Colliers International Group Inc 6-K, filed Aug 5, 2022
Colliers International Group Inc. (CIGI)
About this 6-K
Colliers International Group Inc filed this 6-K on August 5, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of: August 2022
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 ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Indicate by check mark whether by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:
Yes ☐ No ☒
If “Yes” is marked, indicate the file number assigned to the Registrant in connection with Rule 12g3-2(b): N/A
| -2- |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| COLLIERS INTERNATIONAL GROUP INC. | ||
| Date: August 5, 2022 | /s/ Christian Mayer | |
| Name: Christian Mayer | ||
| Title: Chief Financial Officer |
| -3- |
EXHIBIT INDEX
| Exhibit | Description of Exhibit |
| 99.1 | Interim consolidated financial statements and management’s discussion & analysis for the three month and six month periods ended June 30, 2022. |
Exhibit 99.1
COLLIERS INTERNATIONAL
GROUP INC.
INTERIM CONSOLIDATED FINANCIAL STATEMENTS
Second Quarter
June 30, 2022
| Page 2 of 26 |
| COLLIERS INTERNATIONAL GROUP INC. | ||||||||||||||||
| CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) | ||||||||||||||||
| (Unaudited) | ||||||||||||||||
| (in thousands of US dollars, except per share amounts) | ||||||||||||||||
| Three months | Six months | |||||||||||||||
| ended June 30 | ended June 30 | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Revenues (note 21) | $ | 1,127,846 | $ | 945,994 | $ | 2,128,758 | $ | 1,720,908 | ||||||||
| Cost of revenues (exclusive of depreciation and | ||||||||||||||||
| amortization shown below) | 703,302 | 576,652 | 1,334,855 | 1,044,382 | ||||||||||||
| Selling, general and administrative expenses | 266,282 | 231,922 | 516,994 | 442,526 | ||||||||||||
| Depreciation | 11,818 | 11,041 | 23,867 | 21,480 | ||||||||||||
| Amortization of intangible assets | 32,279 | 23,533 | 56,870 | 50,871 | ||||||||||||
| Acquisition-related items (note 7) | 9,365 | 16,695 | 24,448 | 35,542 | ||||||||||||
| Settlement of long-term incentive arrangement ("LTIA") (note 17) | - | 471,928 | - | 471,928 | ||||||||||||
| Loss on disposal of operations (note 5) | 950 | - | 27,040 | - | ||||||||||||
| Operating earnings (loss) | 103,850 | (385,777 | ) | 144,684 | (345,821 | ) | ||||||||||
| Interest expense, net | 9,571 | 7,916 | 15,889 | 16,200 | ||||||||||||
| Earnings from equity accounted investments | (906 | ) | (1,732 | ) | (4,066 | ) | (3,138 | ) | ||||||||
| Other income, net | (156 | ) | (232 | ) | (124 | ) | (808 | ) | ||||||||
| Earnings (loss) before income tax | 95,341 | (391,729 | ) | 132,985 | (358,075 | ) | ||||||||||
| Income tax expense (note 18) | 28,610 | 20,872 | 44,937 | 29,719 | ||||||||||||
| Net earnings (loss) | 66,731 | (412,601 | ) | 88,048 | (387,794 | ) | ||||||||||
| Non-controlling interest share of earnings | 11,806 | 11,745 | 20,322 | 19,525 | ||||||||||||
| Non-controlling interest redemption increment (note 14) | 24,564 | 31,771 | 56,005 | 44,311 | ||||||||||||
| Net earnings (loss) attributable to Company | $ | 30,361 | $ | (456,117 | ) | $ | 11,721 | $ | (451,630 | ) | ||||||
| Net earnings (loss) per common share (note 15) | ||||||||||||||||
| Basic | $ | 0.70 | $ | (10.53 | ) | $ | 0.27 | $ | (10.80 | ) | ||||||
| Diluted | $ | 0.67 | $ | (10.53 | ) | $ | 0.26 | $ | (10.80 | ) | ||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
| Page 3 of 26 |
| COLLIERS INTERNATIONAL GROUP INC. | ||||||||||||||||
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS) | ||||||||||||||||
| (Unaudited) | ||||||||||||||||
| (in thousands of US dollars) | ||||||||||||||||
| Three months | Six months | |||||||||||||||
| ended June 30 | ended June 30 | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net earnings (loss) | $ | 66,731 | $ | (412,601 | ) | $ | 88,048 | $ | (387,794 | ) | ||||||
| Change in foreign currency translation | (12,829 | ) | (1,686 | ) | (14,820 | ) | (3,561 | ) | ||||||||
| Reclassification of accumulated foreign currency translation | ||||||||||||||||
| on disposal of operations (note 5) | 36 | - | 18,272 | - | ||||||||||||
| Unrealized gain on interest rate swaps, net of tax | 460 | 901 | 924 | 1,830 | ||||||||||||
| Pension liability adjustments, net of tax | - | - | 9 | - | ||||||||||||
| Comprehensive earnings (loss) | 54,398 | (413,386 | ) | 92,433 | (389,525 | ) | ||||||||||
| Less: Comprehensive earnings attributable to non- | ||||||||||||||||
| controlling interests | 43,557 | 41,701 | 85,377 | 64,183 | ||||||||||||
| Comprehensive earnings (loss) attributable to Company | $ | 10,841 | $ | (455,087 | ) | $ | 7,056 | $ | (453,708 | ) | ||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
| Page 4 of 26 |
| COLLIERS INTERNATIONAL GROUP INC. | ||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||
| (Unaudited) | ||||||||
| (in thousands of US dollars) | ||||||||
June 30, 2022 | December 31, 2021 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 171,312 | $ | 396,745 | ||||
| Restricted cash | 35,142 | 28,526 | ||||||
| Accounts receivable, net of allowance of $25,072 (December 31, 2021 - $22,413) | 532,669 | 502,416 | ||||||
| Contract assets (note 21) | 76,527 | 71,294 | ||||||
| Warehouse receivables (note 19) | 33,595 | 174,717 | ||||||
| Income tax recoverable | 25,449 | 13,373 | ||||||
| Prepaid expenses and other current assets | 239,241 | 339,847 | ||||||
| Real estate assets held for sale (note 6) | 199,461 | 44,089 | ||||||
| 1,313,396 | 1,571,007 | |||||||
| Other receivables | 15,698 | 12,441 | ||||||
| Contract assets (note 21) | 6,779 | 7,647 | ||||||
| Other assets | 118,200 | 99,983 | ||||||
| Fixed assets | 144,346 | 144,755 | ||||||
| Operating lease right-of-use assets | 316,731 | 316,517 | ||||||
| Deferred tax assets, net | 68,429 | 68,502 | ||||||
| Intangible assets (note 8) | 817,014 | 561,830 | ||||||
| Goodwill | 1,381,553 | 1,091,048 | ||||||
| 2,868,750 | 2,302,723 | |||||||
| $ | 4,182,146 | $ | 3,873,730 | |||||
| Liabilities and shareholders' equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | 414,069 | $ | 391,170 | ||||
| Accrued compensation | 498,990 | 691,604 | ||||||
| Income tax payable | 21,826 | 35,446 | ||||||
| Contract liabilities (note 21) | 29,951 | 30,397 | ||||||
| Long-term debt - current (note 9) | 4,808 | 1,458 | ||||||
| Contingent acquisition consideration - current (note 19) | 44,495 | 120,246 | ||||||
| Warehouse credit facilities (note 11) | 27,208 | 162,911 | ||||||
| Operating lease liabilities | 78,138 | 80,928 | ||||||
| Liabilities related to real estate assets held for sale (note 6) | 109,666 | 23,095 | ||||||
| 1,229,151 | 1,537,255 | |||||||
| Long-term debt (note 9) | 1,035,178 | 529,596 | ||||||
| Contingent acquisition consideration (note 19) | 46,691 | 34,425 | ||||||
| Operating lease liabilities | 298,121 | 296,633 | ||||||
| Other liabilities | 82,403 | 86,064 | ||||||
| Deferred tax liabilities, net | 55,093 | 42,371 | ||||||
| Convertible notes (note 10) | 225,866 | 225,214 | ||||||
| 1,743,352 | 1,214,303 | |||||||
| Redeemable non-controlling interests (note 14) | 720,685 | 536,903 | ||||||
| Shareholders' equity | ||||||||
| Common shares | 846,953 | 852,167 | ||||||
| Contributed surplus | 94,060 | 79,407 | ||||||
| Deficit | (381,304 | ) | (279,724 | ) | ||||
| Accumulated other comprehensive loss | (74,916 | ) | (70,251 | ) | ||||
| Total Company shareholders' equity | 484,793 | 581,599 | ||||||
| Non-controlling interests | 4,165 | 3,670 | ||||||
| Total shareholders' equity | 488,958 | 585,269 | ||||||
| $ | 4,182,146 | $ | 3,873,730 | |||||
Commitments and contingencies and subsequent events (note 20 and note 23)
The accompanying notes are an integral part of these interim consolidated financial statements.
| Page 5 of 26 |
| COLLIERS INTERNATIONAL GROUP INC. | ||||||||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||
| (in thousands of US dollars, except share information) | ||||||||||||||||||||||||||||
| Six months ended June 30, 2022 | ||||||||||||||||||||||||||||
| Common shares | Accumulated | |||||||||||||||||||||||||||
| Issued and | other | Non- | Total | |||||||||||||||||||||||||
| outstanding | Contributed | comprehensive | controlling | shareholders' | ||||||||||||||||||||||||
| shares | Amount | surplus | Deficit | loss | interests | equity | ||||||||||||||||||||||
| Balance, December 31, 2021 | 44,054,744 | $ | 852,167 | $ | 79,407 | $ | (279,724 | ) | $ | (70,251 | ) | $ | 3,670 | $ | 585,269 | |||||||||||||
| Net earnings | - | - | - | 88,048 | - | - | 88,048 | |||||||||||||||||||||
| Pension liability adjustment, | ||||||||||||||||||||||||||||
| net of tax | - | - | - | - | 9 | - | 9 | |||||||||||||||||||||
| Foreign currency translation loss | - | - | - | - | (14,820 | ) | - | (14,820 | ) | |||||||||||||||||||
| Unrealized gain on interest rate | ||||||||||||||||||||||||||||
| swaps, net of tax | - | - | - | - | 924 | - | 924 | |||||||||||||||||||||
| Other comprehensive earnings | ||||||||||||||||||||||||||||
| attributable to NCI | - | - | - | - | (9,050 | ) | 23 | (9,027 | ) | |||||||||||||||||||
| NCI share of earnings | - | - | - | (20,322 | ) | - | 1,348 | (18,974 | ) | |||||||||||||||||||
| NCI redemption increment | - | - | - | (56,005 | ) | - | - | (56,005 | ) | |||||||||||||||||||
| Distributions to NCI | - | - | - | - | - | (609 | ) | (609 | ) | |||||||||||||||||||
| Acquisition of businesses, net | - | - | - | - | - | (267 | ) | (267 | ) | |||||||||||||||||||
| Reclass to net earnings on disposal | ||||||||||||||||||||||||||||
| of operations (note 5) | - | - | (93 | ) | - | 18,272 | - | 18,179 | ||||||||||||||||||||
| Subsidiaries’ equity transactions | - | - | 8,480 | - | - | - | 8,480 | |||||||||||||||||||||
| Subordinate Voting Shares: | ||||||||||||||||||||||||||||
| Stock option expense | - | - | 9,351 | - | - | - | 9,351 | |||||||||||||||||||||
| Stock options exercised | 221,625 | 14,341 | (3,085 | ) | - | - | - | 11,256 | ||||||||||||||||||||
| Dividends | - | - | - | (6,490 | ) | - | - | (6,490 | ) | |||||||||||||||||||
| Purchased for cancellation (note 15) | (999,439 | ) | (19,555 | ) | - | (106,811 | ) | - | - | (126,366 | ) | |||||||||||||||||
| Balance, June 30, 2022 | 43,276,930 | $ | 846,953 | $ | 94,060 | $ | (381,304 | ) | $ | (74,916 | ) | $ | 4,165 | $ | 488,958 | |||||||||||||
| Three months ended June 30, 2022 | ||||||||||||||||||||||||||||
| Common shares | Accumulated | |||||||||||||||||||||||||||
| Issued and | other | Non- | Total | |||||||||||||||||||||||||
| outstanding | Contributed | comprehensive | controlling | shareholders' | ||||||||||||||||||||||||
| shares | Amount | surplus | Deficit | loss | interests | equity | ||||||||||||||||||||||
| Balance, March 31, 2022 | 43,675,830 | $ | 854,760 | $ | 89,507 | $ | (363,296 | ) | $ | (55,396 | ) | $ | 4,331 | $ | 529,906 | |||||||||||||
| Net earnings | - | - | - | 66,731 | - | - | 66,731 | |||||||||||||||||||||
| Foreign currency translation loss | - | - | - | - | (12,829 | ) | - | (12,829 | ) | |||||||||||||||||||
| Unrealized gain on interest rate | ||||||||||||||||||||||||||||
| swaps, net of tax | - | - | - | - | 460 | - | 460 | |||||||||||||||||||||
| Other comprehensive earnings | ||||||||||||||||||||||||||||
| attributable to NCI | - | - | - | - | (7,187 | ) | (139 | ) | (7,326 | ) | ||||||||||||||||||
| NCI share of earnings | - | - | - | (11,806 | ) | - | 669 | (11,137 | ) | |||||||||||||||||||
| NCI redemption increment | - | - | - | (24,564 | ) | - | - | (24,564 | ) | |||||||||||||||||||
| Distributions to NCI | - | - | - | - | - | (429 | ) | (429 | ) | |||||||||||||||||||
| Acquisition of businesses, net | - | - | - | - | - | (267 | ) | (267 | ) | |||||||||||||||||||
| Reclass to net earnings on disposal | ||||||||||||||||||||||||||||
| of operations (note 5) | - | - | - | - | 36 | - | 36 | |||||||||||||||||||||
| Subsidiaries’ equity transactions | - | - | 63 | - | - | - | 63 | |||||||||||||||||||||
| Subordinate Voting Shares: | ||||||||||||||||||||||||||||
| Stock option expense | - | - | 4,490 | - | - | - | 4,490 | |||||||||||||||||||||
| Dividends | - | - | - | (6,490 | ) | - | - | (6,490 | ) | |||||||||||||||||||
| Purchased for cancellation (note 15) | (398,900 | ) | (7,807 | ) | - | (41,879 | ) | - | - | (49,686 | ) | |||||||||||||||||
| Balance, June 30, 2022 | 43,276,930 | $ | 846,953 | $ | 94,060 | $ | (381,304 | ) | $ | (74,916 | ) | $ | 4,165 | $ | 488,958 | |||||||||||||
| Page 6 of 26 |
| COLLIERS INTERNATIONAL GROUP INC. | ||||||||||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY | ||||||||||||||||||||||||||||
| (Unaudited) | ||||||||||||||||||||||||||||
| (in thousands of US dollars, except share information) | ||||||||||||||||||||||||||||
| Six months ended June 30, 2021 | ||||||||||||||||||||||||||||
| Common shares | Accumulated | |||||||||||||||||||||||||||
| Issued and | Retained | other | Non- | Total | ||||||||||||||||||||||||
| outstanding | Contributed | earnings | comprehensive | controlling | shareholders' | |||||||||||||||||||||||
| shares | Amount | surplus | (deficit) | loss | interests | equity | ||||||||||||||||||||||
| Balance, December 31, 2020 | 40,189,436 | $ | 457,993 | $ | 66,971 | $ | 119,421 | $ | (61,979 | ) | $ | 3,703 | $ | 586,109 | ||||||||||||||
| Net loss | - | - | - | (387,794 | ) | - | - | (387,794 | ) | |||||||||||||||||||
| Foreign currency translation loss | - | - | - | - | (3,561 | ) | - | (3,561 | ) | |||||||||||||||||||
| Unrealized gain on interest rate | ||||||||||||||||||||||||||||
| swaps, net of tax | - | - | - | - | 1,830 | - | 1,830 | |||||||||||||||||||||
| Other comprehensive earnings | ||||||||||||||||||||||||||||
| attributable to NCI | - | - | - | - | (347 | ) | (127 | ) | (474 | ) | ||||||||||||||||||
| NCI share of earnings | - | - | - | (19,525 | ) | - | 1,337 | (18,188 | ) | |||||||||||||||||||
| NCI redemption increment | - | - | - | (44,311 | ) | - | - | (44,311 | ) | |||||||||||||||||||
| Distributions to NCI | - | - | - | - | - | (552 | ) | (552 | ) | |||||||||||||||||||
| Acquisition of businesses, net | - | - | - | - | - | (35 | ) | (35 | ) | |||||||||||||||||||
| Subordinate Voting Shares: | ||||||||||||||||||||||||||||
