Equibles

6-K

Colliers International Group Inc. (CIGI)

6-K 2024-11-08 For: 2024-11-08
View Original
Added on April 07, 2026

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: November 2024

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 ☒

Exhibit 99.1 of this Form 6-K shall be incorporated by reference as an exhibit to the registrant’s registration statement on Form F-10 (File No. 333-277184).

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

COLLIERS INTERNATIONAL GROUP INC.
Date: November 8, 2024 /s/ Christian Mayer
Name: Christian Mayer
Title: Chief Financial Officer 
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EXHIBIT INDEX

Exhibit Description of Exhibit
99.1 Interim consolidated financial statements and management’s discussion & analysis for the three-month and nine-month periods ended September 30, 2024.

Exhibit 99.1

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Colliers International Group Inc.

Consolidated Statements of Earnings (Loss)

(Unaudited)

(in thousands of US dollars, except per share amounts)

Three months Nine months
ended September 30 ended September 30
2024 2023 2024 2023
Revenues (note 18) $ 1,179,059 $ 1,056,032 $ 3,320,407 $ 3,099,973
Cost of revenues (exclusive of depreciation and
amortization shown below) 712,044 638,659 2,005,351 1,865,569
Selling, general and administrative expenses 322,136 279,945 925,030 858,866
Depreciation 17,847 13,677 48,729 39,790
Amortization of intangible assets 38,226 37,486 107,697 111,659
Acquisition-related items (note 6) (20,931 ) 15,366 (34,212 ) 53,502
Loss on disposal of operations - - - 2,282
Operating earnings 109,737 70,899 267,812 168,305
Interest expense, net 23,350 24,228 62,598 71,730
Equity earnings from non-consolidated investments (4,008 ) (685 ) (5,240 ) (4,371 )
Other income (113 ) (116 ) (464 ) (636 )
Earnings before income tax 90,508 47,472 210,918 101,582
Income tax expense (note 15) 21,131 18,096 55,478 38,112
Net earnings 69,377 29,376 155,440 63,470
Non-controlling interest share of earnings 14,929 14,210 35,074 38,967
Non-controlling interest redemption increment (note 12) 17,221 (9,947 ) 33,758 26,393
Net earnings (loss) attributable to Company $ 37,227 $ 25,113 $ 86,608 $ (1,890 )
Net earnings (loss) per common share (note 13)
Basic $ 0.74 $ 0.53 $ 1.74 $ (0.04 )
Diluted $ 0.73 $ 0.53 $ 1.73 $ (0.04 )

The accompanying notes are an integral part of these interim consolidated financial statements.

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Colliers International Group Inc.

Consolidated Statements of Comprehensive Earnings (Loss)

(Unaudited)

(in thousands of US dollars)

Three months Nine months
ended September 30 ended September 30
2024 2023 2024 2023
Net earnings $ 69,377 $ 29,376 $ 155,440 $ 63,470
Other comprehensive earnings (loss), net of tax:
Change in foreign currency translation 6,850 (3,056 ) (873 ) (5,890 )
Reclassification of accumulated foreign currency translation
on disposal of operations - - - 541
Unrealized gain (loss) on interest rate swaps (11,804 ) 4,103 (4,285 ) 8,638
Unrealized gain on available for sale securities 190 - 204 -
Pension liability adjustments - (26 ) - (283 )
Total other comprehensive gain (loss), net of tax (4,764 ) 1,021 (4,954 ) 3,006
Comprehensive earnings 64,613 30,397 150,486 66,476
Less: Comprehensive earnings attributable to non-controlling interests 23,644 8,635 66,943 69,149
Comprehensive earnings (loss) attributable to Company $ 40,969 $ 21,762 $ 83,543 $ (2,673 )

The accompanying notes are an integral part of these interim consolidated financial statements.

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Colliers International Group Inc.

Consolidated Balance Sheets

(Unaudited)

(in thousands of US dollars)

December 31, 2023
Assets
Current assets
Cash and cash equivalents 156,984 $ 181,134
Restricted cash 88,274 37,941
Accounts receivable, net of allowance of 31,034 (December 31, 2023 - 36,382) 694,527 643,375
Contract assets (note 18) 190,457 83,389
Mortgage warehouse receivables (note 16) 135,915 177,104
Income tax recoverable 31,719 48,104
Prepaid expenses and other current assets (note 16) 323,856 258,725
Warehouse fund assets (note 5) 108,781 44,492
1,730,513 1,474,264
Other receivables 11,571 11,857
Contract assets (note 18) 24,704 19,691
Other assets 183,675 157,197
Warehouse fund assets (note 5) 52,564 47,536
Fixed assets 230,434 202,837
Operating lease right-of-use assets 394,478 390,565
Deferred tax assets, net 69,816 59,468
Intangible assets (note 7) 1,218,093 1,080,471
Goodwill 2,323,522 2,038,240
4,508,857 4,007,862
6,239,370 $ 5,482,126
Liabilities and shareholders' equity
Current liabilities
Accounts payable and accrued expenses 523,980 $ 535,769
Accrued compensation 548,492 569,166
Income tax payable 18,199 16,527
Contract liabilities (note 18) 65,998 45,293
Long-term debt - current (note 8) 15,683 1,796
Contingent acquisition consideration - current (note 16) 28,214 13,944
Mortgage warehouse credit facilities (note 9) 128,944 168,780
Operating lease liabilities 92,699 89,938
Liabilities related to warehouse fund assets (note 5) 57,554 -
1,479,763 1,441,213
Long-term debt (note 8) 1,788,686 1,500,843
Contingent acquisition consideration (note 16) 9,708 30,768
Operating lease liabilities 379,457 375,454
Other liabilities 121,670 120,565
Deferred tax liabilities, net 82,440 43,191
Liabilities related to warehouse fund assets (note 5) - 47,536
2,381,961 2,118,357
Redeemable non-controlling interests (note 12) 1,122,084 1,072,066
Shareholders' equity
Common shares 1,452,285 1,127,034
Contributed surplus 128,746 123,394
Deficit (253,800 ) (332,866 )
Accumulated other comprehensive loss (72,636 ) (69,571 )
Total Company shareholders' equity 1,254,595 847,991
Non-controlling interests 967 2,499
Total shareholders' equity 1,255,562 850,490
6,239,370 $ 5,482,126
Commitments and contingencies and subsequent events (note 17 and note 20)

All values are in US Dollars.

The accompanying notes are an integral part of these interim consolidated financial statements.

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Colliers International Group Inc.

Consolidated Statements of Shareholders' Equity

(Unaudited)

(in thousands of US dollars, except share information)

Nine months ended September 30, 2024
Common shares Accumulated
Issued and other Non- Total
outstanding Contributed comprehensive controlling shareholders'
shares Amount surplus Deficit loss interests equity
Balance, December 31, 2023 47,549,376 $ 1,127,034 $ 123,394 $ (332,866 ) $ (69,571 ) $ 2,499 $ 850,490
Net earnings - - - 155,440 - - 155,440
Unrealized gain on investments - - - - 204 - 204
Foreign currency translation loss - - - - (873 ) - (873 )
Unrealized loss on interest rate
swaps, net of tax - - - - (4,285 ) - (4,285 )
Other comprehensive earnings
attributable to NCI - - - - 1,889 78 1,967
NCI share of earnings - - - (35,074 ) - 162 (34,912 )
NCI redemption increment (note 12) - - - (33,758 ) - - (33,758 )
Distributions to NCI - - - - - (49 ) (49 )
Subsidiaries’ equity transactions - - (7,154 ) - - (1,723 ) (8,877 )
Subordinate Voting Shares:
Stock option expense (note 14) - - 20,947 - - - 20,947
Stock options exercised (note 14) 411,475 38,327 (8,441 ) - - - 29,886
Dividends - - - (7,542 ) - - (7,542 )
Issuance of Subordinate
Voting Shares (note 13) 2,479,500 286,924 - - - - 286,924
Balance, September 30, 2024 50,440,351 $ 1,452,285 $ 128,746 $ (253,800 ) $ (72,636 ) $ 967 $ 1,255,562
Three months ended September 30, 2024
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Common shares Accumulated
Issued and other Non- Total
outstanding Contributed comprehensive controlling shareholders'
shares Amount surplus Deficit loss interests equity
Balance, June 30, 2024 50,276,876 $ 1,436,285 $ 125,442 $ (291,027 ) $ (76,378 ) $ 938 $ 1,195,260
Net earnings - - - 69,377 - - 69,377
Unrealized gain on investments - - - - 190 - 190
Foreign currency translation gain - - - - 6,850 - 6,850
Unrealized loss on interest rate
swaps, net of tax - - - - (11,804 ) - (11,804 )
Other comprehensive earnings
attributable to NCI - - - - 8,506 27 8,533
NCI share of earnings - - - (14,929 ) - 37 (14,892 )
NCI redemption increment (note 12) - - - (17,221 ) - - (17,221 )
Distributions to NCI - - - - - (35 ) (35 )
Subordinate Voting Shares:
Stock option expense (note 14) - - 6,813 - - - 6,813
Stock options exercised (note 14) 163,475 16,000 (3,509 ) - - - 12,491
Balance, September 30, 2024 50,440,351 $ 1,452,285 $ 128,746 $ (253,800 ) $ (72,636 ) $ 967 $ 1,255,562 
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Colliers International Group Inc.

Consolidated Statements of Shareholders' Equity

(Unaudited)

(in thousands of US dollars, except share information)

Nine months ended September 30, 2023
Common shares Accumulated
Issued and other Non- Total
outstanding Contributed comprehensive controlling shareholders'
shares Amount surplus Deficit loss interests equity
Balance, December 31, 2022 42,933,156 $ 845,680 $ 104,504 $ (384,199 ) $ (76,288 ) $ 3,677 $ 493,374
Net earnings - - - 63,470 - - 63,470
Pension liability adjustment,
net of tax - - - - (283 ) - (283 )
Foreign currency translation loss - - - - (5,890 ) - (5,890 )
Unrealized gain on interest rate
swaps, net of tax - - - - 8,638 - 8,638
Other comprehensive earnings
attributable to NCI - - - - (3,789 ) (16 ) (3,805 )
NCI share of earnings - - - (38,967 ) - 2,381 (36,586 )
NCI redemption increment (note 12) - - - (26,393 ) - - (26,393 )
Distributions to NCI - - - - - (1,107 ) (1,107 )
Disposal of businesses, net - - - - - (44 ) (44 )
Reclass to net earnings on disposal
of operations - - - - 541 (1,210 ) (669 )
Subsidiaries’ equity transactions - - 3,129 - - - 3,129
Subordinate Voting Shares:
Convertible Notes redemption 4,015,720 227,101 - - - - 227,101
Stock option expense (note 14) - - 16,726 - - - 16,726
Stock options exercised 338,875 29,668 (6,665 ) - - - 23,003
Dividends - - - (7,077 ) - - (7,077 )
Balance, September 30, 2023 47,287,751 $ 1,102,449 $ 117,694 $ (393,166 ) $ (77,071 ) $ 3,681 $ 753,587
Three months ended September 30, 2023
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Common shares Accumulated
Issued and other Non- Total
outstanding Contributed comprehensive controlling shareholders'
shares Amount surplus Deficit loss interests equity
Balance, June 30, 2023 47,179,376 $ 1,092,843 $ 112,707 $ (418,279 ) $ (73,720 ) $ 3,385 $ 716,936
Net earnings - - - 29,376 - - 29,376
Pension liability adjustment,
net of tax - - - - (26 ) - (26 )
Foreign currency translation loss - - - - (3,056 ) - (3,056 )
Unrealized gain on interest rate
swaps, net of tax - - - - 4,103 - 4,103
Other comprehensive earnings
attributable to NCI - - - - (4,372 ) (293 ) (4,665 )
NCI share of earnings - - - (14,210 ) - 715 (13,495 )
NCI redemption increment (note 12) - - - 9,947 - - 9,947
Distributions to NCI - - - - - (114 ) (114 )
Disposal of businesses, net - - - - - (12 ) (12 )
Subsidiaries’ equity transactions - - 1,648 - - - 1,648
Subordinate Voting Shares:
Stock option expense (note 14) - - 5,513 - - - 5,513
Stock options exercised 108,375 9,606 (2,174 ) - - - 7,432
Balance, September 30, 2023 47,287,751 $ 1,102,449 $ 117,694 $ (393,166 ) $ (77,071 ) $ 3,681 $ 753,587 
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Colliers International Group Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands of US dollars)

