Colliers International Group Inc. (NASDAQ and TSX: CIGI)
(“Colliers” or the “Company”) today announced operating and
financial results for the third quarter ended September 30, 2021.
All amounts are in US dollars.
For the quarter ended September 30, 2021,
revenues were $1.02 billion, up 48% (46% in local currency)
relative to the same quarter in the prior year which was impacted
by the COVID-19 pandemic. Adjusted EBITDA (note 1) was $123.6
million, up 34% (32% in local currency) and adjusted EPS (note 2)
was $1.27, up 18% versus the prior year period. Third quarter
adjusted EPS would have been approximately $0.02 lower excluding
foreign exchange impacts. GAAP operating earnings were $76.0
million, relative to $52.1 million in the prior year quarter. GAAP
diluted net earnings per share were $0.40, versus $0.52 in the
prior year quarter. Third quarter GAAP EPS would have been
approximately $0.03 lower excluding changes in foreign exchange
rates.
For the nine months ended September 30, 2021,
revenues were $2.74 billion, up 46% (42% in local currency)
relative to the same period in the prior year, adjusted EBITDA
(note 1) was $352.3 million, up 71% (65% in local currency) versus
prior year and adjusted EPS (note 2) was $3.91, up 66% versus prior
year. Nine months ended September 30, 2021 adjusted EPS would have
been approximately $0.16 lower excluding foreign exchange impacts.
GAAP operating loss was $269.9 million and included the settlement
of the the Long-Term Incentive Arrangement (“LTIA”) with the
Company's Chairman & CEO which was approved by 95% of the
Company’s disinterested shareholders. The GAAP diluted loss per
share was $10.19. Third quarter GAAP EPS would have been
approximately $0.18 lower excluding changes in foreign exchange
rates.
“Colliers delivered very strong third
quarter results with continued momentum across all service lines,”
said Jay S. Hennick, Global Chairman & CEO of Colliers.
“Investment Management generated strong operating results, raised a
record $4.9 billion in new capital commitments so far this year and
finished the quarter with assets under management of more than $46
billion. Capital Markets and Leasing were both up significantly
over the prior year and when compared to 2019 pre-pandemic levels
while our recurring Outsourcing & Advisory service line
also delivered strong internal growth.”
“Yesterday, Colliers completed the previously
announced acquisition of Bergmann, which will provide additional
scale and further diversify our rapidly growing Colliers
Engineering & Design business. Last week, we formally announced
our new five-year Enterprise ’25 growth strategy, setting ambitious
growth targets to 2025. Under the new plan, we will strive to
double our profitability and generate more than 65% of our AEBITDA
from recurring revenues. Subsequent to quarter end, we announced
two acquisitions – Antirion and Colliers Italy, both of which are
expected to close by the end of the first quarter of 2022.
Antirion, one of the largest investment management firms in Italy
with more than $4 billion in assets under management, will
strengthen and expand our Colliers Global Investors platform while
Colliers Italy adds another market leader to our company-owned
operations in Europe.”
“Our proven track record, balanced and
diversified business model, unique enterprising culture and
significant inside ownership positions us well to continue creating
significant value for shareholders in the years to come,” he
concluded.
About ColliersColliers (NASDAQ,
TSX: CIGI) is a leading diversified professional services and
investment management company. With operations in 65 countries, our
more than 15,000 enterprising professionals work collaboratively to
provide expert advice to real estate occupiers, owners and
investors. For more than 26 years, our experienced leadership with
significant insider ownership has delivered compound annual
investment returns of almost 20% for shareholders. With annualized
revenues of $3.6 billion ($4.0 billion including affiliates) and
$46 billion of assets under management, we maximize the potential
of property and accelerate the success of our clients and our
people. Learn more at corporate.colliers.com, Twitter @Colliers or
LinkedIn.