| Stock option expense | - | - | 5,522 | - | - | - | 5,522 | |||||||||||||||||||||
| Stock options exercised | 221,700 | 13,241 | (2,859 | ) | - | - | - | 10,382 | ||||||||||||||||||||
| Settlement of LTIA | 3,572,858 | 375,742 | - | - | - | - | 375,742 | |||||||||||||||||||||
| Dividends | - | - | - | (2,199 | ) | - | - | (2,199 | ) | |||||||||||||||||||
| Balance, June 30, 2021 | 43,983,994 | $ | 846,976 | $ | 69,634 | $ | (334,408 | ) | $ | (64,057 | ) | $ | 4,326 | $ | 522,471 | |||||||||||||
| Three months ended June 30, 2021 | ||||||||||||||||||||||||||||
| Common shares | Accumulated | |||||||||||||||||||||||||||
| Issued and | Retained | other | Non- | Total | ||||||||||||||||||||||||
| outstanding | Contributed | earnings | comprehensive | controlling | shareholders' | |||||||||||||||||||||||
| shares | Amount | surplus | (deficit) | loss | interests | equity | ||||||||||||||||||||||
| Balance, March 31, 2021 | 40,358,636 | $ | 468,145 | $ | 67,689 | $ | 123,908 | $ | (65,087 | ) | $ | 4,090 | $ | 598,745 | ||||||||||||||
| Net loss | - | - | - | (412,601 | ) | - | - | (412,601 | ) | |||||||||||||||||||
| Foreign currency translation loss | - | - | - | - | (1,686 | ) | - | (1,686 | ) | |||||||||||||||||||
| Unrealized gain on interest rate | ||||||||||||||||||||||||||||
| swaps, net of tax | - | - | - | - | 901 | - | 901 | |||||||||||||||||||||
| Other comprehensive earnings | ||||||||||||||||||||||||||||
| attributable to NCI | - | - | - | - | 1,815 | 10 | 1,825 | |||||||||||||||||||||
| NCI share of earnings | - | - | - | (11,745 | ) | - | 475 | (11,270 | ) | |||||||||||||||||||
| NCI redemption increment | - | - | - | (31,771 | ) | - | - | (31,771 | ) | |||||||||||||||||||
| Distributions to NCI | - | - | - | - | - | (241 | ) | (241 | ) | |||||||||||||||||||
| Acquisition of businesses, net | - | - | - | - | - | (8 | ) | (8 | ) | |||||||||||||||||||
| Subordinate Voting Shares: | ||||||||||||||||||||||||||||
| Stock option expense | - | - | 2,597 | - | - | - | 2,597 | |||||||||||||||||||||
| Stock options exercised | 52,500 | 3,089 | (652 | ) | - | - | - | 2,437 | ||||||||||||||||||||
| Settlement of LTIA | 3,572,858 | 375,742 | - | - | - | - | 375,742 | |||||||||||||||||||||
| Dividends | - | - | - | (2,199 | ) | - | - | (2,199 | ) | |||||||||||||||||||
| Balance, June 30, 2021 | 43,983,994 | $ | 846,976 | $ | 69,634 | $ | (334,408 | ) | $ | (64,057 | ) | $ | 4,326 | $ | 522,471 | |||||||||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
| Page 7 of 26 |
| COLLIERS INTERNATIONAL GROUP INC. | ||||||||||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||||
| (Unaudited) | ||||||||||||||||
| (in thousands of US dollars) | ||||||||||||||||
| Three months | Six months | |||||||||||||||
| ended June 30 | ended June 30 | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Cash provided by (used in) | ||||||||||||||||
| Operating activities | ||||||||||||||||
| Net earnings (loss) | $ | 66,731 | $ | (412,601 | ) | $ | 88,048 | $ | (387,794 | ) | ||||||
| Items not affecting cash: | ||||||||||||||||
| Depreciation and amortization | 44,097 | 34,574 | 80,737 | 72,351 | ||||||||||||
| Settlement of long-term incentive arrangement (note 17) | - | 375,742 | - | 375,742 | ||||||||||||
| Loss on disposal of operations (note 5) | 950 | - | 27,040 | - | ||||||||||||
| Gains attributable to mortgage servicing rights | (2,526 | ) | (5,841 | ) | (7,823 | ) | (14,916 | ) | ||||||||
| Gains attributable to the fair value of mortgage | ||||||||||||||||
| premiums and origination fees | (4,272 | ) | (10,705 | ) | (11,554 | ) | (22,283 | ) | ||||||||
| Deferred tax | (16 | ) | (13,073 | ) | (11,193 | ) | (22,504 | ) | ||||||||
| Earnings from equity accounted investments | (906 | ) | (1,732 | ) | (4,066 | ) | (3,138 | ) | ||||||||
| Stock option expense (note 16) | 4,490 | 2,597 | 9,351 | 5,522 | ||||||||||||
| Non-cash lease expense | (738 | ) | (567 | ) | (1,264 | ) | 17,491 | |||||||||
| Allowance for credit losses | 2,297 | 677 | 4,032 | 992 | ||||||||||||
| Amortization of advisor loans | 6,548 | 5,317 | 12,781 | 10,822 | ||||||||||||
| Contingent consideration (note 7) | 8,505 | 12,658 | 14,995 | 29,036 | ||||||||||||
| Other | 2,646 | 444 | 4,800 | 560 | ||||||||||||
| Increase in accounts receivable, prepaid expenses and other assets | (165,922 | ) | (55,446 | ) | (337,927 | ) | (79,233 | ) | ||||||||
| Increase (decrease) in accounts payable, accrued expenses and other liabilities | (19,206 | ) | 14,331 | (9,346 | ) | 1,779 | ||||||||||
| Increase (decrease) in accrued compensation | 60,535 | 82,799 | (208,235 | ) | (1,677 | ) | ||||||||||
| Contingent acquisition consideration paid | (1,257 | ) | (2,997 | ) | (60,810 | ) | (10,472 | ) | ||||||||
| Proceeds received on sale of mortgage loans | 296,613 | 757,113 | 666,524 | 1,595,030 | ||||||||||||
| Principal funded on originated mortgage loans | (200,476 | ) | (690,415 | ) | (514,549 | ) | (1,397,200 | ) | ||||||||
| Decrease in warehouse credit facilities | (88,610 | ) | (50,371 | ) | (135,704 | ) | (162,452 | ) | ||||||||
| Sales to AR Facility, net (note 12) | 22,916 | 14,183 | 145,853 | 10,892 | ||||||||||||
| Net cash provided by (used in) operating activities | 32,399 | 56,687 | (248,310 | ) | 18,548 | |||||||||||
| Investing activities | ||||||||||||||||
| Acquisitions of businesses, net of cash acquired (note 4) | (328,120 | ) | (366 | ) | (380,598 | ) | (4,207 | ) | ||||||||
| Purchases of fixed assets | (13,581 | ) | (10,510 | ) | (23,416 | ) | (32,603 | ) | ||||||||
| Advisor loans issued | (9,460 | ) | (6,127 | ) | (22,899 | ) | (17,208 | ) | ||||||||
| Purchase of held for sale real estate assets | (117,042 | ) | - | (117,042 | ) | - | ||||||||||
| Proceeds from sale of held for sale real estate assets | 48,505 | - | 48,505 | - | ||||||||||||
| Collections of AR facility deferred purchase price (note 12) | 90,101 | 11,824 | 256,429 | 22,732 | ||||||||||||
| Other investing activities | (1,222 | ) | (3,569 | ) | (8,748 | ) | (3,581 | ) | ||||||||
| Net cash used in investing activities | (330,819 | ) | (8,748 | ) | (247,769 | ) | (34,867 | ) | ||||||||
| Financing activities | ||||||||||||||||
| Increase in long-term debt | 479,931 | 240,902 | 674,866 | 444,423 | ||||||||||||
| Repayment of long-term debt | (134,255 | ) | (224,762 | ) | (137,460 | ) | (374,491 | ) | ||||||||
| Purchases of non-controlling interests' subsidiary shares, net | (7,595 | ) | (13,707 | ) | (33,557 | ) | (21,840 | ) | ||||||||
| Contingent acquisition consideration paid | (1,322 | ) | (941 | ) | (42,211 | ) | (3,918 | ) | ||||||||
| Proceeds received on exercise of stock options | 42 | 2,437 | 11,256 | 10,382 | ||||||||||||
| Dividends paid to common shareholders | - | - | (6,608 | ) | (2,009 | ) | ||||||||||
| Distributions paid to non-controlling interests | (26,628 | ) | (21,305 | ) | (41,554 | ) | (35,228 | ) | ||||||||
| Repurchases of Subordinate Voting Shares | (53,681 | ) | - | (126,366 | ) | - | ||||||||||
| Other financing activities | (3,049 | ) | - | (3,098 | ) | - | ||||||||||
| Net cash provided by (used in) financing activities | 253,443 | (17,376 | ) | 295,268 | 17,319 | |||||||||||
| Effect of exchange rate changes on cash | (14,167 | ) | 888 | (18,006 | ) | (966 | ) | |||||||||
| Page 8 of 26 |
| COLLIERS INTERNATIONAL GROUP INC. | ||||||||||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||||||
| (Unaudited) | ||||||||||||||||
| (in thousands of US dollars) | ||||||||||||||||
| Three months | Six months | |||||||||||||||
| ended June 30 | ended June 30 | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net change in cash, cash equivalents and restricted cash | (59,144 | ) | 31,451 | (218,817 | ) | 34 | ||||||||||
| Cash, cash equivalents and restricted cash, beginning of period | 265,598 | 146,116 | 425,271 | 177,533 | ||||||||||||
| Cash, cash equivalents and restricted cash, end of period | $ | 206,454 | $ | 177,567 | $ | 206,454 | $ | 177,567 | ||||||||
The accompanying notes are an integral part of these interim consolidated financial statements.
| Page 9 of 26 |
COLLIERS INTERNATIONAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
(in thousands of US dollars, except share and per share amounts)
| 1. | Description of the business |
Colliers International Group Inc. (“Colliers” or the “Company”) provides commercial real estate professional services and investment management to corporate and institutional clients in 35 countries around the world (63 countries including affiliates and franchisees). Colliers’ primary service lines are Outsourcing & Advisory, Investment Management, Leasing and Capital Markets. Operationally, Colliers is organized into four distinct segments: Americas; Europe, Middle East and Africa (“EMEA”); Asia and Australasia (“Asia Pacific”) and Investment Management.
| 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 audited consolidated financial statements of Colliers for the year ended December 31, 2021.
These Financial Statements follow the same accounting policies as the most recent audited consolidated financial statements, except for Note 3 and Note 6 relating to real estate assets held for sale.
As real estate assets held for sale are generally funded by cash on hand and are expected to be held for a period not to exceed twelve months, management revised its policy regarding the classification of real estate assets held for sale and liabilities related to real estate assets held for sale (collectively “Real Estate Assets HFS”) to present them as current on the consolidated balance sheets. In the opinion of management this presentation is more representative and meaningful given the intent of the transactions that give rise to the Real Estate Assets HFS. The change only impacts the presentation of Real Estate Assets HFS on the consolidated balance sheets without any impact on consolidated statements of earnings or the consolidated statements of cash flows. Prior year comparatives in relation to Real Estate Assets HFS have been restated to present as current to improve comparability with 2022 following the change in policy.
In the opinion of management, the Financial Statements contain all adjustments necessary to a fair statement of the financial position of the Company as at June 30, 2022 and the results of operations and its cash flows for the three and six months ended June 30, 2022 and 2021. All such adjustments are of a normal recurring nature. The results of operations for the six-month period ended June 30, 2022, are not necessarily indicative of the results to be expected for the year ending December 31, 2022.
| 3. | Impact of recently issued accounting standards |
Recently adopted accounting guidance
Debt with Conversion Options
In August 2020, the FASB issued ASU No. 2020-06, Debt- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contract in an Entity’s Own Equity. The ASU simplifies the accounting for convertible instruments and reduces the number of embedded conversion features being separately recognized from the host contract as compared to current GAAP. The ASU also enhances information transparency through targeted improvements to the disclosures for convertible instruments and earnings-per-share guidance. The Company adopted the guidance effective January 1, 2022. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements.
| Page 10 of 26 |
Reference Rate Reform
The FASB has issued two 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 Reference Rate 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. 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. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements.
| 4. | Acquisitions |
During the six months ended June 30, 2022, the Company acquired controlling interests in six businesses.
In March 2022, the Company acquired two businesses operating in the Americas (a civil engineering, design and survey firm headquartered in San Antonio, Texas and the Colliers affiliate for Cincinnati and Cleveland, Ohio).
In April 2022, the Company completed the acquisition of controlling interests in Antirion SGR S.p.A. (“Antirion”), a real estate investment management firm in Italy and its Italy affiliate in EMEA (which collectively consists of Colliers International Italia S.p.A., Colliers Real Estate Services Italia S.R.L. and Colliers Real Estate Management Services S.R.L.).
In May 2022, the Company acquired a building consultancy and project management firm in EMEA (United Kingdom).
In June 2022, the Company acquired a controlling interest in Basalt Infrastructure Partners LLP (“Basalt”), a transatlantic infrastructure investment management firm, based in London, operating in North America and Europe across the communications, transportation, energy / power, and utilities sub-sectors.
Given the complexity of certain assets and liabilities acquired, primarily intangibles and related income tax items, the allocation of the purchase consideration recorded in the accompanying financial statements is preliminary. The acquisition date fair value of consideration transferred and preliminary fair value determinations were as follows:
| Aggregate | ||||||||||||
| Basalt | Other | Acquisitions | ||||||||||
| Current assets, excluding cash | $ | 3,819 | $ | 27,645 | $ | 31,464 | ||||||
| Non-current assets | 2,906 | 18,645 | 21,551 | |||||||||
| Current liabilities | 18,960 | 23,694 | 42,654 | |||||||||
| Long-term liabilities | 5,316 | 36,864 | 42,180 | |||||||||
| $ | (17,551 | ) | $ | (14,268 | ) | $ | (31,819 | ) | ||||
| Cash consideration, net of cash acquired of $71,665 | $ | 278,646 | $ | 101,952 | $ | 380,598 | ||||||
| Acquisition date fair value of contingent consideration | 13,279 | 21,155 | 34,434 | |||||||||
| Total purchase consideration | $ | 291,925 | $ | 123,107 | $ | 415,032 | ||||||
| Acquired intangible assets (note 8) | ||||||||||||
| Finite life | $ | 179,700 | $ | 130,738 | $ | 310,438 | ||||||
| Goodwill | $ | 234,718 | $ | 94,921 | $ | 329,639 | ||||||
| Redeemable non-controlling interest | $ | 104,942 | $ | 88,284 | $ | 193,226 | ||||||
| Page 11 of 26 |
During the six months ended June 30, 2022, the Company made no adjustments to its purchase consideration for acquisitions completed in 2021.