Three months Nine months
ended September 30 ended September 30
2024 2023 2024 2023
Cash provided by (used in)
Operating activities
Net earnings $ 69,377 $ 29,376 $ 155,440 $ 63,470
Items not affecting cash:
Depreciation and amortization 56,073 51,163 156,426 151,449
Loss on disposal of operations - - - 2,282
Gains attributable to mortgage servicing rights (6,151 ) (3,199 ) (11,178 ) (12,286 )
Gains attributable to the fair value of mortgage
premiums and origination fees (3,601 ) (2,887 ) (9,224 ) (10,913 )
Deferred tax (6,528 ) 1,458 (13,923 ) (20,446 )
Equity earnings from non-consolidated investments (4,008 ) (685 ) (5,240 ) (4,371 )
Stock option expense (note 14) 6,813 5,513 20,947 16,726
Amortization of advisor loans 11,067 8,384 31,161 24,268
Contingent consideration (note 6) (28,891 ) 11,202 (53,816 ) 43,451
Other 347 4,141 7,424 15,002
Increase in accounts receivable, prepaid expenses and other assets (69,942 ) (76,551 ) (164,231 ) (133,276 )
Increase (decrease) in accounts payable, accrued expenses and other liabilities 41,027 (6,539 ) 38,125 (6,082 )
Increase (decrease) in accrued compensation 38,569 28,442 (48,449 ) (125,188 )
Contingent acquisition consideration paid (69 ) (35,655 ) (3,107 ) (38,646 )
Proceeds received on sale of mortgage loans 254,549 235,197 715,109 839,269
Principal funded on originated mortgage loans (247,033 ) (208,533 ) (664,490 ) (849,257 )
Increase (decrease) in mortgage warehouse credit facilities (3,925 ) (21,700 ) (39,836 ) 24,022
Sales to (repurchases from) AR Facility, net (note 10) (546 ) 23,026 (436 ) 29,084
Net cash provided by operating activities 107,128 42,153 110,702 8,558
Investing activities
Acquisitions of businesses, net of cash acquired (note 4) (454,638 ) (1,597 ) (472,410 ) (61,295 )
Purchases of fixed assets (16,158 ) (19,349 ) (45,511 ) (60,411 )
Advisor loans issued (11,665 ) (23,389 ) (51,560 ) (58,947 )
Purchases of warehouse fund assets (15,676 ) (8,989 ) (273,019 ) (49,565 )
Proceeds from disposal of warehouse fund assets - 6,369 76,438 50,369
Collections of AR facility deferred purchase price (note 10) 32,957 31,896 101,805 91,207
Other investing activities (31,853 ) 5,136 (50,091 ) 11,151
Net cash used in investing activities (497,033 ) (9,923 ) (714,348 ) (77,491 )
Financing activities
Increase in long-term debt 700,036 144,953 1,340,732 724,735
Repayment of long-term debt (281,829 ) (154,796 ) (921,049 ) (514,910 )
Issuance of subordinate voting shares (note 13) - - 286,924 -
Purchases of non-controlling interests' subsidiary shares, net (8,052 ) (8,256 ) (17,789 ) (24,589 )
Contingent acquisition consideration paid (111 ) (13,274 ) (111 ) (14,356 )
Proceeds received on exercise of stock options 11,128 7,432 28,524 23,003
Dividends paid to common shareholders (7,542 ) (7,077 ) (14,674 ) (13,517 )
Distributions paid to non-controlling interests (17,475 ) (16,702 ) (66,302 ) (67,822 )
Other financing activities (14 ) (50 ) (317 ) (902 )
Net cash provided by (used in) financing activities 396,141 (47,770 ) 635,938 111,642
Effect of exchange rate changes on cash, cash equivalents and restricted cash (1,663 ) (3,447 ) (6,109 ) (3,160 ) 
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Colliers International Group Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(in thousands of US dollars)

Three months Nine months
ended September 30 ended September 30
2024 2023 2024 2023
Net change in cash, cash equivalents and restricted cash 4,573 (18,987 ) 26,183 39,549
Cash, cash equivalents and restricted cash, beginning of period 240,685 257,578 219,075 199,042
Cash, cash equivalents and restricted cash, end of period $ 245,258 $ 238,591 $ 245,258 $ 238,591

The accompanying notes are an integral part of these interim consolidated financial statements.

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Colliers International Group Inc.

Notes to Consolidated Financial Statements

(unaudited)

(in thousands of US dollars, except share and per shareamounts)

1. Description of the business

Colliers International Group Inc. (“Colliers” or the “Company”) provides commercial real estate professional services and investment management to corporate and institutional clients in 34 countries around the world (70 countries including affiliates and franchisees). Colliers’ primary service lines are Outsourcing, Engineering, Investment Management (“IM”), Leasing and Capital Markets. Operationally, Colliers is organized into three distinct segments: Real Estate Services, Engineering and Investment Management. Refer to Note 2 for additional information on a change in the Company’s reporting segments.

2. Summary of presentation

These unaudited Interim Consolidated Financial Statements (the “Financial Statements”) have been prepared by the Company in accordance with disclosure requirements for the presentation of interim financial information. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America have been condensed or omitted in accordance with such disclosure requirements. These Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023.

These Financial Statements follow the same accounting policies as the most recent audited consolidated financial statements, except as noted in Note 3 and the following:

Revised operating segments

The acquisition of Englobe on July 29, 2024 resulted in an operational change whereby the increased scale of Colliers’ engineering and project management capabilities resulted in a reassessment of the basis for capital allocation and evaluation of operating segments. The Company has realigned its segment reporting to reflect the overall business based on the new operational structure which focuses on Real Estate Services, Engineering, and Investment Management.

Revenue

Services under Engineering include engineering & design (“E&D”) services which consist of multidisciplinary planning, consulting and design engineering services to multiple end-markets and project management services which include design and construction management, move management and consulting.

Leasing and Capital Markets revenue remain unchanged and are grouped under Real Estate Services segment. Within Real Estate Services, Outsourcing services include property management, valuation and advisory, loan servicing and other revenues. In addition, some other services that are complementary to Real Estate Services which were previously included in the E&D and project management revenue line have been recast as other under Real Estate Services.

Investment management revenues continue to be classified under the Investment Management segment.

Goodwill

In conjunction with the new organizational structure described above, the Company reassessed its reporting units and reassigned goodwill to reflect the new segment structure using a relative fair value approach. Goodwill allocation to the Investment Management reporting unit remains unchanged. The change in reporting units is considered a triggering event requiring testing of goodwill for impairment. Colliers conducted two impairment tests, one under the previous reporting segment structure and one under the new structure. The goodwill impairment testing was a quantitative test using the discounted cash flow (“DCF”) method and the analysis indicated that no impairment existed as the estimated fair value of each reporting unit exceeded its carrying value for both tests.

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The operating segment change impacts the presentation in Note 18 and Note 19 without any impact on the consolidated balance sheet, consolidated statement of earnings or the consolidated statement of cash flows. Prior year comparatives resulting from operating segment changes have been recast to improve comparability with 2023. In the opinion of management, the Financial Statements contain all adjustments necessary to a fair statement of the financial position of the Company as at September 30, 2024 and the results of operations and its cash flows for the three and nine months ended September 30, 2024 and 2023. All such adjustments are of a normal recurring nature. The results of operations for the nine-month period ended September 30, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2024.

3. Impact of recently issued accounting standards

Recently adopted accounting guidance

Reference Rate Reform

The FASB has issued three ASUs related to reference rate reform. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of ReferenceRate Reform on Financial Reporting and in January 2021 the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope. With reference rates like the various tenors of the London Interbank Offered Rates (“LIBOR”) being discontinued between December 31, 2021 and June 30, 2023, a significant volume of contracts and other arrangements will be impacted by the transition required to alternative reference rates. The ASUs provides optional expedients and exceptions to reduce the costs and complexity of applying existing GAAP to contract modifications and hedge accounting if certain criteria are met. The standard is effective for a limited time for all entities through December 31, 2022. In December 2022, FASB issued ASU No. 2022-06 Reference Rate Reform (Topic 848): Deferral of the SunsetDate of Topic 848, with immediate effect, to defer the sunset date from December 31, 2022 to December 31, 2024, after which the entities will no longer be permitted to apply the relief in Topic 848. The Company has certain debt arrangements which may qualify for use of the practical expedients permitted under the guidance. The Company has evaluated and will continue to evaluate arrangements subject to rate reform and the options under the ASUs to facilitate an orderly transition to alternative reference rates and their potential impacts on its consolidated financial statements and disclosures.

Recently issued accounting guidance, not yetadopted

Improvements to Reportable Segment Disclosures

In November 2023, FASB issued ASU No. 2023-07 Improvements to Reportable Segment Disclosures. The amendments in this update improve financial reporting by requiring disclosure of incremental segment information on an interim and annual basis, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted with retrospective application to all prior periods presented in the financial statements. The Company is currently assessing the impacts of this ASU on its disclosures for the year ended December 31, 2024.

Improvements to Income Tax Disclosures

In December 2023, FASB issued ASU No. 2023-09 Improvements to Income Tax Disclosures. The amendments in this update encourage transparency in income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. The amendments are effective for annual periods beginning after December 15, 2024 with early adoption permitted and should be applied on a prospective basis, however, retrospective application is permitted. The Company is currently assessing the impacts of this ASU on its disclosures.

4. Acquisitions

During the nine months ended September 30, 2024, the Company acquired controlling interests in three businesses, one in Real Estate Services and two in Engineering.

Real Estate Services

In April 2024, the Company acquired Lanard & Axilbund, LLC, a commercial real estate services firm in the United States.

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Engineering

In July 2024, the Company acquired Phase Zero Design Corporation, an engineering and design firm in the United States.

In August 2024, the Company acquired an 89% interest in Englobe Corp., an engineering, environmental and inspection services firm with approximately 2,800 professionals operating in 71 locations and nine provinces across Canada.

As of September 30, 2024, the Company has not completed its analysis to assign fair values to all identifiable tangible and intangible assets acquired in 2024 and, therefore, the purchase price allocations for the acquired businesses are provisional and subject to change within the respective measurement period which will not extend beyond one year from the acquisition date. The acquisition date fair values of consideration transferred and the preliminary purchase price allocations are summarized as follows:

Englobe Other Aggregate <br><br>Acquisitions
Current assets, excluding cash $ 112,014 $ 14,712 $ 126,726
Non-current assets 53,487 4,488 57,975
Current liabilities 75,288 6,477 81,765
Long-term liabilities 67,678 584 68,262
$ 22,535 $ 12,139 $ 34,674
Cash consideration, net of cash acquired of $26,930 $ 449,471 $ 22,939 $ 472,410
Acquisition date fair value of contingent consideration - 4,753 4,753
Total purchase consideration $ 449,471 $ 27,692 $ 477,163
Acquired intangible assets (note 7)
Finite life $ 217,816 $ 8,428 $ 226,244
Goodwill $ 266,600 $ 7,125 $ 273,725
Redeemable non-controlling interest (note 12) $ 57,480 $ - $ 57,480

During the nine months ended September 30, 2024, the Company made no significant adjustments to its purchase consideration for acquisitions completed in 2023.

The purchase price allocation of acquisitions result in the recognition of goodwill. The primary factors contributing to goodwill acquired in the nine months ended September 30, 2024 are assembled workforces, synergies with existing operations and future growth prospects. Specifically, the synergies in the Company’s acquisitions primarily relate to diversifying the Company’s client base and service offerings, cross-sell opportunities, increasing market share, and geographic expansion. Future growth prospects in the acquired businesses are consistent with long-term growth trends in the commercial real estate services and asset management industries. For acquisitions completed during the nine months ended September 30, 2024, goodwill in the amount of $20,431 is deductible for income tax purposes (December 31, 2023 - $22,168).

2023 acquisitions

During the year ended December 31, 2023, the Company acquired controlling interests in three Engineering businesses. The acquisition date fair value of consideration transferred consisted of $60,343 in cash (net of cash acquired of $7,278).

Contingent acquisition consideration

The Company typically structures its business acquisitions to include contingent consideration. Certain vendors, at the time of acquisition, are entitled to receive a contingent consideration payment if the acquired businesses achieve specified earnings levels during the one- to five-year periods following the dates of acquisition. The ultimate amount of payment is determined based on a formula, the key inputs to which are (i) a contractually agreed maximum payment; (ii) a contractually specified earnings level and (iii) the actual earnings for the contingency period. If the acquired business does not achieve the specified earnings level, the maximum payment is reduced for any shortfall, potentially to nil.

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Unless it contains an element of compensation, contingent consideration is recorded at fair value each reporting period. The fair value recorded on the consolidated balance sheet as at September 30, 2024, was $37,922 (December 31, 2023 - $44,712). See note 16 for discussion on the fair value of contingent consideration. Contingent consideration where the seller is required to remain employed to be entitled to payment is considered to have a compensatory element and is revalued at each reporting period and recognized on a straight-line basis over the term of the contingent consideration arrangement. The liability recorded on the balance sheet for the compensatory element of contingent consideration arrangements as at September 30, 2024, was $45,186 (December 31, 2023 - $90,480). The estimated range of outcomes (undiscounted) for all contingent consideration arrangements, including those with an element of compensation is determined based on the likelihood of achieving specified earnings levels over the contingency period, and ranges from $267,089 to a maximum of $415,088. These contingencies will expire during the period extending to March 2029.

5. Warehouse fund assets

During the nine months ended September 30, 2024, the Company acquired two land assets in the US, infrastructure debt and equity securities and real estate assets in relation to seeding new funds. In addition, the Company sold three assets which were held at December 31, 2023. There were no significant earnings recognized in the three or nine months ended September 30, 2024 related to warehouse fund assets.

There was no significant impact on net earnings related to warehouse fund assets in the three and nine months ended September 30, 2024, or 2023.

