Colliers International Group Inc 6-K, filed Aug 6, 2020
Colliers International Group Inc. (CIGI)
About this 6-K
Colliers International Group Inc filed this 6-K on August 6, 2020.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2020 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: August 6, 2020 | /s/ Christian Mayer |
| Name: Christian Mayer | |
| Title: Chief Financial Officer |
EXHIBIT INDEX
EdgarFiling EXHIBIT 99.1
Colliers International Reports Second Quarter Results
Investment Management, Outsourcing & Advisory demonstrate resilience, diversification
Operating highlights:
| **** **** | Three months ended | Six months ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| **** **** | June 30 | June 30 | ||||||||
| (in millions of US$, except EPS) | 2020 | 2019 | 2020 | 2019 | ||||||
| Revenues | $ | 550.2 | $ | 745.5 | $ | 1,180.8 | $ | 1,380.6 | ||
| Adjusted EBITDA (note 1) | **** | 60.0 | **** | 87.3 | **** | 114.4 | **** | 130.9 | ||
| Adjusted EPS (note 2) | **** | 0.70 | **** | 1.10 | **** | 1.25 | **** | 1.61 | ||
| GAAP operating earnings | **** | 14.5 | **** | 57.2 | **** | 33.1 | **** | 70.6 | ||
| GAAP EPS | **** | (0.26 | ) | **** | 0.60 | **** | (0.14 | ) | **** | 0.63 |
TORONTO, Aug. 06, 2020 (GLOBE NEWSWIRE) -- Colliers International Group Inc. (NASDAQ and TSX: CIGI) today announced operating and financial results for the quarter ended June 30, 2020, which were significantly impacted by the global COVID-19 pandemic. All amounts are in US dollars.
For the second quarter ended June 30, 2020, revenues were $550.2 million, down 26% (25% in local currency) relative to the same quarter in the prior year, adjusted EBITDA (note 1) was $60.0 million, down 31% (30% in local currency) and adjusted EPS (note 2) was $0.70, down 36% versus the prior year period. Second quarter adjusted EPS would have been approximately $0.02 higher excluding foreign exchange impacts. GAAP operating earnings were $14.5 million, relative to $57.2 million in the prior year quarter. GAAP EPS was a loss of $0.26 per share, relative to $0.60 per share in the prior year quarter. Second quarter GAAP EPS would have been approximately $0.02 higher excluding changes in foreign exchange rates.
For the six months ended June 30, 2020, revenues were $1.18 billion, down 14% (13% in local currency) relative to the same period in the prior year, adjusted EBITDA (note 1) was $114.4 million, down 13% (11% in local currency) and adjusted EPS (note 2) was $1.25, down 22% versus the prior year period. Year-to-date adjusted EPS would have been approximately $0.04 higher excluding foreign exchange impacts. GAAP operating earnings were $33.1 million, relative to $70.6 million in the prior year period. GAAP EPS for the six month period was a loss of $0.14 per share, relative to $0.63 per share in the prior year period. Second quarter GAAP EPS would have been approximately $0.04 higher excluding changes in foreign exchange rates.
“Colliers reported better than expected results across all segments and regions during the second quarter despite the unprecedented impact of COVID-19, especially in Leasing and Capital Markets. Fortunately, the majority of our earnings now come from Investment Management and Outsourcing & Advisory – high value-add professional services that are recurring and contractual – providing us with more resilience and service line diversification than ever,” said Jay S. Hennick, Global Chairman and CEO of Colliers International. “Pandemic uncertainty in Leasing and Capital Markets continue to impact our results, though we expect gradual improvement for the balance of the year. During the quarter, we completed a $230 million offering of convertible notes to fortify our balance sheet and completed the acquisitions of Dougherty, a US commercial real estate debt finance, loan servicing and securities platform (now rebranded as Colliers Mortgage) and Maser Consulting, a leading US engineering design and service firm focused on real estate assets and related infrastructure. With a highly diversified and balanced global business, strong balance sheet, entrepreneurial culture, and significant insider ownership, we are confident that Colliers will emerge from this crisis stronger than ever,” he concluded.
About Colliers International Group Inc. Colliers International (NASDAQ, TSX: CIGI) is a leading real estate professional services and investment management company. With operations in 68 countries, our more than 15,000 enterprising professionals work collaboratively to provide expert advice to maximize the value of property for real estate occupiers, owners and investors. For more than 25 years, our experienced leadership, owning approximately 40% of our equity, has delivered compound annual investment returns of almost 20% for shareholders. In 2019, corporate revenues were more than $3.0 billion ($3.5 billion including affiliates), with $33 billion of assets under management in our investment management segment.
Learn more about how we accelerate success at corporate.colliers.com, Twitter @Colliers or LinkedIn.