The purchase price allocations of acquisitions resulted in the recognition of goodwill. The primary factors contributing to goodwill are future growth prospects, assembled workforces and synergies with existing operations. For acquisitions completed during the six months ended June 30, 2022, goodwill in the amount of $258,507 is deductible for income tax purposes (December 31, 2021 - $2,678).
The Company typically structures its business acquisitions to include contingent consideration. Certain vendors, at the time of acquisition, are entitled to receive a contingent consideration payment if the acquired businesses achieve specified earnings levels during the one- to five-year periods following the dates of acquisition. The ultimate amount of payment is determined based on a formula, the key inputs to which are (i) a contractually agreed maximum payment; (ii) a contractually specified earnings level and (iii) the actual earnings for the contingency period. If the acquired business does not achieve the specified earnings level, the maximum payment is reduced for any shortfall, potentially to nil.
Unless it contains an element of compensation, contingent consideration is recorded at fair value each reporting period. The fair value recorded on the consolidated balance sheet as at June 30, 2022, was $91,186 (December 31, 2021 - $154,671). See note 19 for discussion on the fair value of contingent consideration. Contingent consideration where the seller is required to remain employed to be entitled to payment is considered to have a compensatory element and is revalued at each reporting period and recognized on a straight-line basis over the term of the contingent consideration arrangement. The liability recorded on the balance sheet for the compensatory element of contingent consideration arrangements as at June 30, 2022, was $21,974 (December 31, 2021 - $13,607). The estimated range of outcomes (undiscounted) for all contingent consideration arrangements, including those with an element of compensation is determined based on the formula price and the likelihood of achieving specified earnings levels over the contingency period, and ranges from $316,907 to a maximum of $365,968. These contingencies will expire during the period extending to May 2027.
| 5. | Business disposals |
The Company discontinued its operations in Russia in March 2022, by way of a sale of its controlling interests to local management. The Company also sold two individually insignificant operations during the six month period ended June 30, 2022 (EMEA - Morocco and Americas - Panama). The proceeds received from the disposals were de minimus and during the three and six periods the Company recognized an aggregated loss on disposal of operations in the amount of $950 and $27,040 respectively.
The table below summarizes the change in the Company’s assets related to the disposal of operations and the calculation of the loss on disposal:
| Aggregate | ||||
| Disposals | ||||
| Current assets, excluding cash | $ | 6,407 | ||
| Non-current assets, excluding goodwill | 3,819 | |||
| Goodwill | 7,052 | |||
| Current liabilities | $ | (6,848 | ) | |
| Non-current liabilities | (2,534 | ) | ||
| Redeemable non-controlling interest | $ | (2,361 | ) | |
| Net assets of disposed operations, excluding cash | 5,535 | |||
| Page 12 of 26 |
The below table summarizes the calculation of the loss on disposal of operations:
| Cash consideration, net of disposed cash | $ | (3,593 | ) | |
| Net assets of disposed operations, excluding cash | 5,535 | |||
| Reclasses from Shareholder's equity to net earnings: | ||||
| Contributed surplus | 93 | |||
| Non-controlling interest | 267 | |||
| Accumulated foreign currency translation | (18,272 | ) | ||
| Loss on disposal of operations | $ | (27,040 | ) |
| 6. | Real estate assets held for sale |
From time to time, the Company’s Investment Management segment purchases real estate assets for placement into a fund. This typically occurs in the early stages of fundraising where temporary liquidity is needed to fund investment opportunities that arise prior to the availability of fund capital. The purchased assets are recorded as real estate assets held for sale prior to the ultimate sale to the identified fund. The assets are typically held for a short period of time not expected to exceed twelve months. The transactions are not intended as an alternative source of operating earnings and the arrangements to sell the assets to a fund are generally structured not to generate any gain or loss. The purchases are accounted for by the acquisition method of accounting for asset purchases that do not constitute the acquisition of a business.
In December 2021, the Company acquired a controlling interest in a portfolio of land and buildings located in the United States and associated liabilities from an unrelated party (the “2021 RE Assets”). The Company sold the 2021 RE Assets to a newly established closed-end fund which is managed by the Company, without gain or loss, during the second quarter of 2022.
In May 2022, the Company acquired controlling interests in a portfolio of land and buildings located in the United States and associated liabilities from unrelated parties (the “May 2022 RE Assets”). The Company sold the May 2022 RE Assets to a newly established closed-end fund which is managed by the Company, without gain or loss, during the second quarter of 2022.
In June 2022, the Company acquired controlling interests in two portfolios of land and buildings located in the United States and associated liabilities from unrelated parties (the “June 2022 RE Assets”). The Company expects to sell the June 2022 RE Assets to a newly established closed-end fund which is managed by the Company, without gain or loss, during the second half of 2022.
As is customary for closed-end funds, the Company has a limited partner equity interest of between 1% and 2%.
During the period ended June 30, 2022, the effect on net earnings related to real estate assets held for sale was nil (2021 - nil).
The following table summarizes the real estate assets and associated liabilities held for sale.
| As at June 30, | As at December 31, | |||||||
| 2022 | 2021 | |||||||
| Real estate assets held for sale | ||||||||
| Real estate assets held for sale - current | $ | 199,461 | $ | 44,089 | ||||
| Liabilities related to real estate assets held for sale - current | $ | 109,666 | $ | 23,095 | ||||
| Net real estate assets held for sale | $ | 89,795 | $ | 20,994 | ||||
| Page 13 of 26 |
| 7. | Acquisition-related items |
| Three months ended | Six months ended | |||||||||||||||
| June 30 | June 30 | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Transaction costs | $ | 2,737 | $ | 4,037 | $ | 9,452 | $ | 6,506 | ||||||||
| Contingent consideration fair value adjustments (note 19) | (480 | ) | 11,435 | 4,887 | 26,222 | |||||||||||
| Contingent consideration compensation expense | 7,108 | 1,223 | 10,109 | 2,814 | ||||||||||||
| $ | 9,365 | $ | 16,695 | $ | 24,448 | $ | 35,542 | |||||||||
| 8. | 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:
| June 30, 2022 | Gross | |||||||||||
| carrying | Accumulated | |||||||||||
| amount | amortization | Net | ||||||||||
| Indefinite life intangible assets: | ||||||||||||
| Licenses | $ | 29,200 | $ | - | $ | 29,200 | ||||||
| Trademarks and trade names | 23,219 | - | 23,219 | |||||||||
| $ | 52,419 | $ | - | $ | 52,419 | |||||||
| Finite life intangible assets: | ||||||||||||
| Customer lists and relationships | $ | 400,052 | $ | 163,342 | $ | 236,710 | ||||||
| Investment management contracts | 500,873 | 99,769 | 401,104 | |||||||||
| Mortgage servicing rights ("MSRs") | 159,934 | 55,323 | 104,611 | |||||||||
| Franchise rights | 1,142 | 1,104 | 38 | |||||||||
| Trademarks and trade names | 18,662 | 6,303 | 12,359 | |||||||||
| Management contracts and other | 17,402 | 11,928 | 5,474 | |||||||||
| Backlog | 11,212 | 6,913 | 4,299 | |||||||||
| $ | 1,109,277 | $ | 344,682 | $ | 764,595 | |||||||
| $ | 1,161,696 | $ | 344,682 | $ | 817,014 | |||||||
| Gross | ||||||||||||
| December 31, 2021 | carrying | Accumulated | ||||||||||
| amount | amortization | Net | ||||||||||
| Indefinite life intangible assets: | ||||||||||||
| Licenses | $ | 29,200 | $ | - | $ | 29,200 | ||||||
| Trademarks and trade names | 23,804 | - | 23,804 | |||||||||
| $ | 53,004 | $ | - | $ | 53,004 | |||||||
| Finite life intangible assets: | ||||||||||||
| Customer lists and relationships | $ | 352,860 | $ | 152,026 | $ | 200,834 | ||||||
| Investment management contracts | 270,600 | 85,012 | 185,588 | |||||||||
| Mortgage servicing rights ("MSRs") | 147,878 | 41,455 | 106,423 | |||||||||
| Franchise rights | 1,185 | 1,092 | 93 | |||||||||
| Trademarks and trade names | 12,600 | 4,861 | 7,739 | |||||||||
| Management contracts and other | 17,606 | 11,057 | 6,549 | |||||||||
| Backlog | 2,400 | 800 | 1,600 | |||||||||
| $ | 805,129 | $ | 296,303 | $ | 508,826 | |||||||
| $ | 858,133 | $ | 296,303 | $ | 561,830 | |||||||
| Page 14 of 26 |
MSR intangible assets represent the carrying value of servicing assets in the Americas segment. The MSR asset is being amortized over the estimated period that the net servicing income is expected to be received.
The MSR assets are evaluated quarterly for impairment by stratifying the servicing portfolio according to predominant risk characteristics, primarily investor type and interest rate. An impairment is recorded if the carrying value of an individual stratum exceeds its estimated fair value. There was no impairment recorded for the six-month period ended June 30, 2022.
The following table summarizes activity related to the Company’s mortgage servicing rights for the six months ended June 30, 2022.
| 2022 | ||||
| Balance, January 1 | $ | 106,423 | ||
| Additions, following the sale of loan | 12,056 | |||
| Amortization | (7,765 | ) | ||
| Prepayments and write-offs | (6,103 | ) | ||
| Balance, June 30 | $ | 104,611 | ||
The following is the estimated future expense for amortization of the recorded MSRs and other intangible assets for each of the next five years and thereafter:
| For the year ended December 31, | MSRs | Other Intangibles | Total | |||||||||
| 2022 (remaining six months) | $ | 6,819 | $ | 49,510 | $ | 56,329 | ||||||
| 2023 | 12,382 | 87,936 | 100,318 | |||||||||
| 2024 | 11,478 | 79,569 | 91,047 | |||||||||
| 2025 | 10,547 | 71,182 | 81,729 | |||||||||
| 2026 | 9,869 | 67,146 | 77,015 | |||||||||
| Thereafter | 53,516 | 304,641 | 358,157 | |||||||||
| $ | 104,611 | $ | 659,984 | $ | 764,595 | |||||||
| 9. | Long-term debt |
On May 27, 2022, the Company entered into an amended and extended the multi-currency, sustainability-linked senior unsecured revolving credit facility (the “Revolving Credit Facility”) of $1,500,000. 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. The weighted average interest rate on borrowings under the Revolving Credit Facility for the three months ended June 30, 2022 was 2.4% (2021 – 1.7%). The Revolving Credit Facility had $953,085 of available undrawn credit as at June 30, 2022 ($988,167 as at December 31, 2021). As of June 30, 2022, letters of credit in the amount of $11,915 were outstanding against the Revolving Credit Facility ($11,833 as at December 31, 2021). The Revolving Credit Facility requires a commitment fee of 0.11% to 0.35% of the unused portion, depending on certain leverage ratios. At any time during the term, the Company has the right to increase the Revolving Credit Facility by up to $250,000 on the same terms and conditions.
The Company has outstanding €210,000 of senior unsecured notes with a fixed interest rate of 2.23% (the “Senior Notes due 2028”), which are held by a group of institutional investors. The Senior Notes due 2028 have a 10-year term ending May 30, 2028.
The Company also has outstanding €125,000 and $150,000 of senior unsecured notes with fixed interest rates of 1.52% and 3.02%, respectively (the “Senior Notes due 2031”), which are held by a group of institutional investors. The Senior Notes due 2031 have a 10-year term ending October 7, 2031.
| Page 15 of 26 |
The Revolving Credit Facility, Senior Notes due 2028, and Senior Notes due 2031 rank equally in terms of seniority and have similar financial covenants, including leverage and interest coverage. The Company was in compliance with all covenants as of June 30, 2022. The Company is limited from undertaking certain mergers, acquisitions and dispositions without prior approval.
| 10. | Convertible notes |
In May 2020, the Company issued $230,000 aggregate principal of 4.0% Convertible Senior Subordinated Notes (the “Convertible Notes”) at par value. The Convertible Notes will mature on June 1, 2025, and bear interest of 4.0% per annum, payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2020. The Convertible Notes are accounted for entirely as debt as no portion of the proceeds is required to be accounted for as attributable to the conversion feature. The Convertible Notes are unsecured and subordinated to all of the Company’s existing and future secured indebtedness and are treated as equity for financial leverage calculations under the Company’s Revolving Credit Facility and Senior Notes.
The Convertible Notes may be converted at the holder’s option at any time prior to maturity into Subordinate Voting Shares based on an initial conversion rate of approximately 17.2507 Subordinate Voting Shares per $1,000 principal amount of Convertible Notes, which represents an initial conversion price of $57.97 per Subordinate Voting Share. On December 7, 2021, the Company increased its semi-annual dividend on the outstanding Subordinate Voting Shares and Multiple Voting Shares from $0.05 to $0.15 per share. On May 17, 2022, the Company declared its semi-annual dividend of $0.15 per share. This modified the conversion rate to 17.2783 Subordinate Voting Shares per $1,000 principal amount of Convertible Notes, which represents a conversion price of $57.88 per Subordinate Voting Share.
The Company, at its option, may also redeem the Convertible Notes, in whole or in part, on or after June 1, 2023, at a redemption price equal to 100% of the principal amount of the Convertible Notes to be redeemed, plus accrued and unpaid interest, provided that the last reported trading price of the Subordinate Voting Shares for any 20 trading days in a consecutive 30 trading day period preceding the date of the notice of redemption is not less than 130% of the conversion price.
Subject to specified conditions, the Company may elect to repay some or all of the outstanding principal amount of the Convertible Notes, on maturity or redemption, through the issuance of Subordinate Voting Shares.
In connection with the issuance of the Convertible Notes, at the time, the Company incurred financing costs of $6,795 which are being amortized over five years using the effective interest rate method. For the quarter ended June 30, 2022, there was $327 of financing fee amortization included in interest expense within the accompanying Consolidated Statements of Earnings. The effective interest rate on the Convertible Notes is approximately 4.7%.
| 11. | Warehouse credit facilities |
The following table summarizes the Company’s mortgage warehouse credit facilities as at June 30, 2022:
| June 30, 2022 | December 31, 2021 | |||||||||||||||||
| Current | Maximum | Carrying | Maximum | Carrying | ||||||||||||||
| Maturity | Capacity | Value | Capacity | Value | ||||||||||||||
| Facility A - SOFR plus 1.70% | October 19, 2022 | $ | 125,000 | $ | 6,298 | $ | 125,000 | $ | 70,694 | |||||||||
| Facility B - SOFR plus 1.70% | On demand | 125,000 | 13,055 | 125,000 | 49,860 | |||||||||||||
| Facility C - SOFR plus 1.60% | April 27, 2023 | 150,000 | 7,855 | 150,000 | 42,357 | |||||||||||||
| $ | 400,000 | $ | 27,208 | $ | 400,000 | $ | 162,911 | |||||||||||
Colliers Mortgage LLC (“Colliers Mortgage”) has warehouse credit facilities which are used exclusively for the purpose of funding warehouse mortgages receivable. The warehouse credit facilities are recourse only to Colliers Mortgage, are revolving and are secured by any warehouse mortgages financed on the facilities.
| Page 16 of 26 |
On June 1, 2022, Colliers Mortgage entered into an amendment to the financing agreement for Facility A modifying the interest rate to SOFR plus 1.7%.
On May 26, 2022, Colliers Mortgage entered into an amendment to the financing agreement for Facility C modifying the interest rate to SOFR plus 1.6% and maturity date to April 27, 2023, with an option to extend to April 27, 2024.
| 12. | AR Facility |
In April 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 April 25, 2022, the Company renewed its AR Facility with two third-party financial institutions and expanded the committed availability to $150,000, from $125,000, with a term of 364 days extending to April 24, 2023. As of June 30, 2022, the Company’s draw under the AR Facility was $145,640.
