Colliers International Group Inc. (NASDAQ and TSX: CIGI)
(“Colliers” or the “Company”) today announced operating and
financial results for the second quarter ended June 30, 2021. All
amounts are in US dollars.
For the quarter ended June 30, 2021, revenues
were $946.0 million, up 72% (64% in local currency) relative to the
same quarter in the prior year which was materially impacted by the
early stages of the COVID-19 pandemic. Adjusted EBITDA (note 1) was
$136.6 million, up 128% (116% in local currency) and adjusted EPS
(note 2) was $1.58, up 126% versus the prior year period. Second
quarter adjusted EPS would have been approximately $0.10 lower
excluding foreign exchange impacts. The GAAP operating loss was
$385.8 million and included a $471.9 million settlement of the
Long-Term Incentive Arrangement (“LTIA”) with the Company's
Chairman & CEO as approved by 95% of the Company’s
disinterested shareholders. The GAAP diluted loss per share was
$10.53. Second quarter GAAP EPS would have been approximately $0.11
lower excluding changes in foreign exchange rates.
For the six months ended June 30, 2021, revenues
were $1.72 billion, up 46% (40% in local currency) relative to the
same period in the prior year, adjusted EBITDA (note 1) was $228.7
million, up 100% (91% in local currency) versus prior year and
adjusted EPS (note 2) was $2.64, up 111% versus prior year. Six
months ended June 30, 2021 adjusted EPS would have been
approximately $0.14 lower excluding foreign exchange impacts. The
GAAP operating loss was $345.8 million and included the settlement
of the LTIA. The GAAP diluted loss per share was $10.80. Second
quarter GAAP EPS would have been approximately $0.15 lower
excluding changes in foreign exchange rates.
“Colliers reported robust second quarter results
with strong momentum across all services lines, “ said Jay S.
Hennick, Chairman & CEO of Colliers. “During the quarter, both
Capital Markets and Leasing were up materially when compared to the
prior year period. Compared to 2019 pre-pandemic levels, revenues
from Capital Markets were up significantly while Leasing partially
recovered but remained below 2019 levels. Our Outsourcing &
Advisory and Investment Management service lines posted high teens
internal growth rates. Investment Management had another record
fundraising quarter, raising more than $2 billion and bringing
total assets under management to more than $44 billion. Each of
Colliers Engineering & Design and Colliers Mortgage delivered
excellent year over year performance as we continue to develop
these growth engines for the future. Based on our strong results to
date, we are again raising our full year financial outlook.
Finally, after quarter-end, Colliers announced the private
placement of a new series of Senior Notes, providing incremental
low cost and long-term debt capital and bringing our overall
liquidity for future growth to more than $1 billion. With our
proven track record, balanced and diversified business model,
unique enterprising culture and significant inside ownership,
Colliers is well positioned to continue creating shareholder value
for many years to come,” he concluded.
About ColliersColliers (NASDAQ,
TSX: CIGI) is a leading diversified professional services and
investment management company. With operations in 66 countries, our
more than 15,000 enterprising professionals work collaboratively to
provide expert advice to real estate occupiers, owners and
investors. For more than 25 years, our experienced leadership with
significant insider ownership has delivered compound annual
investment returns of almost 20% for shareholders. With annualized
revenues of $3.3 billion ($3.6 billion including affiliates) and
$45 billion of assets under management, we maximize the potential
of property and accelerate the success of our clients and our
people. Learn more at corporate.colliers.com, Twitter @Colliers or
LinkedIn.
Consolidated Revenues by Line of Service
|
Three months ended |
|
|
|
Six months ended |
|
|
(in thousands of US$) |
June 30 |
Change |
Change |
|
June 30 |
Change |
Change |
(LC =
local currency) |
2021 |
|
2020 |
in US$ % |
in LC% |
|
2021 |
|
2020 |
in US$ % |
in LC% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outsourcing &
Advisory |
$ |
388,661 |
|
$ |
257,044 |
51% |
43% |
|
$ |
728,777 |
|
$ |
534,334 |
36% |
30% |
Investment
Management |
|
50,477 |
|
|
41,389 |
22% |
21% |
|
|
95,104 |
|
|
87,214 |
9% |
9% |
Leasing |
|
241,257 |
|
|
136,768 |
76% |
69% |
|
|
420,917 |
|
|
301,278 |
40% |
35% |
Capital
Markets |
|
265,599 |
|
|
115,005 |
131% |
119% |
|
|
476,110 |
|
|
258,008 |
85% |
76% |
Total revenues |
$ |
945,994 |
|
$ |
550,206 |
72% |
64% |
|
$ |
1,720,908 |
|
$ |
1,180,834 |
46% |
40% |
Consolidated revenues for the second quarter
increased 64% on a local currency basis, driven by strong Capital
Markets and Leasing activity and the impact of recent acquisitions.
Consolidated internal revenues measured in local currencies were up
47% (note 3), versus prior year quarter results which were impacted
by the COVID-19 pandemic. Relative to 2019 pre-pandemic peak
levels, second quarter 2021 Capital Markets revenues were up 34% on
an internal local currency basis, while Leasing revenues recovered
to within 9% of 2019 levels.