Consolidated Revenues by Line of Service With the closing of Colliers Mortgage acquisition, Colliers has renamed its Sales Brokerage service line to Capital Markets, which now includes sales brokerage, mortgage origination and mortgage investment banking revenues. In addition, the Company added mortgage loan servicing under its Outsourcing & Advisory revenues.
| Three months ended | Six months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands of US$) | June 30 | Change | Change | June 30 | Change | Change | ||||||
| (LC = local currency) | 2020 | 2019 | in US$ % | in LC% | 2020 | 2019 | in US$ % | in LC% | ||||
| Outsourcing & Advisory | $ | 257,044 | $ | 281,638 | -9% | -6% | $ | 534,334 | $ | 540,022 | -1% | 1% |
| Investment Management | **** | 41,389 | 46,902 | -12% | -12% | **** | 87,214 | 89,992 | -3% | -3% | ||
| Leasing | **** | 136,768 | 253,374 | -46% | -45% | **** | 301,278 | 435,158 | -31% | -30% | ||
| Capital Markets | **** | 115,005 | 163,603 | -30% | -28% | **** | 258,008 | 315,468 | -18% | -17% | ||
| Total revenues | $ | 550,206 | $ | 745,517 | -26% | -25% | $ | 1,180,834 | $ | 1,380,640 | -14% | -13% |
Consolidated revenues for the second quarter declined 25% on a local currency basis, driven primarily by expected declines in transactional Leasing and Capital Markets activity due to the COVID-19 pandemic. Consolidated internal revenues measured in local currencies were down 26% (note 3).
For the six months ended June 30, 2020, consolidated revenues declined 13% on a local currency basis, with the impact of the pandemic beginning in March 2020. Consolidated internal revenues measured in local currencies were down 15% (note 3).
Segmented Quarterly Results Revenues in the Americas region totalled $308.9 million for the second quarter compared to $421.4 million in the prior year quarter, down 27% (26% in local currency) on reduced Leasing and Capital Markets activity across the region. Outsourcing & Advisory revenues were flat in the quarter. Adjusted EBITDA was $24.4 million, versus $36.2 million in the prior year quarter. GAAP operating earnings were $3.4 million, relative to $25.6 million in the prior year quarter.
Revenues in the EMEA region totalled $99.6 million for the second quarter compared to $151.6 million in the prior year quarter, down 34% (32% in local currency) on lower activity in each service line, including Outsourcing & Advisory which was impacted by delays in executing on-site turnkey project management assignments due to the pandemic. Adjusted EBITDA was $6.3 million, versus $19.0 million in the prior year. GAAP operating earnings were a loss of $3.3 million as compared to $10.8 million in the second quarter of 2019.
Revenues in the Asia Pacific region totalled $100.1 million for the second quarter compared to $125.1 million in the prior year quarter, down 20% (16% in local currency) on lower Leasing and Capital Markets activity. Outsourcing & Advisory revenues were up slightly in the quarter, including incremental revenues from the recent Synergy acquisition, now rebranded as Colliers Project Leaders. Adjusted EBITDA was $12.3 million, down from $14.2 million. GAAP operating earnings were $5.1 million, down from $12.5 million in the prior year quarter.
Investment Management revenues for the second quarter were $41.4 million compared to $46.9 million in the prior year quarter, down 12% (12% in local currency). The second quarter revenue decline was primarily attributable to a $4.3 million reduction in pass-through revenue from legacy carried interest versus the prior year quarter. Adjusted EBITDA was $17.4 million relative to $19.2 million in the prior year quarter, attributable to the timing of certain European transaction fees, which were elevated in the prior year quarter. GAAP operating earnings were $10.6 million in the quarter, versus $12.2 million in the prior year quarter. Assets under management were $35.7 billion at June 30, 2020, up 2% from $35.1 billion at March 31, 2020 and up 18% from $30.3 billion at June 30, 2019.
Unallocated global corporate costs as reported in Adjusted EBITDA were $0.3 million in the second quarter, relative to $1.3 million in the prior year quarter, and were favourably impacted by lower insurance costs and lower variable expenses. The corporate GAAP operating loss for the quarter was $1.4 million, relative to $4.1 million in the second quarter of 2019.
Impact of COVID-19 Pandemic The full impact of the pandemic continues to remain uncertain. The Company is updating the working assumption previously provided to reflect: (i) better than anticipated results for the second quarter across all service lines and regions; and (ii) the recently completed acquisitions of Colliers Mortgage and Maser Consulting. The updated working assumption for the full year 2020 (relative to 2019), is as follows:
| Previous | Updated | Add acquisitions | Updated with acquisitions | |
|---|---|---|---|---|
| Revenue | -15% to -25% | -15% to -25% | +5% | -10% to -20% |
| Adjusted EBITDA | -25% to -35% | -20% to -30% | +5% | -15% to -25% |
This working assumption is based on the best available information and is subject to change based on numerous macroeconomic, health, social, political and related factors.
Transactional Leasing and Capital Markets revenues are expected to remain below 2019 levels, although the scale of decline should moderate in the third and fourth quarters. Investment Management and Outsourcing & Advisory are expected to remain relatively stable for the balance of the year with some variability depending on market conditions.
The Company has taken significant steps to adjust costs to expected revenues across all service lines, including reductions to support, administrative and leadership and related costs. Expenses incurred in connection with these reductions are recorded as restructuring costs (note 1) and were substantially all severance related. The Company may take further cost reduction measures in future quarters.
The Company received wage subsidies totalling $10.2 million during the second quarter ended June 30, 2020 from governments in several countries. These subsidies were recorded in earnings as a modest offset to employment costs in cost of revenues. The Company may receive further government wage subsidies in future quarters.
Convertible Notes Offering and Liquidity On May 19, 2020, the Company completed an offering of $230 million of 4% Convertible Senior Subordinated Notes due 2025 (the “Convertible Notes”) for $223.8 million in net proceeds. The Convertible Notes are unsecured and subordinated to all of the Company’s existing and future senior and/or secured indebtedness, and are treated as equity for financial leverage ratios under the Company’s existing debt agreements. The Convertible Notes are convertible into 3.97 million subordinate voting shares or, if not converted, may be settled at maturity with subordinate voting shares or in cash, at the option of Colliers.