All transactions under the AR Facility are accounted for as a true sale in accordance with ASC 860, Transfers and Servicing (“ASC 860”). Following the sale of the Receivables to the Purchaser, the Receivables are legally isolated from the Company and its wholly owned special purpose entities. The AR Facility is recorded as a sale of accounts receivable, and accordingly sold receivables are derecognized from the consolidated balance sheet. The Company continues to service, administer and collect the Receivables on behalf of the Purchaser, and recognizes a servicing liability in accordance with ASC 860. The Company has elected the amortization method for subsequent measurement of the servicing liability, which is assessed for changes in the obligation at each reporting date. As of June 30, 2022, 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. For the six months ending June 30, 2022, Receivables sold under the AR Facility were $1,022,514 and cash collections from customers on Receivables sold were $1,015,210, all of which were reinvested in new Receivables purchases and are included in cash flows from operating activities in the consolidated statement of cash flows. As of June 30, 2022, the outstanding principal on trade accounts receivable, net of Allowance for Doubtful Accounts, sold under the AR Facility was $169,897; and the outstanding principal on contract assets, current and non-current, sold under the AR Facility was $93,546. See note 19 for fair value information on the DPP.
For the six months ended June 30, 2022, the Company recognized a loss related to Receivables sold of $108 (2021 - $2 gain) that was recorded in other expense 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 six months ended June 30, 2022, were $113,074.
| 13. | 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%).
| Page 17 of 26 |
The following table provides the maximum exposure to loss related to these non-consolidated VIEs:
| June 30, | December 31, | |||||||
| 2022 | 2021 | |||||||
| Equity accounted investments | $ | 21,875 | $ | 16,550 | ||||
| Co-investment commitments | 19,617 | 20,284 | ||||||
| Maximum exposure to loss | $ | 41,492 | $ | 36,834 | ||||
| 14. | 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:
| 2022 | ||||
| Balance, January 1 | $ | 536,903 | ||
| RNCI share of earnings | 18,974 | |||
| RNCI redemption increment | 56,005 | |||
| Distributions paid to RNCI | (43,564 | ) | ||
| Purchase of interests from RNCI | (42,587 | ) | ||
| Sale of interests to RNCI | 4,334 | |||
| Disposal of operations (note 5) | (2,361 | ) | ||
| RNCI recognized on business acquisitions | 193,226 | |||
| Other | (245 | ) | ||
| Balance, June 30 | $ | 720,685 | ||
The Company has shareholders’ agreements in place at each of its non-wholly owned subsidiaries. These agreements allow the Company to “call” the RNCI at a price determined with the use of a formula price, which is usually equal to a fixed multiple of average annual net earnings before income taxes, interest, depreciation, and amortization. The agreements also have redemption features which allow the owners of the RNCI to “put” their equity to the Company at the same price subject to certain limitations. The formula price is referred to as the redemption amount and may be paid in cash or in Subordinate Voting Shares. The redemption amount as of June 30, 2022, was $695,637 (December 31, 2021 - $513,291). The redemption amount is lower than that recorded on the balance sheet as the formula price of certain RNCI are lower than the amount initially recorded at the inception of the minority equity position. If all put or call options were settled with Subordinate Voting Shares as at June 30, 2022, approximately 6,250,000 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.
| 15. | Net earnings (loss) per common share |
The earnings per share calculation cannot be anti-dilutive, therefore diluted shares is not used in the denominator when the numerator is in a loss position.
Diluted EPS is calculated using the “if-converted” method of calculating earnings per share in relation to the Convertible Notes, which were issued on May 19, 2020. As such, the interest (net of income 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 three-month period ended June 30, 2022. The “if-converted” method is anti-dilutive for the three-month period ended June 30, 2021 and six-month periods ended June 30, 2022 and 2021.
| Page 18 of 26 |
The following table reconciles the basic and diluted common shares outstanding:
| Three months ended | Six months ended | |||||||||||||||
| (in thousands) | June 30 | June 30 | ||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net earnings (loss) attributable to Company | $ | 30,361 | $ | (456,117 | ) | $ | 11,721 | $ | (451,630 | ) | ||||||
| After-tax interest on Convertible Notes | 1,691 | - | - | - | ||||||||||||
| Adjusted numerator under the If-Converted Method | $ | 32,052 | $ | (456,117 | ) | $ | 11,721 | $ | (451,630 | ) | ||||||
| Weighted average common shares - Basic | 43,336 | 43,329 | 43,698 | 41,801 | ||||||||||||
| Exercise of stock options | 494 | - | 630 | - | ||||||||||||
| Conversion of Convertible Notes | 3,974 | - | - | - | ||||||||||||
| Weighted average common shares - Diluted | 47,804 | 43,329 | 44,328 | 41,801 | ||||||||||||
On July 16, 2021, the Company announced the approval by the Toronto Stock Exchange of its notice to implement a normal course issuer bid (the “2021/2022 NCIB”). The 2021/2022 NCIB allowed the Company to purchase for cancellation, up to 3,200,000 Subordinate Voting Shares. The NCIB commenced on July 20, 2021 and expired on July 19, 2022. See note 23.
During the period from March 3, 2022, to April 25, 2022, the Company repurchased 999,439 Subordinate Voting Shares for total consideration of $126,366. The repurchase cost, including commissions and fees, were allocated to common shares for the weighted average book value and to retained earnings for any excess. Under the NCIB all shares were purchased for cancellation.
| 16. | 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 June 30, 2022, there were 1,677,050 options available for future grants.
Grants under the Company’s stock option plan are equity-classified awards.
There were 28,750 stock options granted during the six months ended June 30, 2022 (2021- 30,000). Stock option activity for the six months ended June 30, 2022 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, 2021 | 2,550,875 | $ | 89.34 | |||||||||||||
| Granted | 28,750 | 133.66 | ||||||||||||||
| Exercised | (221,625 | ) | 50.79 | |||||||||||||
| Forfeited | (6,500 | ) | 126.76 | |||||||||||||
| Shares issuable under options - | ||||||||||||||||
| June 30, 2022 | 2,351,500 | $ | 93.41 | 2.8 | $ | 73,748 | ||||||||||
| Options exercisable - June 30,2022 | 977,689 | $ | 76.24 | 1.9 | $ | 34,608 | ||||||||||
The amount of compensation expense recorded in the statement of earnings for the six months ended June 30, 2022 was $9,351 (2021 - $5,522). As of June 30, 2022, there was $26,280 of unrecognized compensation cost related to non-vested awards which is expected to be recognized over the next 4 years. During the six-month period ended June 30, 2022, the fair value of options vested was $4,461 (2021 - $4,649).
| Page 19 of 26 |
| 17. | Long-term incentive arrangement |
On April 16, 2021, after receiving approval from 95% of disinterested shareholders, the Company settled the Management Services Agreement (the “MSA”), including the Long-Term Incentive Arrangement (the “LTIA”), originally entered into on February 1, 2004 between the Company, Jay S. Hennick (the Company’s Chairman & Chief Executive Officer) and Jayset Management CIG Inc., a corporation controlled by Mr. Hennick (the “Transaction”). In addition, the Transaction established an orderly timeline for the elimination of the Company’s dual class voting structure by no later than September 1, 2028. The Company, under the terms of the Transaction (a) paid US$96,200 (C$120,300) in cash and (b) issued a total of 3,572,858 Subordinate Voting Shares to an entity controlled by Mr. Hennick. The total purchase price was determined by applying the formula provided in the existing MSA for the LTIA using a price of US$106.40 per share (which is the volume weighted average price of the Subordinate Voting Shares on the Toronto Stock Exchange for the period from February 11, 2021, through to and including February 25, 2021, converted to US dollars). Subsequent to the completion of the Transaction, the MSA was terminated thereby eliminating the LTIA and all future fees and other entitlements owing thereafter. The settlement of the LTIA was considered a modification of a share-based payment arrangement, which was accounted for as compensation expense and presented separately as settlement of long-term incentive arrangement in the Company’s Consolidated Statements of Earnings. The net cash impact was included in operating activities in the Company’s Consolidated Statements of Cash Flows.
| 18. | Income tax |
The provision for income tax for the six months ended June 30, 2022, reflected an effective tax rate of 33.8% (2021 - negative 8.3%) relative to the combined statutory rate of approximately 26.5% (2021 - 26.5%). The current year’s rate was impacted by the loss on disposal of the Company’s controlling interest in its Russian operations, which was not tax deductible. The current year’s rate was also impacted by the outside basis difference in investment in a U.K. flowthrough entity arising from accounting amortization of intangibles and acquisition related items, on which a deferred tax benefit was not recognizable. The prior year’s rate was negatively impacted by the settlement of the long-term incentive arrangement (see note 17). The settlement and its related costs were not tax deductible.
| 19. | Financial instruments |
Fair values of financial instruments
The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis as of June 30, 2022:
| Level 1 | Level 2 | Level 3 | ||||||||||
| Assets | ||||||||||||
| Cash equivalents | $ | 3,953 | $ | - | $ | - | ||||||
| Equity securities | 10,291 | 27 | - | |||||||||
| Debt securities | - | 13,833 | - | |||||||||
| Mortgage derivative assets | - | 26,948 | - | |||||||||
| Warehouse receivables | - | 33,595 | - | |||||||||
| Deferred Purchase Price on AR Facility | - | - | 91,385 | |||||||||
| Total assets | $ | 14,244 | $ | 74,403 | $ | 91,385 | ||||||
| Liabilities | ||||||||||||
| Mortgage derivative liabilities | $ | - | $ | 18,988 | $ | - | ||||||
| Interest rate swap liabilities | - | 2,053 | - | |||||||||
| Contingent consideration liabilities | - | - | 91,186 | |||||||||
| Total liabilities | $ | - | $ | 21,041 | $ | 91,186 | ||||||
There were no significant non-recurring fair value measurements recorded during the quarter ended June 30, 2022.
| Page 20 of 26 |
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.
Financial instruments and other inventory positions owned
The Company records financial instruments and other inventory positions owned 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 U.S. 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
The fair value of interest rate lock commitments and forward sale commitments are derivatives and considered Level 2 valuations. Fair value measurements for both interest rate lock commitments and forward sales commitment consider observable market data, 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 or the fair value of MSRs. However, the Company has evaluated the impact of the fair value of the MSRs on the fair value of the derivatives and they do not have a significant impact on the derivative fair values. The Company also considers the impact of counterparty non-performance risk when measuring the fair value of these derivatives. Given the credit quality of the Company’s counterparties, the short duration of interest rate lock commitments and forward sales contracts and the Company’s historical experience, the risk of nonperformance by the counterparties does not have a significant impact on the determination of fair value.
Warehouse receivables
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 warehouse receivables and proceeds received from the sale of mortgage loans to third party investors reduce warehouse receivables. As at June 30, 2022, substantially all of the Company’s mortgage warehouse receivables were under commitment to be purchased by a GSE or by a qualifying investor. These assets are classified as Level 2 in the fair value hierarchy as a substantial majority of the inputs are readily observable.
AR Facility deferred purchase price (“DPP”)
The Company recorded a DPP under its AR Facility. The DPP represents the difference between the fair value of the Receivables sold and the cash purchase price and is recognized at fair value as part of the sale transaction. The DPP is remeasured each reporting period in order to account for activity during the period, including the seller’s interest in any newly transferred Receivables, collections on previously transferred Receivables attributable to the DPP and changes in estimates for credit losses. Changes in the DPP attributed to changes in estimates for credit losses are expected to be immaterial, as the underlying Receivables are short-term and of high credit quality. The DPP is valued using Level 3 inputs, primarily discounted cash flows, with the significant inputs being discount rates ranging from 2.5% to 5.0% depending upon the aging of the Receivables. See note 12 for information on the AR Facility.
Changes in the fair value of the DPP comprises the following:
| 2022 | ||||
| Balance, January 1 | $ | 238,835 | ||
| Additions to DPP | 113,074 | |||
| Collections on DPP | (256,429 | ) | ||
| Fair value adjustment | (108 | ) | ||
| Foreign exchange and other | (3,987 | ) | ||
| Balance, June 30 | $ | 91,385 | ||
| Page 21 of 26 |
Interest rate swaps
In December 2018, the Company entered into interest rate swap agreements to convert the LIBOR floating interest rate on $100,000 of US dollar denominated debt into a fixed interest rate of 2.7205% plus the applicable margin. The swaps have a maturity date of April 30, 2023. The interest rate swaps are measured at fair value on the consolidated balance sheets. In May 2022, the Company amended the interest rate swap agreements to convert SOFR floating interest rates into a weighted average fixed interest rate of 2.6026%.
At the inception of the interest rate swaps, the Company designated each swap as a cash flow hedge. From inception until June 30, 2021, each of the swaps were determined to be effective with changes in the fair value recognized to accumulated other comprehensive earnings (loss).
On July 1, 2021, the Company dedesignated the hedging relationships. Gains or losses related to changes in the fair value of the swaps after July 1, 2021, are reported in interest expense on the consolidated statements of earnings.
As at June 30, 2021, $5,595 of cumulative losses were reported in accumulated other comprehensive earnings (loss). This accumulated other comprehensive loss will be recognized to interest expense commensurate with when the forecasted cash flows originally designated as a hedge affect earnings, or earlier if it is probable these forecasted cash flows will not occur. In the three months and six months ended June 30, 2022, $626 and $1,245 of the accumulated other comprehensive loss, respectively, was included in interest expense on the consolidated statements of earnings.
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 2.1% to 8.8%, with a weighted average of 4.7%). 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 $2,200.
Changes in the fair value of the contingent consideration liability comprises the following:
| 2022 | ||||
| Balance, January 1 | $ | 154,671 | ||
| Amounts recognized on acquisitions | 34,434 | |||
| Fair value adjustments (note 7) | 4,887 | |||
| Resolved and settled in cash | (101,322 | ) | ||
| Other | (1,484 | ) | ||
| Balance, June 30 | $ | 91,186 | ||
| Less: current portion | $ | 44,495 | ||
| Non-current portion | $ | 46,691 | ||
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. These fair value measurements use a net present value approach; significant model inputs were expected future cash outflows and discount rates which are Level 3 inputs within the fair value hierarchy.
The carrying amount and the estimated fair value of Senior Notes and Convertible Notes are 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 and Convertible Notes.
| Page 22 of 26 |
| June 30, 2022 | December 31, 2021 | |||||||||||||||
| Carrying | Fair | Carrying | Fair | |||||||||||||
| amount | value | amount | value | |||||||||||||
| Senior Notes | $ | 498,792 | $ | 429,339 | $ | 529,089 | $ | 548,440 | ||||||||
| Convertible Notes | 225,866 | 435,989 | 225,214 | 590,193 | ||||||||||||
| 20. | Commitments and Contingencies |
Acquisition Commitments
In May 2022, The Company entered into an agreement to acquire a controlling interest in Rockwood Capital, LLC (“Rockwood”), a US real estate investment management firm. It is expected that the acquisition will be accounted for using the acquisition method of accounting for business combinations. The transaction is subject to applicable closing conditions including regulatory approval, for an aggregate initial cash purchase price of $195,000. See note 23.
In June 2022, The Company entered into an agreement to acquire a controlling interest in Versus Capital (“Versus”), a US real asset management firm. It is expected that the acquisition will be accounted for using the acquisition method of accounting for business combinations. The transaction is expected to close in the second half of 2022, subject to applicable closing conditions including regulatory approval, for an aggregate initial cash purchase price of $356,000.
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 set aside, will not have a material impact on the Company’s financial condition or the results of operations.