For the six months ended June 30, 2021,
consolidated revenues increased 40% on a local currency basis
driven by a rebound in Capital Markets and Leasing activity and the
impact of recent acquisitions, versus prior year results which were
impacted by the pandemic beginning in March 2020. Consolidated
internal revenues measured in local currencies were up 23% (note
3). Relative to 2019 pre-pandemic peak levels, year to date 2021
Capital Markets revenues were up 23% on an internal local currency
basis, while Leasing revenues recovered to within 8% of 2019
levels.
Segmented Second Quarter
ResultsRevenues in the Americas region totalled $582.8
million for the second quarter, up 89% (84% in local currency)
versus $308.9 million in the prior year quarter. Revenue growth was
driven by strong Capital Markets and Leasing activity across most
major markets and the incremental impact of recent acquisitions,
versus prior year results which were impacted by the pandemic.
Adjusted EBITDA was $78.9 million, up 224% from $24.4 million in
the prior year quarter. The increase was driven by higher revenues
and reduced costs from measures implemented during the pandemic.
GAAP operating earnings were $63.2 million, relative to $3.4
million in the prior year quarter.
Revenues in the EMEA region totalled $158.6
million for the second quarter compared to $99.6 million in the
prior year quarter, up 59% (45% in local currency). Revenue growth
was strong across all service lines, particularly Capital Markets,
relative to reduced levels in the prior year quarter impacted by
the pandemic. Adjusted EBITDA was $20.6 million, up 226% from $6.3
million in the prior year on higher revenues and cost savings from
measures implemented during the pandemic. The GAAP operating
earnings were $14.4 million versus a loss of $3.3 million in the
prior year quarter.
Revenues in the Asia Pacific region totalled
$154.0 million for the second quarter compared to $100.1 million in
the prior year quarter, up 54% (38% in local currency). Revenue
growth was robust across all service lines and geographies,
particularly in Australia and New Zealand, versus pandemic-impacted
prior year quarter results. Adjusted EBITDA was $20.7 million, up
69% from $12.3 million in the prior year quarter with the
improvement in margin attributable to operating leverage and a
lower cost base from measures implemented during the pandemic. GAAP
operating earnings were $16.7 million, versus $5.1 million in the
prior year quarter.
Investment Management revenues for the second
quarter were $50.5 million compared to $41.4 million in the prior
year quarter, up 22% (21% in local currency). Revenue growth was
driven by management fee growth from increased assets under
management. Neither the current year quarter nor the prior year
quarter included carried interest revenues. Adjusted EBITDA was
$21.3 million, relative to $17.4 million in the prior year quarter,
up 23%. GAAP operating earnings were $14.2 million in the quarter,
versus $10.6 million in the prior year quarter. Assets under
management were $44.5 billion at June 30, 2021, up 13% from $39.5
billion at December 31, 2020 and up 25% from $35.7 billion at June
30, 2020.
Unallocated global corporate costs as reported
in Adjusted EBITDA were $5.0 million in the second quarter,
relative to $0.3 million in the prior year quarter, with the change
primarily attributable to incentive compensation accruals recorded
in the current year period. The corporate GAAP operating loss for
the quarter was $494.3 million. Excluding the impact of the LTIA,
corporate GAAP operating loss was $22.3 million, relative to a loss
of $1.4 million in the second quarter of 2020 attributable to an
increase in the fair value of contingent acquisition consideration
on strong operating performance of recently acquired businesses as
well as incentive compensation accruals.
2021 OutlookGiven stronger than
anticipated operating results for the second quarter, the Company
is increasing its previously provided financial outlook. However, a
number of uncertainties remain which could impact our outlook,
including: (i) the emergence of COVID-19 variants around the world;
and (ii) certain operating costs, reduced in light of the pandemic,
are expected to increase in the second half of the year as
restrictions ease which may temper margin expansion. The outlook
for the full year 2021 (relative to 2020), including the impact of
completed acquisitions, is as follows:
|
Full Year 2021 Outlook |
|
Updated |
Previous |
Revenue |
+20% to +30% |
+15% to +30% |
Adjusted EBITDA |
+25% to +35% |
+15% to +30% |
This financial outlook is based on the Company’s
best available information as of the date of this press release and
remains subject to change based on numerous macroeconomic, health,
social, geo-political and related factors.
Settlement of Long-Term Incentive
ArrangementOn April 16, 2021, after receiving approval
from 95% of disinterested shareholders, the Company completed the
previously announced transaction (the “Transaction”) to settle the
Management Services Agreement, including the LTIA, between
Colliers, Jay S. Hennick and Jayset Management CIG Inc., a
corporation controlled by Mr. Hennick. The Transaction also
established a timeline for the orderly elimination of Colliers’
dual class voting structure by no later than September 1, 2028. The
completion of the Transaction resulted in the issuance of 3.6
million Subordinate Voting Shares from treasury and a cash payment
of $96.2 million funded from the Company’s revolving credit
facility, which were recorded as an expense of $471.9 million on
the statement of earnings during the second quarter of 2021.
Mr. Hennick remains Chairman & Chief
Executive Officer of the Company and has control and direction over
a total of 4.6 million Subordinate Voting Shares and 1.3 million
Multiple Voting Shares of Colliers representing an aggregate of
13.5% of the outstanding shares and 45.0% of the votes.