As of June 30, 2020, the Company’s financial leverage ratio expressed in terms of net debt to pro forma Adjusted EBITDA was 1.5x (down from 1.7x from the same quarter in 2019), relative to a maximum of 3.5x permitted under its debt agreements. As of the same date, the Company had $608 million of unused credit under its committed revolving credit facility maturing in April 2024.
Acquisitions The Company completed the acquisition of a controlling interest in Colliers Mortgage on May 29, 2020 and Maser Consulting after the end of the second quarter, on July 13, 2020. These acquisitions are expected to generate significant incremental recurring revenue streams. The combined purchase price approximated the proceeds from the Convertible Notes offering, and the earnings from these acquisitions are expected to more than offset dilution from the Convertible Notes.
Conference Call Colliers will be holding a conference call on Thursday, August 6, 2020 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 property 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 property 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 producers; 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 political events including elections, referenda, trade policy changes, immigration policy changes, hostilities 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 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 annual consolidated financial statements and MD&A to be made available on SEDAR at www.sedar.com.
Notes 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) other than equity earnings from non-consolidated investments; (iii) interest expense; (iv) depreciation and amortization, including amortization of mortgage servicing rights (“MSRs”); (v) gains attributable to MSRs; (vi) acquisition-related items (including transaction costs, contingent acquisition consideration fair value adjustments and contingent acquisition consideration-related compensation expense); (vii) restructuring costs and (viii) 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 | Six months ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands of US$) | June 30 | June 30 | |||||||||
| 2020 | 2019 | 2020 | 2019 | ||||||||
| Net earnings | $ | 6,483 | $ | 35,575 | $ | 12,942 | $ | 41,039 | |||
| Income tax | **** | 2,127 | 13,187 | **** | 7,326 | 14,402 | |||||
| Other income, net | **** | (266 | ) | 179 | **** | (970 | ) | (322 | ) | ||
| Interest expense, net | **** | 6,179 | 8,257 | **** | 13,763 | 15,476 | |||||
| Operating earnings | **** | 14,523 | 57,198 | **** | 33,061 | 70,595 | |||||
| Depreciation and amortization | **** | 25,940 | 23,778 | **** | 50,830 | 46,447 | |||||
| Gains attributable to MSRs | **** | (509 | ) | - | **** | (509 | ) | - | |||
| Equity earnings from non-consolidated investments | 414 | **** | - | 969 | - | ||||||
| Acquisition-related items | **** | 3,784 | 5,263 | **** | 6,534 | 9,898 | |||||
| Restructuring costs | **** | 13,839 | 275 | **** | 19,307 | 314 | |||||
| Stock-based compensation expense | **** | 1,971 | 809 | **** | 4,224 | 3,640 | |||||
| Adjusted EBITDA | $ | 59,962 | $ | 87,323 | $ | 114,416 | $ | 130,894 |
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) amortization expense related to intangible assets recognized in connection with acquisitions and MSRs; (iii) gains attributable to MSRs; (iv) acquisition-related items; (v) restructuring costs and (vi) stock-based compensation expense. 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.
| Three months ended | Six months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands of US$) | June 30 | June 30 | ||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Net earnings | $ | 6,483 | $ | 35,575 | $ | 12,942 | $ | 41,039 | ||||
| Non-controlling interest share of earnings | **** | (4,265 | ) | (6,586 | ) | **** | (7,642 | ) | (7,831 | ) | ||
| Interest on Convertible Notes | **** | 1,059 | - | **** | 1,059 | - | ||||||
| Amortization of intangible assets | **** | 17,089 | 15,238 | **** | 33,101 | 29,958 | ||||||
| Gains attributable to MSRs | **** | (509 | ) | - | **** | (509 | ) | - | ||||
| Acquisition-related items | **** | 3,784 | 5,263 | **** | 6,534 | 9,898 | ||||||
| Restructuring costs | **** | 13,839 | 275 | **** | 19,307 | 314 | ||||||
| Stock-based compensation expense | **** | 1,971 | 809 | **** | 4,224 | 3,640 | ||||||
| Income tax on adjustments | **** | (7,442 | ) | (4,212 | ) | **** | (13,247 | ) | (8,216 | ) | ||
| Non-controlling interest on adjustments | **** | (2,447 | ) | (2,346 | ) | **** | (4,597 | ) | (4,592 | ) | ||
| Adjusted net earnings | $ | 29,562 | $ | 44,016 | $ | 51,172 | $ | 64,210 | ||||
| Three months ended | Six months ended | |||||||||||
| (in US$) | June 30 | June 30 | ||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||
| Diluted net (loss) earnings per common share | $ | (0.25 | ) | $ | 0.60 | $ | (0.14 | ) | $ | 0.63 | ||
| Interest on Convertible Notes, net of tax | **** | 0.02 | - | **** | 0.02 | - | ||||||
| Non-controlling interest redemption increment | **** | 0.30 | 0.13 | **** | 0.27 | 0.20 | ||||||
| Amortization expense, net of tax | **** | 0.25 | 0.23 | **** | 0.49 | 0.46 | ||||||
| Gains attributable to MSRs, net of tax | **** | (0.01 | ) | - | **** | (0.01 | ) | - | ||||
| Acquisition-related items | **** | 0.10 | 0.12 | **** | 0.17 | 0.22 | ||||||
| Restructuring costs, net of tax | **** | 0.24 | - | **** | 0.35 | 0.01 | ||||||
| Stock-based compensation expense, net of tax | **** | 0.05 | 0.02 | **** | 0.10 | 0.09 | ||||||
| Adjusted EPS | $ | 0.70 | $ | 1.10 | $ | 1.25 | $ | 1.61 | ||||
| Diluted weighted average shares for Adjusted EPS (thousands) | **** | 41,901 | 39,954 | 41,021 | 39,887 |
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, if adjusted net earnings is in a positive position, 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 is added to the denominator of the earnings per share calculation. If adjusted net earnings is in a loss position, then the “if-converted” method is not used as the impact on earnings per share cannot be anti-dilutive.