Contingencies associated with US government sponsored enterprises
Colliers Mortgage is a lender in the Fannie Mae DUS Program. Commitments for the origination and subsequent sale and delivery of loans to Fannie Mae represent those mortgage loan transactions where the borrower has locked an interest rate and scheduled closing and the Company has entered into a mandatory delivery commitment to sell the loan to Fannie Mae. As discussed in note 19, the Company accounts for these commitments as derivatives recorded at fair value.
Colliers Mortgage is obligated to share in losses, if any, related to mortgages originated under the DUS Program. These obligations expose the Company to credit risk on mortgage loans for which the Company is providing underwriting, servicing, or other services under the DUS Program. Net losses on defaulted loans are shared with Fannie Mae based upon established loss-sharing ratios, and typically, the Company is subject to sharing up to one-third of incurred losses on loans originated under the DUS Program. As of June 30, 2022, the Company has funded and sold loans subject to such loss sharing obligations with an aggregate unpaid principal balance of approximately $4,536,000. As at June 30, 2022, the Loss Reserve was $16,117 (December 31, 2021 - $15,807) and was included within Other liabilities on the Consolidated Balance Sheets.
Pursuant to its licenses with Fannie Mae, Ginnie Mae and HUD, 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. At June 30, 2022, Colliers Mortgage was in compliance with all such requirements.
| Page 23 of 26 |
| 21. | Revenue |
Disaggregated revenue
Colliers has disaggregated its revenue from contracts with customers by type of service and operating segment as presented in the following table.
| Asia | Investment | |||||||||||||||||||||||
| Americas | EMEA | Pacific | Management | Corporate | Consolidated | |||||||||||||||||||
| Three months ended June 30, | ||||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||
| Leasing | $ | 214,507 | $ | 35,593 | $ | 27,296 | $ | - | $ | - | $ | 277,396 | ||||||||||||
| Capital Markets | 224,176 | 38,189 | 37,093 | - | - | 299,458 | ||||||||||||||||||
| Property services | 206,505 | 61,622 | 51,141 | - | - | 319,268 | ||||||||||||||||||
| Valuation and advisory | 71,647 | 32,685 | 22,777 | - | - | 127,109 | ||||||||||||||||||
| IM - Advisory and other | - | - | - | 73,227 | - | 73,227 | ||||||||||||||||||
| IM - Incentive Fees | - | - | - | 1,900 | - | 1,900 | ||||||||||||||||||
| Other | 23,876 | 1,182 | 4,297 | 21 | 112 | 29,488 | ||||||||||||||||||
| Total Revenue | $ | 740,711 | $ | 169,271 | $ | 142,604 | $ | 75,148 | $ | 112 | $ | 1,127,846 | ||||||||||||
| 2021 | ||||||||||||||||||||||||
| Leasing | $ | 179,982 | $ | 33,882 | $ | 27,393 | $ | - | $ | - | $ | 241,257 | ||||||||||||
| Capital Markets | 176,221 | 46,939 | 42,439 | - | - | 265,599 | ||||||||||||||||||
| Property services | 158,106 | 44,042 | 57,185 | - | - | 259,333 | ||||||||||||||||||
| Valuation and advisory | 52,960 | 32,920 | 22,976 | - | - | 108,856 | ||||||||||||||||||
| IM - Advisory and other | - | - | - | 50,477 | - | 50,477 | ||||||||||||||||||
| IM - Incentive Fees | - | - | - | - | - | - | ||||||||||||||||||
| Other | 15,500 | 788 | 4,025 | - | 159 | 20,472 | ||||||||||||||||||
| Total Revenue | $ | 582,769 | $ | 158,571 | $ | 154,018 | $ | 50,477 | $ | 159 | $ | 945,994 | ||||||||||||
| Six months ended June 30, | ||||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||
| Leasing | $ | 403,195 | $ | 65,910 | $ | 45,563 | $ | - | $ | - | $ | 514,668 | ||||||||||||
| Capital Markets | 416,242 | 79,073 | 66,861 | - | - | 562,176 | ||||||||||||||||||
| Property services | 395,459 | 115,175 | 100,044 | - | - | 610,678 | ||||||||||||||||||
| Valuation and advisory | 124,140 | 60,156 | 42,816 | - | - | 227,112 | ||||||||||||||||||
| IM - Advisory and other | - | - | - | 134,874 | - | 134,874 | ||||||||||||||||||
| IM - Incentive Fees | - | - | - | 26,630 | - | 26,630 | ||||||||||||||||||
| Other | 43,373 | 2,282 | 6,700 | 21 | 244 | 52,620 | ||||||||||||||||||
| Total Revenue | $ | 1,382,409 | $ | 322,596 | $ | 261,984 | $ | 161,525 | $ | 244 | $ | 2,128,758 | ||||||||||||
| 2021 | ||||||||||||||||||||||||
| Leasing | $ | 314,185 | $ | 59,471 | $ | 47,261 | $ | - | $ | - | $ | 420,917 | ||||||||||||
| Capital Markets | 318,323 | 82,529 | 75,258 | - | - | 476,110 | ||||||||||||||||||
| Property services | 305,167 | 82,318 | 112,736 | - | - | 500,221 | ||||||||||||||||||
| Valuation and advisory | 91,392 | 58,013 | 40,360 | - | - | 189,765 | ||||||||||||||||||
| IM - Advisory and other | - | - | - | 95,104 | - | 95,104 | ||||||||||||||||||
| IM - Incentive Fees | - | - | - | - | - | - | ||||||||||||||||||
| Other | 29,479 | 2,353 | 6,654 | - | 305 | 38,791 | ||||||||||||||||||
| Total Revenue | $ | 1,058,546 | $ | 284,684 | $ | 282,269 | $ | 95,104 | $ | 305 | $ | 1,720,908 | ||||||||||||
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”). In the three months and six months ended June 30, 2022, $25,162 and $54,473 of revenue, respectively, was excluded from the scope of ASC 606 (2021 - $31,492 and $63,727). These revenues were included entirely within the Americas segment within Capital Markets and Other revenue.
| Page 24 of 26 |
Contract balances
As at June 30, 2022, the Company had contract assets totaling $83,306 of which $76,527 was current ($78,941 as at December 31, 2021 - of which $71,294 was current). During the six months ended June 30, 2022, approximately 80% of the current contract assets were moved to accounts receivable or sold under the AR Facility (Note 12).
As at June 30, 2022, the Company had contract liabilities (all current) totaling $29,951 ($30,397 as at December 31, 2021). Revenue recognized for the six months ended June 30, 2022, totaled $26,555 (2021 - $17,473) that was included in the contract liability balance at the beginning of the year.
Certain constrained brokerage fees, outsourcing & advisory fees and investment management fees may arise from services that began in a prior reporting period. Consequently, a portion of the fees the Company recognizes in the current period may be partially related to the services performed in prior periods. Typically, less than 5% of brokerage revenue recognized in a period had previously been constrained and substantially all investment management incentive fees, including carried interest, recognized in the period were previously constrained.
| 22. | Segmented information |
Operating segments
Colliers has identified four reportable operating segments. Three segments are grouped geographically into Americas, Asia Pacific and EMEA. The Investment Management segment operates in the Americas and EMEA. 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. Corporate includes the costs of global administrative functions and the corporate head office and, for the three and six month periods ended June 30, 2021, also the settlement of the LTIA (see note 17). Operating earnings (loss) for the three and six-month periods ended June 30, 2022, include losses on disposal of the Company’s operations of $950 and $27,040 respectively, substantially all of which were in EMEA (see note 5).
| OPERATING SEGMENTS | ||||||||||||||||||||||||
| Asia | Investment | |||||||||||||||||||||||
| Americas | EMEA | Pacific | Mgmt | Corporate | Consolidated | |||||||||||||||||||
| Three months ended June 30 | ||||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||
| Revenues | $ | 740,711 | $ | 169,271 | $ | 142,604 | $ | 75,148 | $ | 112 | $ | 1,127,846 | ||||||||||||
| Depreciation and amortization | 23,860 | 8,098 | 2,008 | 9,377 | 754 | 44,097 | ||||||||||||||||||
| Operating earnings (loss) | 81,108 | 4,209 | 17,558 | 19,150 | (18,175 | ) | 103,850 | |||||||||||||||||
| 2021 | ||||||||||||||||||||||||
| Revenues | $ | 582,769 | $ | 158,571 | $ | 154,018 | $ | 50,477 | $ | 159 | $ | 945,994 | ||||||||||||
| Depreciation and amortization | 18,779 | 5,751 | 2,296 | 6,784 | 964 | 34,574 | ||||||||||||||||||
| Operating earnings (loss) | 63,239 | 14,393 | 16,692 | 14,157 | (494,258 | ) | (385,777 | ) | ||||||||||||||||
| Page 25 of 26 |
| Asia | Investment | |||||||||||||||||||||||
| Americas | EMEA | Pacific | Mgmt | Corporate | Consolidated | |||||||||||||||||||
| Six months ended June 30 | ||||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||
| Revenues | $ | 1,382,409 | $ | 322,596 | $ | 261,984 | $ | 161,525 | $ | 244 | $ | 2,128,758 | ||||||||||||
| Depreciation and amortization | 45,676 | 13,462 | 3,856 | 16,185 | 1,558 | 80,737 | ||||||||||||||||||
| Operating earnings (loss) | 142,415 | (26,572 | ) | 25,783 | 36,371 | (33,313 | ) | 144,684 | ||||||||||||||||
| 2021 | ||||||||||||||||||||||||
| Revenues | $ | 1,058,546 | $ | 284,684 | $ | 282,269 | $ | 95,104 | $ | 305 | $ | 1,720,908 | ||||||||||||
| Depreciation and amortization | 39,457 | 11,456 | 6,050 | 13,515 | 1,873 | 72,351 | ||||||||||||||||||
| Operating earnings (loss) | 106,092 | 13,304 | 28,400 | 24,088 | (517,705 | ) | (345,821 | ) | ||||||||||||||||
Geographic information
Revenues in each geographic region are reported by customer locations except for Investment Management where revenues are reported by the location of the fund management.
| GEOGRAPHIC INFORMATION | ||||||||||||||||
| Three months ended | Six months ended | |||||||||||||||
| June 30 | June 30 | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| United States | ||||||||||||||||
| Revenues | $ | 657,748 | $ | 500,702 | $ | 1,250,460 | $ | 917,941 | ||||||||
| Total long-lived assets | 1,486,352 | 1,414,330 | ||||||||||||||
| Canada | ||||||||||||||||
| Revenues | $ | 127,010 | $ | 113,525 | $ | 246,269 | $ | 204,025 | ||||||||
| Total long-lived assets | 79,933 | 81,761 | ||||||||||||||
| Euro currency countries | ||||||||||||||||
| Revenues | $ | 105,192 | $ | 79,572 | $ | 187,962 | $ | 143,780 | ||||||||
| Total long-lived assets | 360,912 | 287,752 | ||||||||||||||
| Australia | ||||||||||||||||
| Revenues | $ | 67,741 | $ | 72,030 | $ | 115,472 | $ | 125,963 | ||||||||
| Total long-lived assets | 65,913 | 78,166 | ||||||||||||||
| United Kingdom | ||||||||||||||||
| Revenues | $ | 48,231 | $ | 44,099 | $ | 85,210 | $ | 78,093 | ||||||||
| Total long-lived assets | 515,257 | 74,995 | ||||||||||||||
| China | ||||||||||||||||
| Revenues | $ | 24,126 | $ | 24,906 | $ | 45,540 | $ | 47,151 | ||||||||
| Total long-lived assets | 7,782 | 10,539 | ||||||||||||||
| Other | ||||||||||||||||
| Revenues | $ | 97,798 | $ | 111,160 | $ | 197,845 | $ | 203,955 | ||||||||
| Total long-lived assets | 143,495 | 175,760 | ||||||||||||||
| Consolidated | ||||||||||||||||
| Revenues | $ | 1,127,846 | $ | 945,994 | $ | 2,128,758 | $ | 1,720,908 | ||||||||
| Total long-lived assets | 2,659,644 | 2,123,303 | ||||||||||||||
| Page 26 of 26 |
| 23. | Subsequent events |
On July 6, 2022, the Company completed the acquisition of a controlling interest in Rockwood Capital, LLC for an aggregate initial cash purchase price of $195,000. The acquisition is expected to be accounted for using the acquisition method of accounting for business combinations.
On July 15, 2022, the Company announced the approval by the Toronto Stock Exchange of its notice to implement a normal course issuer bid (the “2022/2023 NCIB”). The 2022/2023 NCIB allows the Company to purchase for cancellation, up to 3,500,000 Subordinate Voting Shares. The NCIB commenced on July 20, 2022 and is set to expire on July 19, 2023.
On August 2, 2022, the Company completed the acquisition of a controlling interest in PEAKURBAN Pty Limited for an aggregate initial cash purchase price of $26,648. The acquisition is expected to be accounted for using the acquisition method of accounting for business combinations.
COLLIERS INTERNATIONAL GROUP INC.
Management’s discussion and analysis
For the six months ended June 30, 2022
(in US dollars)
August 5, 2022
The following management’s discussion and analysis (“MD&A”) should be read together with the unaudited interim consolidated financial statements and the accompanying notes (the “Consolidated Financial Statements”) of Colliers International Group Inc. (“we,” “us,” “our,” the “Company” or “Colliers”) for the three and six months ended June 30, 2022 and the Company’s audited consolidated financial statements and MD&A for the year ended December 31, 2021. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). All financial information herein is presented in United States dollars.
The Company has prepared this MD&A with reference to National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators (the “CSA”). Under the U.S./Canada Multijurisdictional Disclosure System, the Company is permitted to prepare this MD&A in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. This MD&A provides information for the three and six months ended June 30, 2022 and up to and including August 5, 2022.
Additional information about the Company can be found on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.
This MD&A includes references to “local currency revenue growth rate”, “internal revenue growth rate”, “adjusted EBITDA”, “adjusted EPS”, “free cash flow” and “assets under management (“AUM”)”, which are financial measures that are not calculated in accordance with GAAP. For a reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures, see “Reconciliation of non-GAAP financial measures”.
Consolidated review
Our consolidated revenues for the second quarter ended June 30, 2022 were $1.13 billion, an increase of 19% versus the prior year period (23% in local currency). The increase was driven by (i) strong internal growth in all service lines; and (ii) the favourable impact of recent acquisitions. The GAAP earnings per share were $0.67 relative to the prior year period’s loss per share of $10.53, which included the impact of a $471.9 million settlement of Long-Term Incentive Arrangement (“LTIA”) with the Company’s Chairman & CEO as approved by 95% of disinterested shareholders. Adjusted earnings per share, which exclude the settlement of the LTIA, restructuring costs, non-controlling interest redemption increment and amortization of intangible assets (see “Reconciliation of non-GAAP financial measures” below) were $1.84, up 16% from $1.58 in the prior year. The increase was driven by strong operating results, led by growth in the Americas and Investment Management segments as well as accretion from the repurchase of 999,439 Subordinate Voting Shares in March and April 2022 under the Company’s normal course issuer bid (“NCIB”). GAAP net earnings per share and adjusted net earnings per share for the second quarter ended June 30, 2022 were impacted approximately $0.05 and $0.05, respectively, from changes in foreign exchange rates.
In April 2022, the Company completed the acquisition of controlling interests in Antirion SGR S.p.A. (“Antirion”), a real estate investment management firm in Italy with AUM of $4 billion, and its Italy affiliate (which collectively consists of Colliers International Italia S.p.A., Colliers Real Estate Services Italia S.R.L. and Colliers Real Estate Management Services S.R.L.).
In June 2022, the Company acquired a controlling interest in Basalt Infrastructure Partners LLP (“Basalt”), a London and New York-based transatlantic infrastructure investment management firm with $8.8 billion of AUM. The acquisition adds highly differentiated investment products in the utility, transportation, energy/renewables and communications sectors to the Company’s Investment Management service line.