The following table summarizes the warehouse fund assets:

September 30, December 31,
2024 2023
Warehouse fund assets
Warehouse fund assets $ 108,781 $ 44,492
Warehouse fund assets - non-current $ 52,564 $ 47,536
Total warehouse fund assets $ 161,345 $ 92,028
Liabilities related to warehouse fund assets
Liabilities related to warehouse fund assets $ 57,554 $ -
Liabilities related to warehouse fund assets - non-current $ - $ 47,536
Total liabilities related to warehouse fund assets $ 57,554 $ 47,536
Net warehouse fund assets $ 103,791 $ 44,492
6. Acquisition-related items
--- ---
Three months ended Nine months ended
--- --- --- --- --- --- --- --- --- --- --- --- ---
September 30 September 30
2024 2023 2024 2023
Transaction costs $ 7,959 $ 4,164 $ 19,604 $ 10,050
Contingent consideration fair value adjustments (note 16) (5,565 ) (7,023 ) (11,629 ) (4,339 )
Contingent consideration compensation expense (note 4) (23,325 ) 18,225 (42,187 ) 47,791
$ (20,931 ) $ 15,366 $ (34,212 ) $ 53,502 
| Page **13** of **25** |

| --- | | 7. | Intangible assets | | --- | --- |

The following table summarizes the gross value, accumulated amortization and net carrying value of the Company’s indefinite life and finite life intangible assets:

Gross
carrying Accumulated
September 30, 2024 amount amortization Net
Indefinite life intangible assets:
Licenses $ 29,200 $ - $ 29,200
Trademarks and trade names 23,432 - 23,432
$ 52,632 $ - $ 52,632
Finite life intangible assets:
Customer lists and relationships $ 908,970 $ 264,106 $ 644,864
Investment management contracts 592,269 220,104 372,165
Mortgage servicing rights ("MSRs") 201,569 97,068 104,501
Trademarks and trade names 29,508 9,539 19,969
Management contracts and other 16,618 10,531 6,087
Backlog 22,944 5,069 17,875
$ 1,771,878 $ 606,417 $ 1,165,461
$ 1,824,510 $ 606,417 $ 1,218,093
Gross
--- --- --- --- --- --- ---
carrying Accumulated
December 31, 2023 amount amortization Net
Indefinite life intangible assets:
Licenses $ 29,200 $ - $ 29,200
Trademarks and trade names 23,408 - 23,408
$ 52,608 $ - $ 52,608
Finite life intangible assets:
Customer lists and relationships $ 707,355 $ 218,435 $ 488,920
Investment management contracts 591,826 181,653 410,173
Mortgage servicing rights ("MSRs") 188,489 84,058 104,431
Trademarks and trade names 27,563 7,486 20,077
Management contracts and other 13,893 10,547 3,346
Backlog 6,349 5,433 916
$ 1,535,475 $ 507,612 $ 1,027,863
$ 1,588,083 $ 507,612 $ 1,080,471

The MSR assets are evaluated quarterly for impairment by stratifying the servicing portfolio according to predominant risk characteristics, primarily investor type and interest rate. An impairment is recorded if the carrying value of an individual stratum exceeds its estimated fair value. There was no impairment recorded for the nine-month period ended September 30, 2024, or 2023.

| Page **14** of **25** |

| --- |

The following table summarizes activity related to the Company’s mortgage servicing rights for the year ended September 30, 2024:

2024
Balance, January 1 $ 104,431
Additions, following the sale of loan 13,080
Amortization (10,990 )
Prepayments and write-offs (2,020 )
Balance, September 30 $ 104,501

The following is the estimated future expense for amortization of the finite life intangible assets for each of the next five years and thereafter:

For the year ended December 31, MSRs Other <br><br>Intangibles Total
2024 (remaining three months) $ 3,464 $ 36,536 $ 40,000
2025 12,613 128,375 140,988
2026 11,808 112,755 124,563
2027 11,008 105,568 116,576
2028 10,190 98,678 108,868
Thereafter 55,418 579,048 634,466
$ 104,501 $ 1,060,960 $ 1,165,461
8. Long-term debt
--- ---

On April 28, 2023, the Company increased the multi-currency, sustainability-linked senior unsecured revolving credit facility (the “Revolving Credit Facility”) by $250,000 from $1,500,000 to $1,750,000 as per the terms of the agreement. The Revolving Credit Facility has a 5-year term ending May 27, 2027, and bears interest at an applicable margin of 1.125% to 2.5% over floating reference rates, depending on financial leverage ratios. The applicable margin may be adjusted, annually, plus or minus 0.05% subject to achieving certain sustainability metrics. For the three-month period ended September 30, 2024, the weighted average interest rate on borrowings under the Revolving Credit Facility was 6.6% (2023 – 6.9%). The Revolving Credit Facility had $514,560 of available undrawn credit as at September 30, 2024 ($759,358 as at December 31, 2023). As at September 30, 2024, letters of credit in the amount of $18,225 were outstanding against the Revolving Credit Facility ($13,532 as at December 31, 2023). The Revolving Credit Facility requires a commitment fee of 0.11% to 0.35% of the unused portion, depending on financial leverage ratios.

The Company has outstanding senior unsecured notes with a carrying value of $521,951. A summary of the unsecured senior notes is provided in the table below:

Maturity Interest
Term Date Carrying Value Rate
Senior Notes due 2028 - €210,000 10-year May 30, 2028 $ 233,526 2.23 %
Senior Notes due 2031 - €125,000 10-year October 7, 2031 138,988 1.52 %
Senior Notes due 2031 - $150,000 10-year October 7, 2031 149,437 3.02 %
$ 521,951

The Senior Notes due 2028 and the Senior Notes due 2031 are each held by a group of institutional investors.

The Revolving Credit Facility, Senior Notes due 2028, and Senior Notes due 2031 rank equally in terms of seniority and have similar financial covenants, including leverage and interest coverage. The Company was in compliance with all covenants as of September 30, 2024. The Company is limited from undertaking certain mergers, acquisitions and dispositions without prior approval.

| Page **15** of **25** |

| --- | | 9. | Mortgage warehouse credit facilities | | --- | --- |

The following table summarizes the Company’s mortgage warehouse credit facilities:

September 30, 2024 December 31, 2023
Current Maximum Carrying Maximum Carrying
Maturity Capacity Value Capacity Value
Facility A - SOFR plus 1.40% October 16, 2025 $ 275,000 $ 128,944 $ 275,000 $ 168,780
Facility B - SOFR plus 1.45% On demand 125,000 - 125,000 -
$ 400,000 $ 128,944 $ 400,000 $ 168,780

Colliers Mortgage LLC (“Colliers Mortgage”) has warehouse credit facilities which are used exclusively for the purpose of funding warehouse mortgages receivable. The mortgage warehouse credit facilities are recourse only to Colliers Mortgage, are revolving and are secured by warehouse mortgages financed on the facilities.

On October 17, 2024, the Company amended the financing agreement for Facility A to extend the maturity date to October 16, 2025.

10. AR Facility

In 2019, the Company entered into a structured accounts receivable facility (the “AR Facility”). Under the AR Facility, certain of the Company's subsidiaries continuously sell trade accounts receivable and contract assets (the “Receivables”) to wholly owned special purpose entities at fair market value. The special purpose entities in turn sell the Receivables to a third-party financial institution (the “Purchaser”).

On June 26, 2024, the Company renewed its AR Facility with two third-party financial institutions, with a term extending to December 29, 2025 and a capacity of $200,000. As of September 30, 2024, the Company’s draw under the AR Facility was $199,978.

All transactions under the AR Facility are accounted for as a true sale in accordance with ASC 860, Transfers and Servicing (“ASC 860”). Following the sale of the Receivables to the Purchaser, the Receivables are legally isolated from the Company and its wholly owned special purpose entities. The AR Facility is recorded as a sale of accounts receivable, and accordingly sold receivables are derecognized from the consolidated balance sheet. The Company continues to service, administer and collect the Receivables on behalf of the Purchaser, and recognizes a servicing liability in accordance with ASC 860. The Company has elected the amortization method for subsequent measurement of the servicing liability, which is assessed for changes in the obligation at each reporting date. As of September 30, 2024, the servicing liability was nil.

Under the AR Facility, the Company receives a cash payment and a deferred purchase price (“Deferred Purchase Price” or “DPP”) for sold Receivables. The DPP is paid to the Company in cash on behalf of the Purchaser as the Receivables are collected; however, due to the revolving nature of the AR Facility, cash collected from the Company's customers is reinvested by the Purchaser monthly in new Receivable purchases under the AR Facility. As at September 30, 2024, the DPP was $118,863 (December 31, 2023 - $107,743) and was included in Prepaid expenses and other current assets on the Consolidated Balance Sheets. For the nine months ending September 30, 2024, Receivables sold under the AR Facility were $1,257,644 and cash collections from customers on Receivables sold were $1,251,577, all of which were reinvested in new Receivables purchases and are included in cash flows from operating activities in the consolidated statement of cash flows. As of September 30, 2024, the outstanding principal on trade accounts receivable, net of expected credit losses, sold under the AR Facility was $198,381; and the outstanding principal on contract assets, current and non-current, sold under the AR Facility was $151,182. See note 16 for fair value information on the DPP.

For the nine months ended September 30, 2024, the Company recognized a loss related to Receivables sold of $244 (2023 - $33 gain) that was recorded in other income in the consolidated statement of earnings. Based on the Company’s collection history, the fair value of the Receivables sold subsequent to the initial sale approximates carrying value.

The non-cash investing activities associated with the DPP for the nine months ended September 30, 2024, were $113,476.

| Page **16** of **25** |

| --- | | 11. | Variable interest entities | | --- | --- |

The Company holds variable interests in certain Variable Interest Entities (“VIE”) in its Investment Management segment which are not consolidated as it was determined that the Company is not the primary beneficiary. The Company’s involvement with these entities is in the form of advisory fee arrangements and equity co-investments (typically 1%-2%). Equity co-investments are included in Other non-current assets on the consolidated balance sheets.

The following table provides the maximum exposure to loss related to these non-consolidated VIEs:

September 30, December 31,
2024 2023
Non-consolidated investments $ 48,088 $ 29,631
Co-investment commitments 46,769 42,395
Maximum exposure to loss $ 94,857 $ 72,026
12. Redeemable non-controlling interests
--- ---

The minority equity positions in the Company’s subsidiaries are referred to as redeemable non-controlling interests (“RNCI”). The RNCI are considered to be redeemable securities. Accordingly, the RNCI is recorded at the greater of (i) the redemption amount or (ii) the amount initially recorded as RNCI at the date of inception of the minority equity position. This amount is recorded in the “mezzanine” section of the balance sheet, outside of shareholders’ equity. Changes in the RNCI amount are recognized immediately as they occur. The following table provides a reconciliation of the beginning and ending RNCI amounts:

2024
Balance, January 1 $ 1,072,066
RNCI share of earnings 34,912
RNCI redemption increment 33,758
Distributions paid to RNCI (66,548 )
Purchase of interests from RNCI (12,110 )
Sale of interests to RNCI 3,149
RNCI recognized on business acquisitions 57,480
RNCI recognized on warehouse fund assets (note 5) 48,877
RNCI derecognized on warehouse fund assets (note 5) (49,500 )
Balance, September 30 $ 1,122,084

The Company has shareholders’ agreements in place at each of its non-wholly owned subsidiaries. These agreements allow the Company to “call” the RNCI at a price determined with the use of a formula price, which is usually equal to a fixed multiple of average annual net earnings before income taxes, interest, depreciation, and amortization. The agreements also have redemption features which allow the owners of the RNCI to “put” their equity to the Company at the same price subject to certain limitations. The formula price is referred to as the redemption amount and may be paid in cash or in Subordinate Voting Shares. The redemption amount as of September 30, 2024, was $932,495 (December 31, 2023 - $943,235). The redemption amount is lower than that recorded on the balance sheet as the formula price of certain RNCI are lower than the amount initially recorded at the inception of the minority equity position. If all put or call options were settled with Subordinate Voting Shares as at September 30, 2024, approximately 6,400,000 such shares would be issued.

Increases or decreases to the formula price of the underlying shares are recognized in the statement of earnings as the NCI redemption increment.

| Page **17** of **25** |

| --- | | 13. | Net earnings per common share | | --- | --- |

Stock options were anti-dilutive for the nine-month period ended September 30, 2023 and dilutive for the three-month period ended September 30, 2023 and the three and nine-month periods ended September 30, 2024.

Diluted earnings per share is calculated using the “if-converted” method of calculating earnings per share in relation to the Company’s 4.0% Convertible Senior Subordinated Notes due 2025 (the “Convertible Notes”) which were fully converted or redeemed by June 1, 2023. The “if-converted” method is used if the impact of the assumed conversion is dilutive. When dilutive, the interest charges (net of income tax) recorded in relation to the Convertible Notes prior to conversion or redemption is adjusted from the numerator and the additional shares issuable on conversion of the Convertible Notes for the portion of the period while they were outstanding are added to the denominator of the earnings per share calculation. The “if-converted” method was dilutive for the nine-month period ended September 30, 2023.

The following table reconciles the basic and diluted common shares outstanding:

Three months ended Nine months ended
September 30 September 30
(in thousands) 2024 2023 2024 2023
Net earnings (loss) attributable to Company $ 37,227 $ 25,113 $ 86,608 $ (1,890 )
After-tax interest on Convertible Notes - - - (119 )
Adjusted numerator considering the If-Converted Method $ 37,227 $ 25,113 $ 86,608 $ (2,009 )
Weighted average common shares - Basic 50,320 47,206 49,692 45,122
Exercise of stock options 477 343 362 -
Conversion of Convertible Notes - - - 382
Weighted average common shares - Diluted 50,797 47,549 50,054 45,504

On April 4, 2023, the Company issued a notice of redemption to all holders of the Convertible Notes. During the period leading up to the redemption date of June 1, 2023, $230,000 of Convertible Notes were converted or redeemed resulting in the issuance of 4,015,720 Subordinate Voting Shares.

On February 28, 2024, the Company issued 2,479,500 Subordinate Voting Shares for gross proceeds of $300,019. The total proceeds, net of commissions and fees, were recorded in common shares. The net proceeds were used to repay balances outstanding on the Revolving Credit Facility.

14. Stock-based compensation

The Company has a stock option plan for certain officers, key full-time employees and directors of the Company and its subsidiaries. Options are granted at the market price for the underlying shares on the day immediately prior to the date of grant. Each option vests over a four-year term, expires five years from the date granted and allows for the purchase of one Subordinate Voting Share. All Subordinate Voting Shares issued are new shares. As at September 30, 2024, there were 1,605,550 options available for future grants.