3. Local currency revenue growth rate and internal revenue growth rate measures
Percentage revenue 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.
4. 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 properties 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.
| COLLIERS INTERNATIONAL GROUP INC. | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Condensed Consolidated Statements of Earnings | |||||||||||
| (in thousands of US, except per share amounts) | |||||||||||
| Three months | Six months | ||||||||||
| ended June 30 | ended June 30 | ||||||||||
| (unaudited) | 2020 | 2019 | 2020 | 2019 | |||||||
| Revenues | $ | 550,206 | $ | 745,517 | $ | 1,180,834 | $ | 1,380,640 | |||
| Cost of revenues | **** | 355,347 | 484,220 | **** | 771,705 | 905,570 | |||||
| Selling, general and administrative expenses | **** | 150,612 | 175,058 | **** | 318,704 | 348,130 | |||||
| Depreciation | **** | 8,851 | 8,540 | **** | 17,729 | 16,489 | |||||
| Amortization of intangible assets | **** | 17,089 | 15,238 | **** | 33,101 | 29,958 | |||||
| Acquisition-related items (1) | **** | 3,784 | 5,263 | **** | 6,534 | 9,898 | |||||
| Operating earnings | **** | 14,523 | 57,198 | **** | 33,061 | 70,595 | |||||
| Interest expense, net | **** | 6,179 | 8,257 | **** | 13,763 | 15,476 | |||||
| Other income | **** | (266 | ) | 179 | **** | (970 | ) | (322 | ) | ||
| Earnings before income tax | **** | 8,610 | 48,762 | **** | 20,268 | 55,441 | |||||
| Income tax | **** | 2,127 | 13,187 | **** | 7,326 | 14,402 | |||||
| Net earnings | **** | 6,483 | 35,575 | **** | 12,942 | 41,039 | |||||
| Non-controlling interest share of earnings | **** | 4,265 | 6,586 | **** | 7,642 | 7,831 | |||||
| Non-controlling interest redemption increment | **** | 12,530 | 5,205 | **** | 11,025 | 7,962 | |||||
| Net earnings (loss) attributable to Company | $ | (10,312 | ) | $ | 23,784 | $ | (5,725 | ) | $ | 25,246 | |
| Net earnings (loss) per common share | **** | **** | **** | **** | **** | **** | **** | **** | |||
| $ | (0.26 | ) | $ | 0.60 | $ | (0.14 | ) | $ | 0.64 | ||
| $ | (0.26 | ) | $ | 0.60 | $ | (0.14 | ) | $ | 0.63 | ||
| Adjusted EPS (2) | $ | 0.70 | $ | 1.10 | $ | 1.25 | $ | 1.61 | |||
| Weighted average common shares (thousands) | **** | **** | |||||||||
| 39,930 | 39,532 | 39,902 | 39,416 | ||||||||
| 39,930 | 39,954 | 39,902 | 39,887 |
All values are in US Dollars.
Notes to Condensed Consolidated Statements of Earnings (1) Acquisition-related items include transaction costs, contingent acquisition consideration fair value adjustments and contingent acquisition consideration-related compensation expense. (2) See definition and reconciliation above.