Consolidated Revenues by Line of
Service
|
Three months ended |
|
|
|
Nine months ended |
|
|
(in thousands of US$) |
September 30 |
Change |
Change |
|
September 30 |
Change |
Change |
(LC =
local currency) |
2021 |
|
2020 |
in US$ % |
in LC% |
|
2021 |
|
2020 |
in US$ % |
in LC% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outsourcing & Advisory |
$ |
390,943 |
|
$ |
315,352 |
24% |
22% |
|
$ |
1,119,720 |
|
$ |
849,686 |
32% |
27% |
Investment Management |
|
78,275 |
|
|
41,704 |
88% |
87% |
|
|
173,379 |
|
|
128,918 |
34% |
34% |
Leasing |
|
242,890 |
|
|
169,688 |
43% |
41% |
|
|
663,807 |
|
|
470,966 |
41% |
37% |
Capital Markets |
|
310,648 |
|
|
165,563 |
88% |
85% |
|
|
786,758 |
|
|
423,571 |
86% |
79% |
Total
revenues |
$ |
1,022,756 |
|
$ |
692,307 |
48% |
46% |
|
$ |
2,743,664 |
|
$ |
1,873,141 |
46% |
42% |
Consolidated revenues for the third quarter
increased 46% on a local currency basis, driven by strong growth
across all service lines, particularly Capital Markets and
Investment Management. Consolidated internal revenues measured in
local currencies were up 45% (note 3), versus prior year quarter
results which were impacted by the COVID-19 pandemic. Relative to
2019 pre-pandemic peak levels, third quarter 2021 Capital Markets
revenues were up 34% on an internal local currency basis, while
Leasing revenues were up 8%.
For the nine months ended September 30, 2021,
consolidated revenues increased 42% on a local currency basis
driven by (i) a rebound in Capital Markets and Leasing activity;
(ii) strong growth in Investment Management and Outsourcing &
Advisory service lines; and (iii) 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 32% (note 3). Relative to 2019
pre-pandemic peak levels, year to date 2021 Capital Markets
revenues were up 28% on an internal local currency basis, while
Leasing revenues recovered to within 2% of 2019 levels.
Segmented Third Quarter
ResultsRevenues in the Americas region totalled $617.1
million for the third quarter, up 46% (45% in local currency)
versus $422.6 million in the prior year quarter. Revenue growth was
primarily driven by strong Capital Markets activity, especially in
the industrial and multi-family asset classes. Outsourcing &
Advisory revenues were also up strongly on robust growth in
Engineering & Design, Valuation and Mortgage services. Adjusted
EBITDA was $65.8 million, up 20% over the prior year quarter.
Adjusted EBITDA growth was impacted by (i) performance-based
incentives resulting from strong year-over-year growth in operating
results and (ii) higher discretionary and variable
costs relative to significantly reduced costs earlier in
the pandemic. GAAP operating earnings were $48.9 million, relative
to $40.4 million in the prior year quarter.
Revenues in the EMEA region totalled $154.9
million for the third quarter compared to $117.4 million in the
prior year quarter, up 32% (29% in local currency) with strong
growth across all service lines. Adjusted EBITDA was $15.0 million,
up 96% over the prior year on higher revenues and continuing cost
savings from measures implemented during the pandemic. GAAP
operating earnings were $11.4 million versus a loss of $1.4 million
in the prior year quarter.
Revenues in the Asia Pacific region totalled
$172.3 million for the third quarter compared to $110.5 million in
the prior year quarter, up 56% (51% in local currency). Revenue
growth was robust across all service lines and geographies,
especially in Australia and New Zealand, versus pandemic-impacted
prior year quarter results. Adjusted EBITDA was $20.7 million, up
62% over the prior year quarter with the improvement in margin
attributable to operating leverage. GAAP operating earnings were
$18.3 million, versus $8.5 million in the prior year quarter.
Investment Management revenues for the third
quarter were $78.3 million compared to $41.7 million in the prior
year quarter, up 88% (87% in local currency). Passthrough revenue
from historical carried interest represented $18.6 million for the
third quarter versus $1.9 million in the prior year quarter.
Excluding the impact of carried interest, revenue was up 50% driven
by management fee growth from increased assets under management.
Adjusted EBITDA was $27.8 million, up 82% over the prior year
quarter. GAAP operating earnings were $19.8 million in the quarter,
versus $7.9 million in the prior year quarter. Assets under
management were $46.1 billion on September 30, 2021, up 17% from
$39.5 billion on December 31, 2020 and up 27% from $36.2 billion on
September 30, 2020.