During the six months ended June 30, 2022, the Company also acquired controlling interests in two businesses operating in the Americas (San Antonio, Texas; Cincinnati and Cleveland, Ohio) as well as a building consultancy and project management firm in the UK.
In June 2022, the Company entered into a definitive agreement to acquire a controlling interest in Versus Capital (“Versus”), a US alternative real asset management firm with $6.0 billion of AUM and private wealth distribution capabilities. The transaction is subject to customary closing conditions and approvals and is expected to close in the fourth quarter of 2022.
| Page 2 of 16 |
In July 2022, the Company completed the acquisition of a controlling interest in Rockwood Capital, LLC (“Rockwood”), a US real estate investment management firm with $12 billion of assets under management. Rockwood specializes in equity and credit investments across multifamily, office, mixed use, life science, hospitality, and retail asset classes in North America.
In August 2022, the Company acquired a controlling interest in PEAKURBAN Pty Limited (“PEAKURBAN”), a civil engineering, infrastructure, water and planning company in Australia. The business will rebrand as Colliers Engineering & Design and integrate into Colliers’ existing Australian operations.
In March 2022, Colliers discontinued its operations in Russia and terminated its affiliate in Belarus. During the second quarter, the Company also sold two individually insignificant operations (EMEA - Morocco and Americas - Panama). The disposal of the Company’s controlling interests in these operations resulted in a loss of $27.0 million, substantially all of which was non-cash.
For the three and six-month periods ended June 30, 2022, local currency revenue growth was driven by all service lines, led by Investment Management.
| Three months ended | Six months ended | |||||||||||||||||||||||||||||||
| (in thousands of US$) | June 30 | Change | Change | June 30 | Change | Change | ||||||||||||||||||||||||||
| (LC = local currency) | 2022 | 2021 | in US$ % | in LC% | 2022 | 2021 | in US$ % | in LC% | ||||||||||||||||||||||||
| Outsourcing & Advisory | $ | 475,865 | $ | 388,661 | 22 | % | 27 | % | $ | 890,410 | $ | 728,777 | 22 | % | 26 | % | ||||||||||||||||
| Investment Management (1) | 75,127 | 50,477 | 49 | % | 48 | % | 161,504 | 95,104 | 70 | % | 71 | % | ||||||||||||||||||||
| Leasing | 277,396 | 241,257 | 15 | % | 18 | % | 514,668 | 420,917 | 22 | % | 25 | % | ||||||||||||||||||||
| Capital Markets | 299,458 | 265,599 | 13 | % | 16 | % | 562,176 | 476,110 | 18 | % | 21 | % | ||||||||||||||||||||
| Total revenues | $ | 1,127,846 | $ | 945,994 | 19 | % | 23 | % | $ | 2,128,758 | $ | 1,720,908 | 24 | % | 27 | % | ||||||||||||||||
(1) Investment Management local currency revenues, excluding pass-through carried interest, were up 45% and 42% for the three and six months ended June 30, 2022, respectively.
Results of operations – three months ended June 30, 2022
For the second quarter ended June 30, 2022, revenues were $1.13 billion, 19% higher than the comparable prior year quarter (23% in local currency) led by Investment Management and Outsourcing & Advisory. Internally generated revenues were up 15% while acquisitions contributed 8% to local currency revenue growth.
Operating earnings for the second quarter were $103.9 million relative to a loss of $385.8 million in the prior year quarter, which included the settlement of the LTIA. Operating earnings margin was 9.2% versus 9.1% in the prior year quarter after excluding the settlement of the LTIA. The margin improvement was attributable to higher revenues partly offset by service mix. Adjusted EBITDA (see “Reconciliation of non-GAAP financial measures” below) was $161.3 million up 18% versus $136.6 million reported in the prior year quarter. The Adjusted EBITDA margin was 14.3% in the quarter as compared to 14.4% in the prior year quarter.
Depreciation expense was $11.8 million relative to $11.0 million in the prior year quarter with the increase attributable to increased investments in office leaseholds and the impact of recent business acquisitions.
Amortization expense was $32.3 million, versus $23.5 recorded in the prior year quarter with the increase attributable mainly to intangible assets acquired with recent business acquisitions.
Net interest expense was $9.6 million, versus $7.9 million recorded in the prior year quarter. The average interest rate on debt during the period was 3.3%, relative to 3.4% in the prior year quarter.
Earnings from equity investments, including other income, for the second quarter were $1.1 million as compared to $2.0 million in the prior year quarter.
Consolidated income tax expense for the quarter was $28.6 million, relative to $20.9 million in the prior year quarter. The current quarter’s effective tax rate of 30.0% and was impacted by the outside basis difference in an investment in the UK on which a deferred tax benefit could not be recognized. The prior year quarter’s tax rate was impacted by the settlement of the LTIA and related costs which were not tax deductible.
| Page 3 of 16 |
Net earnings for the quarter were $66.7 million versus net loss of $412.6 million in the prior year quarter, which was impacted by the settlement of the LTIA.
Revenues in the Americas region totalled $740.7 million for the second quarter, up 27% (28% in local currency) versus $582.8 million in the prior year quarter. Outsourcing & Advisory revenues were up sharply, driven by Engineering & Design (including recent acquisitions). Capital Markets growth was robust, particularly in industrial and land sales, partially offset by a reduction in debt origination activity. Adjusted EBITDA was $101.6 million, up 29% (30% in local currency) over the prior year quarter and included an $11.7 million gain on the termination of a lease, offset by (i) higher discretionary and variable costs as well as (ii) changes in revenue mix with a reduction in higher-margin debt origination. GAAP operating earnings were $81.1 million, relative to $63.2 million in the prior year quarter.
Revenues in the EMEA region totalled $169.3 million for the second quarter, up 7% (20% in local currency) compared to $158.6 million in the prior year quarter. Revenue growth was led by Outsourcing & Advisory (including recent acquisition). Leasing activity was up, however, Capital Markets revenues were impacted by geopolitical uncertainty in the region. Foreign exchange headwinds impacted revenue growth by 13%. Adjusted EBITDA was $14.4 million, down 30% (21% in local currency) relative to the prior year and was impacted by (i) lower Capital Markets revenues and (ii) higher discretionary and variable costs. GAAP operating earnings were $4.2 million, versus operating earnings of $14.4 million in the prior year quarter.
Revenues in the Asia Pacific region totalled $142.6 million for the second quarter compared to $154.0 million in the prior year quarter, down 7% (down 1% in local currency). Revenues were impacted by continued COVID-19 lockdowns in several Asian markets which extended until late in the quarter. Foreign exchange headwinds impacted revenue growth by 6%. Adjusted EBITDA was $19.5 million, down 5% (up 2% in local currency) from $20.7 million in the prior year quarter. GAAP operating earnings was $17.6 million, versus $16.7 million in the prior year quarter.
Investment Management revenues for the second quarter were $75.1 million compared to $50.5 million in the prior year quarter, up 49% (48% in local currency). Passthrough revenue from historical carried interest represented $1.9 million for the quarter versus nil in the prior year quarter. Excluding the impact of carried interest, revenue was up 45% (45% in local currency) driven by (i) management fee growth from increased assets under management and (ii) two acquisitions completed during the quarter. Adjusted EBITDA was $29.2 million, up 37% (36% in local currency) over the prior year quarter. GAAP operating earnings were $19.2 million in the quarter, versus $14.2 million in the prior year quarter. Assets under management were $68.7 billion as of June 30, 2022, up 54% from $44.5 billion on June 30, 2021. Including Rockwood Capital, completed on July 6, 2022, assets under management are now $81 billion, of which $70 billion are either perpetual or long-dated strategies.
Unallocated global corporate costs as reported in Adjusted EBITDA were $3.4 million in the second quarter, relative to $5.0 million in the prior year quarter. The corporate GAAP operating loss for the quarter was $18.2 million relative to a loss of $494.3 million in the second quarter of 2021, with the prior year period impacted by (i) the settlement of the LTIA and (ii) contingent acquisition consideration expense related to acquisitions.
Results of operations – six months ended June 30, 2022
For the six months ended June 30, 2022, revenues were $2.13 billion, up 24% compared to the prior year period (27% in local currency). Internally generated revenues were up 21% driven by strong growth in all service lines, led by Investment Management. Acquisitions contributed 6% to local currency revenue growth versus the prior year period.
Operating earnings for the six months ended June 30, 2022 were $144.7 million relative to a loss of $345.8 million, which included the impact of the settlement of the LTIA. Operating earnings margin was 6.8% versus 7.3% in the prior year period after excluding the settlement of the LTIA. The decrease in margin was attributable to (i) a loss on the disposal of certain operations and (ii) service mix partly offset by higher revenues. Adjusted EBITDA (see “Reconciliation of non-GAAP financial measures” below) was $282.8 million, up 24% versus $228.7 million in the prior year period. The Adjusted EBITDA margin of 13.3% was flat relative to the prior year period.
| Page 4 of 16 |
Depreciation expense was $23.9 million relative to $21.5 million in the prior year period, with the increase attributable to the impact of recent acquisitions and increased investments in office leaseholds.
Amortization expense was $56.9 million relative to $50.9 million in the prior year period, with the increase attributable mainly to intangible assets recognized in connection with recent business acquisitions.
Net interest expense was $15.9 million as compared to $16.2 million in the prior year period. The average interest rate on our debt during the period was 3.2%, versus 3.4% in the prior year period.
Consolidated income tax expense for the six months ended June 30, 2022 was $44.9 million, relative to $29.7 million in the prior year. The effective tax rate of 33.8% and was impacted by the outside basis difference in an investment in the UK as well as a non-tax-deductible loss on disposal of the Company’s controlling interest in its Russian operations. The prior year period’s rate was impacted by the settlement of the LTIA and related costs which were not tax deductible.
Net earnings for the six months ended June 30, 2022 were $88.0 million versus net loss of $387.8 million in the prior year period, which included the settlement of the LTIA.
Revenues in the Americas region totalled $1.38 billion for the six-month period, up 31% (31% in local currency) versus $1.06 billion in the prior year period led by strong Leasing and Capital Markets activity, particularly in industrial, land and multifamily asset classes. Outsourcing & Advisory revenue growth was driven by Engineering & Design (including recent acquisitions) and Valuation. Adjusted EBITDA was $182.6 million, up 34% (35% in local currency) over the prior year period and included an $11.7 million gain on the termination of a lease. GAAP operating earnings were $142.4 million, relative to $106.1 million in the prior year period.
Revenues in the EMEA region totalled $322.6 million for the six-month period, up 13% (24% in local currency) compared to $284.7 million in the prior year period. Revenue growth was led by robust Outsourcing & Advisory and Leasing activity. Capital Markets revenues were up slightly but were impacted by geopolitical uncertainty in the region. Foreign exchange headwinds impacted revenue growth by 11%. Adjusted EBITDA was $19.3 million, down 23% (13% in local currency) relative to the prior year and was impacted by (i) service mix and (ii) higher discretionary and variable costs. GAAP operating loss was $26.6 million, versus operating earnings of $13.3 million in the prior year period.
Revenues in the Asia Pacific region totalled $262.0 million for the six-month period compared to $282.3 million in the prior year period, down 7% (down 2% in local currency). Revenues were impacted by continued COVID-19 lockdowns in several Asian markets which extended through most of the period. Foreign exchange headwinds impacted revenue growth by 5%. Adjusted EBITDA was $29.8 million, down 18% (down 12% in local currency) from $36.2 million in the prior year period. GAAP operating earnings was $25.8 million, versus $28.4 million in the prior year period.
Investment Management revenues for the six-month period were $161.5 million compared to $95.1 million in the prior year period, up 70% (71% in local currency). Passthrough revenue from historical carried interest represented $26.6 million for the period versus nil in the prior year period. Excluding the impact of carried interest, revenue was up 42% (42% in local currency) driven by (i) management fee growth from increased assets under management and (ii) the favourable impact of acquisitions. Adjusted EBITDA was $56.0 million, up 22% (25% in local currency) over the prior year period. GAAP operating earnings were $36.4 million in the period, versus $24.1 million in the prior year period.
Unallocated global corporate costs as reported in Adjusted EBITDA were $4.9 million in the six-month period, relative to $7.6 million in the prior year period. The corporate GAAP operating loss for the period was $33.3 million relative to a loss of $517.7 million in the prior period, with the prior year period impacted by (i) the settlement of the LTIA and (ii) contingent acquisition consideration expense related to acquisitions.
| Page 5 of 16 |
Summary of quarterly results (unaudited)
The following table sets forth our unaudited quarterly consolidated results of operations data. The information in the table below has been derived from unaudited interim consolidated financial statements that, in management’s opinion, have been prepared on a consistent basis and include all adjustments necessary for a fair presentation of information. The information below is not necessarily indicative of results for any future quarter.
| Summary of quarterly results - years ended December 31, 2022, 2021 and 2020 | ||||||||||||||||
| (in thousands of US$, except per share amounts) | ||||||||||||||||
| Q1 | Q2 | Q3 | Q4 | |||||||||||||
| Year ended December 31, 2022 | ||||||||||||||||
| Revenues | $ | 1,000,912 | 1,127,846 | |||||||||||||
| Operating earnings | 40,834 | 103,850 | ||||||||||||||
| Net earnings | 21,317 | 66,731 | ||||||||||||||
| Basic net earnings (loss) per common share | (0.42 | ) | 0.70 | |||||||||||||
| Diluted net earnings (loss) per common share | (0.42 | ) | 0.67 | |||||||||||||
| Year ended December 31, 2021 | ||||||||||||||||
| Revenues | $ | 774,914 | $ | 945,994 | $ | 1,022,756 | $ | 1,345,465 | ||||||||
| Operating earnings (loss) | 39,956 | (385,777 | ) | 75,966 | 138,354 | |||||||||||
| Net earnings (loss) | 24,807 | (412,601 | ) | 50,496 | 99,741 | |||||||||||
| Basic net earnings (loss) per common share | 0.11 | (10.53 | ) | 0.41 | 0.98 | |||||||||||
| Diluted net earnings (loss) per common share | 0.11 | (10.53 | ) | 0.40 | 0.92 | |||||||||||
| Year ended December 31, 2020 | ||||||||||||||||
| Revenues | $ | 630,628 | $ | 550,206 | $ | 692,307 | $ | 913,716 | ||||||||
| Operating earnings | 18,537 | 14,523 | 52,074 | 79,443 | ||||||||||||
| Net earnings | 6,458 | 6,483 | 31,979 | 49,568 | ||||||||||||
| Basic net earnings (loss) per common share | 0.12 | (0.26 | ) | 0.53 | 0.84 | |||||||||||
| Diluted net earnings (loss) per common share | 0.11 | (0.26 | ) | 0.52 | 0.80 | |||||||||||
| Other data* | ||||||||||||||||
| Adjusted EBITDA - 2022 | $ | 121,461 | $ | 161,313 | ||||||||||||
| Adjusted EBITDA - 2021 | 92,129 | 136,558 | $ | 123,641 | $ | 192,010 | ||||||||||
| Adjusted EBITDA - 2020 | 54,454 | 59,962 | 92,120 | 154,906 | ||||||||||||
| Adjusted EPS - 2022 | $ | 1.44 | $ | 1.84 | ||||||||||||
| Adjusted EPS - 2021 | 1.04 | 1.58 | $ | 1.27 | $ | 2.25 | ||||||||||
| Adjusted EPS - 2020 | 0.54 | 0.70 | 1.08 | 1.79 | ||||||||||||
*See "Reconciliation of non-GAAP financial measures"
Seasonality and quarterly fluctuations
The Company 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. Historically, Capital Markets operations comprised approximately 25% of consolidated annual revenues. Variations can also be caused by business acquisitions which alter the consolidated service mix.
| Page 6 of 16 |
2022 outlook
The Company is increasing its outlook for full year 2022 to reflect the impact of recent acquisitions and operating results year to date. 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, but not limited to, numerous macroeconomic, health, social, geopolitical (including escalation of hostilities, outbreak of war, elections, disruption of supply chains) and related factors (see “Risks associated with COVID-19 pandemic”, “Risks associated with Colliers Mortgage” and “Forward looking statements and risks” below).
| Measure | Updated | Previous |
| Revenue growth |
Low double digit revenue growth: · High-single digit internal growth · Balance from acquisitions (including Rockwood, Versus and PEAKURBAN) |
Low double digit revenue growth: · Mid to high-single digit internal growth · Balance from acquisitions |
| AEBITDA Margin | Up 60 bps – 100 bps | Up 40 bps – 80 bps |
| Consolidated income tax rate | 27%-29% | 25%-27% |
| NCI share of earnings | 20%-22% | 18%-20% |
| AEPS growth | Low-twenties | High-teens |
Liquidity and capital resources
Net cash used in operating activities for the six months ended June 30, 2022 was $248.3 million, versus net cash generated of $18.5 million in the prior year period. The increase in net cash usage was driven by (i) the $256.4 million cash collection of the AR Facility deferred purchase price which is shown as an investing activity in the Consolidated Statement of Cash Flows,; (ii) significantly higher working capital usage on the payment of accrued compensation as well as (iii) $60.8 million of contingent acquisition consideration paid during the period. We believe that cash from operations and other existing resources, including our $1.0 billion multi-currency revolving credit facility (the “Revolving Credit Facility”), will continue to be adequate to satisfy the ongoing working capital needs of the Company.