| Condensed Consolidated Balance Sheets | **** | **** | ||||
|---|---|---|---|---|---|---|
| (in thousands of US) | ||||||
| (unaudited) | June 30, 2020 | December 31, 2019 | June 30, 2019 | |||
| Assets | **** | **** | ||||
| Cash and cash equivalents | $ | 147,169 | $ | 114,993 | $ | 102,092 |
| Restricted cash | **** | 19,069 | - | - | ||
| Accounts receivable and contract assets | **** | 341,778 | 436,717 | 359,850 | ||
| Warehouse receivables (1) | **** | 30,586 | - | - | ||
| Prepaids and other assets | **** | 177,674 | 155,606 | 141,948 | ||
| Real estate assets held for sale | **** | - | 10,741 | - | ||
| **** | 716,276 | 718,057 | 603,890 | |||
| Other non-current assets | **** | 87,980 | 92,350 | 88,504 | ||
| Fixed assets | **** | 107,207 | 107,197 | 102,264 | ||
| Operating lease right-of-use assets | **** | 260,613 | 263,639 | 274,857 | ||
| Deferred income tax | **** | 50,308 | 37,420 | 38,954 | ||
| Goodwill and intangible assets | **** | 1,572,605 | 1,426,675 | 1,383,778 | ||
| Real estate assets held for sale | **** | - | 247,376 | - | ||
| $ | 2,794,989 | $ | 2,892,714 | $ | 2,492,247 | |
| Liabilities and shareholders' equity | **** | **** | ||||
| Accounts payable and accrued liabilities | $ | 568,933 | $ | 757,284 | $ | 548,022 |
| Other current liabilities | **** | 50,947 | 56,702 | 65,890 | ||
| Long-term debt - current | **** | 7,397 | 4,223 | 2,356 | ||
| Warehouse lines of credit | **** | 24,586 | - | - | ||
| Operating lease liabilities - current | **** | 68,417 | 69,866 | 70,953 | ||
| Liabilities related to real estate assets held for sale | **** | - | 36,191 | - | ||
| **** | 720,280 | 924,266 | 687,221 | |||
| Long-term debt - non-current | **** | 619,809 | 607,181 | 690,048 | ||
| Operating lease liabilities - non-current | **** | 230,366 | 229,224 | 238,602 | ||
| Other liabilities | **** | 102,676 | 99,873 | 85,608 | ||
| Deferred income tax | **** | 24,329 | 28,018 | 23,525 | ||
| Convertible notes | **** | 223,462 | - | - | ||
| Liabilities related to real estate assets held for sale | **** | - | 127,703 | - | ||
| Redeemable non-controlling interests | **** | 375,057 | 359,150 | 338,405 | ||
| Shareholders' equity | **** | 499,010 | 517,299 | 428,838 | ||
| $ | 2,794,989 | $ | 2,892,714 | $ | 2,492,247 | |
| Supplemental balance sheet information | **** | **** | ||||
| Total debt (2) | $ | 627,206 | $ | 611,404 | $ | 692,404 |
| Total debt, net of cash (2) | **** | 480,037 | 496,411 | 590,312 | ||
| Net debt / pro forma adjusted EBITDA ratio (3) | **** | 1.5 | 1.4 | 1.7 |
All values are in US Dollars.
Note to Condensed Consolidated Balance Sheets
(1) Warehouse receivables represent mortgage loans receivable, the majority of which are offset by borrowings under warehouse lines of credit which fund loans that US Government Sponsored Enterprises have committed to purchase. (2) Excluding warehouse lines of credit and convertible notes. (3) Net debt for financial leverage ratio excludes warehouse lines of credit and convertible notes, in accordance with debt agreements.
| Condensed Consolidated Statements of Cash Flows | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands of US) | ||||||||||||
| **** | Three months ended | **** | Six months ended | |||||||||
| **** | June 30 | **** | June 30 | |||||||||
| (unaudited) | **** 2020 | 2019 | **** 2020 | 2019 | ||||||||
| Cash provided by (used in) | **** | **** | **** | **** | ||||||||
| Operating activities | **** | **** | **** | **** | ||||||||
| Net earnings | $ | 6,483 | $ | 35,575 | $ | 12,942 | $ | 41,039 | ||||
| Items not affecting cash: | **** | **** | **** | **** | ||||||||
| **** | 25,940 | 23,778 | **** | 50,830 | 46,447 | |||||||
| **** | (509 | ) | - | **** | (509 | ) | - | |||||
| **** | 89,979 | - | **** | 89,979 | - | |||||||
| **** | (87,099 | ) | - | **** | (87,099 | ) | - | |||||
| **** | (6,839 | ) | (3,025 | ) | **** | (13,997 | ) | (7,044 | ) | |||
| **** | 11,163 | 15,714 | **** | 24,603 | 30,641 | |||||||
| **** | 39,118 | 72,042 | **** | 76,749 | 111,083 | |||||||
| Net change from assets/liabilities | **** | **** | **** | **** | ||||||||
| **** | 16,992 | (26,338 | ) | **** | 75,470 | 22,068 | ||||||
| **** | 697 | - | **** | 697 | - | |||||||
| **** | (3,481 | ) | (2,117 | ) | **** | (2,122 | ) | (10,375 | ) | |||
| **** | (21,542 | ) | (26,222 | ) | **** | (210,802 | ) | (207,794 | ) | |||
| **** | (2,071 | ) | 11,306 | **** | (4,976 | ) | 7,607 | |||||
| Contingent acquisition consideration paid | **** | (1,354 | ) | (5,101 | ) | **** | (15,684 | ) | (5,213 | ) | ||
| Sale proceeds from AR Facility, net of repurchases | **** | (1,276 | ) | 119,425 | **** | (12,285 | ) | 119,425 | ||||
| Net cash provided by (used in) operating activities | **** | 27,083 | 142,995 | **** | (92,953 | ) | 36,801 | |||||
| Investing activities | **** | **** | **** | **** | ||||||||
| Acquisition of businesses, net of cash acquired | **** | (133,840 | ) | (10,433 | ) | **** | (136,941 | ) | (23,677 | ) | ||
| Purchases of fixed assets | **** | (10,290 | ) | (13,685 | ) | **** | (19,029 | ) | (24,064 | ) | ||
| Proceeds from sale of held for sale real estate assets | **** | 94,222 | - | **** | 94,222 | - | ||||||
