest on adjustments (5,153) (3,670) Adjusted net earnings $ 40,627 $ 70,430 (US$) Diluted net loss per common share $ (0.42) $ (0.38) Interest on Convertible Notes, net of tax 0.04 0.04 Non-controlling interest redemption increment 0.17 0.64 Loss on disposal of operations - 0.53 Amortization expense, net of tax 0.48 0.30 Gains attributable to MSRs, net of tax (0.04) (0.06) Acquisition-related items 0.52 0.27 Restructuring costs, net of tax 0.01 - Stock-based compensation expense, net of tax 0.10 0.10 Adjusted EPS $ 0.86 $ 1.44 Diluted weighted average shares for Adjusted EPS (thousands) 47,422 48,791 Three months ended March 31, 2023 March 31, 2022 Three months ended March 31, 2023 March 31, 2022
Colliers 17 (US$ thousands) Net cash used in operating activities $ (132,568) $ (280,709) Contingent acquisition consideration paid 272 59,553 Purchase of fixed assets (18,883) (9,835) Cash collections on AR Facility deferred purchase price 30,772 166,328 Distributions paid to non-controlling interests (11,061) (14,926) Free cash flow $ (131,468) $ (79,589) Three months ended March 31, 2023 March 31, 2022 Reconciliation of net cash flow from operations to free cash flow
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 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. 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 debt agreement covenant calculation purposes, incorporating the expected full year impact of business acquisitions and dispositions. Colliers 18 Other Non - GAAP Measures