For the six months ended June 30, 2022, capital expenditures were $23.4 million (2021 - $32.6 million). Capital expenditures for the year ending December 31, 2022 are expected to be $75-$80 million, with the increase primarily attributable to investments in office space in major markets, some of which were deferred from 2021 and are expected to be funded by cash on hand.
Net indebtedness as at June 30, 2022 was $868.7 million, versus $134.3 million at December 31, 2021. Net indebtedness is calculated as the current and non-current portion of long-term debt (excluding the Convertible Notes and warehouse credit facilities, in accordance with our debt agreements) less cash and cash equivalents. As of June 30, 2022, the Company’s financial leverage ratio expressed in terms of net debt to pro forma Adjusted EBITDA was 1.4x (0.3x as of December 31, 2021), relative to a maximum of 3.5x permitted under our debt agreements. Including the Convertible Notes, our net indebtedness as at June 30, 2022 was $1.09 billion. We were in compliance with the covenants contained in our debt agreements as at June 30, 2022 and, based on our outlook for 2022, we expect to remain in compliance with these covenants.
On May 27, 2022, the Company extended and increased its Revolving Credit Facility for a new five-year term maturing in May 2027 (previously: April 2024). Borrowing capacity has been increased to $1.5 billion from $1.0 billion previously. Financial covenants under the Revolving Credit Facility remain unchanged. 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. These targets include: 1) reducing greenhouse gas emissions consistent with the Science-Based Targets initiative (“SBTi”); 2) increasing female representation in management roles and 3) ensuring Colliers-occupied offices obtain the WELL Health-Safety certification. As of June 30, 2022, the Company had $953.1 million of unused credit under the Revolving Credit Facility.
| Page 7 of 16 |
The Convertible Notes, due 2025, are unsecured and subordinated to all of the existing and future senior and/or secured indebtedness, and are treated as equity for financial leverage calculations under our debt agreements. The Convertible Notes are convertible into 3.97 million Subordinate Voting Shares or, if not converted, may be settled at maturity with subordinate voting shares or cash at the option of the Company.
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.
On April 25, 2022, the Company renewed its AR Facility with two third-party financial institutions and expanded the committed availability to $150,000 from $125,000, with a term of 364 days extending to April 24, 2023 and includes selected US and Canadian trade accounts receivable. The AR Facility is recorded as a sale of accounts receivable, and accordingly sold receivables are derecognized from the consolidated balance sheet. The AR Facility results in a decrease to our borrowing costs. As of June 30, 2022, the Company had drawn $145.6 million under the AR Facility.
During 2021, the Company acquired certain real estate assets in connection with the establishment of new Investment Management funds. The real estate assets, as well as corresponding liabilities, will be transferred to the respective funds during 2022, without gain or loss. The Company recorded the corresponding assets and liabilities on the balance sheet as of December 31, 2021 and as of June 30, 2022. We expect to enter into similar transactions from time to time in the future to facilitate the formation of new Investment Management funds.
On December 7, 2021, the Company’s Board of Directors announced an increase in semi-annual dividend to $0.15 per share to shareholders of record on December 31, 2021. These semi-annual dividends are paid 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. Total common share dividends paid by the Company during the six months ended 2022 were $6.6 million. On May 17, 2022, the Company’s Board of Directors declared a semi-annual dividend of $0.15 per share to shareholders of record on June 30, 2022, paid on July 14, 2022.
During the six months ended June 30, 2022, we invested cash in acquisitions as follows: an aggregate of $380.6 million (net of cash acquired) in new business acquisitions, $34.3 million in acquisitions of redeemable non-controlling interest and $103.0 million in contingent consideration payments, primarily related to the 2018 Harrison Street acquisition. All acquisitions during the year were funded from borrowings on the Revolving Credit Facility and cash on hand (See Note 4 in our consolidated financial statements). In addition, the Company expects to fund previously announced acquisitions, which are expected to close in 2022, from borrowings on the Revolving Credit Facility and cash on hand.
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 $366.0 million as at June 30, 2022 (December 31, 2020 - $208.6 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 June 30, 2022 was $91.2 million (December 31, 2021 - $154.7 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 balance sheet for the compensatory element of contingent consideration arrangements as at June 30, 2022 was $22.0 million (December 31, 2021 - $13.6 million). The contingent consideration is based on achieving specified earnings levels and is paid or payable after the end of the contingency period, which extends to May 2027. We estimate that approximately 85% of the contingent consideration outstanding as of June 30, 2022 will ultimately be paid.
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The following table summarizes our contractual obligations as at June 30, 2022:
| Contractual obligations | Payments due by period | |||||||||||||||||||
| (in thousands of US$) | Less than | After | ||||||||||||||||||
| Total | 1 year | 1-3 years | 4-5 years | 5 years | ||||||||||||||||
| Long-term debt | $ | 1,038,436 | $ | 3,675 | $ | 969 | $ | 535,000 | $ | 498,792 | ||||||||||
| Warehouse credit facilities | 27,208 | 27,208 | - | - | - | |||||||||||||||
| Convertible Notes | 225,866 | - | 225,866 | - | - | |||||||||||||||
| Interest on long-term debt | ||||||||||||||||||||
| and Convertible Notes1 | 116,279 | 20,620 | 40,480 | 22,839 | 32,340 | |||||||||||||||
| Finance lease obligations | 1,550 | 783 | 767 | - | - | |||||||||||||||
| Business combinations2 | 551,000 | 551,000 | - | - | - | |||||||||||||||
| Contingent acquisition consideration | 91,186 | 44,495 | 46,579 | - | 112 | |||||||||||||||
| Operating leases obligations | 472,470 | 97,015 | 152,312 | 95,754 | 127,389 | |||||||||||||||
| Purchase commitments | 86,785 | 32,735 | 35,444 | 16,971 | 1,635 | |||||||||||||||
| Co-investment Commitments | 19,617 | 19,617 | - | - | - | |||||||||||||||
| Total contractual obligations | $ | 2,630,397 | $ | 797,148 | $ | 502,417 | $ | 670,564 | $ | 660,268 | ||||||||||
1. Figures do not include interest payments for borrowings under the Revolving Credit Facility. Assuming the Revolving Credit Facility is held until maturity, using current interest rate, we estimate that we will make $76.4 million of interest payments, $15.6 million of which will be made in the next 12 months.
2. Business combinations include the acquisitions of Rockwood, which closed on July 6, 2022, and Versus Capital, which is expected to close in the second half of 2022.
At June 30, 2022, we had commercial commitments totaling $11.9 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 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 $695.6 million as of June 30, 2022 (December 31, 2021 - $513.3 million). The amount recorded on our balance sheet under the caption “redeemable non-controlling interests” is the greater of (i) the redemption amount (as above) or (ii) the amount initially recorded as RNCI at the date of inception of the minority equity position. As at June 30, 2022, the RNCI recorded on the balance sheet was $720.7 million (December 31, 2021 - $536.9 million). The purchase prices of the RNCI may be paid in cash or in Subordinate Voting Shares of Colliers. If all RNCI were redeemed in cash, the pro forma estimated accretion to diluted net earnings per share for the six months ended June 30, 2022 would be $1.49, and the accretion to adjusted EPS would be $0.21.
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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 eight critical accounting estimates, which are discussed below.
| 1. | Revenue recognition. We earn revenues from brokerage transaction commissions, advisory fees, debt finance fees, property management fees, project management fees, engineering and design fees, loan servicing fees and investment management fees. Some of the contractual terms related to the process of earning revenue from these sources, including potentially contingent events, can be complex and may require us to make judgments about the timing of when we should recognize revenue and whether revenue should be reported on a gross basis or net basis. Changes in judgments could result in a change in the period in which revenues are reported, or in the amounts of revenue and cost of revenue reported. |
| 2. | Goodwill. Goodwill impairment testing involves assessing whether events have occurred that would indicate potential impairment and making estimates concerning the fair values of reporting units and then comparing the fair value to the carrying amount of each unit. The determination of what constitutes a reporting unit requires significant management judgment. We have four reporting units, consistent with our four operating segments. Goodwill is attributed to the reporting units at the time of acquisition. Estimates of fair value can be impacted by changes in the business environment, prolonged economic downturns or declines in the market value of the Company’s own shares and therefore require significant management judgment in their determination. When events have occurred that would suggest a potential decrease in fair value, the determination of fair value is calculated with reference to a discounted cash flow model which requires management to make certain estimates. The most sensitive estimates are estimated future cash flows and the discount rate applied to future cash flows. Changes in these assumptions could result in a materially different fair value. |
| 3. | Business combinations. The determination of fair values of assets acquired and liabilities assumed in business combinations requires the use of estimates and management judgment, particularly in determining fair values of intangible assets acquired. For example, if different assumptions were used regarding the profitability and expected attrition rates of acquired customer relationships or asset management contracts, different amounts of intangible assets and related amortization could be reported. |
| 4. | Contingent acquisition consideration. Contingent consideration is required to be measured at fair value at the acquisition date and at each balance sheet date until the contingency expires or is settled. The fair value at the acquisition date is a component of the purchase price; subsequent changes in fair value are reflected in earnings. Most acquisitions made by us have a contingent consideration feature, which is usually based on the acquired entity’s profitability (measured in terms of adjusted EBITDA) during a one to five year period after the acquisition date. Significant estimates are required to measure the fair value of contingent consideration, including forecasting profits for the contingency period and the selection of an appropriate discount rate. |
| 5. | Deferred income tax assets. Deferred income tax assets arise primarily from the recognition of the benefit of certain net operating loss carry-forwards. We must weigh the positive and negative evidence surrounding the future realization of the deferred income tax assets to determine whether a valuation allowance is required, or whether an existing valuation allowance should remain in place. These determinations, which involve projections of future taxable income, require significant management judgment. Changes in judgments, in particular of future taxable earnings, could result in the recognition or de-recognition of a valuation allowance which could impact income tax expense materially. |
| 6. | Mortgage servicing rights (“MSRs”). MSRs, or the rights to service mortgage loans for others, result from the sale or securitization of loans originated by the Company and are recognized as intangible assets on the Consolidated Balance Sheets. The Company initially recognizes MSRs based on the fair value of these rights on the date the loans are sold. Subsequent to initial recognition, MSRs are amortized and carried at the lower of amortized cost or fair value. They are amortized in proportion to and over the estimated period that net servicing income is expected to be received based on projections and timing of estimated future net cash flows. |
| 7. | Uncertain tax positions. In the ordinary course of business, there is inherent uncertainty in quantifying our income tax positions. We assess our income tax positions and record tax benefits for all years subject to examination by tax authorities based upon an evaluation of the facts and circumstances at the reporting date. For those tax positions where it is more likely than not that a tax benefit will be sustained, we have recorded the largest amount of tax benefit with a greater than 50% likelihood of being realized upon ultimate settlement with a tax authority that has full knowledge of all relevant information. For those income tax positions where it is not more likely than not that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements. |
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| 8. | Allowance for credit loss reserves. Colliers Mortgage is obligated to share in losses, if any, related to mortgages originated under the Fannie Mae Delegated Underwriting and Servicing (“DUS”) Program. These obligations expose the Company to credit risk on mortgage loans for which the Company is providing underwriting, servicing, or other services under the DUS Program. Net losses on defaulted loans are shared with Fannie Mae based upon established loss-sharing ratios, and typically, the Company is subject to sharing up to one-third of incurred losses on loans originated under the DUS Program. As of June 30, 2022, the Company has funded and sold loans subject to such loss sharing obligations with an aggregate unpaid principal balance of approximately $4.5 billion. As at June 30, 2022, the Loss Reserve was $16.1 million (December 31, 2021 - $15.8 million) and was included within Other liabilities on the Consolidated Balance Sheets. |
Reconciliation of non-GAAP financial measures
In this MD&A, we make reference to “adjusted EBITDA”, “adjusted EPS” and “free cash flow”, which are 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 expense (income); (iii) interest expense; (iv) settlement of LTIA; (v) loss on disposal of operations; (vi) depreciation and amortization, including amortization of mortgage servicing rights (“MSRs”); (vii) gains attributable to MSRs; (viii) acquisition-related items (including contingent acquisition consideration fair value adjustments, contingent acquisition consideration-related compensation expense and transaction costs); (ix) restructuring costs and (x) stock-based compensation expense. We use adjusted EBITDA to evaluate our own operating performance and our ability to service debt, as well as an integral part of our planning and reporting systems. Additionally, we use this measure in conjunction with discounted cash flow models to determine the Company’s overall enterprise valuation and to evaluate acquisition targets. We present adjusted EBITDA as a supplemental measure because we believe such measure is useful to investors as a reasonable indicator of operating performance because of the low capital intensity of the Company’s service operations. We believe this measure is a financial metric used by many investors to compare companies, especially in the services industry. This measure is not a recognized measure of financial performance under GAAP in the United States, and should not be considered as a substitute for operating earnings, net earnings or cash flow from operating activities, as determined in accordance with GAAP. Our method of calculating adjusted EBITDA may differ from other issuers and accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings to adjusted EBITDA appears below.
| Three months ended | Six months ended | |||||||||||||||
| June 30 | June 30 | |||||||||||||||
| (in thousands of US$) | 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Net earnings (loss) | $ | 66,731 | $ | (412,601 | ) | $ | 88,048 | $ | (387,794 | ) | ||||||
| Income tax | 28,610 | 20,872 | 44,937 | 29,719 | ||||||||||||
| Other income, including equity earnings from non-consolidated investments | (1,062 | ) | (1,964 | ) | (4,190 | ) | (3,946 | ) | ||||||||
| Interest expense, net | 9,571 | 7,916 | 15,889 | 16,200 | ||||||||||||
| Operating earnings (loss) | 103,850 | (385,777 | ) | 144,684 | (345,821 | ) | ||||||||||
| Settlement of LTIA | - | 471,928 | - | 471,928 | ||||||||||||
| Loss on disposal of operations | 950 | - | 27,040 | - | ||||||||||||
| Depreciation and amortization | 44,097 | 34,574 | 80,737 | 72,351 | ||||||||||||
| Gains attributable to MSRs | (2,526 | ) | (5,841 | ) | (7,823 | ) | (14,916 | ) | ||||||||
| Equity earnings from non-consolidated investments | 906 | 1,732 | 4,066 | 3,138 | ||||||||||||
| Acquisition-related items | 9,365 | 16,695 | 24,448 | 35,542 | ||||||||||||
| Restructuring costs | 181 | 650 | 271 | 943 | ||||||||||||
| Stock-based compensation expense | 4,490 | 2,597 | 9,351 | 5,522 | ||||||||||||
| Adjusted EBITDA | $ | 161,313 | $ | 136,558 | $ | 282,774 | $ | 228,687 | ||||||||
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Adjusted EPS is defined as diluted net earnings per share as calculated under the “if-converted” method, adjusted for the effect, after income tax, of: (i) the non-controlling interest redemption increment; (ii) settlement of LTIA; (iii) loss on disposal of operations; (iv) amortization expense related to intangible assets recognized in connection with acquisitions and MSRs; (v) gains attributable to MSRs; (vi) acquisition-related items; (vii) restructuring costs and (viii) stock-based compensation expense. We believe this measure is useful to investors because it provides a supplemental way to understand the underlying operating performance of the Company and enhances the comparability of operating results from period to period. Adjusted EPS is not a recognized measure of financial performance under GAAP, and should not be considered as a substitute for diluted net earnings per share from continuing operations, as determined in accordance with GAAP. Our method of calculating this non-GAAP measure may differ from other issuers and, accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings to adjusted net earnings and of diluted net earnings per share to adjusted EPS appears below.