| Cash collections on AR facility deferred purchase price | **** | 15,069 | 7,337 | **** | 26,459 | 7,337 | ||||||
| Other investing activities | **** | (1,104 | ) | (6,403 | ) | **** | 804 | (15,602 | ) | |||
| Net cash used in investing activities | **** | (35,943 | ) | (23,184 | ) | **** | (34,485 | ) | (56,006 | ) | ||
| Financing activities | **** | **** | **** | **** | ||||||||
| (Decrease) increase in long-term debt, net | **** | (118,002 | ) | (113,470 | ) | **** | 25,144 | 21,424 | ||||
| Issuance of convertible notes | **** | 230,000 | - | **** | 230,000 | - | ||||||
| Purchases of non-controlling interests, net of sales | **** | (19,719 | ) | (4,061 | ) | **** | (24,395 | ) | (6,765 | ) | ||
| Dividends paid to common shareholders | **** | - | - | **** | (1,992 | ) | (1,961 | ) | ||||
| Distributions paid to non-controlling interests | **** | (14,293 | ) | (13,363 | ) | **** | (21,986 | ) | (19,557 | ) | ||
| Other financing activities | **** | (5,165 | ) | (2,545 | ) | **** | (13,638 | ) | 2,399 | |||
| Net cash provided by (used in) financing activities | **** | 72,821 | (133,439 | ) | **** | 193,133 | (4,460 | ) | ||||
| Effect of exchange rate changes on cash | **** | (813 | ) | (1,627 | ) | **** | (14,450 | ) | (1,275 | ) | ||
| Increase (Decrease) in cash and cash | **** | **** | **** | **** | ||||||||
| equivalents and restricted cash | **** | 63,148 | (15,255 | ) | **** | 51,245 | (24,940 | ) | ||||
| Cash and cash equivalents and | **** | **** | **** | **** | ||||||||
| restricted cash, beginning of period | **** | 103,090 | 117,347 | **** | 114,993 | 127,032 | ||||||
| Cash and cash equivalents and | **** | **** | **** | **** | ||||||||
| restricted cash, end of period | $ | 166,238 | $ | 102,092 | $ | 166,238 | $ | 102,092 |
All values are in US Dollars.
| Segmented Results | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in thousands of US dollars) | ||||||||||||||
| Asia | Investment | |||||||||||||
| (unaudited) | Americas | EMEA | Pacific | Management | Corporate | Consolidated | ||||||||
| Three months ended June 30 | ||||||||||||||
| 2020 | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | ||
| Revenues | $ | 308,885 | $ | 99,614 | $ | 100,105 | $ | 41,389 | $ | 213 | $ | 550,206 | ||
| Adjusted EBITDA | **** | 24,376 | **** | 6,323 | **** | 12,255 | **** | 17,350 | **** | (342 | ) | **** | 59,962 | |
| Operating earnings (loss) | **** | 3,415 | **** | (3,267 | ) | **** | 5,091 | **** | 10,648 | **** | (1,364 | ) | **** | 14,523 |
| 2019 | ||||||||||||||
| Revenues | $ | 421,385 | $ | 151,595 | $ | 125,099 | $ | 46,902 | $ | 536 | $ | 745,517 | ||
| Adjusted EBITDA | 36,155 | 19,042 | 14,200 | 19,234 | (1,308 | ) | 87,323 | |||||||
| Operating earnings (loss) | 25,619 | 10,842 | 12,539 | 12,249 | (4,051 | ) | 57,198 | |||||||
| Asia | Investment | |||||||||||||
| Americas | EMEA | Pacific | Management | Corporate | Consolidated | |||||||||
| Six months ended June 30 | ||||||||||||||
| 2020 | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | ||
| Revenues | $ | 678,875 | $ | 216,696 | $ | 197,539 | $ | 87,214 | $ | 510 | $ | 1,180,834 | ||
| Adjusted EBITDA | **** | 55,534 | **** | 2,682 | **** | 17,503 | **** | 35,784 | **** | 2,914 | **** | 114,417 | ||
| Operating earnings | **** | 26,125 | **** | (16,718 | ) | **** | 6,319 | **** | 22,426 | **** | (5,091 | ) | **** | 33,061 |
| 2019 | ||||||||||||||
| Revenues | $ | 780,211 | $ | 272,059 | $ | 237,416 | $ | 89,992 | $ | 962 | $ | 1,380,640 | ||
| Adjusted EBITDA | 62,388 | 16,534 | 25,108 | 29,480 | (2,616 | ) | 130,894 | |||||||
| Operating earnings | 41,788 | 696 | 21,755 | 15,886 | (9,529 | ) | 70,596 |
COMPANY CONTACTS:
Jay S. Hennick Chairman & Chief Executive Officer
John B. Friedrichsen Chief Operating Officer
Christian Mayer Chief Financial Officer
(416) 960-9500
EdgarFiling
EXHIBIT 99.2
Colliers International Group Inc. First Quarter 2020 Financial Results April 28, 2020 Colliers International Group Inc. Second Quarter 2020 Financial Results August 6, 2020
Forward - Looking Statements 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, 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 business spending ; commercial real estate property values, 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 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 ; impact of pandemics on client demand, ability to deliver services and ensure the health and productivity of employees ; disruptions or security failures in information technology systems ; and political conditions or events, including elections, referenda, changes 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 December 31 , 2019 under the heading “Risk Factors” (which factors are adopted herein and a copy of which can be obtained at www . sedar . com) and other periodic 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 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 . Non - GAAP measures This presentation makes reference to the non - GAAP measures Adjusted EBITDA and Adjusted EPS . Please refer to Appendix for reconciliations to GAAP measures .