Private Placement of Senior
NotesOn July 28, 2021 the Company entered into a note
purchase agreement to issue US dollar and Euro fixed rate senior
unsecured notes (the “Senior Notes”), consisting of US$150 million
of 3.02% Notes due 2031 and €125 million of 1.52% Notes due 2031.
The Senior Notes were placed privately and rank equally with
Colliers’ senior unsecured revolving credit facility and existing
senior unsecured Euro notes due 2028. The proceeds of the issuances
are expected to be drawn on or about October 7, 2021. Colliers
intends to use the proceeds for general corporate purposes and to
reduce outstanding borrowings under its revolving credit
facility.
Conference CallColliers will be
holding a conference call on Wednesday, August 4, 2021 at 11:00
a.m. Eastern Time to discuss the quarter’s results. The call, as
well as a supplemental slide presentation, will be simultaneously
web cast and can be accessed live or after the call at
corporate.colliers.com in the Events section.
Forward-looking StatementsThis
press release includes or may include forward-looking statements.
Forward-looking statements include the Company’s financial
performance outlook and statements regarding goals, beliefs,
strategies, objectives, plans or current expectations. These
statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results to be materially
different from any future results, performance or achievements
contemplated in the forward-looking statements. Such factors
include: economic conditions, especially as they relate to
commercial and consumer credit conditions and consumer spending,
particularly in regions where our business may be concentrated;
commercial real estate property values, vacancy rates and general
conditions of financial liquidity for real estate transactions;
trends in pricing and risk assumption for commercial real estate
services; the effect of significant movements in average
capitalization rates across different property types; a reduction
by companies in their reliance on outsourcing for their commercial
real estate needs, which would affect revenues and operating
performance; competition in the markets served by the Company; the
ability to attract new clients and to retain major clients and
renew related contracts; the ability to retain and incentivize
producers; increases in wage and benefit costs; the effects of
changes in interest rates on the cost of borrowing; unexpected
increases in operating costs, such as insurance, workers’
compensation and health care; changes in the frequency or severity
of insurance incidents relative to historical experience; the
effects of changes in foreign exchange rates in relation to the US
dollar on the Company’s Canadian dollar, Euro, Australian dollar
and UK pound sterling denominated revenues and expenses; the impact
of pandemics on client demand for the Company’s services, the
ability of the Company to deliver its services and the health and
productivity of its employees; the impact of political events
including elections, referenda, trade policy changes, immigration
policy changes, hostilities and terrorism on the Company’s
operations; the ability to identify and make acquisitions at
reasonable prices and successfully integrate acquired operations;
the ability to execute on, and adapt to, information technology
strategies and trends; the ability to comply with laws and
regulations related to our global operations, including real estate
and mortgage banking licensure, labour and employment laws and
regulations, as well as the anti-corruption laws and trade
sanctions; and changes in government laws and policies at the
federal, state/provincial or local level that may adversely impact
the business.
Additional information and risk factors are
identified in the Company’s other periodic filings with Canadian
and US securities regulators (which factors are adopted herein and
a copy of which can be obtained at www.sedar.com). Forward looking
statements contained in this press release are made as of the date
hereof and are subject to change. All forward-looking statements in
this press release are qualified by these cautionary statements.
Except as required by applicable law, Colliers undertakes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
Summary financial information is provided in
this press release. This press release should be read in
conjunction with the Company's annual consolidated financial
statements and MD&A to be made available on SEDAR at
www.sedar.com.
NotesNon-GAAP
Measures1. Reconciliation of net earnings to adjusted
EBITDA:
Adjusted EBITDA is defined as net earnings,
adjusted to exclude: (i) income tax; (ii) other expense (income);
(iii) interest expense; (iv) the settlement of the LTIA; (v)
depreciation and amortization, including amortization of mortgage
servicing rights (“MSRs”); (vi) gains attributable to MSRs; (vii)
acquisition-related items (including contingent acquisition
consideration fair value adjustments, contingent acquisition
consideration-related compensation expense and transaction costs);
(viii) restructuring costs and (ix) stock-based compensation
expense. We use adjusted EBITDA to evaluate our own operating
performance and our ability to service debt, as well as an integral
part of our planning and reporting systems. Additionally, we use
this measure in conjunction with discounted cash flow models to
determine the Company’s overall enterprise valuation and to
evaluate acquisition targets. We present adjusted EBITDA as a
supplemental measure because we believe such measure is useful to
investors as a reasonable indicator of operating performance
because of the low capital intensity of the Company’s service
operations. We believe this measure is a financial metric used by
many investors to compare companies, especially in the services
industry. This measure is not a recognized measure of financial
performance under GAAP in the United States, and should not be
considered as a substitute for operating earnings, net earnings or
cash flow from operating activities, as determined in accordance
with GAAP. Our method of calculating adjusted EBITDA may differ
from other issuers and accordingly, this measure may not be
comparable to measures used by other issuers. A reconciliation of
net earnings to adjusted EBITDA appears below.