Unallocated global corporate costs as reported
in Adjusted EBITDA were $5.6 million in the third quarter, relative
to earnings of $1.8 million in the prior year quarter, with the
change primarily attributable to performance-based incentive
compensation accruals recorded in the current year period. The
corporate GAAP operating loss for the quarter was $22.5 million
relative to a loss of $3.5 million in the third 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 the strong
results for the third quarter and continued momentum, the Company
now expects revenue and Adjusted EBITDA to exceed the top end of
the previous outlook. The previously provided outlook for the full
year 2021, relative to 2020, was a revenue increase of 20% to 30%
and an Adjusted EBITDA increase of 25% to 35%. The outlook for the
balance of the year may still be impacted by (i) changes in Capital
Markets and Leasing transaction velocity in the traditionally
strong fourth quarter as the pandemic continues to impact
operations; and (ii) higher than anticipated increases in operating
costs, which were reduced during the pandemic.
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.
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
were drawn on October 7, 2021. Colliers used the proceeds for
general corporate purposes and to repay all outstanding borrowings
under its revolving credit facility.
Conference CallColliers will be
holding a conference call on Tuesday, November 2, 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 global climate change;
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 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 |
|
Nine months ended |
|
September 30 |
|
September 30 |
(in
thousands of US$) |
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
$ |
50,496 |
|
|
$ |
31,979 |
|
|
$ |
(337,298 |
) |
|
$ |
44,921 |
|
Income tax |
|
18,771 |
|
|
|
11,740 |
|
|
|
48,490 |
|
|
|
19,066 |
|
Other income, including equity
earnings from non-consolidated investments |
|
(1,601 |
) |
|
|
(509 |
) |
|
|
(5,547 |
) |
|
|
(1,479 |
) |
Interest expense, net |
|
8,300 |
|
|
|
8,864 |
|
|
|
24,500 |
|
|
|
22,627 |
|
Operating earnings (loss) |
|
75,966 |
|
|
|
52,074 |
|
|
|
(269,855 |
) |
|
|
85,135 |
|
Settlement of LTIA |
|
- |
|
|
|
- |
|
|
|
471,928 |
|
|
|
- |
|
Depreciation and
amortization |
|
34,588 |
|
|
|
36,281 |
|
|
|
106,939 |
|
|
|
87,111 |
|
Gains attributable to
MSRs |
|
(5,812 |
) |
|
|
(6,888 |
) |
|
|
(20,728 |
) |
|
|
(7,397 |
) |
Equity earnings from
non-consolidated investments |
|
1,487 |
|
|
|
482 |
|
|
|
4,625 |
|
|
|
1,451 |
|
Acquisition-related items |
|
14,231 |
|
|
|
4,965 |
|
|
|
49,773 |
|
|
|
11,499 |
|
Restructuring costs |
|
523 |
|
|
|
3,374 |
|
|
|
1,466 |
|
|
|
22,681 |
|
Stock-based compensation
expense |
|
2,658 |
|
|
|
1,832 |
|
|
|
8,180 |
|
|
|
6,056 |
|
Adjusted EBITDA |
$ |
123,641 |
|
|
$ |
92,120 |
|
|
$ |
352,328 |
|
|
$ |
206,536 |
|
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 nine months ended
September 30, 2021, the “if-converted” method is anti-dilutive for
the GAAP diluted EPS calculation but dilutive for the adjusted EPS
calculation.