Grants under the Company’s stock option plan are equity-classified awards.

| Page **18** of **25** |

| --- |

Stock option activity for the nine months ended September 30, 2024 was as follows:

Weighted average
Weighted remaining Aggregate
Number of average contractual life intrinsic
options exercise price (years) value
Shares issuable under options -
December 31, 2023 3,242,250 $ 101.73
Granted 5,000 112.94
Exercised (411,475 ) 72.63
Forfeited (8,250 ) 100.10
Shares issuable under options -
September 30, 2024 2,827,525 $ 105.99 2.8 $ 129,569
Options exercisable - September 30, 2024 1,013,002 $ 103.54 2.0 $ 48,899

The amount of compensation expense recorded in the statement of earnings for the three and nine months ended September 30, 2024 was $6,813 and $20,947 (2023 - $5,513 and $16,726). As of September 30, 2024, there was $30,998 of unrecognized compensation cost related to non-vested awards which is expected to be recognized over the next 4 years. During the nine-month period ended September 30, 2024, the fair value of options vested was $1,535 (2023 - $3,670).

15. Income tax

Income tax expense for the nine months ended September 30, 2024, reflected an effective tax rate of 26.3% (2023 - 37.5%) relative to the combined statutory rate of approximately 26.5% (2023 - 26.5%). The current period’s tax rate was reduced by the recovery of contingent acquisition consideration associated with an investment in a UK flowthrough entity, on which no tax expense was recognizable. The tax rates of both the current period and prior period were impacted by valuation allowances on losses incurred by certain subsidiaries and permanent non-deductible expenses.

16. Financial instruments

Fair valuesof financial instruments

The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis as of September 30, 2024:

Level 1 Level 2 Level 3
Assets
Cash equivalents $ 3,882 $ - $ -
Equity securities 13,303 11 -
Debt securities - 41,130 -
Mortgage derivative assets - - 4,113
Mortgage warehouse receivables - 135,916 -
Interest rate swap assets - 2,030 -
Deferred Purchase Price on AR Facility - - 118,863
Total assets $ 17,185 $ 179,087 $ 122,976
Liabilities
Mortgage derivative liabilities $ - $ - $ 778
Interest rate swap liabilities - 4,405 -
Contingent consideration liabilities - - 37,922
Total liabilities $ - $ 4,405 $ 38,700

Equity securities, debt securities, mortgage derivative assets, interest rate swap assets and the deferred purchase price on the AR Facility were included in prepaid expenses and other current assets on the consolidated balance sheets. Other than the assets and liabilities acquired in relation to business combinations (see note 4), there were no significant non-recurring fair value measurements recorded during the nine months ended September 30, 2024.

| Page **19** of **25** |

| --- |

Cash equivalents

Cash equivalents include highly liquid investments with original maturities of less than three months. Actively traded cash equivalents where a quoted price is readily available are classified as Level 1 in the fair value hierarchy.

Debt and equity securities

The Company records debt and equity securities at fair value on the consolidated balance sheets. These financial instruments are valued based on observable market data that may include quoted market prices, dealer quotes, market spreads, cash flows, the US Treasury yield curve, trading levels, market consensus prepayment speeds, credit information and the instruments’ terms and conditions and are classified as Level 2 of the fair value hierarchy.

Certain investments in equity securities where quoted prices are readily available are classified as Level 1 in the fair value hierarchy. The Company increases or decreases its investment each reporting period by the change in the fair value of the investment reported in net earnings on the consolidated statements of earnings.

Mortgage-related derivatives

Interest rate lock commitments and forward sale commitments are derivative instruments which use a discounted cash flow model and consider observable market data in determining their fair values, particularly changes in interest rates. In the case of interest rate lock commitments, the fair value measurement also considers the expected net cash flows associated with the servicing of the loans. The Company also considers the impact of unobservable inputs related to counterparty non-performance risk when measuring the fair value of these derivatives. Therefore, these mortgage-related derivatives are categorized as Level 3. The mortgage-related derivative assets and liabilities are included in Prepaid expenses and other current assets and Accounts payable and accrued expenses, respectively, on the consolidated balance sheets.

Given the credit quality of the Company’s counterparties, the short duration of interest rate lock commitments and forward sale commitments and the Company’s historical experience, management does not believe the risk of non-performance is significant. An increase in counterparty non-performance risk assumptions would result in a lower fair value measurement.

Changes in the fair value of the net mortgage derivative assets and liabilities comprise the following:

2024
Balance, January 1 $ 3,677
Settlements (14,621 )
Realized gains recorded in earnings 10,944
Unrealized gains recorded in earnings 3,335
Balance, September 30 $ 3,335

Mortgage warehouse receivables

Mortgage warehouse receivables represent mortgage loans originated by the Company with commitments to sell to third party investors. Principal funded on mortgage loans plus gains attributable to the fair value of mortgage premiums and origination fees increase mortgage warehouse receivables and proceeds received from the sale of mortgage loans to third party investors reduce mortgage warehouse receivables. As at September 30, 2024, all warehouse facility liabilities are supported by mortgage warehouse receivables which are under commitment to be purchased by a qualifying investor. These assets are classified as Level 2 in the fair value hierarchy as a substantial majority of the inputs are readily observable.

| Page **20** of **25** |

| --- |

AR Facility deferred purchase price (“DPP”)

The Company recorded a DPP under its AR Facility. The DPP represents the difference between the fair value of the Receivables sold and the cash purchase price and is recognized at fair value as part of the sale transaction. The DPP is remeasured each reporting period in order to account for activity during the period, including the seller’s interest in any newly transferred Receivables, collections on previously transferred Receivables attributable to the DPP and changes in estimates for credit losses. Changes in the DPP attributed to changes in estimates for credit losses are expected to be immaterial, as the underlying Receivables are short-term and of high credit quality. The DPP is valued using Level 3 inputs, primarily discounted cash flows, with the significant inputs being discount rates ranging from 5.0% to 7.0% depending upon the aging of the Receivables. See note 10 for information on the AR Facility.

Changes in the fair value of the DPP comprises the following:

2024
Balance, January 1 $ 107,743
Additions to DPP 113,476
Collections on DPP (101,805 )
Fair value adjustment (244 )
Foreign exchange and other (307 )
Balance, September 30 $ 118,863

Interest rate swaps

The Company has entered into interest rate swap agreements (“IRS”) to convert floating interest on US dollar denominated debt to fixed interest rates. The interest rate swaps are measured at fair value and are included in Other assets on the consolidated balance sheets. The table below summarizes the details of the interest rate swaps in place as at September 30, 2024.

Effective Maturity Notional <br><br>Amount Interest rates
Date Date of US dollar debt Floating Fixed
2022 IRS A July 15, 2022 May 27, 2027 $ 150,000 SOFR 2.8020 %
2022 IRS B December 21, 2022 May 27, 2027 $ 250,000 SOFR 3.5920 %
2023 IRS A April 28, 2023 May 27, 2027 $ 100,000 SOFR 3.7250 %
2023 IRS B December 5, 2023 May 27, 2027 $ 100,000 SOFR 4.0000 %

2022 IRS A, 2022 IRS B, 2023 IRS A and 2023 IRS B (collectively the “Designated IRSs”) are being accounted for as cash flow hedges and are measured at fair value on the consolidated balance sheets. Gains or losses on the Designated IRSs, which are determined to be effective as hedges, are reported in accumulated other comprehensive income (“AOCI”). As at September 30, 2024, unrealized losses of $2,375 (December 31, 2023 - $2,805 gains) on the Designated IRSs were included in AOCI.

Contingent acquisition consideration

The inputs to the measurement of the fair value of contingent consideration related to acquisitions are Level 3 inputs. The fair value measurements were made using a discounted cash flow model; significant model inputs were expected future operating cash flows (determined with reference to each specific acquired business) and discount rates (which range from 3.5% to 10.3%, with a weighted average of 7.2%). The wide range of discount rates is attributable to the level of risk related to economic growth factors combined with the length of the contingent payment periods; and the dispersion was driven by unique characteristics of the businesses acquired and the respective terms for these contingent payments. A 2% increase in the weighted average discount rate would reduce the fair value of contingent consideration by $800. See note 4 for discussion on contingent acquisition consideration.

| Page **21** of **25** |

| --- |

Changes in the fair value of the contingent consideration liability comprises the following:

2024
Balance, January 1 $ 44,712
Amounts recognized on acquisitions 4,753
Fair value adjustments (note 6) (11,629 )
Resolved and settled in cash (111 )
Other 197
Balance, September 30 $ 37,922
Less: current portion $ 28,214
Non-current portion $ 9,708

The carrying amounts for cash, restricted cash, accounts receivable, accounts payable, advisor loans, other receivables and accrued liabilities approximate their estimated fair values due to the short-term nature of these instruments, unless otherwise indicated. The carrying value of the Company’s Revolving Credit Facility and other short-term borrowings approximate their estimated fair value due to their short-term nature and variable interest rate terms.

The carrying amount and the estimated fair value of Senior Notes is presented in the table below. Interest rate yield curves, interest rate indices and market prices (Level 2 inputs within the fair value hierarchy) are used in determining the fair value of the Senior Notes.

September 30, 2024 December 31, 2023
Carrying Fair Carrying Fair
amount value amount value
Senior Notes $ 521,951 $ 472,035 $ 518,982 $ 458,377
17. Commitments and Contingencies
--- ---

Claims and Litigation

In the normal course of operations, the Company is subject to routine claims and litigation incidental to its business. Litigation currently pending or threatened against the Company includes disputes with former employees and commercial liability claims related to services provided by the Company. The Company believes resolution of such proceedings, combined with amounts accrued, will not have a material impact on the Company’s financial condition or the results of operations.

Contingencies associatedwith US government sponsored enterprises

Colliers Mortgage is a lender in the Fannie Mae DUS Program. Commitments for the origination and subsequent sale and delivery of loans to Fannie Mae represent those mortgage loan transactions where the borrower has locked an interest rate and scheduled closing and the Company has entered into a mandatory delivery commitment to sell the loan to Fannie Mae. As discussed in note 16, the Company accounts for these commitments as derivatives recorded at fair value.

Colliers Mortgage is obligated to share in losses, if any, related to mortgages originated under the DUS Program. These obligations expose the Company to credit risk on mortgage loans for which the Company is providing underwriting, servicing, or other services under the DUS Program. Net losses on defaulted loans are shared with Fannie Mae based upon established loss-sharing ratios, and typically, the Company is subject to sharing up to one-third of incurred losses on loans originated under the DUS Program. As of September 30, 2024, the Company has funded and sold loans subject to such loss sharing obligations with an aggregate unpaid principal balance of approximately $5,453,000. As at September 30, 2024, the loss reserve was $13,596 (December 31, 2023 - $12,837) and was included within Other liabilities on the consolidated balance sheets.

Pursuant to its licenses with Fannie Mae, Ginnie Mae and the Department of Housing and Urban Development, Colliers Mortgage is required to maintain certain standards for capital adequacy which include minimum net worth and liquidity requirements. If it is determined at any time that Colliers Mortgage fails to maintain appropriate capital adequacy, the licensor reserves the right to terminate the Company’s servicing authority for all or some of the portfolio. As at September 30, 2024, Colliers Mortgage was in compliance with all such requirements.

| Page **22** of **25** |

| --- | | 18. | Revenue | | --- | --- |

Disaggregated revenue

Colliers has disaggregated its revenue from contract with customers by type of service and reporting segment as presented in the following table. See Note 2 for additional information on a change in the Company’s reporting segments.

Real Estate Investment
Services Engineering Management Corporate Consolidated
Three months ended September 30,
2024
Leasing $ 266,282 $ - $ - $ - $ 266,282
Capital Markets 188,196 - - - 188,196
Property management 132,452 - - - 132,452
Valuation and advisory 112,364 - - - 112,364
E&D and project management - 316,624 - - 316,624
IM - Advisory and other - - 119,622 - 119,622
IM - Incentive Fees - - 7,783 - 7,783
Other 35,638 - - 98 35,736
Total Revenue $ 734,932 $ 316,624 $ 127,405 $ 98 $ 1,179,059
2023
Leasing $ 249,647 $ - $ - $ - $ 249,647
Capital Markets 160,293 - - - 160,293
Property management 131,731 - - - 131,731
Valuation and advisory 99,268 - - - 99,268
E&D and project management - 259,925 - - 259,925
IM - Advisory and other - - 118,117 - 118,117
IM - Incentive Fees - - 600 - 600
Other 36,339 - - 112 36,451
Total Revenue $ 677,278 $ 259,925 $ 118,717 $ 112 $ 1,056,032 
| Page **23** of **25** |

| --- | | | Real Estate | | | | Investment | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Services | | Engineering | | Management | | Corporate | | Consolidated | | | Nine months ended September 30, | | | | | | | | | | | | 2024 | | | | | | | | | | | | Leasing | $ | 798,119 | $ | - | $ | - | $ | - | $ | 798,119 | | Capital Markets | | 509,594 | | - | | - | | - | | 509,594 | | Property management | | 399,409 | | - | | - | | - | | 399,409 | | Valuation and advisory | | 317,751 | | - | | - | | - | | 317,751 | | E&D and project management | | - | | 816,023 | | - | | - | | 816,023 | | IM - Advisory and other | | - | | - | | 365,194 | | - | | 365,194 | | IM - Incentive Fees | | - | | - | | 10,783 | | - | | 10,783 | | Other | | 103,209 | | - | | - | | 325 | | 103,534 | | Total Revenue | $ | 2,128,082 | $ | 816,023 | $ | 375,977 | $ | 325 | $ | 3,320,407 | | 2023 | | | | | | | | | | | | Leasing | $ | 744,649 | $ | - | $ | - | $ | - | $ | 744,649 | | Capital Markets | | 495,049 | | - | | - | | - | | 495,049 | | Property management | | 385,980 | | - | | - | | - | | 385,980 | | Valuation and advisory | | 290,492 | | - | | - | | - | | 290,492 | | E&D and project management | | - | | 727,995 | | - | | - | | 727,995 | | IM - Advisory and other | | - | | - | | 357,723 | | - | | 357,723 | | IM - Incentive Fees | | - | | - | | 600 | | - | | 600 | | Other | | 97,118 | | - | | - | | 367 | | 97,485 | | Total Revenue | $ | 2,013,288 | $ | 727,995 | $ | 358,323 | $ | 367 | $ | 3,099,973 |

Revenue associated with the Company’s debt finance and loan servicing operations are outside the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”). During the three and nine months ended September 30, 2024 - $10,360 and $23,457 of Capital Markets revenue (2023 - $7,909 and $29,398) and $12,237 and $36,051 of Other Revenue (2023 - $11,784 and $33,513) respectively, was excluded from the scope of ASC 606. Substantially all of these revenues were included within the Real Estate Services segment.