|
Three months ended |
|
Six months ended |
|
June 30 |
|
June 30 |
(in
thousands of US$) |
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
$ |
(412,601 |
) |
|
$ |
6,483 |
|
|
$ |
(387,794 |
) |
|
$ |
12,942 |
|
Income tax |
|
20,872 |
|
|
|
2,127 |
|
|
|
29,719 |
|
|
|
7,326 |
|
Other income,
including equity earnings from non-consolidated investments |
|
(1,964 |
) |
|
|
(266 |
) |
|
|
(3,946 |
) |
|
|
(970 |
) |
Interest expense,
net |
|
7,916 |
|
|
|
6,179 |
|
|
|
16,200 |
|
|
|
13,763 |
|
Operating
earnings |
|
(385,777 |
) |
|
|
14,523 |
|
|
|
(345,821 |
) |
|
|
33,061 |
|
Settlement of
LTIA |
|
471,928 |
|
|
|
- |
|
|
|
471,928 |
|
|
|
- |
|
Depreciation and
amortization |
|
34,574 |
|
|
|
25,940 |
|
|
|
72,351 |
|
|
|
50,830 |
|
Gains attributable
to MSRs |
|
(5,841 |
) |
|
|
(509 |
) |
|
|
(14,916 |
) |
|
|
(509 |
) |
Equity earnings
from non-consolidated investments |
|
1,732 |
|
|
|
414 |
|
|
|
3,138 |
|
|
|
969 |
|
Acquisition-related items |
|
16,695 |
|
|
|
3,784 |
|
|
|
35,542 |
|
|
|
6,534 |
|
Restructuring
costs |
|
650 |
|
|
|
13,839 |
|
|
|
943 |
|
|
|
19,307 |
|
Stock-based
compensation expense |
|
2,597 |
|
|
|
1,971 |
|
|
|
5,522 |
|
|
|
4,224 |
|
Adjusted EBITDA |
$ |
136,558 |
|
|
$ |
59,962 |
|
|
$ |
228,687 |
|
|
$ |
114,416 |
|
2. Reconciliation of net earnings and diluted
net earnings per common share to adjusted net earnings and adjusted
EPS:
Adjusted EPS is defined as diluted net earnings
per share as calculated under the “if-converted” method, adjusted
for the effect, after income tax, of: (i) the non-controlling
interest redemption increment; (ii) the settlement of the LTIA;
(iii) amortization expense related to intangible assets recognized
in connection with acquisitions and MSRs; (iv) gains attributable
to MSRs; (v) acquisition-related items; (vi) restructuring costs
and (vii) stock-based compensation expense. We believe this measure
is useful to investors because it provides a supplemental way to
understand the underlying operating performance of the Company and
enhances the comparability of operating results from period to
period. Adjusted EPS is not a recognized measure of financial
performance under GAAP, and should not be considered as a
substitute for diluted net earnings per share from continuing
operations, as determined in accordance with GAAP. Our method of
calculating this non-GAAP measure may differ from other issuers
and, accordingly, this measure may not be comparable to measures
used by other issuers. A reconciliation of net earnings to adjusted
net earnings and of diluted net earnings per share to adjusted EPS
appears below.
Adjusted EPS is calculated using the
“if-converted” method of calculating earnings per share in relation
to the Convertible Notes, which were issued on May 19, 2020. As
such, the interest (net of tax) on the Convertible Notes is added
to the numerator and the additional shares issuable on conversion
of the Convertible Notes are added to the denominator of the
earnings per share calculation to determine if an assumed
conversion is more dilutive than no assumption of conversion. The
“if-converted” method is used if the impact of the assumed
conversion is dilutive. For the three months and six months ended
June 30, 2021 and June 30, 2020, the “if-converted” method is
anti-dilutive for the GAAP diluted EPS calculation but dilutive for
the adjusted EPS calculation.
|
|
Three months ended |
|
Six months ended |
|
June 30 |
|
June 30 |
(in
thousands of US$) |
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
$ |
(412,601 |
) |
|
$ |
6,483 |
|
|
$ |
(387,794 |
) |
|
$ |
12,942 |
|
Non-controlling
interest share of earnings |
|
(11,745 |
) |
|
|
(4,265 |
) |
|
|
(19,525 |
) |
|
|
(7,642 |
) |
Interest on
Convertible Notes |
|
2,300 |
|
|
|
1,059 |
|
|
|
4,600 |
|
|
|
1,059 |
|
Settlement of
LTIA |
|
471,928 |
|
|
|
- |
|
|
|
471,928 |
|
|
|
- |
|
Amortization of
intangible assets |
|
23,533 |
|
|
|
17,089 |
|
|
|
50,871 |
|
|
|
33,101 |
|
Gains attributable
to MSRs |
|
(5,841 |
) |
|
|
(509 |
) |
|
|
(14,916 |
) |
|
|
(509 |
) |
Acquisition-related items |
|
16,695 |
|
|
|
3,784 |
|
|
|
35,542 |
|
|
|
6,534 |
|
Restructuring
costs |
|
650 |
|
|
|
13,839 |