Second Quarter 2020 Results 3 Highlights 3 Resilience during pandemic • Majority of earnings now come from Investment Management and Outsourcing & Advisory segments – high value - add professional services that are recurring and contractual • Pandemic uncertainty in Leasing and Capital Markets impacted quarterly results • Diversified business model, strong balance sheet, entrepreneurial culture, and significant insider ownership Other highlights • Completed a $230 million offering of convertible notes • Completed acquisition of Dougherty (Colliers Mortgage) • Subsequent to quarter end, completed the acquisition of Maser Consulting USD LC (1) Revenue 550.2 745.5 -26% -25% Adjusted EBITDA 60.0 87.3 -31% -30% Adjusted EBITDA Margin 10.9% 11.7% Adjusted EPS 0.70 1.10 -36% GAAP Operating Earnings 14.5 57.2 -75% GAAP Operating Earnings Margin 2.6% 7.7% GAAP EPS -0.26 0.60 NM USD LC (1) Revenue 1,180.8 1,380.6 -14% -13% Adjusted EBITDA 114.4 130.9 -13% -11% Adjusted EBITDA Margin 9.7% 9.5% Adjusted EPS 1.25 1.61 -22% GAAP Operating Earnings 33.1 70.6 -53% GAAP Operating Earnings Margin 2.8% 5.1% GAAP EPS -0.14 0.63 NM Three months ended June 30, 2020 Q2 2020 Q2 2019 %Change Six months ended June 30, 2020 YTD 2020 YTD 2019 % Change (US$ millions, except per share amounts)
Second Quarter Consolidated Revenues 4 (US$ millions) 136.8 253.4 115.0 163.6 257.0 281.6 41.4 46.9 550.2 745.5 2020 2019 55% Recurring % Change over Q2 2019 USD LC Investment Management -12% -12% Outsourcing & Advisory -9% -6% Capital Markets -30% -28% Leasing -46% -45% Total -26% -25% Revenue Mix Q2 2020 Q2 2019 Investment Management 8% 6% Outsourcing & Advisory 47% 38% Capital Markets 21% 22% Leasing 24% 34% Total 100% 100% Q2 Revenues Leasing Capital Markets Outsourcing & Advisory Investment Management
Second Quarter Geographic Split 5 (US$ millions) 1 Q2 2020 GAAP Operating Earnings: $3.4M Americas, $(3.3)M EMEA, $5.1M Asia Pacific, $10.6M Investment Management 2 Q2 2019 GAAP Operating Earnings: $25.6M Americas, $10.8M EMEA, $12.5M Asia Pacific, $12.2M Investment Management 56% 18% 18% 8% Americas 308.9 EMEA 99.6 Asia Pacific 100.1 Investment Management 41.4 40% 20% 29% Americas 24.4 EMEA 6.3 Asia Pacific 12.3 Investment Management 17.4 11% 41% 22% 16% Americas 36.2 EMEA 19.0 Asia Pacific 14.2 Investment Management 19.2 21% 57% 20% 17% 6% Americas 421.4 EMEA 151.6 Asia Pacific 125.1 Investment Management 46.9 Q2 2020 Revenues Q2 2020 Adjusted EBITDA 1 Q2 2019 Revenues Q2 2019 Adjusted EBITDA 2
Americas (US$ millions) GAAP Operating Earnings: Q2 2020 $3.4M at 1.1% margin ; Q2 2019 $25.6M at 6.1% margin USD LC Revenue Growth -27% -26% • Revenues down 26% in local currency on reduced Leasing and Capital Markets across the region • Outsourcing & Advisory revenues were flat in local currency • Adjusted EBITDA margin down on lower revenues 24.4 36.2 7.9% 8.6% Q2 2020 Q2 2019 102.4 188.2 71.6 95.1 134.9 138.0 308.9 421.4 Q2 2020 Q2 2019 Revenue Adjusted EBITDA and Margin Leasing Capital Markets Outsourcing & Advisory 6
USD LC Revenue Growth -34% -32% EMEA 7 (US$ millions) GAAP Operating Earnings: Q2 2020 ($3.3M) at (3.3%) margin; Q2 2019 $10.8M at 7.2% margin • Revenue declined in local currency on lower activity in each service line • Outsourcing & Advisory revenue impacted by delays in executing turnkey project management assignments due to the pandemic 6.3 19.0 6.3% 12.6% Q2 2020 Q2 2019 19.9 36.0 23.0 39.5 56.7 76.2 99.6 151.6 Q2 2020 Q2 2019 Revenue Adjusted EBITDA and Margin Leasing Capital Markets Outsourcing & Advisory
USD LC Revenue Growth -20% -16% Asia Pacific 8 (US$ millions) GAAP Operating Earnings: Q2 2020 $5.1M at 5.1% margin; Q2 2019 $12.5M at 10.0% margin • Revenues down 16% in local currency on lower Leasing and Capital Markets • Outsourcing & Advisory revenues were up slightly in local currency, including incremental revenues from the recent Synergy acquisition 12.3 14.2 12.2% 11.4% Q2 2020 Q2 2019 14.5 28.9 20.3 29.0 65.3 67.1 100.1 125.1 Q2 2020 Q2 2019 Revenue Adjusted EBITDA and Margin Leasing Capital Markets Outsourcing & Advisory
USD LC Revenue Growth -12% -12% Investment Management 9 (US$ millions) GAAP Operating Earnings: Q2 2020 $10.6M at 25.7% margin; Q2 2019 $12.2M at 26.1% margin • Revenue decline attributable to a $4.3 million reduction in passthrough revenue from legacy carried interest • Lower adjusted EBITDA attributable to changes in the timing of certain European transaction fees • $35.7 billion of AUM (up 2% from $35.1 billion at March 31, 2020; up 18% from $30.3 billion at June 30, 2019) 17.4 19.2 41.9% 41.0% Q2 2020 Q2 2019 41.4 46.9 Q2 2020 Q2 2019 Revenue Adjusted EBITDA and Margin