Contract balances

As at September 30, 2024, the Company had contract assets totaling $215,161 of which $190,457 was current ($103,080 as at December 31, 2023 - of which $83,389 was current). During the nine months ended September 30, 2024, approximately 75% of the current contract assets were moved to accounts receivable or sold under the AR Facility (see Note 10).

As at September 30, 2024, the Company had contract liabilities (all current) totaling $65,998 ($45,293 as at December 31, 2023). $1,483 and $43,193 of the contract liability balance at the beginning of the year was recognized to revenue in the three and nine months ended September 30, 2024, respectively (2023 - $1,119 and $19,771)

Certain constrained revenues may arise from services that began in a prior reporting period. Consequently, a portion of the revenues the Company recognizes in the current period may be partially related to the services performed in prior periods. Typically, less than 5% of Leasing and Capital Markets revenue recognized in a period had previously been constrained and substantially all investment management incentive fees recognized in the period were previously constrained.

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| --- | | 19. | Segmented information | | --- | --- |

REPORTING SEGMENTS

Colliers has identified three reportable operating segments comprising of Real Estate Services, Engineering and Investment Management. Corporate represents unallocated costs of global administrative functions and the corporate head office. The groupings are based on the manner in which the segments are managed. Management assesses each segment’s performance based on operating earnings or operating earnings before depreciation and amortization. See Note 2 for additional information on a change in the Company’s reporting segments.

Real Estate Investment
Services Engineering Management Corporate Consolidated
Three months ended September 30
2024
Revenues $ 734,932 $ 316,624 $ 127,405 $ 98 $ 1,179,059
Depreciation and amortization 22,296 17,519 15,499 759 56,073
Operating earnings (loss) 42,399 19,700 67,217 (19,579 ) 109,737
2023
Revenues $ 677,278 $ 259,925 $ 118,717 $ 112 $ 1,056,032
Depreciation and amortization 24,147 8,605 17,823 588 51,163
Operating earnings (loss) 40,814 20,017 20,388 (10,320 ) 70,899
Real Estate Investment
--- --- --- --- --- --- --- --- --- --- --- ---
Services Engineering Management Corporate Consolidated
Nine months ended September 30
2024
Revenues $ 2,128,082 $ 816,023 $ 375,977 $ 325 $ 3,320,407
Depreciation and amortization 70,779 32,012 51,560 2,075 156,426
Operating earnings (loss) 123,508 32,614 161,129 (49,439 ) 267,812
2023
Revenues $ 2,013,288 $ 727,995 $ 358,323 $ 367 $ 3,099,973
Depreciation and amortization 74,590 21,482 53,512 1,865 151,449
Operating earnings (loss) 91,991 42,667 61,599 (27,952 ) 168,305 
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GEOGRAPHIC INFORMATION

Revenues in each geographic region are reported by customer locations except for IM where revenues are reported by the location of the fund management.

Three months ended Nine months ended
September 30 September 30
2024 2023 2024 2023
United States
Revenues $ 644,446 $ 571,354 $ 1,858,496 $ 1,728,995
Total long-lived assets 2,237,180 2,308,705
Canada
Revenues $ 159,053 $ 110,211 $ 385,331 $ 317,753
Total long-lived assets 646,088 80,238
Euro currency countries
Revenues $ 92,273 $ 89,509 $ 272,220 $ 273,937
Total long-lived assets 369,445 355,774
Australia
Revenues $ 71,340 $ 67,443 $ 194,102 $ 195,105
Total long-lived assets 111,578 111,720
United Kingdom
Revenues $ 76,067 $ 68,024 $ 209,456 $ 184,356
Total long-lived assets 512,366 520,920
China
Revenues $ 19,900 $ 18,847 $ 59,162 $ 57,954
Total long-lived assets 6,373 8,552
Other
Revenues $ 115,980 $ 130,644 $ 341,640 $ 341,873
Total long-lived assets 283,497 275,965
Consolidated
Revenues $ 1,179,059 $ 1,056,032 $ 3,320,407 $ 3,099,973
Total long-lived assets 4,166,527 3,661,874
20. Subsequent events
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Acquisitions

In October 2024, the Company completed acquisitions of controlling interests in three engineering businesses: Pritchard Francis Consulting Pty Limited, an Australian multi-discipline engineering services firm, TTM Group Pty Limited, an Australian transportation engineering services firm, and Goodkey, Weedmark & Associates Limited, a Canadian mechanical and electrical engineering services firm for a combined initial purchase consideration of $31,249. The acquisitions are accounted for using the acquisition method for business combinations.

Management services agreement extension

On October 1, 2024, Colliers extended the existing management services agreement with its Chairman and Chief Executive Officer, Jay S. Hennick, to January 1, 2029. In connection with this extension, Colliers has created a new performance-based long term incentive plan. Under this arrangement, Mr. Hennick has been granted a total of 428,174 performance units that are subject to the satisfaction of certain performance-based vesting conditions during the period ending January 1, 2029. To the extent incentives are earned, Colliers will be obligated to make a one-time cash payment equal to the number of vested units multiplied by the twenty-day volume-weighted average trading price of the Subordinate Voting Shares at such time. The performance units cannot be share settled and do not give Mr. Hennick any rights as a shareholder.

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COLLIERS INTERNATIONAL GROUP INC.

Management’s discussion and analysis

For the nine months ended September 30, 2024

(in US dollars)

November 8, 2024

The following management’s discussion and analysis(“MD&A”) should be read together with the unaudited interim consolidated financial statements and the accompanying notesof Colliers International Group Inc. (“we,” “us,” “our,” the “Company” or “Colliers”)for the three and nine months ended September 30, 2024 and the Company’s audited consolidated financial statements and MD&Afor the year ended December 31, 2023. The consolidated financial statements have been prepared in accordance with generally accepted accountingprinciples in the United States (“GAAP”). All financial information herein is presented in United States dollars.

The Company has prepared this MD&A with referenceto National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators (the “CSA”).Under the U.S./Canada Multijurisdictional Disclosure System, the Company is permitted to prepare this MD&A in accordance with thedisclosure requirements of Canada, which requirements are different from those of the United States. This MD&A provides informationfor the three and nine months ended September 30, 2024 and up to and including November 8, 2024.

Additional information about the Company can be foundon SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

This MD&A includes references to “internalrevenue growth rate”, “Adjusted EBITDA”, “local currency revenue and Adjusted EBITDA growth rate”, “AdjustedEPS”, “free cash flow” and “assets under management (“AUM”)”, which are financial measures thatare not calculated in accordance with GAAP. For a reconciliation of these non-GAAP measures to the most directly comparable GAAP financialmeasures, see “Reconciliation of non-GAAP financial measures”.

Consolidated review

Our consolidated revenues for the three months ended September 30, 2024 were $1.18 billion, an increase of 12% versus the prior year (11% in local currency) with growth across all service lines. GAAP diluted net earnings per share were $0.73 as compared to $0.53 in the prior year quarter. Adjusted earnings per share (see “Reconciliation of non-GAAP financial measures” below) were $1.32 relative to $1.19 in the prior year quarter. The increase was attributable to higher operating earnings and lower interest expense attributable to debt paydown with proceeds from the $300 million bought deal public offering of 2,479,500 subordinate voting shares in February 2024 (the “Offering”), partly offset by higher depreciation expense and the dilutive impact of the Offering. GAAP diluted net earnings per share and adjusted earnings per share for the three months ended September 30, 2024 would have been lower by approximately $0.01 and $0.01, respectively, excluding foreign exchange impacts.

In April 2024, the Company acquired its affiliate in Philadelphia, a commercial real estate services firm with 130 professionals in the US mid-Atlantic region providing landlord agency, tenant representation, investment sales brokerage and property management services.

In July 2024, the Company acquired an 89.2% equity interest in Englobe Corporation (“Englobe”), a Canadian multi-discipline engineering, environmental and inspection services firm for a cash purchase price of $449.5 million. Headquartered in Quebec, Englobe’s 2,800 professionals provide civil, buildings, geotechnical, and environmental engineering, material testing and related consulting services to public and private sector clients primarily in the transportation, water, buildings, and power end markets. Englobe will be rebranded as Colliers in 2025.

Subsequent to quarter end, in October 2024, the Company completed the acquisitions of controlling interests in (i) Pritchard Francis Consulting Pty Limited (“Pritchard Francis”), an Australian multi-discipline engineering services firm; (ii) Goodkey, Weedmark & Associates Limited (“GWAL”), a Canadian mechanical and electrical engineering services firm; and (iii) TTM Group Pty Limited (“TTM”), an Australian transportation engineering services firm (See note 20 in our consolidated financial statements).

Commencing the third quarter, after the acquisition of Englobe, the Company re-aligned its operating segments to better reflect its three complementary engines – Real Estate Services, Engineering, and Investment Management (see note 2 in our consolidated financial statements). The Real Estate Services segment encompasses the former Americas, EMEA, and Asia Pacific regions, excluding engineering and project management, which are now reported within the new Engineering segment. The Investment Management segment remains unchanged. Comparative periods have been recast to reflect this revised segmentation.

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Consolidated Revenues by Line of Service

Three months ended Change Change Nine months ended Change Change
(in thousands of US$) September 30 in US in LC September 30 in US in LC
(LC = local currency) 2024 2023 % % 2024 2023 % %
Investment Management ^(1)^ $ 127,405 118,717 7% $ 375,977 358,323 5%
Engineering $ 316,624 259,925 21% $ 816,023 727,995 11%
Leasing 266,282 249,647 6% 798,119 744,649 7%
Capital Markets 188,196 160,293 17% 509,594 495,049 3%
Outsourcing 280,454 267,338 5% 820,369 773,590 6%
Real Estate Services $ 734,932 677,278 8% $ 2,128,082 2,013,288 6%
Corporate 98 112 NM% 325 367 NM
Total revenues $ 1,179,059 1,056,032 11% $ 3,320,407 3,099,973 7%

All values are in US Dollars.

^(1) InvestmentManagement local currency revenues, excluding pass-through performance fees (carried interest), were up 1% and 3% for the three and nine-monthperiods ended September 30, 2024, respectively.^

Results of operations – three months ended September 30, 2024

For the three months ended September 30, 2024, revenues were $1.18 billion, up 12% relative to the prior year quarter (11% in local currency) on growth across all service lines, particularly Engineering and Capital Markets. Internally generated revenues were up 5% while acquisitions contributed 6% to local currency revenue growth.

The GAAP operating earnings for the third quarter were $109.7 million versus $70.9 million in the prior year quarter. The operating earnings margin was 9.3% as compared to 6.7% in the prior year quarter, primarily attributable to (i) higher revenues; (ii) favourable service mix; (iii) the favourable impact of recent acquisitions; and (iv) reversal of contingent consideration expense related to a recent acquisition, partly offset by higher operating costs. Adjusted EBITDA (see “Reconciliation of non-GAAP financial measures” below) of $154.6 million was up 7% versus $144.9 million reported in the prior year quarter primarily attributable to the first three factors noted above. The Adjusted EBITDA margin was 13.1% in the quarter relative to 13.7% in the prior year quarter with the decrease attributable to higher operating costs related to aggressive recruiting efforts and additional claim reserves in the Company’s captive insurance operation.

Depreciation expense was $17.8 million relative to $13.7 million in the prior year quarter with the increase attributable to technology investments and the impact of recent business acquisitions.

Amortization expense was $38.2 million, versus $37.5 million recorded in the prior year quarter.

Net interest expense was $23.4 million, versus $24.2 million recorded in the prior year quarter with the proceeds from the Offering used to pay down floating rate debt in our $1.75 billion multi-currency revolving credit facility (the “Revolving Credit Facility”). The average interest rate on debt during the period was 4.8%, relative to 5.1% in the prior year quarter.

Consolidated income tax expense for the quarter was $21.1 million, relative to $18.1 million in the prior year quarter. The current quarter’s effective tax rate of 23.3% versus 38.1% in the prior year quarter. The current quarter’s tax rate was reduced by the recovery of contingent acquisition consideration associated with an investment in a UK flowthrough entity, on which no tax expense was recognizable.

Net earnings for the quarter were $69.4 million versus $29.4 million in the prior year quarter.

Real Estate Services revenues totalled $734.9 million, up 9% (8% in local currency) versus $677.3 million in the prior year quarter on growth across all services lines, as expected. Capital Markets transaction volumes were up meaningfully against a low base in the prior year, particularly in the Americas and Asia Pacific. Leasing continued to build on last quarter’s momentum, notably in EMEA and the US with several large office leasing transactions during the quarter. Adjusted EBITDA was $64.7 million, up 8% (7% in local currency) compared to $59.7 million in the prior year quarter, with continued aggressive investment in recruiting in strategic markets. The GAAP operating earnings were $42.4 million, relative to $40.8 million in the prior year quarter.