|
|
|
943 |
|
|
|
19,307 |
|
Stock-based
compensation expense |
|
2,597 |
|
|
|
1,971 |
|
|
|
5,522 |
|
|
|
4,224 |
|
Income tax on
adjustments |
|
(8,517 |
) |
|
|
(7,442 |
) |
|
|
(18,183 |
) |
|
|
(13,247 |
) |
Non-controlling
interest on adjustments |
|
(3,460 |
) |
|
|
(2,447 |
) |
|
|
(6,795 |
) |
|
|
(4,597 |
) |
Adjusted net earnings |
$ |
75,539 |
|
|
$ |
29,562 |
|
|
$ |
122,193 |
|
|
$ |
51,172 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Six months ended |
|
June 30 |
|
June 30 |
(in
US$) |
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net
earnings per common share(1) |
$ |
(9.53 |
) |
|
$ |
(0.25 |
) |
|
$ |
(9.75 |
) |
|
$ |
(0.14 |
) |
Interest on
Convertible Notes, net of tax |
|
0.04 |
|
|
|
0.02 |
|
|
|
0.07 |
|
|
|
0.02 |
|
Non-controlling
interest redemption increment |
|
0.67 |
|
|
|
0.30 |
|
|
|
0.96 |
|
|
|
0.27 |
|
Settlement of
LTIA |
|
9.86 |
|
|
|
- |
|
|
|
10.19 |
|
|
|
- |
|
Amortization
expense, net of tax |
|
0.29 |
|
|
|
0.25 |
|
|
|
0.66 |
|
|
|
0.49 |
|
Gains attributable
to MSRs, net of tax |
|
(0.07 |
) |
|
|
(0.01 |
) |
|
|
(0.18 |
) |
|
|
(0.01 |
) |
Acquisition-related items |
|
0.26 |
|
|
|
0.10 |
|
|
|
0.56 |
|
|
|
0.17 |
|
Restructuring
costs, net of tax |
|
0.01 |
|
|
|
0.24 |
|
|
|
0.01 |
|
|
|
0.35 |
|
Stock-based
compensation expense, net of tax |
|
0.05 |
|
|
|
0.05 |
|
|
|
0.12 |
|
|
|
0.10 |
|
Adjusted
EPS |
$ |
1.58 |
|
|
$ |
0.70 |
|
|
$ |
2.64 |
|
|
$ |
1.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
weighted average shares for Adjusted EPS (thousands) |
|
47,846 |
|
|
|
41,901 |
|
|
|
46,303 |
|
|
|
41,021 |
|
(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, 2021 and 2020. |
3. Local currency revenue growth rate and
internal revenue growth rate measures
Percentage revenue variances presented on a
local currency basis are calculated by translating the current
period results of our non-US dollar denominated operations to US
dollars using the foreign currency exchange rates from the periods
against which the current period results are being compared.
Percentage revenue variances presented on an internal growth basis
are calculated assuming no impact from acquired entities in the
current and prior periods. Revenue from acquired entities,
including any foreign exchange impacts, are treated as acquisition
growth until the respective anniversaries of the acquisitions. We
believe that these revenue growth rate methodologies provide a
framework for assessing the Company’s performance and operations
excluding the effects of foreign currency exchange rate
fluctuations and acquisitions. Since these revenue growth rate
measures are not calculated under GAAP, they may not be comparable
to similar measures used by other issuers.
4. Assets under management
We use the term assets under management (“AUM”)
as a measure of the scale of our Investment Management operations.
AUM is defined as the gross market value of operating assets and
the projected gross cost of development properties of the funds,
partnerships and accounts to which we provide management and
advisory services, including capital that such funds, partnerships
and accounts have the right to call from investors pursuant to
capital commitments. Our definition of AUM may differ from those
used by other issuers and as such may not be directly comparable to
similar measures used by other issuers.
COLLIERS
INTERNATIONAL GROUP INC. |
CONDENSED
CONSOLIDATED STATEMENTS OF EARNINGS |
(in thousands of
US$, except per share amounts) |
|
|
|
Three months |
|
|
Six months |
|
|
|
ended June 30 |
|
|
ended June 30 |
(unaudited) |
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
|
$ |
945,994 |
|
|
$ |
550,206 |
|
|
$ |
1,720,908 |
|
|
$ |
1,180,834 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenues |
|
|
576,652 |
|
|
|
355,347 |
|
|
|
1,044,382 |
|
|
|
771,705 |
|
Selling, general and
administrative expenses |
|
|
231,922 |
|
|
|
150,612 |
|
|
|
442,526 |
|
|
|
318,704 |
|
Depreciation |
|
|
11,041 |
|
|
|
8,851 |
|
|
|
21,480 |
|
|
|
17,729 |
|
Amortization of intangible
assets |
|
|
23,533 |
|
|
|
17,089 |
|
|
|
50,871 |
|
|
|
33,101 |
|
Acquisition-related items
(1) |
|
|
16,695 |
|
|
|
3,784 |
|
|