(US$ millions) Balance Sheet & Liquidity • Conservative financial profile with net debt / pro forma adjusted EBITDA leverage ratio of 1 . 5 x at June 30 , 2020 • Debt agreements permit maximum leverage ratio of 3 . 5 x • $ 608 million of unused credit under revolving credit facility maturing in April 2024 • May 2020 issuance of Convertible Notes further strengthens balance sheet (considered equity for leverage ratio) • Capital expenditures expected at $ 40 - $ 50 million for 2020 Cash $ 147.2 $ 115.0 $ 102.1 Total Debt 627.2 611.4 692.4 Net Debt $ 480.0 $ 496.4 $ 590.3 Convertible Notes 223.5 0.0 0.0 Redeemable non-controlling interests 375.1 359.2 338.4 Shareholders' equity 499.0 517.3 428.8 Total capitalization $ 1,577.6 $ 1,372.9 $ 1,357.5 Net debt / pro forma adjusted EBITDA 1.5x 1.4x 1.7x Capital Expenditures $ 19.0 $ 24.1 Acquisition Spend (1) $ 172.1 $ 40.2 Six months ended June 30, 2020 June 30, 2019 June 30, 2020 December 31, 2019 June 30, 2019 1 Includes business acquisitions, contingent acquisition consideration and purchase of non - controlling interests in subsidiaries. Highlights 10
Impact of COVID - 19 Pandemic • Working assumption previously provided updated to reflect : ( i ) better than anticipated results for the second quarter across all service lines and regions ; and (ii) the recently completed acquisitions of Colliers Mortgage and Maser Consulting • Transactional Leasing and Capital Markets revenues are expected to remain below 2019 levels, although the scale of decline should moderate in the third and fourth quarters . • Outsourcing & Advisory and Investment Management are expected to remain relatively stable for the balance of the year with some variability depending on market conditions . • Significant steps taken to adjust costs to expected revenues across all service lines, including reductions to support, administrative and leadership and related costs ; May take further cost reduction measures in future quarters . Previous Updated Add acquisitions Updated with acquisitions Revenue - 15% to - 25% - 15% to - 25% +5% - 10% to - 20% Adjusted EBITDA - 25% to - 35% - 20% to - 30% +5% - 15% to - 25% 11 Working assumption for full year 2020 (relative to 2019)
Colliers International Group Inc. First Quarter 2020 Financial Results April 28, 2020 Appendix Reconciliation of non - GAAP measures
1 3 Reconciliation of net earnings to adjusted EBITDA Appendix (US$ thousands) Net earnings $ 6,483 $ 35,575 $ 12,942 $ 41,039 Income tax 2,127 13,187 7,326 14,402 Other income, net (266) 179 (970) (322) Interest expense, net 6,179 8,257 13,763 15,476 Operating earnings 14,523 57,198 33,061 70,595 Depreciation and amortization 25,940 23,778 50,830 46,447 Gains attributable to MSRs (509) - (509) - Equity income from non-consolidated entites 414 - 969 - Acquisition-related items 3,784 5,263 6,534 9,898 Restructuring costs 13,839 275 19,307 314 Stock-based compensation expense 1,971 809 4,224 3,640 Adjusted EBITDA $ 59,962 $ 87,323 $ 114,416 $ 130,894 Three months ended Six months ended June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 13
1 4 Reconciliation of net earnings and diluted net earnings per common share to adjusted net earnings and adjusted EPS Appendix (US$ thousands) Net earnings $ 6,483 $ 35,575 $ 12,942 $ 41,039 Non-controlling interest share of earnings (4,265) (6,586) (7,642) (7,831) Interest on Convertible Notes 1,059 - 1,059 - Amortization of intangible assets 17,089 15,238 33,101 29,958 Gains attributable to MSRs (509) - (509) - Acquisition-related items 3,784 5,263 6,534 9,898 Restructuring costs 13,839 275 19,307 314 Stock-based compensation expense 1,971 809 4,224 3,640 Income tax on adjustments (7,442) (4,212) (13,247) (8,216) Non-controlling interest on adjustments (2,447) (2,346) (4,597) (4,592) Adjusted net earnings $ 29,562 $ 44,016 $ 51,172 $ 64,210 (US$) Diluted net (loss) earnings per common share $ (0.25) $ 0.60 $ (0.14) $ 0.63 Interest on Convertible Notes, net of tax 0.02 - 0.02 - Non-controlling interest redemption increment 0.30 0.13 0.27 0.20 Amortization expense, net of tax 0.25 0.23 0.49 0.46 Gains attributable to MSRs, net of tax (0.01) - (0.01) - Acquisition-related items 0.10 0.12 0.17 0.22 Restructuring costs, net of tax 0.24 - 0.35 0.01 Stock-based compensation expense, net of tax 0.05 0.02 0.10 0.09 Adjusted EPS $ 0.70 $ 1.10 $ 1.25 $ 1.61 Diluted weighted average shares for Adjusted EPS (thousands) 41,901 39,954 41,021 39,887 Three months ended Six months ended June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 Three months ended Six months ended June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 14 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.