|
|
Three months ended |
|
Nine months ended |
|
September 30 |
|
September 30 |
(in
thousands of US$) |
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings (loss) |
$ |
50,496 |
|
|
$ |
31,979 |
|
|
$ |
(337,298 |
) |
|
$ |
44,921 |
|
Non-controlling
interest share of earnings |
|
(13,623 |
) |
|
|
(6,264 |
) |
|
|
(33,148 |
) |
|
|
(13,906 |
) |
Interest on
Convertible Notes |
|
2,300 |
|
|
|
2,314 |
|
|
|
6,900 |
|
|
|
3,373 |
|
Settlement of
LTIA |
|
- |
|
|
|
- |
|
|
|
471,928 |
|
|
|
- |
|
Amortization of
intangible assets |
|
23,148 |
|
|
|
25,912 |
|
|
|
74,019 |
|
|
|
59,013 |
|
Gains attributable
to MSRs |
|
(5,812 |
) |
|
|
(6,888 |
) |
|
|
(20,728 |
) |
|
|
(7,397 |
) |
Acquisition-related items |
|
14,231 |
|
|
|
4,965 |
|
|
|
49,773 |
|
|
|
11,499 |
|
Restructuring
costs |
|
523 |
|
|
|
3,374 |
|
|
|
1,466 |
|
|
|
22,681 |
|
Stock-based
compensation expense |
|
2,658 |
|
|
|
1,832 |
|
|
|
8,180 |
|
|
|
6,056 |
|
Income tax on
adjustments |
|
(8,934 |
) |
|
|
(6,988 |
) |
|
|
(27,117 |
) |
|
|
(20,235 |
) |
Non-controlling
interest on adjustments |
|
(3,125 |
) |
|
|
(2,625 |
) |
|
|
(9,920 |
) |
|
|
(7,222 |
) |
Adjusted net earnings |
$ |
61,862 |
|
|
$ |
47,611 |
|
|
$ |
184,055 |
|
|
$ |
98,783 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended |
|
Nine months ended |
|
September 30 |
|
September 30 |
(in
US$) |
2021 |
|
|
2020 |
|
|
2021 |
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net
earnings (loss) per common share(1) |
$ |
0.37 |
|
|
$ |
0.48 |
|
|
$ |
(9.20 |
) |
|
$ |
0.37 |
|
Interest on
Convertible Notes, net of tax |
|
0.04 |
|
|
|
0.04 |
|
|
|
0.11 |
|
|
|
0.06 |
|
Non-controlling
interest redemption increment |
|
0.39 |
|
|
|
0.10 |
|
|
|
1.34 |
|
|
|
0.37 |
|
Settlement of
LTIA |
|
- |
|
|
|
- |
|
|
|
10.02 |
|
|
|
- |
|
Amortization
expense, net of tax |
|
0.28 |
|
|
|
0.38 |
|
|
|
0.94 |
|
|
|
0.88 |
|
Gains attributable
to MSRs, net of tax |
|
(0.07 |
) |
|
|
(0.12 |
) |
|
|
(0.25 |
) |
|
|
(0.14 |
) |
Acquisition-related items |
|
0.20 |
|
|
|
0.10 |
|
|
|
0.75 |
|
|
|
0.27 |
|
Restructuring
costs, net of tax |
|
0.01 |
|
|
|
0.06 |
|
|
|
0.02 |
|
|
|
0.40 |
|
Stock-based
compensation expense, net of tax |
|
0.05 |
|
|
|
0.04 |
|
|
|
0.18 |
|
|
|
0.14 |
|
Adjusted
EPS |
$ |
1.27 |
|
|
$ |
1.08 |
|
|
$ |
3.91 |
|
|
$ |
2.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted
weighted average shares for Adjusted EPS (thousands) |
|
48,722 |
|
|
|
44,181 |
|
|
|
47,111 |
|
|
|
42,075 |
|
(1)Amounts shown reflect the "if-converted" method's dilutive
impact on the adjusted EPS calculation for the three and nine
months ended September 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 (LOSS) |
(in thousands of
US$, except per share amounts) |
|
|
|
|
Three months |
|
|
Nine months |
|
|
|
|
ended September 30 |
|
|
ended September 30 |
(unaudited) |
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ |
1,022,756 |
|
|
$ |
692,307 |
|
|
$ |
2,743,664 |
|
|
$ |
1,873,141 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of
revenues |
|
645,123 |
|
|
|
426,031 |
|
|
|
1,689,505 |
|
|
|
1,197,736 |
|
Selling, general
and administrative expenses |
|
252,848 |
|
|
|
172,956 |
|
|
|