|
35,542 |
|
|
|
6,534 |
|
Settlement of long-term
incentive arrangement |
|
|
471,928 |
|
|
|
- |
|
|
|
471,928 |
|
|
|
- |
|
Operating
earnings |
|
|
(385,777 |
) |
|
|
14,523 |
|
|
|
(345,821 |
) |
|
|
33,061 |
|
Interest expense, net |
|
|
7,916 |
|
|
|
6,179 |
|
|
|
16,200 |
|
|
|
13,763 |
|
Equity earnings from
unconsolidated investments |
|
|
(1,732 |
) |
|
|
(414 |
) |
|
|
(3,138 |
) |
|
|
(969 |
) |
Other (income) loss |
|
|
(232 |
) |
|
|
148 |
|
|
|
(808 |
) |
|
|
(1 |
) |
Earnings before income
tax |
|
|
(391,729 |
) |
|
|
8,610 |
|
|
|
(358,075 |
) |
|
|
20,268 |
|
Income tax |
|
|
20,872 |
|
|
|
2,127 |
|
|
|
29,719 |
|
|
|
7,326 |
|
Net
earnings |
|
|
(412,601 |
) |
|
|
6,483 |
|
|
|
(387,794 |
) |
|
|
12,942 |
|
Non-controlling interest share
of earnings |
|
|
11,745 |
|
|
|
4,265 |
|
|
|
19,525 |
|
|
|
7,642 |
|
Non-controlling interest
redemption increment |
|
|
31,771 |
|
|
|
12,530 |
|
|
|
44,311 |
|
|
|
11,025 |
|
Net earnings
attributable to Company |
|
$ |
(456,117 |
) |
|
$ |
(10,312 |
) |
|
$ |
(451,630 |
) |
|
$ |
(5,725 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per
common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
(10.53 |
) |
|
$ |
(0.26 |
) |
|
$ |
(10.80 |
) |
|
$ |
(0.14 |
) |
Diluted (2) |
|
$ |
(10.53 |
) |
|
$ |
(0.26 |
) |
|
$ |
(10.80 |
) |
|
$ |
(0.14 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EPS
(3) |
|
$ |
1.58 |
|
|
$ |
0.70 |
|
|
$ |
2.64 |
|
|
$ |
1.25 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares
(thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
43,329 |
|
|
|
39,930 |
|
|
|
41,801 |
|
|
|
39,902 |
|
Diluted |
|
|
43,329 |
|
|
|
39,930 |
|
|
|
41,801 |
|
|
|
39,902 |
|
Notes to Condensed Consolidated
Statements of Earnings
(1) |
Acquisition-related items include contingent acquisition
consideration fair value adjustments, contingent acquisition
consideration-related compensation expense and transaction
costs. |
(2) |
Diluted EPS is calculated using the “if-converted” method of
calculating earnings per share in relation to the Convertible
Notes, which were issued on May 19, 2020. As such, the interest
(net of tax) on the Convertible Notes is added to the numerator and
the additional shares issuable on conversion of the Convertible
Notes are added to the denominator of the earnings per share
calculation to determine if an assumed conversion is more dilutive
than no assumption of conversion. The “if-converted” method is used
if the impact of the assumed conversion is dilutive. The
“if-converted” method is anti-dilutive for the three-month and
six-month periods ended June 30, 2021 and June 30, 2020. |
(3) |
See definition and reconciliation above. |
COLLIERS
INTERNATIONAL GROUP INC. |
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATED BALANCE SHEETS |
|
|
|
|
|
|
|
|
(in thousands of
US$) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, |
|
December 31, |
|
June 30, |
(unaudited) |
2021 |
|
2020 |
|
2020 |
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Cash and cash
equivalents |
$ |
147,515 |
|
$ |
156,614 |
|
$ |
147,169 |
Restricted cash
(1) |
|
30,052 |
|
|
20,919 |
|
|
19,069 |
Accounts
receivable and contract assets |
|
456,217 |
|
|
433,250 |
|
|
341,778 |
Warehouse
receivables (2) |
|
62,838 |
|
|
232,207 |
|
|
30,586 |
Prepaids and other
assets |
|
205,294 |
|
|
192,821 |
|
|
177,674 |
|
Current
assets |
|
901,916 |
|
|
1,035,811 |
|
|
716,276 |
Other non-current
assets |
|
100,526 |
|
|
94,679 |
|
|
87,980 |
Fixed assets |
|
139,598 |
|
|
129,221 |
|
|
107,207 |
Operating lease
right-of-use assets |
|
319,768 |
|
|
288,134 |
|
|
260,613 |
Deferred tax
assets, net |
|
55,167 |
|
|
45,008 |
|
|
50,308 |
Goodwill and
intangible assets |
|
1,663,937 |
|
|
1,699,314 |
|
|
1,572,605 |
|
Total
assets |
$ |
3,180,912 |
|
$ |
3,292,167 |
|
$ |
2,794,989 |
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders' equity |
|
|
|
|
|
|
|
|
Accounts payable
and accrued liabilities |
$ |
736,393 |
|
$ |
748,660 |
|
$ |
568,933 |
Other current
liabilities |
|
131,336 |
|
|
53,661 |
|
|
50,947 |
Long-term debt -
current |
|
2,142 |
|
|
9,024 |
|
|
7,397 |
Warehouse credit
facilities (2) |
|
55,566 |
|
|
218,018 |
|
|
24,586 |