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Engineering revenues totalled $316.6 million, up 22% (21% in local currency) compared to $259.9 million in the prior year quarter. Revenue growth was primarily driven by the recent acquisition of Englobe. Adjusted EBITDA was $39.8 million, up 23% (24% in local currency) compared to $32.3 million in the prior year quarter. The GAAP operating earnings were $19.7 million relative to $20.0 million in the prior year quarter and were primarily impacted by higher intangible asset amortization expense related to recent acquisitions.

Investment Management revenues were $127.4 million, relative to $118.7 million in the prior year quarter, up 7% (7% in local currency) including historical pass-through performance fees of $7.8 million relative to $0.6 million in the prior year quarter. Excluding performance fees, revenue was up 1% (1% in local currency) driven by new investor capital commitments, which were lower than expected – a trend anticipated to continue through year-end. Adjusted EBITDA was $56.0 million, up 1% (1% in local currency) compared to the prior year quarter with continued investments in new products and strategies as well as additional investments to scale fundraising efforts. The GAAP operating earnings were $67.2 million in the quarter versus $20.4 million in the prior year quarter, with the variance largely attributable to the reversal of contingent consideration expense related to a fundraising condition in a recent acquisition. AUM was up $2.4 billion during the quarter to $98.8 billion as of September 30, 2024 from $96.4 billion as of June 30, 2024.

Unallocated global corporate costs as reported in Adjusted EBITDA were $5.9 million in the third quarter relative to $2.3 million in the prior year quarter, primarily from additional claim reserves taken in the Company’s captive insurance operation. The corporate GAAP operating loss for the quarter was $19.6 million compared to $10.3 million in the prior year quarter.

Results of operations – nine months ended September 30, 2024

For the nine months ended September 30, 2024, revenues were $3.32 billion, up 7% compared to the prior year period (7% in local currency). Internally generated revenues were up 4% led by Real Estate Services on growth in Leasing and Outsourcing. Acquisitions contributed 3% to local currency revenue growth versus the prior year period.

Operating earnings for the nine months ended September 30, 2024 were $267.8 million relative to $168.3 in the prior year period. The operating earnings margin was 8.1% versus 5.4% in the prior year period. The increase in margin was attributable to (i) operating leverage from higher revenues; (ii) the favourable impact of recent acquisitions; and (iii) reversal of contingent consideration expense related to recent acquisitions, partly offset by higher operating costs. Adjusted EBITDA (see “Reconciliation of non-GAAP financial measures” below) was $419.0 million up 6% versus $396.6 million in the prior year period. The Adjusted EBITDA margin was 12.6% compared to $12.8% in the prior year period with the decline driven largely by higher operating costs.

Depreciation expense was $48.7 million relative to $39.8 million in the prior year period, with the increase attributable to technology investments and the impact of recent business acquisitions.

Amortization expense was $107.7 million relative to $111.7 million in the prior year period, with the decrease attributable mainly to the full amortization of short-life intangible assets acquired in recent acquisitions.

Net interest expense was $62.6 million compared to $71.7 million in the prior year period with the decrease attributable to lower floating rate debt in our Revolving Credit Facility as a result of paydown from the proceeds from the Offering. The average interest rate on our debt during the period was 4.8%, versus 4.7% in the prior year period.

Consolidated income tax expense for the nine months ended September 30, 2024 was $55.5 million, relative to $38.1 million in the prior year period. The effective tax rate was 26.3% compared to 37.5% in the prior year period. The current period’s tax rate was reduced by the reversal of contingent acquisition consideration expense associated with an investment in a UK flowthrough entity, on which no tax expense was recognizable.

Net earnings for the nine months ended September 30, 2024 were $155.4 million compared to $63.5 million in the prior year period.

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Real Estate Services revenues totalled $2.13 billion, up 6% (6% in local currency) versus $2.01 billion in the prior year period on growth across all services lines. Revenue growth was led by Leasing on increased transactions in the US and EMEA, largely driven by the office asset class. Outsourcing revenues were up on strong Valuation & Advisory activity, while Capital Markets revenues benefitted from a recovery experienced in the third quarter in the Americas and Asia Pacific. Adjusted EBITDA was $197.2 million, up 16% (16% in local currency) compared to $170.0 million in the prior year period on higher revenues. The GAAP operating earnings were $123.5 million, relative to $92.0 million in the prior year period.

Engineering revenues totalled $816.0 million, up a 12% (11% in local currency) compared to $728.0 million in the prior year period. Revenue growth was primarily driven by the recent acquisitions. Adjusted EBITDA was $71.8 million, flat compared to $71.6 million in the prior year period. The GAAP operating earnings were $32.6 million relative to $42.7 million in the prior year period and were primarily impacted by higher amortization expense related to intangible assets from recent acquisitions.

Investment Management revenues were $376.0 million, relative to $358.3 million in the prior year period, up 5% (5% in local currency) including historical pass-through performance fees of $10.8 million relative to $0.6 million in the prior year period. Excluding performance fees, revenue was up 2% (3% in local currency) driven by new investor capital commitments. Adjusted EBITDA was $159.3 million, flat (down 1% in local currency) compared to the prior year period on continued investments in new products, strategies and fundraising efforts. The GAAP operating earnings were $161.1 million versus $61.6 million in the prior year period, with the variance largely attributable to the reversal of contingent consideration expense related to a fundraising condition in a recent acquisition.

Unallocated global corporate costs as reported in Adjusted EBITDA were $9.4 million relative to $5.1 million in the prior year period and were impacted by additional claim reserves taken in the third quarter in the Company’s captive insurance operation. The corporate GAAP operating loss for the quarter was $49.4 million compared to $28.0 million in the prior year period and was impacted by higher restructuring costs as well as additional claim reserves taken in the Company’s captive insurance operation.

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Summary of quarterly results

The following table sets forth our quarterly consolidated results of operations data. The information in the table below has been derived from unaudited interim consolidated financial statements that, in management’s opinion, have been prepared on a consistent basis and include all adjustments necessary for a fair presentation of information. The information below is not necessarily indicative of results for any future quarter.

Summary of quarterly results - years ended December 31, 2024, 2023 and 2022

(in thousands of US$, except per share amounts)

Q1 Q2 Q3 Q4
Year ended December 31, 2024
Revenues $ 1,001,980 $ 1,139,368 $ 1,179,059
Operating earnings 43,327 114,748 109,737
Net earnings 14,136 71,927 69,377
Basic net earnings per common share 0.26 0.73 0.74
Diluted net earnings per common share 0.26 0.73 0.73
Year ended December 31, 2023
Revenues $ 965,903 $ 1,078,038 $ 1,056,032 $ 1,235,168
Operating earnings 22,144 75,262 70,899 132,630
Net earnings (loss) (907 ) 35,001 29,376 81,221
Basic net earnings (loss) per common share (0.47 ) (0.15 ) 0.53 1.42
Diluted net earnings (loss) per common share (0.47 ) (0.16 ) 0.53 1.42
Year ended December 31, 2022
Revenues $ 1,000,912 $ 1,127,846 $ 1,108,324 $ 1,222,405
Operating earnings 40,834 103,850 84,030 103,782
Net earnings 21,317 66,731 44,524 61,972
Basic net earnings (loss) per common share (0.42 ) 0.70 0.28 0.52
Diluted net earnings (loss) per common share (0.42 ) 0.67 0.27 0.51
Other data ^1^
Adjusted EBITDA - 2024 $ 108,695 $ 155,626 $ 154,636
Adjusted EBITDA - 2023 104,623 147,080 144,912 $ 198,378
Adjusted EBITDA - 2022 121,461 161,313 145,065 202,686
Adjusted EPS - 2024 0.77 1.36 1.32
Adjusted EPS - 2023 0.86 1.31 1.19 2.00
Adjusted EPS - 2022 1.44 1.84 1.41 2.31

^1^ See "Reconciliation of non-GAAP financial measures"

Seasonality and quarterly fluctuations

The Company historically generates peak revenues and earnings in the month of December followed by a low in January and February as a result of the timing of closings on Capital Markets transactions. Revenues and earnings during the balance of the year are relatively even. Capital Markets operations comprised 16% of consolidated annual revenues for 2023. Variations can be caused by business acquisitions which alter the consolidated service mix.

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Outlook for 2024

The Company has revised its 2024 outlook to reflect year-to-date results and updated fundraising expectations in its high-margin Investment Management segment for the remainder of the year.

2024 Outlook
Measure Actual 2023 Prior Revised
Revenue growth -3% +8% to +13% +8% to +13%
Adjusted EBITDA growth -6% +8% to +18% +8% to +12%
Adjusted EPS growth -23% +11% to +21% +6% to +12%

The financial outlook is based on the Company’s best available information as of the date of this MD&A, and remains subject to change based on numerous macroeconomic, geopolitical, health, social and related factors. Continued interest rate volatility and/or lack of credit availability for commercial real estate transactions could materially impact the outlook.

Liquidity and capital resources

Net cash provided by operating activities for the nine months ended September 30, 2024 was $110.7 million, versus $8.6 million in the prior year period. The increase in cash from operations was driven primarily by lower working capital usage, particularly lower payments of variable incentive compensation. We believe that cash from operations and other existing resources, including our Revolving Credit Facility, will continue to be adequate to satisfy the ongoing working capital needs of the Company.

For the nine months ended September 30, 2024, capital expenditures were $45.5 million (September 30, 2023 - $60.4 million). Capital expenditures for the year ending December 31, 2024 are expected to be between $75-$80 million (December 31, 2023 - $84.5 million) and expected to be funded by cash on hand.

Net indebtedness is considered a supplementary financial measure and as of September 30, 2024 was $1.65 billion ($1.32 billion as of December 31, 2023, $1.47 billion as of September 30, 2023). Net indebtedness is calculated as the current and non-current portion of long-term debt (excluding warehouse credit facilities, in accordance with our debt agreements) less cash and cash equivalents. As of September 30, 2024, the Company’s financial leverage ratio expressed in terms of net debt to pro forma Adjusted EBITDA, as defined in our debt agreements, was 2.5x (2.2x as of December 31, 2023, 2.4x as of September 30, 2023), relative to a maximum of 3.5x permitted under our debt agreements. We were in compliance with the covenants contained in our debt agreements as of September 30, 2024 and, based on our outlook for 2024, we expect to remain in compliance with these covenants.

The Company’s Revolving Credit Facility matures in May 2027. The Revolving Credit Facility is sustainability-linked and includes pricing adjustments tied to achievements of performance targets over time aligned with Colliers’ Elevate the Built Environment framework available on corporate.colliers.com. These targets include: (i) reducing greenhouse gas emissions consistent with the Science-Based Targets initiative (“SBTi”); (ii) increasing female representation in management roles and (iii) ensuring Colliers-occupied offices obtain the WELL Health-Safety certification. As of July 2024, the Company met a majority of its sustainability targets for 2023 and achieved a three-basis point reduction in the borrowing cost on the Revolving Credit Facility.

Proceeds from the Offering in February 2024 were used to pay down outstanding balances under the Revolving Credit Facility. As of September 30, 2024, the Company had $514.6 million of unused credit under the Revolving Credit Facility.

Colliers Mortgage utilizes warehouse credit facilities for the purpose of funding warehouse receivables. Warehouse receivables represent mortgage loans receivable, the majority of which are offset by borrowings under warehouse credit facilities which fund loans that financial institutions have committed to purchase. The warehouse credit facilities are excluded from the financial leverage calculations under our debt agreements.

The Company’s accounts receivable facility (the “AR Facility”) (which includes selected US and Canadian trade accounts receivable) with two third-party financial institutions has committed availability of $200 million. On June 26, 2024, the Company renewed its AR Facility for a term extending to December 29, 2025 (previously: October 24, 2024). The AR Facility is recorded as a sale of accounts receivable, and accordingly sold receivables are derecognized from the consolidated balance sheet. The AR Facility results in a decrease to our borrowing costs. As of September 30, 2024, the Company’s AR Facility was fully drawn.

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During 2023, the Company acquired warehouse fund assets located in Europe and the US, some of which were transferred to the respective funds during the year. During the nine months ended September 30, 2024, the Company acquired two land assets in the US and infrastructure debt and equity securities in relation to seeding new funds while also divesting three investments from 2023 with a de minimis gain. The Company recorded the corresponding assets and liabilities on the consolidated balance sheet (see note 5 in our interim consolidated financial statements). We expect to enter into similar transactions from time to time in the future to facilitate the formation of new Investment Management funds.

The Company pays semi-annual dividends in cash after the end of the second and fourth quarters to shareholders of record on the last business day of the quarter. The Company’s policy is to pay dividends on its common shares in the future, subject to the discretion of our Board of Directors. On May 14, 2024, the Company’s Board of Directors declared a semi-annual dividend of $0.15 per share to shareholders of record on June 28, 2024, paid on July 12, 2024. Total common share dividends paid by the Company during the nine months ended September 30, 2024 were $14.7 million (September 30, 2023

  • $13.5 million).

During the nine months ended September 30, 2024, the Company invested cash in acquisitions as follows: $472.4 million in acquisition of new businesses, $19.8 million in purchases of redeemable non-controlling interest and $3.2 million in contingent consideration payments. All acquisitions during the period were funded from borrowings on the Revolving Credit Facility and cash on hand (see note 4 in our consolidated financial statements). The acquisitions of Pritchard Francis, GWAL and TTM, completed after quarter-end, were funded with borrowings on the Revolving Credit Facility and cash on hand.