695,374 |
|
|
|
491,660 |
|
Depreciation |
|
11,440 |
|
|
|
10,369 |
|
|
|
32,920 |
|
|
|
28,098 |
|
Amortization of
intangible assets |
|
23,148 |
|
|
|
25,912 |
|
|
|
74,019 |
|
|
|
59,013 |
|
Acquisition-related items (1) |
|
14,231 |
|
|
|
4,965 |
|
|
|
49,773 |
|
|
|
11,499 |
|
Settlement of
long-term incentive arrangement (2) |
|
- |
|
|
|
- |
|
|
|
471,928 |
|
|
|
- |
|
Operating
earnings (loss) |
|
75,966 |
|
|
|
52,074 |
|
|
|
(269,855 |
) |
|
|
85,135 |
|
Interest expense,
net |
|
8,300 |
|
|
|
8,864 |
|
|
|
24,500 |
|
|
|
22,627 |
|
Equity earnings
from unconsolidated investments |
|
(1,487 |
) |
|
|
(482 |
) |
|
|
(4,625 |
) |
|
|
(1,451 |
) |
Other income |
|
(114 |
) |
|
|
(27 |
) |
|
|
(922 |
) |
|
|
(28 |
) |
Earnings (loss)
before income tax |
|
69,267 |
|
|
|
43,719 |
|
|
|
(288,808 |
) |
|
|
63,987 |
|
Income tax |
|
18,771 |
|
|
|
11,740 |
|
|
|
48,490 |
|
|
|
19,066 |
|
Net
earnings (loss) |
|
50,496 |
|
|
|
31,979 |
|
|
|
(337,298 |
) |
|
|
44,921 |
|
Non-controlling
interest share of earnings |
|
13,623 |
|
|
|
6,264 |
|
|
|
33,148 |
|
|
|
13,906 |
|
Non-controlling
interest redemption increment |
|
18,869 |
|
|
|
4,548 |
|
|
|
63,180 |
|
|
|
15,572 |
|
Net
earnings (loss) attributable to Company |
$ |
18,004 |
|
|
$ |
21,167 |
|
|
$ |
(433,626 |
) |
|
$ |
15,443 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
earnings (loss) per common share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
$ |
0.41 |
|
|
$ |
0.53 |
|
|
$ |
(10.19 |
) |
|
$ |
0.39 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted (3) |
$ |
0.40 |
|
|
$ |
0.52 |
|
|
$ |
(10.19 |
) |
|
$ |
0.38 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted
EPS (4) |
$ |
1.27 |
|
|
$ |
1.08 |
|
|
$ |
3.91 |
|
|
$ |
2.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
common shares (thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
44,003 |
|
|
|
40,027 |
|
|
|
42,543 |
|
|
|
39,944 |
|
|
|
Diluted |
|
44,754 |
|
|
|
44,181 |
|
|
|
42,543 |
|
|
|
40,136 |
|
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) Settlement of Long-Term Incentive
Arrangement with the Company’s Chairman and CEO as approved by 95%
of the Company’s disinterested shareholders. The settlement
resulted in a cash payment of $96,200 and the issuance of 3,572,858
Subordinate Voting Shares on April 16,
2021.(3) Diluted EPS is calculated using the
“if-converted” method of calculating earnings per share in relation
to the Convertible Notes, which were issued on May 19, 2020. As
such, the interest (net of tax) on the Convertible Notes is added
to the numerator and the additional shares issuable on conversion
of the Convertible Notes are added to the denominator of the
earnings per share calculation to determine if an assumed
conversion is more dilutive than no assumption of conversion. The
“if-converted” method is used if the impact of the assumed
conversion is dilutive. The “if-converted” method is anti-dilutive
for the three-month and nine-month periods ended September 30, 2021
and for the nine-month period ended September 30, 2020. The
“if-converted” method is dilutive for the three-month period ended
September 30, 2020.(4) See definition and
reconciliation above.