Operating lease
liabilities - current |
|
81,144 |
|
|
78,923 |
|
|
68,417 |
|
Current
liabilities |
|
1,006,581 |
|
|
1,108,286 |
|
|
720,280 |
Long-term debt -
non-current |
|
537,956 |
|
|
470,871 |
|
|
619,809 |
Operating lease
liabilities - non-current |
|
298,668 |
|
|
251,680 |
|
|
230,366 |
Other
liabilities |
|
103,658 |
|
|
158,366 |
|
|
102,676 |
Deferred tax
liabilities, net |
|
38,729 |
|
|
50,523 |
|
|
24,329 |
Convertible
notes |
|
224,578 |
|
|
223,957 |
|
|
223,462 |
Redeemable
non-controlling interests |
|
448,271 |
|
|
442,375 |
|
|
375,057 |
Shareholders'
equity |
|
522,471 |
|
|
586,109 |
|
|
499,010 |
|
Total liabilities and equity |
$ |
3,180,912 |
|
$ |
3,292,167 |
|
$ |
2,794,989 |
|
|
|
|
|
|
|
|
|
|
Supplemental balance sheet information |
|
|
|
|
|
|
|
|
Total debt
(3) |
$ |
540,098 |
|
$ |
479,895 |
|
$ |
627,206 |
Total debt, net of
cash and cash equivalents (3) |
|
392,583 |
|
|
323,281 |
|
|
480,037 |
Net debt / pro
forma adjusted EBITDA ratio (4) |
|
0.9 |
|
|
1.0 |
|
|
1.5 |
Note to Condensed Consolidated Balance
Sheets
(1) |
Restricted
cash consists primarily of cash amounts set aside to satisfy legal
or contractual requirements arising in the normal course of
business. |
(2) |
Warehouse
receivables represent mortgage loans receivable, the majority of
which are offset by borrowings under warehouse credit facilities
which fund loans that financial institutions have committed to
purchase. |
(3) |
Excluding
warehouse credit facilities and convertible notes. |
(3) |
Net debt
for financial leverage ratio excludes restricted cash, warehouse
credit facilities and convertible notes, in accordance with debt
agreements. |
COLLIERS
INTERNATIONAL GROUP INC. |
|
|
|
|
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
|
|
|
|
|
|
(in thousands of
US$) |
|
|
|
|
Three months ended |
|
|
Six months ended |
|
|
|
|
June 30 |
|
|
June 30 |
(unaudited) |
|
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
provided by (used in) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
activities |
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings
(loss) |
|
$ |
(412,601 |
) |
|
$ |
6,483 |
|
|
$ |
(387,794 |
) |
|
$ |
12,942 |
|
Items not
affecting cash: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
34,574 |
|
|
|
25,940 |
|
|
|
72,351 |
|
|
|
50,830 |
|
|
Settlement of long-term
incentive arrangement |
|
|
375,742 |
|
|
|
- |
|
|
|
375,742 |
|
|
|
- |
|
|
Gains attributable to mortgage
servicing rights |
|
|
(5,841 |
) |
|
|
(509 |
) |
|
|
(14,916 |
) |
|
|
(509 |
) |
|
Gains attributable to the fair
value of loan premiums and origination fees |
|
|
(10,705 |
) |
|
|
(1,810 |
) |
|
|
(22,283 |
) |
|
|
(1,810 |
) |
|
Deferred income tax |
|
|
(13,073 |
) |
|
|
(6,839 |
) |
|
|
(22,504 |
) |
|
|
(13,997 |
) |
|
Other |
|
|
19,394 |
|
|
|
11,163 |
|
|
|
61,285 |
|
|
|
24,603 |
|
|
|
|
|
(12,510 |
) |
|
|
34,428 |
|
|
|
61,881 |
|
|
|
72,059 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease in accounts receivable, prepaid |
|
|
|
|
|
|
|
|
|
|
|
|
|
expenses and other assets |
|
|
(55,446 |
) |
|
|
16,018 |
|
|
|
(79,233 |
) |
|
|
75,855 |
|
(Decrease)
increase in accounts payable, accrued |
|
|
|
|
|
|
|
|
|
|
|
|
|
expenses and other
liabilities |
|
|
14,331 |
|
|
|
(5,495 |
) |
|
|
1,779 |
|
|
|
(34,254 |
) |
(Decrease)
increase in accrued compensation |
|
|
82,799 |
|
|
|
(17,855 |
) |
|
|
(1,677 |
) |
|
|
(181,261 |
) |
Contingent
acquisition consideration paid |
|
|
(2,997 |
) |
|
|
(1,354 |
) |
|
|
(10,472 |
) |
|
|
(15,684 |
) |
Proceeds from sale
of mortgage loans |
|
|
757,113 |
|
|
|
89,979 |
|
|
|
1,595,030 |
|
|
|
89,979 |
|
Origination of
mortgage loans |
|
|
(690,415 |
) |
|
|
(87,099 |
) |
|
|
(1,397,200 |
) |
|
|
(87,099 |
) |
Increase in
warehouse credit facilities |
|
|
(50,371 |
) |
|
|
(263 |
) |
|
|
(162,452 |
) |
|
|
(263 |
) |
Repurchases from
AR Facility, net of sales |
|
|
14,183 |
|
|
|
(1,276 |
) |
|
|
10,892 |
|
|
|
(12,285 |
) |
Net cash provided
by (used in) operating activities |
|
|
56,687 |
|
|
|
27,083 |
|
|
|
18,548 |
|
|
|
(92,953 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing
activities |
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of