As at September 30, 2024, in relation to acquisitions completed during the past three years, we have outstanding contingent consideration, assuming all contingencies are satisfied and payment is due in full, totalling $415.1 million (December 31, 2023 - $404.5 million). Unless it contains an element of compensation, contingent consideration is recorded at fair value each reporting period. The fair value recorded on the consolidated balance sheet as at September 30, 2024 was $37.9 million (December 31, 2023 - $44.7 million). Contingent consideration with a compensatory element is revalued at each reporting period and recognized on a straight-line basis over the term of the contingent consideration arrangement. The liability recorded on the consolidated balance sheet for the compensatory element of contingent consideration arrangements as at September 30, 2024 was $45.2 million (December 31, 2023 - $90.5 million). The contingent consideration is based on achieving specified earnings levels and is paid or payable after the end of the relevant contingency periods, which extend to March 2029. We estimate that approximately 65% of the contingent consideration outstanding as of September 30, 2024 will ultimately be paid.

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The following table summarizes our contractual obligations as at September 30, 2024:

Contractual obligations
(in thousands of US) Less than After
1 year 1-3 years 4-5 years 5 years
Long-term debt 1,792,393 $ 11,863 $ 1,257,857 $ 234,022 $ 288,651
Mortgage warehouse credit facilities 128,944 128,944 - - -
Liabilities related to warehouse 57,554 57,554 - - -
fund assets
Interest on long-term debt (1) 67,369 12,933 24,173 16,830 13,433
Finance lease obligations 11,976 3,820 5,513 2,487 156
Contingent acquisition consideration(2) 37,922 28,214 4,779 4,807 122
Operating leases obligations 740,482 117,538 190,459 146,068 286,417
Purchase commitments 54,323 25,419 18,181 3,232 7,491
Co-investment Commitments 46,769 46,769 - - -
Total contractual obligations 2,937,732 $ 433,054 $ 1,500,962 $ 407,446 $ 596,270

All values are in US Dollars.

(1) Figures do not include interest payments for borrowings under the Revolving Credit Facility. Assuming the Revolving Credit Facilityis held until maturity, using current interest rate, we estimate that we will make $211.8 million of interest payments, $79.8 millionof which will be made in the next 12 months.
(2) Estimated fair value as at September 30, 2024.
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As at September 30, 2024, we had commercial commitments totaling $18.2 million comprised of letters of credit outstanding due to expire within one year.

Redeemable non-controlling interests

In most operations where managers or employees are also non-controlling owners, the Company is party to shareholders’ agreements. These agreements allow us to “call” the redeemable non-controlling interests (“RNCI”) at a value determined with the use of a formula price, which is in most cases equal to a multiple of trailing two-year average earnings, less debt. Non-controlling owners may also “put” their interest to the Company at the same price, with certain limitations including (i) the inability to “put” more than 25% to 50% of their holdings in any twelve-month period and (ii) the inability to “put” any holdings for at least one year after the date of our initial acquisition of the business or the date the non-controlling shareholder acquired their interest, as the case may be.

The total value of the RNCI (the “redemption amount”), as calculated in accordance with shareholders’ agreements, was $932.5 million as of September 30, 2024 (December 31, 2023 - $943.2 million). The amount recorded on our balance sheet under the caption “redeemable non-controlling interests” is the greater of (i) the redemption amount (as above) or (ii) the amount initially recorded as RNCI at the date of inception of the minority equity position. As at September 30, 2024, the RNCI recorded on the balance sheet was $1.12 billion (December 31, 2023 - $1.07 billion). The purchase prices of the RNCI may be paid in cash or in Subordinate Voting Shares of Colliers.

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Critical accounting estimates

Critical accounting estimates are those that we deem to be most important to the portrayal of our financial condition and results of operations, and that require management’s most difficult, subjective or complex judgments due to the need to make estimates about the effects of matters that are inherently uncertain. We have identified six critical accounting estimates, which are discussed below.

1. Revenue recognition. We earn revenues from Leasing and Capital Markets brokerage transaction commissions,<br>advisory fees, debt finance fees, property management fees, project management fees, engineering and design fees, loan servicing fees<br>and investment management fees (including carried interest). Some of the contractual terms related to the process of earning revenue from<br>these sources, including potentially contingent events, can be complex and may require us to make judgments about the timing of when we<br>should recognize revenue and whether revenue should be reported on a gross basis or net basis. Changes in judgments could result in a<br>change in the period in which revenues are reported, or in the amounts of revenue and cost of revenue reported.
2. Goodwill. Goodwill impairment testing involves assessing whether events have occurred that would<br>indicate potential impairment and making estimates concerning the fair values of reporting units and then comparing the fair value to<br>the carrying amount of each unit. The determination of what constitutes a reporting unit requires significant management judgment. We<br>have three reporting units, consistent with our three operating segments. Goodwill is attributed to the reporting units at the time of<br>acquisition. Estimates of fair value can be impacted by changes in the business environment, prolonged economic downturns or declines<br>in the market value of the Company’s own shares and therefore require significant management judgment in their determination. When<br>events have occurred that would suggest a potential decrease in fair value, the determination of fair value is calculated with reference<br>to a discounted cash flow model which requires management to make certain estimates. The most sensitive estimates are estimated future<br>cash flows and the discount rate applied to future cash flows. Changes in these assumptions could result in a materially different fair<br>value (see note 2 in our consolidated financial statements).
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3. Business combinations. The determination of fair values of assets acquired and liabilities assumed<br>in business combinations requires the use of estimates and management judgment, particularly in determining fair values of intangible<br>assets acquired. For example, if different assumptions were used regarding the profitability and expected attrition rates of acquired<br>customer relationships or forecasted committed capital and assets under management related to asset management contracts, different amounts<br>of intangible assets and related amortization could be reported.
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4. Contingent acquisition consideration. Contingent consideration is required to be measured at fair<br>value at the acquisition date and at each balance sheet date until the contingency expires or is settled. The fair value at the acquisition<br>date is a component of the purchase price; subsequent changes in fair value are reflected in earnings. Most acquisitions made by us have<br>a contingent consideration feature, which is usually based on the acquired entity’s profitability (measured in terms of Adjusted<br>EBITDA) during a one to five year period after the acquisition date. Significant estimates are required to measure the fair value of contingent<br>consideration, including forecasting profits for the contingency period and the selection of an appropriate discount rate.
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5. Mortgage servicing rights (“MSRs”). MSRs, or the rights to service mortgage loans for<br>others, result from the sale or securitization of loans originated by the Company and are recognized as intangible assets on the consolidated<br>balance sheet. The Company initially recognizes MSRs based on the fair value of these rights on the date the loans are sold. Subsequent<br>to initial recognition, MSRs are amortized and carried at the lower of amortized cost or fair value. They are amortized in proportion<br>to and over the estimated period that net servicing income is expected to be received based on projections and timing of estimated future<br>net cash flows.
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6. Allowance for credit loss reserves. Colliers Mortgage is obligated to share in losses, if any,<br>related to mortgages originated under the Fannie Mae Delegated Underwriting and Servicing (“DUS”) Program. These obligations<br>expose the Company to credit risk on mortgage loans for which the Company is providing underwriting, servicing, or other services under<br>the DUS Program. Net losses on defaulted loans are shared with Fannie Mae based upon established loss-sharing ratios, and typically, the<br>Company is subject to sharing up to one-third of incurred losses on loans originated under the DUS Program. As of September 30, 2024,<br>the Company has funded and sold loans subject to such loss sharing obligations with an aggregate unpaid principal balance of approximately<br>$5.5 billion. As at September 30, 2024, the loss reserve was $13.6 million (December 31, 2023 - $12.8 million) and was included within<br>Other liabilities on the consolidated balance sheet.
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Reconciliation of non-GAAP financial measures

In this MD&A, we make reference to certain financial measures that are not calculated in accordance with GAAP.

Adjusted EBITDA is defined as net earnings, adjusted to exclude: (i) income tax; (ii) other income; (iii) interest expense; (iv) loss on disposal of operations; (v) depreciation and amortization, including amortization of mortgage servicing rights (“MSRs”); (vi) gains attributable to MSRs; (vii) acquisition-related items (including contingent acquisition consideration fair value adjustments, contingent acquisition consideration-related compensation expense and transaction costs); (viii) restructuring costs and (ix) stock-based compensation expense. We use Adjusted EBITDA to evaluate our own operating performance and our ability to service debt, as well as an integral part of our planning and reporting systems. Additionally, we use this measure in conjunction with discounted cash flow models to determine the Company’s overall enterprise valuation and to evaluate acquisition targets. We present Adjusted EBITDA as a supplemental measure because we believe such measure is useful to investors as a reasonable indicator of operating performance because of the low capital intensity of the Company’s service operations. We believe this measure is a financial metric used by many investors to compare companies, especially in the services industry. This measure is not a recognized measure of financial performance under GAAP in the United States, and should not be considered as a substitute for operating earnings, net earnings or cash flow from operating activities, as determined in accordance with GAAP. Our method of calculating Adjusted EBITDA may differ from other issuers and accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings to Adjusted EBITDA appears below.

Three months ended Nine months ended
September 30 September 30
(in thousands of US$) 2024 2023 2024 2023
Net earnings $ 69,377 $ 29,376 $ 155,440 $ 63,470
Income tax 21,131 18,096 55,478 38,112
Other income, including equity earnings from non-consolidated investments (4,121 ) (801 ) (5,704 ) (5,007 )
Interest expense, net 23,350 24,228 62,598 71,730
Operating earnings 109,737 70,899 267,812 168,305
Loss on disposal of operations - - - 2,282
Depreciation and amortization 56,073 51,163 156,426 151,449
Gains attributable to MSRs (6,151 ) (3,199 ) (11,178 ) (12,286 )
Equity earnings from non-consolidated investments 4,008 685 5,240 4,371
Acquisition-related items (20,931 ) 15,366 (34,212 ) 53,502
Restructuring costs 5,087 4,485 13,920 12,266
Stock-based compensation expense 6,813 5,513 20,947 16,726
Adjusted EBITDA $ 154,636 $ 144,912 $ 418,955 $ 396,615

Adjusted EPS is defined as diluted net earnings per share adjusted for the effect, after income tax, of: (i) the non-controlling interest redemption increment; (ii) loss on disposal of operations; (iii) amortization expense related to intangible assets recognized in connection with acquisitions and MSRs; (iv) gains attributable to MSRs; (v) acquisition-related items; (vi) restructuring costs and (vii) stock-based compensation expense. We believe this measure is useful to investors because it provides a supplemental way to understand the underlying operating performance of the Company and enhances the comparability of operating results from period to period. Adjusted EPS is not a recognized measure of financial performance under GAAP, and should not be considered as a substitute for diluted net earnings per share from continuing operations, as determined in accordance with GAAP. Our method of calculating this non-GAAP measure may differ from other issuers and, accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings to adjusted net earnings and of diluted net earnings per share to adjusted EPS appears below.

Similar to GAAP diluted EPS, Adjusted EPS is calculated using the “if-converted” method of calculating earnings per share in relation to the Convertible Notes, which were fully converted or redeemed by June 1, 2023. As such, the interest (net of tax) on the Convertible Notes is added to the numerator and the additional shares issuable on conversion of the Convertible Notes are added to the denominator of the earnings per share calculation to determine if an assumed conversion is more dilutive than no assumption of conversion. The “if-converted” method is used if the impact of the assumed conversion is dilutive. The “if-converted” method is dilutive for the Adjusted EPS calculation for all periods where the Convertible Notes were outstanding.

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| --- | | | Three months ended | | | | | | Nine months ended | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | September 30 | | | | | | September 30 | | | | | | | (in thousands of US$) | 2024 | | | 2023 | | | 2024 | | | 2023 | | | | Net earnings | $ | 69,377 | | $ | 29,376 | | $ | 155,440 | | $ | 63,470 | | | Non-controlling interest share of earnings | | (14,929 | ) | | (14,210 | ) | | (35,074 | ) | | (38,967 | ) | | Interest on Convertible Notes | | - | | | - | | | - | | | 2,861 | | | Loss on disposal of operations | | - | | | - | | | - | | | 2,282 | | | Amortization of intangible assets | | 38,226 | | | 37,486 | | | 107,697 | | | 111,659 | | | Gains attributable to MSRs | | (6,151 | ) | | (3,199 | ) | | (11,178 | ) | | (12,286 | ) | | Acquisition-related items | | (20,931 | ) | | 15,366 | | | (34,212 | ) | | 53,502 | | | Restructuring costs | | 5,087 | | | 4,485 | | | 13,920 | | | 12,266 | | | Stock-based compensation expense | | 6,813 | | | 5,513 | | | 20,947 | | | 16,726 | | | Income tax on adjustments | | (5,383 | ) | | (11,853 | ) | | (26,116 | ) | | (35,046 | ) | | Non-controlling interest on adjustments | | (5,060 | ) | | (6,207 | ) | | (18,331 | ) | | (17,133 | ) | | Adjusted net earnings | $ | 67,049 | | $ | 56,757 | | $ | 173,093 | | $ | 159,334 | | | | Three months ended | | | | | | Nine months ended | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | September 30 | | | | | | September 30 | | | | | | | (in US$) | 2024 | | | 2023 | | | 2024 | | | 2023 | | | | Diluted net earnings (loss) per common share^(1)^ | $ | 0.73 | | $ | 0.53 | | $ | 1.73 | | $ | (0.04 | ) | | Interest on Convertible Notes, net of tax | | - | | | - | | | - | | | 0.04 | | | Non-controlling interest redemption increment | | 0.34 | | | (0.21 | ) | | 0.68 | | | 0.56 | | | Loss on disposal of operations | | - | | | - | | | - | | | 0.05 | | | Amortization expense, net of tax | | 0.59 | | | 0.49 | | | 1.48 | | | 1.45 | | | Gains attributable to MSRs, net of tax | | (0.07 | ) | | (0.04 | ) | | (0.13 | ) | | (0.15 | ) | | Acquisition-related items | | (0.45 | ) | | 0.26 | | | (0.84 | ) | | 0.97 | | | Restructuring costs, net of tax | | 0.08 | | | 0.07 | | | 0.21 | | | 0.19 | | | Stock-based compensation expense, net of tax | | 0.10 | | | 0.09 | | | 0.33 | | | 0.29 | | | Adjusted EPS | $ | 1.32 | | $ | 1.19 | | $ | 3.46 | | $ | 3.36 | | | Diluted weighted average shares for Adjusted EPS (thousands) | | 50,797 | | | 47,549 | | | 50,054 | | | 47,480 | |

^(1)^Amounts shown reflect the "if-converted" method's dilutive impact on the adjusted EPS calculation.