COLLIERS
INTERNATIONAL GROUP INC. |
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATED BALANCE SHEETS |
|
|
|
|
|
|
|
|
(in thousands of
US$) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
December 31, |
|
September 30, |
(unaudited) |
2021 |
|
2020 |
|
2020 |
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
Cash and cash
equivalents |
$ |
134,123 |
|
$ |
156,614 |
|
$ |
129,190 |
Restricted cash
(1) |
|
45,348 |
|
|
20,919 |
|
|
118,543 |
Accounts
receivable and contract assets |
|
485,162 |
|
|
433,250 |
|
|
390,116 |
Warehouse
receivables (2) |
|
161,939 |
|
|
232,207 |
|
|
190,720 |
Prepaids and other
assets |
|
213,635 |
|
|
192,821 |
|
|
186,419 |
|
Current
assets |
|
1,040,207 |
|
|
1,035,811 |
|
|
1,014,988 |
Other non-current
assets |
|
105,487 |
|
|
94,679 |
|
|
81,539 |
Fixed assets |
|
138,735 |
|
|
129,221 |
|
|
126,628 |
Operating lease
right-of-use assets |
|
311,314 |
|
|
288,134 |
|
|
285,123 |
Deferred tax
assets, net |
|
62,775 |
|
|
45,008 |
|
|
48,743 |
Goodwill and
intangible assets |
|
1,635,560 |
|
|
1,699,314 |
|
|
1,692,169 |
Real estate assets
held for sale |
|
31,076 |
|
|
- |
|
|
78,159 |
|
Total
assets |
$ |
3,325,154 |
|
$ |
3,292,167 |
|
$ |
3,327,349 |
|
|
|
|
|
|
|
|
|
|
Liabilities and shareholders' equity |
|
|
|
|
|
|
|
|
Accounts payable
and accrued liabilities |
$ |
855,368 |
|
$ |
748,660 |
|
$ |
734,609 |
Other current
liabilities |
|
149,097 |
|
|
53,661 |
|
|
50,149 |
Long-term debt -
current |
|
3,565 |
|
|
9,024 |
|
|
11,635 |
Warehouse credit
facilities (2) |
|
152,905 |
|
|
218,018 |
|
|
181,216 |
Operating lease
liabilities - current |
|
80,282 |
|
|
78,923 |
|
|
74,613 |
Liabilities
related to real estate assets held for sale |
|
- |
|
|
- |
|
|
7,112 |
|
Current
liabilities |
|
1,241,217 |
|
|
1,108,286 |
|
|
1,059,334 |
Long-term debt -
non-current |
|
375,182 |
|
|
470,871 |
|
|
632,222 |
Operating lease
liabilities - non-current |
|
292,133 |
|
|
251,680 |
|
|
250,827 |
Other
liabilities |
|
117,097 |
|
|
158,366 |
|
|
122,505 |
Deferred tax
liabilities, net |
|
36,438 |
|
|
50,523 |
|
|
50,091 |
Convertible
notes |
|
224,895 |
|
|
223,957 |
|
|
223,658 |
Liabilities
related to real estate assets held for sale |
|
20,975 |
|
|
- |
|
|
25,129 |
Redeemable
non-controlling interests |
|
474,615 |
|
|
442,375 |
|
|
431,184 |
Shareholders'
equity |
|
542,602 |
|
|
586,109 |
|
|
532,399 |
|
Total liabilities and equity |
$ |
3,325,154 |
|
$ |
3,292,167 |
|
$ |
3,327,349 |
|
|
|
|
|
|
|
|
|
|
Supplemental balance sheet information |
|
|
|
|
|
|
|
|
Total debt
(3) |
$ |
378,747 |
|
$ |
479,895 |
|
$ |
643,857 |
Total debt, net of
cash and cash equivalents (3) |
|
244,624 |
|
|
323,281 |
|
|
514,667 |
Net debt / pro
forma adjusted EBITDA ratio (4) |
|
0.5 |
|
|
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.(4) Net debt for financial
leverage ratio excludes restricted cash, warehouse credit
facilities and convertible notes, in accordance with debt
agreements.