Adjusted EPS is calculated using the “if-converted” method of calculating earnings per share in relation to the Convertible Notes, which were issued on May 19, 2020. As such, the interest (net of tax) on the Convertible Notes is added to the numerator and the additional shares issuable on conversion of the Convertible Notes are added to the denominator of the earnings per share calculation to determine if an assumed conversion is more dilutive than no assumption of conversion. The “if-converted” method is used if the impact of the assumed conversion is dilutive. The “if-converted” method is dilutive for the adjusted EPS calculation for all periods presented.
| Three months ended | Six months ended | |||||||||||||||
| June 30 | June 30 | |||||||||||||||
| (in thousands of US$) | 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Net earnings (loss) | $ | 66,731 | $ | (412,601 | ) | $ | 88,048 | $ | (387,794 | ) | ||||||
| Non-controlling interest share of earnings | (11,806 | ) | (11,745 | ) | (20,322 | ) | (19,525 | ) | ||||||||
| Interest on Convertible Notes | 2,300 | 2,300 | 4,600 | 4,600 | ||||||||||||
| Settlement of LTIA | - | 471,928 | - | 471,928 | ||||||||||||
| Loss on disposal of operations | 950 | - | 27,040 | - | ||||||||||||
| Amortization of intangible assets | 32,279 | 23,533 | 56,870 | 50,871 | ||||||||||||
| Gains attributable to MSRs | (2,526 | ) | (5,841 | ) | (7,823 | ) | (14,916 | ) | ||||||||
| Acquisition-related items | 9,365 | 16,695 | 24,448 | 35,542 | ||||||||||||
| Restructuring costs | 181 | 650 | 271 | 943 | ||||||||||||
| Stock-based compensation expense | 4,490 | 2,597 | 9,351 | 5,522 | ||||||||||||
| Income tax on adjustments | (9,891 | ) | (8,517 | ) | (16,310 | ) | (18,183 | ) | ||||||||
| Non-controlling interest on adjustments | (4,269 | ) | (3,460 | ) | (7,939 | ) | (6,795 | ) | ||||||||
| Adjusted net earnings | $ | 87,804 | $ | 75,539 | $ | 158,234 | $ | 122,193 | ||||||||
| Three months ended | Six months ended | |||||||||||||||
| June 30 | June 30 | |||||||||||||||
| (in US$) | 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Diluted net earnings (loss) per common share(1) | $ | 0.64 | $ | (9.53 | ) | $ | 0.24 | $ | (9.75 | ) | ||||||
| Interest on Convertible Notes, net of tax | 0.04 | 0.04 | 0.07 | 0.07 | ||||||||||||
| Non-controlling interest redemption increment | 0.51 | 0.67 | 1.16 | 0.96 | ||||||||||||
| Settlement of LTIA | - | 9.86 | - | 10.19 | ||||||||||||
| Loss on disposal of operations | 0.02 | - | 0.56 | - | ||||||||||||
| Amortization expense, net of tax | 0.41 | 0.29 | 0.71 | 0.66 | ||||||||||||
| Gains attributable to MSRs, net of tax | (0.03 | ) | (0.07 | ) | (0.09 | ) | (0.18 | ) | ||||||||
| Acquisition-related items | 0.18 | 0.26 | 0.45 | 0.56 | ||||||||||||
| Restructuring costs, net of tax | - | 0.01 | - | 0.01 | ||||||||||||
| Stock-based compensation expense, net of tax | 0.07 | 0.05 | 0.18 | 0.12 | ||||||||||||
| Adjusted EPS | $ | 1.84 | $ | 1.58 | $ | 3.28 | $ | 2.64 | ||||||||
| Diluted weighted average shares for Adjusted EPS (thousands) | 47,804 | 47,846 | 48,302 | 46,303 | ||||||||||||
(1) Amounts shown reflect the "if-converted" method's dilutive impact on the adjusted EPS calculation for the three and six months ended June 30, 2022 and 2021.
| Page 12 of 16 |
3. Reconciliation of net cash flow from operations to free cash flow:
Free cash flow is defined as net cash flow from operating activities plus contingent acquisition consideration paid, plus the cash portion of the LTIA settlement, less purchases of fixed assets, plus cash collections on AR Facility deferred purchase price. We use free cash flow as a measure to evaluate and monitor operating performance as well as our ability to service debt, fund acquisitions and pay of dividends to shareholders and distributions to non-controlling interests. We present free cash flow as a supplemental measure because we believe this measure is a financial metric used by many investors to compare valuation and liquidity measures across companies, especially in the services industry. This measure is not a recognized measure of financial performance under GAAP in the United States, and should not be considered as a substitute for operating earnings, net earnings or cash flow from operating activities, as determined in accordance with GAAP. Our method of calculating free cash flow may differ from other issuers and accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net cash flow from operating activities to free cash flow appears below.
| Three months ended | Six months ended | |||||||||||||||
| June 30 | June 30 | |||||||||||||||
| (in thousands of US$) | 2022 | 2021 | 2022 | 2021 | ||||||||||||
| Net cash provided by (used in) operating activities | $ | 32,399 | $ | 56,687 | $ | (248,310 | ) | $ | 18,548 | |||||||
| Contingent acquisition consideration paid | 1,257 | 2,997 | 60,810 | 10,472 | ||||||||||||
| Settlement of LTIA (cash portion) | - | 96,186 | - | 96,186 | ||||||||||||
| Purchase of fixed assets | (13,581 | ) | (10,510 | ) | (23,416 | ) | (32,603 | ) | ||||||||
| Cash collections on AR Facility deferred purchase price | 90,101 | 11,824 | 256,429 | 22,732 | ||||||||||||
| Free cash flow | $ | 110,176 | $ | 157,184 | $ | 45,513 | $ | 115,335 | ||||||||
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 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.
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.
Adjusted EBITDA from recurring revenue percentage is computed on a trailing twelve-month basis and represents the proportion of adjusted EBITDA (note 1) that is derived from Outsourcing & Advisory and Investment Management service lines. Both these service lines represent medium to long-term duration revenue streams that are either contractual or repeatable in nature. We report this metric on a pro forma basis, incorporating the expected full year impact of business acquisitions and dispositions.
| Page 13 of 16 |
Recently adopted accounting guidance
Debt with Conversion Options
In August 2020, the FASB issued ASU No. 2020-06, Debt- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contract in an Entity’s Own Equity. The ASU simplifies the accounting for convertible instruments and reduces the number of embedded conversion features being separately recognized from the host contract as compared to current GAAP. The ASU also enhances information transparency through targeted improvements to the disclosures for convertible instruments and earnings-per-share guidance. The Company adopted the guidance effective January 1, 2022. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements.
Reference Rate Reform
The FASB has issued two 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 Reference Rate 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. 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. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements.
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 December 2018, the Company entered into interest rate swap agreements to convert the LIBOR floating interest rate on $100.0 million of US dollar denominated debt into a fixed interest rate of 2.7205% plus the applicable margin. The interest rate swaps are measured at fair value on the balance sheet. The Company designated the interest rate swaps as cash flow hedges at the inception of the respective interest rate swaps. On July 1, 2021, the Company de-designated hedging relationships. 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
On April 16, 2021, the Company completed the Transaction to settle the Management Services Agreement, including the LTIA, between Colliers, Jay S. Hennick (the Company’s Chairman & CEO) and Jayset Management CIG Inc., a corporation controlled by Mr. Hennick.
As at June 30, 2022, the Company had $6.7 million of loans receivable from non-controlling shareholders (December 31, 2021 - $4.0 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 4.2%. These loans are due on demand or mature on various dates up to 2028, 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.
| Page 14 of 16 |
As of the date hereof, the Company has outstanding 41,951,236 Subordinate Voting Shares and 1,325,694 Multiple Voting Shares. In addition, as at the date hereof 2,351,500 Subordinate Voting Shares are issuable upon exercise of options granted under the Company’s stock option plan.
On July 15, 2022, the Company announced a Normal Course Issuer Bid (“NCIB”) effective from July 20, 2022 to July 19, 2023. The Company is entitled to repurchase up to 3,500,000 Subordinate Voting Shares on the open market pursuant to the NCIB. During the period from March 3, 2022 to April 25, 2022, the Company purchased, under its prior NCIB, 999,439 Subordinate Voting Shares for total consideration of $126.4 million at a weighted average purchase price of $126.42 per share. All shares were repurchased for cancellation.
Canadian tax treatment of common share dividends
For the purposes of the enhanced dividend tax credit rules contained in the Income Tax Act (Canada) and any corresponding provincial and territorial tax legislation, all dividends (and deemed dividends) paid by us to Canadian residents on our Subordinate Voting Shares and Multiple Voting Shares are designated as “eligible dividends”. Unless stated otherwise, all dividends (and deemed dividends) paid by us hereafter are designated as “eligible dividends” for the purposes of such rules.
Disclosure controls and procedures
Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted by us under U.S. and Canadian securities legislation is recorded, processed, summarized and reported within the time periods specified in those rules, and include controls and procedures designed to ensure that information required to be disclosed in reports filed or submitted by us under U.S. and Canadian securities legislation is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to permit timely decisions regarding required disclosure. Management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as defined in the rules of the U.S. Securities and Exchange Commission and the Canadian Securities Administrators, as at June 30, 2022. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as at June 30, 2022.
Changes in internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Any system of internal control over financial reporting, no matter how well-designed, has inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management has used the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013 framework to evaluate the effectiveness of our internal control over financial reporting. Based on this assessment, management has concluded that as at June 30, 2022, our internal control over financial reporting was effective.
During the three months ended June 30, 2022, 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
Colliers is involved in various legal claims associated with the normal course of operations and believes it has made adequate provision for such legal claims.
Risks associated with COVID-19 pandemic
We continue to monitor the ongoing impact of the global COVID-19 pandemic on all aspects of our business, including how it will impact our clients, employees, and services. Operating during the global pandemic exposes the Company to multiple risks which, individually or in the aggregate, could have a material adverse effect on the Company’s business, financial condition, results of operations and cash flows.
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Further, many of the risks discussed in the “Risk Factors” section of the Company’s Annual Information Form are, and could be, exacerbated by the continuing COVID-19 pandemic. Given the dynamic nature of these events, the Company cannot reasonably estimate the period of time that the COVID-19 pandemic and related market conditions will persist, the full extent of the impact they will have on our business, financial condition, results of operations or cash flows or the pace or extent of any subsequent recovery. Even after the pandemic and related containment measures subside, we may continue to experience adverse impacts to our business, financial condition and results of operations, the extent of which may be material.
Risks associated with Colliers Mortgage
Our Colliers Mortgage operations have certain key risk factors unique to the services provided. The following is a summary of key risk factors:
| · | a change in or loss of our relationship with US government agencies, such as Fannie Mae or Ginnie Mae could significantly impact our ability to originate mortgage loans; |
| · | defaults by borrowers on loans originated under the Fannie Mae Delegated Underwriting and Servicing Program could materially affect our profitability as we are subject to sharing up to one-third of incurred losses; |
| · | a decline in origination volumes or termination of our current servicing agreements, could significantly impact profitability, with a majority of our earnings generated from loan servicing; and |
| · | a termination or changes to our warehouse credit facilities could lead to unfavourable replacement terms and may significantly impact our ability to originate new loans. |
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, those set out above under “Risks associated with the COVID-19 pandemic”, “Risks associated with Colliers Mortgage” and those set out in detail in the “Risk Factors” section of the Company’s Annual Information Form:
| · | The COVID-19 pandemic and its related impact on global, regional and local economic conditions, and in particular its impact on client demand for our services, our ability to deliver services and ensure the health and productivity of our employees. |
| · | Economic conditions, especially as they relate to commercial and consumer credit conditions and business spending, particularly in regions where our operations may be concentrated. |
| · | Rising inflation and its impact on compensation costs, hiring and retention of talent, and the Company’s ability to recover costs from our clients. |
| · | Commercial real estate and real asset values, vacancy rates and general conditions of financial liquidity for transactions. |
| · | Trends in pricing and risk assumption for commercial real estate services. |
| · | The effect of significant movements in average cap rates across different property types. |
| · | A reduction by clients in their reliance on outsourcing for their commercial real estate needs, which would affect our revenues and operating performance. |
| · | Competition in the markets served by the Company. |
| · | The impact of changes in the market value of assets under management on the performance of our Investment Management business. |
| · | A decline in our ability to attract, recruit and retain talent. |
| · | A decline in our ability to attract new clients and to retain major clients and renew related contracts. |
| · | Labor shortages or increases in wage and benefit costs. |
| · | A decline in our performance impacting our continued compliance with the financial covenants under our debt agreements, or our ability to negotiate a waiver of certain covenants with our lenders. |
| · | The effect of increases in interest rates on our cost of borrowing. |
| · | Unexpected increases in operating costs, such as insurance, workers’ compensation and health care. |
| · | Changes in the frequency or severity of insurance incidents relative to our historical experience. |
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| · | The effects of changes in foreign exchange rates in relation to the US dollar on the Company’s Canadian dollar, Euro, Australian dollar and UK pound sterling denominated revenues and expenses. |
| · | A decline in our ability to identify and make acquisitions at reasonable prices and successfully integrate acquired operations. |
| · | Disruptions, cyber attacks or security failures in our information technology systems. |
| · | The ability to comply with laws and regulations related to our global operations, including real estate and mortgage banking licensure, labour and employment laws and regulations, as well as the anti-corruption laws and trade sanctions. |
| · | Political conditions, including political instability, any outbreak or escalation of hostilities, elections, referenda, trade policy changes, immigration policy changes and terrorism and the impact thereof on our business. |
| · | The ability to protect against cybersecurity threats as well as to monitor new threats. |
| · | Changes in climate and environment-related policies that directly impact our businesses. |
| · | Changes in government laws and policies at the federal, state/provincial or local level that directly impact our businesses. |
| · | Continuing evolution of global climate change policy and its tangible and intangible impact on our operations, employees and clients. |
| · | Conversion of the Convertible Notes to subordinate voting shares may dilute the ownership of existing shareholders. |
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, particularly in light of the ongoing and developing COVID-19 pandemic and its impact on the global economy and its anticipated impact on our business. 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, 2021, is available on SEDAR at www.sedar.com and on EDGAR at www.sec.gov. Further information about us can also be obtained at www.colliers.com.