We believe that the presentation of Adjusted EBITDA and adjusted earnings per share, which are non-GAAP financial measures, provides important supplemental information to management and investors regarding financial and business trends relating to the Company’s financial condition and results of operations. We use these non-GAAP financial measures when evaluating operating performance because we believe that the inclusion or exclusion of the items described above, for which the amounts are non-cash or non-recurring in nature, provides a supplemental measure of our operating results that facilitates comparability of our operating performance from period to period, against our business model objectives, and against other companies in our industry. We have chosen to provide this information to investors so they can analyze our operating results in the same way that management does and use this information in their assessment of our core business and the valuation of the Company. Adjusted EBITDA and adjusted earnings per share are not calculated in accordance with GAAP, and should be considered supplemental to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Non-GAAP financial measures have limitations in that they do not reflect all of the costs or benefits associated with the operations of our business as determined in accordance with GAAP. As a result, investors should not consider these measures in isolation or as a substitute for analysis of our results as reported under GAAP.

Percentage revenue and Adjusted EBITDA variances presented on a local currency basis are calculated by translating the current period results of our non-US dollar denominated operations to US dollars using the foreign currency exchange rates from the periods against which the current period results are being compared. Percentage revenue variances presented on an internal growth basis are calculated assuming no impact from acquired entities in the current and prior periods. Revenue from acquired entities, including any foreign exchange impacts, are treated as acquisition growth until the respective anniversaries of the acquisitions. We believe that these revenue growth rate methodologies provide a framework for assessing the Company’s performance and operations excluding the effects of foreign currency exchange rate fluctuations and acquisitions. Since these revenue growth rate measures are not calculated under GAAP, they may not be comparable to similar measures used by other issuers.

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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 Engineering, Outsourcing 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.

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 dividends to shareholders. We present free cash flow as a supplemental measure because we believe this measure is a financial metric used by many investors to compare valuation and liquidity measures across companies, especially in the services industry. This measure is not a recognized measure of financial performance under GAAP in the United States, and should not be considered as a substitute for operating earnings, net earnings or cash flow from operating activities, as determined in accordance with GAAP. Our method of calculating free cash flow may differ from other issuers and accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net cash flow from operating activities to free cash flow appears below.

Three months ended Nine months ended
September 30 September 30
(in thousands of US$) 2024 2023 2024 2023
Net cash provided by operating activities $ 107,128 $ 42,153 $ 110,702 $ 8,558
Contingent acquisition consideration paid 69 35,655 3,107 38,646
Purchase of fixed assets (16,158) (19,349) (45,511) (60,411)
Cash collections on AR Facility deferred purchase price 32,957 31,896 101,805 91,207
Distributions paid to non-controlling interests (17,475) (16,702) (66,302) (67,822)
Free cash flow $ 106,521 $ 73,653 $ 103,801 $ 10,178

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.

Recently adopted accounting guidance

Reference Rate Reform

The FASB has issued three ASUs related to reference rate reform. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of ReferenceRate Reform on Financial Reporting and in January 2021 the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope. With reference rates like the various tenors of the London Interbank Offered Rates (“LIBOR”) being discontinued between December 31, 2021 and June 30, 2023, a significant volume of contracts and other arrangements will be impacted by the transition required to alternative reference rates. The ASUs provides optional expedients and exceptions to reduce the costs and complexity of applying existing GAAP to contract modifications and hedge accounting if certain criteria are met. The standard is effective for a limited time for all entities through December 31, 2022. In December 2022, FASB issued ASU No. 2022-06 Reference Rate Reform (Topic 848): Deferral of the SunsetDate of Topic 848, with immediate effect, to defer the sunset date from December 31, 2022 to December 31, 2024, after which the entities will no longer be permitted to apply the relief in Topic 848. The Company has certain debt arrangements which may qualify for use of the practical expedients permitted under the guidance. The Company has evaluated and will continue to evaluate arrangements subject to rate reform and the options under the ASUs to facilitate an orderly transition to alternative reference rates and their potential impacts on its consolidated financial statements and disclosures.

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Recently issued accounting guidance, not yet adopted

Improvements to Reportable Segment Disclosures

In November 2023, FASB issued ASU No. 2023-07 Improvementsto Reportable Segment Disclosures. The amendments in this update improve financial reporting by requiring disclosure of incremental segment information on an interim and annual basis, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted with retrospective application to all prior periods presented in the financial statements. The Company is currently assessing the impacts of this ASU on its disclosures for the year ended December 31, 2024.

Improvements to Income Tax Disclosures

In December 2023, FASB issued ASU No. 2023-09 Improvementsto Income Tax Disclosures. The amendments in this update encourage transparency in income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. The amendments are effective for annual periods beginning after December 15, 2024 with early adoption permitted and should be applied on a prospective basis, however, retrospective application is permitted. The Company is currently assessing the impacts of this ASU on its disclosures.

Financial instruments

We use financial instruments as part of our strategy to manage the risk associated with interest rates and currency exchange rates. We do not use financial instruments for trading or speculative purposes.

In July and December 2022, the Company entered into interest rate swap agreements (the “2022 IRS”) to convert SOFR floating interest rates to fixed rates to hedge $150.0 million and $250.0 million of US dollar borrowings under the Revolving Credit Facility at fixed interest rates of 2.8020% and 3.5920%, respectively. In April 2023 and December 2023, the Company entered into a similar swap agreement (the “2023 IRS”) to hedge an additional $100.0 million and $100.0 million of US dollar borrowings under the Revolving Credit Facility at a fixed interest rate of 3.7250% and 4.000%, respectively. The 2022 IRS and 2023 IRS have a maturity of May 27, 2027. The swaps are measured at fair value on the consolidated balance sheet. Gains or losses on the 2022 IRS and 2023 IRS, which are determined to be effective as hedges, are reported in other comprehensive income.

Financial instruments involve risks, such as the risk that counterparties may fail to honor their obligations under these arrangements. If we have financial instruments outstanding and such events occur, our results of operations and financial position may be adversely affected.

Transactions with related parties

As at September 30, 2024, the Company had $3.0 million of loans receivable from shareholders of subsidiaries (December 31, 2023 - $2.8 million). The majority of the loans receivable represent amounts to finance the sale of non-controlling interests in subsidiaries to senior managers. The loans are of varying principal amounts and interest rates which range from nil to 6.2%. These loans are due on demand or mature on various dates up to 2032 but are open for repayment without penalty at any time.

Outstanding share data

The authorized capital of the Company consists of an unlimited number of preference shares, issuable in series, an unlimited number of Subordinate Voting Shares and an unlimited number of Multiple Voting Shares. The holders of Subordinate Voting Shares are entitled to one vote in respect of each Subordinate Voting Share held at all meetings of the shareholders of the Company. The holders of Multiple Voting Shares are entitled to twenty votes in respect of each Multiple Voting Share held at all meetings of the shareholders of the Company. Each Multiple Voting Share is convertible into one Subordinate Voting Share at any time at the election of the holders thereof.

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As of the date hereof, the Company has outstanding 49,114,657 Subordinate Voting Shares and 1,325,694 Multiple Voting Shares. In addition, as at the date hereof 2,827,525 Subordinate Voting Shares are issuable upon exercise of options granted under the Company’s stock option plan.

Canadian tax treatment of common sharedividends

For the purposes of the enhanced dividend tax credit rules contained in the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation, all dividends (and deemed dividends) paid by us to Canadian residents on our Subordinate Voting Shares and Multiple Voting Shares are designated as “eligible dividends”. Unless stated otherwise, all dividends (and deemed dividends) paid by us hereafter are designated as “eligible dividends” for the purposes of such rules.

Disclosure controls and procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted by us under U.S. and Canadian securities legislation is recorded, processed, summarized and reported within the time periods specified in those rules, and include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted by us under U.S. and Canadian securities legislation is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to permit timely decisions regarding required disclosure. The Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in the rules of the U.S. Securities and Exchange Commission and the Canadian Securities Administrators, as at September 30, 2024. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as at September 30, 2024.

Changes in internal control over financial reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well-designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013 framework to evaluate the effectiveness of our internal control over financial reporting. Based on this assessment, management has concluded that as at September 30, 2024, our internal control over financial reporting was effective.

During the three months ended September 30, 2024, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Legal proceedings

There are no legal proceedings to which Colliers is a party to, or in respect of which, any of the property of Colliers is the subject of, which is or was material to Colliers during 2024, and Colliers is not aware of any such legal proceedings that are contemplated. In the normal course of operations, Colliers is subject to routine immaterial claims and litigation incidental to its business. Litigation currently pending or threatened against Colliers includes disputes with former employees and commercial liability claims related to services provided by Colliers. Colliers believes resolution of such proceedings, combined with amounts set aside, will not have a material impact on the Company’s financial condition or the results of operations.

Forward-looking statements and risks

This MD&A contains forward-looking statements with respect to expected financial performance, strategy and business conditions. The words “believe,” “anticipate,” “estimate,” “plan,” “expect,” “intend,” “may,” “project,” “will,” “would,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements reflect management's current beliefs with respect to future events and are based on information currently available to management. Forward-looking statements involve significant known and unknown risk and uncertainties. Many factors could cause our actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Factors which may cause such differences include, but are not limited to those set out below and those set out in detail in the “Risk Factors” section of the Company’s Annual Information Form:

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| --- | | · | Economic conditions, especially as they relate to rising interest rates, commercial and consumer credit<br>conditions and business spending, particularly in regions where our operations may be concentrated. | | --- | --- | | · | Rising inflation and its impact on compensation costs, hiring and retention of talent, and the Company’s<br>ability to recover costs from our clients. | | --- | --- | | · | Political conditions, including political instability, any outbreak or escalation of hostilities, elections,<br>referenda, trade policy changes, immigration policy changes and terrorism and the impact thereof on our business. | | --- | --- | | · | Commercial real estate and real asset values, vacancy rates and general conditions of financial liquidity<br>for transactions. | | --- | --- | | · | The effect of significant movements in average capitalization rates across different property types. | | --- | --- | | · | A change in or loss of our relationship with US government agencies. | | --- | --- | | · | Defaults by borrowers on loans originated under the Fannie Mae DUS Program. | | --- | --- | | · | A reduction by clients in their reliance on outsourcing for their commercial real estate needs. | | --- | --- | | · | Competition in the markets served by the Company. | | --- | --- | | · | The impact of changes in the market value of assets under management on the performance of our Investment<br>Management business. | | --- | --- | | · | A decline in our ability to fundraise in our Investment Management operations, or an increase in redemptions<br>from our perpetual funds and separately managed accounts. | | --- | --- | | · | A decline in our ability to attract, recruit and retain talent. | | --- | --- | | · | A decline in our performance impacting our continued compliance with the financial covenants under our<br>debt agreements, or our ability to negotiate a waiver of certain covenants with our lenders. | | --- | --- | | · | The effect of increases in interest rates on our cost of borrowing. | | --- | --- | | · | Unexpected increases in operating costs, such as insurance, workers’ compensation and health care. | | --- | --- | | · | Changes in the frequency or severity of insurance incidents relative to our historical experience. | | --- | --- | | · | The effects of changes in foreign exchange rates in relation to the US dollar on the Company’s Canadian<br>dollar, Euro, Australian dollar and UK pound sterling denominated revenues and expenses. | | --- | --- | | · | A decline in our ability to identify and make acquisitions at reasonable prices and successfully integrate<br>acquired operations. | | --- | --- | | · | Disruptions, cyber attacks or security failures in our information technology systems, and our ability<br>to recover from such incidents. | | --- | --- | | · | The ability to comply with laws and regulations related to our global operations, including real estate<br>and mortgage banking licensure, labour and employment laws and regulations, as well as the anti-corruption laws and trade sanctions. | | --- | --- | | · | Changes in climate and environment-related policies that directly impact our businesses. | | --- | --- | | · | Changes in government laws and policies at the federal, state/provincial or local level that directly<br>impact our businesses. | | --- | --- |

We caution that the foregoing list is not exhaustive of all possible factors, as other factors could adversely affect our results, performance or achievements. The reader is cautioned against undue reliance on these forward-looking statements. Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in such forward-looking statements will be realized. The inclusion of such forward-looking statements should not be regarded as a representation by the Company or any other person that the future events, plans or expectations contemplated by the Company will be achieved. We note that past performance in operations and share price are not necessarily predictive of future performance. We disclaim any intention and assume no obligation to update or revise any forward-looking statement even if new information becomes available, as a result of future events or for any other reason.

Additional information

Additional information about Colliers, including our Annual Information Form for the year ended December 31, 2023, is available on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Further information about us can also be obtained at www.colliers.com.

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