COLLIERS
INTERNATIONAL GROUP INC. |
|
|
|
|
|
|
|
|
|
|
|
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
|
|
|
|
|
|
(in thousands of
US$) |
|
|
|
Three months ended |
|
|
Nine months ended |
|
|
|
September 30 |
|
|
September 30 |
(unaudited) |
|
2021 |
|
|
|
2020 |
|
|
|
2021 |
|
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
provided by (used in) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
activities |
|
|
|
|
|
|
|
|
|
|
|
Net earnings
(loss) |
$ |
50,496 |
|
|
$ |
31,979 |
|
|
$ |
(337,298 |
) |
|
$ |
44,921 |
|
Items not
affecting cash: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
34,588 |
|
|
|
36,281 |
|
|
|
106,939 |
|
|
|
87,111 |
|
|
Settlement of long-term
incentive arrangement |
|
- |
|
|
|
- |
|
|
|
375,742 |
|
|
|
- |
|
|
Gains attributable to mortgage
servicing rights |
|
(5,812 |
) |
|
|
(6,888 |
) |
|
|
(20,728 |
) |
|
|
(7,397 |
) |
|
Gains attributable to the fair
value of loan |
|
|
|
|
|
|
|
|
|
|
|
|
premiums and origination fees |
|
(12,516 |
) |
|
|
(14,303 |
) |
|
|
(34,799 |
) |
|
|
(16,113 |
) |
|
Deferred income tax |
|
(10,953 |
) |
|
|
(2,977 |
) |
|
|
(33,457 |
) |
|
|
(16,974 |
) |
|
Other |
|
25,777 |
|
|
|
12,680 |
|
|
|
87,062 |
|
|
|
37,283 |
|
|
|
|
81,580 |
|
|
|
56,772 |
|
|
|
143,461 |
|
|
|
128,831 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)
decrease in accounts receivable, prepaid |
|
|
|
|
|
|
|
|
|
|
|
|
expenses and other assets |
|
(60,389 |
) |
|
|
4,867 |
|
|
|
(139,622 |
) |
|
|
80,722 |
|
Increase in
accounts payable, accrued |
|
|
|
|
|
|
|
|
|
|
|
|
expenses and other
liabilities |
|
73,779 |
|
|
|
93,998 |
|
|
|
75,558 |
|
|
|
59,744 |
|
(Decrease)
increase in accrued compensation |
|
75,911 |
|
|
|
34,890 |
|
|
|
74,234 |
|
|
|
(146,371 |
) |
Contingent
acquisition consideration paid |
|
- |
|
|
|
- |
|
|
|
(10,472 |
) |
|
|
(15,684 |
) |
Proceeds from sale
of mortgage loans |
|
374,458 |
|
|
|
391,155 |
|
|
|
1,969,488 |
|
|
|
481,134 |
|
Origination of
mortgage loans |
|
(461,783 |
) |
|
|
(539,103 |
) |
|
|
(1,858,983 |
) |
|
|
(626,202 |
) |
Increase in
warehouse credit facilities |
|
97,339 |
|
|
|
156,629 |
|
|
|
(65,113 |
) |
|
|
156,366 |
|
Repurchases from
AR Facility, net of sales |
|
11,629 |
|
|
|
(2,005 |
) |
|
|
22,521 |
|
|
|
(14,290 |
) |
Net cash provided
by operating activities |
|
192,524 |
|
|
|
197,203 |
|
|
|
211,072 |
|
|
|
104,250 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investing
activities |
|
|
|
|
|
|
|
|
|
|
|
Acquisition of
businesses, net of cash acquired |
|
(590 |
) |
|
|
(66,975 |
) |
|
|
(4,797 |
) |
|
|
(203,916 |
) |
Purchases of fixed
assets |
|
(11,847 |
) |
|
|
(10,501 |
) |
|
|
(44,450 |
) |
|
|
(29,530 |
) |
Purchase of held
for sale real estate assets |
|
(10,101 |
) |
|
|
(45,918 |
) |
|
|
(10,101 |
) |
|
|
(45,918 |
) |
Proceeds from sale
of held for sale real estate assets |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
94,222 |
|
Cash collections
on AR facility deferred purchase price |
|
11,563 |
|
|
|
11,673 |
|
|
|
34,295 |
|
|
|
38,132 |
|
Other investing
activities |
|
(14,147 |
) |
|
|
(1,944 |
) |
|
|
(34,936 |
) |
|
|
(1,140 |
) |
Net cash used in
investing activities |
|
(25,122 |
) |
|
|
(113,665 |
) |
|
|
(59,989 |
) |
|
|
(148,150 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing
activities |
|
|
|
|
|
|
|
|
|
|
|
Increase in
long-term debt, net |
|
(154,930 |
) |
|
|
(7,017 |
) |
|
|
(84,997 |
) |
|
|
18,127 |
|
Issuance of