businesses, net of cash acquired |
|
|
(366 |
) |
|
|
(133,840 |
) |
|
|
(4,207 |
) |
|
|
(136,941 |
) |
Purchases of fixed
assets |
|
|
(10,510 |
) |
|
|
(10,290 |
) |
|
|
(32,603 |
) |
|
|
(19,029 |
) |
Purchase of held
for sale real estate assets |
|
|
- |
|
|
|
94,222 |
|
|
|
- |
|
|
|
94,222 |
|
Cash collections
on AR facility deferred purchase price |
|
|
11,824 |
|
|
|
15,069 |
|
|
|
22,732 |
|
|
|
26,459 |
|
Other investing
activities |
|
|
(9,696 |
) |
|
|
(1,104 |
) |
|
|
(20,789 |
) |
|
|
804 |
|
Net cash used in
investing activities |
|
|
(8,748 |
) |
|
|
(35,943 |
) |
|
|
(34,867 |
) |
|
|
(34,485 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
activities |
|
|
|
|
|
|
|
|
|
|
|
|
Increase in
long-term debt, net |
|
|
16,140 |
|
|
|
(118,002 |
) |
|
|
69,932 |
|
|
|
25,144 |
|
Purchases of
non-controlling interests, net of sales |
|
|
(13,707 |
) |
|
|
(19,719 |
) |
|
|
(21,840 |
) |
|
|
(24,395 |
) |
Dividends paid to
common shareholders |
|
|
- |
|
|
|
- |
|
|
|
(2,009 |
) |
|
|
(1,992 |
) |
Distributions paid
to non-controlling interests |
|
|
(21,305 |
) |
|
|
(14,293 |
) |
|
|
(35,228 |
) |
|
|
(21,986 |
) |
Other financing
activities |
|
|
1,496 |
|
|
|
(5,165 |
) |
|
|
6,464 |
|
|
|
(13,638 |
) |
Net cash (used in)
provided by financing activities |
|
|
(17,376 |
) |
|
|
72,821 |
|
|
|
17,319 |
|
|
|
193,133 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange
rate changes on cash |
|
|
888 |
|
|
|
(813 |
) |
|
|
(966 |
) |
|
|
(14,450 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash
and cash |
|
|
|
|
|
|
|
|
|
|
|
|
|
equivalents and restricted
cash |
|
|
31,451 |
|
|
|
63,148 |
|
|
|
34 |
|
|
|
51,245 |
|
Cash and cash
equivalents and |
|
|
|
|
|
|
|
|
|
|
|
|
|
restricted cash, beginning of
period |
|
|
146,116 |
|
|
|
103,090 |
|
|
|
177,533 |
|
|
|
114,993 |
|
Cash and cash
equivalents and |
|
|
|
|
|
|
|
|
|
|
|
|
|
restricted cash, end of period |
|
$ |
177,567 |
|
|
$ |
166,238 |
|
|
$ |
177,567 |
|
|
$ |
166,238 |
|
COLLIERS
INTERNATIONAL GROUP INC. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SEGMENTED
RESULTS |
(in thousands of
US dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asia |
|
Investment |
|
|
|
|
(unaudited) |
Americas |
|
EMEA |
|
Pacific |
|
Management |
|
Corporate |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
months ended June 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ |
582,769 |
|
$ |
158,571 |
|
|
$ |
154,018 |
|
$ |
50,477 |
|
$ |
159 |
|
|
$ |
945,994 |
|
|
Adjusted
EBITDA |
|
78,923 |
|
|
20,640 |
|
|
|
20,677 |
|
|
21,330 |
|
|
(5,012 |
) |
|
|
136,558 |
|
|
Operating earnings
(loss) |
|
63,239 |
|
|
14,393 |
|
|
|
16,692 |
|
|
14,157 |
|
|
(494,258 |
) |
|
|
(385,777 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ |
308,885 |
|
$ |
99,614 |
|
|
$ |
100,105 |
|
$ |
41,389 |
|
$ |
213 |
|
|
$ |
550,206 |
|
|
Adjusted EBITDA |
|
24,376 |
|
|
6,323 |
|
|
|
12,255 |
|
|
17,350 |
|
|
(342 |
) |
|
|
59,962 |
|
|
Operating earnings (loss) |
|
3,415 |
|
|
(3,267 |
) |
|
|
5,091 |
|
|
10,648 |
|
|
(1,364 |
) |
|
|
14,523 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asia |
|
Investment |
|
|
|
|
|
Americas |
|
EMEA |
|
Pacific |
|
Management |
|
Corporate |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months
ended June 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ |
1,058,546 |
|
$ |
284,684 |
|
|
$ |
282,269 |
|
$ |
95,104 |
|
$ |
305 |
|
|
$ |
1,720,908 |
|
|
Adjusted
EBITDA |
|
135,849 |
|
|
25,144 |
|
|
|
36,195 |
|
|
39,075 |
|
|
(7,576 |
) |
|
|
228,687 |
|
|
Operating earnings
(loss) |
|
106,092 |
|
|
13,304 |
|
|
|
28,400 |
|
|
24,088 |
|
|
(517,705 |
) |
|
|
(345,821 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ |
678,875 |
|
$ |
216,696 |
|
|
$ |
197,539 |
|
$ |
87,214 |
|
$ |
510 |
|
|
$ |
1,180,834 |
|
|
Adjusted EBITDA |
|
55,534 |
|
|
2,682 |
|
|
|
17,503 |
|
|
35,784 |
|
|
2,914 |
|
|
|
114,417 |
|
|
Operating earnings (loss) |
|
26,125 |
|
|
(16,718 |
) |
|
|
6,319 |
|
|
22,426 |
|
|
(5,091 |
) |
|
|
33,061 |
|
COMPANY CONTACTS:Jay S. HennickChairman & Chief Executive
Officer
Christian MayerChief Financial Officer(416) 960-9500
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