convertible notes |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
230,000 |
|
Purchases of
non-controlling interests, net of sales |
|
1,658 |
|
|
|
5,417 |
|
|
|
(20,182 |
) |
|
|
(18,978 |
) |
Dividends paid to
common shareholders |
|
(2,200 |
) |
|
|
(1,999 |
) |
|
|
(4,209 |
) |
|
|
(3,991 |
) |
Distributions paid
to non-controlling interests |
|
(8,270 |
) |
|
|
(7,076 |
) |
|
|
(43,498 |
) |
|
|
(29,062 |
) |
Other financing
activities |
|
2,240 |
|
|
|
2,651 |
|
|
|
8,704 |
|
|
|
(10,987 |
) |
Net cash (used in)
provided by financing activities |
|
(161,502 |
) |
|
|
(8,024 |
) |
|
|
(144,182 |
) |
|
|
185,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange
rate changes on cash |
|
(3,996 |
) |
|
|
5,981 |
|
|
|
(4,963 |
) |
|
|
(8,469 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash
and cash |
|
|
|
|
|
|
|
|
|
|
|
|
equivalents and restricted
cash |
|
1,904 |
|
|
|
81,495 |
|
|
|
1,938 |
|
|
|
132,740 |
|
Cash and cash
equivalents and |
|
|
|
|
|
|
|
|
|
|
|
|
restricted cash, beginning of
period |
|
177,567 |
|
|
|
166,238 |
|
|
|
177,533 |
|
|
|
114,993 |
|
Cash and cash
equivalents and |
|
|
|
|
|
|
|
|
|
|
|
|
restricted cash, end of period |
$ |
179,471 |
|
|
$ |
247,733 |
|
|
$ |
179,471 |
|
|
$ |
247,733 |
|
COLLIERS
INTERNATIONAL GROUP INC. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SEGMENTED
RESULTS |
(in thousands of
US dollars) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asia |
|
Investment |
|
|
|
|
(unaudited) |
Americas |
|
EMEA |
|
Pacific |
|
Management |
|
Corporate |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
months ended September 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ |
617,098 |
|
$ |
154,937 |
|
|
$ |
172,303 |
|
$ |
78,263 |
|
$ |
155 |
|
|
$ |
1,022,756 |
|
|
Adjusted
EBITDA |
|
65,808 |
|
|
14,994 |
|
|
|
20,652 |
|
|
27,770 |
|
|
(5,583 |
) |
|
|
123,641 |
|
|
Operating earnings
(loss) |
|
48,879 |
|
|
11,399 |
|
|
|
18,342 |
|
|
19,812 |
|
|
(22,466 |
) |
|
|
75,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ |
422,637 |
|
$ |
117,350 |
|
|
$ |
110,477 |
|
$ |
41,704 |
|
$ |
139 |
|
|
$ |
692,307 |
|
|
Adjusted EBITDA |
|
54,627 |
|
|
7,653 |
|
|
|
12,755 |
|
|
15,279 |
|
|
1,806 |
|
|
|
92,120 |
|
|
Operating earnings (loss) |
|
40,412 |
|
|
(1,353 |
) |
|
|
8,548 |
|
|
7,921 |
|
|
(3,454 |
) |
|
|
52,074 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asia |
|
Investment |
|
|
|
|
|
Americas |
|
EMEA |
|
Pacific |
|
Management |
|
Corporate |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine
months ended September 30 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ |
1,675,644 |
|
$ |
439,621 |
|
|
$ |
454,572 |
|
$ |
173,367 |
|
$ |
460 |
|
|
$ |
2,743,664 |
|
|
Adjusted
EBITDA |
|
201,657 |
|
|
40,138 |
|
|
|
56,847 |
|
|
66,845 |
|
|
(13,159 |
) |
|
|
352,328 |
|
|
Operating earnings
(loss) |
|
154,970 |
|
|
24,703 |
|
|
|
46,742 |
|
|
43,900 |
|
|
(540,170 |
) |
|
|
(269,855 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ |
1,101,512 |
|
$ |
334,046 |
|
|
$ |
308,016 |
|
$ |
128,918 |
|
$ |
649 |
|
|
$ |
1,873,141 |
|
|
Adjusted EBITDA |
|
110,160 |
|
|
10,335 |
|
|
|
30,258 |
|
|
51,063 |
|
|
4,720 |
|
|
|
206,536 |
|
|
Operating earnings (loss) |
|
66,537 |
|
|
(18,071 |
) |
|
|
14,867 |
|
|
30,347 |
|
|
(8,545 |
) |
|
|
85,135 |
|
COMPANY CONTACTS:Jay S. HennickGlobal Chairman & Chief
Executive Officer
Christian MayerGlobal Chief Financial Officer(416) 960-9500
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