Colliers International Group Inc. (NASDAQ and TSX: CIGI)
(“Colliers” or the “Company”) today announced operating and
financial results for the fourth quarter and year ended December
31, 2023. All amounts are in US dollars.
For the seasonally strong fourth quarter ended
December 31, 2023, revenues were $1.24 billion, up 1% (flat in
local currency) and adjusted EBITDA (note 1) was $198.4 million,
down 2% (down 3% in local currency) versus the prior year quarter.
Adjusted EPS (note 2) was $2.00, relative to $2.31 in the prior
year quarter. Fourth quarter adjusted EPS would have been
approximately $0.02 lower excluding foreign exchange impacts. GAAP
operating earnings were $132.6 million as compared to $103.8
million in the prior year quarter. GAAP diluted net earnings per
share were $1.42 versus $0.51 in the prior year quarter on a
reduction in acquisition-related costs and lower non-controlling
interest. The fourth quarter GAAP diluted net earnings per share
would have been approximately $0.02 lower excluding changes in
foreign exchange rates.
For the full year ended December 31, 2023,
revenues were $4.34 billion, down 3% (3% in local currency) and
adjusted EBITDA (note 1) was $595.0 million, down 6% (6% in local
currency) versus the prior year. Adjusted EPS (note 2) was $5.35,
relative to $6.99 in the prior year. Adjusted EPS for the year
would have been approximately $0.02 lower excluding foreign
exchange impacts. GAAP operating earnings were $300.9 million as
compared to $332.5 million in the prior year. GAAP diluted net
earnings per share were $1.41 compared to earnings per share of
$1.05 in the prior year, with the prior year impacted by a loss on
disposal of certain operations including Russia. The 2023 GAAP
diluted net earnings per share would have been approximately $0.02
lower excluding changes in foreign exchange rates.
“In the fourth quarter, Colliers experienced
robust revenue growth in its high-value recurring service lines.
Outsourcing & Advisory and Investment Management delivered
increases of 10% and 6%, respectively. Over the course of the year,
these services achieved even greater growth, with respective
increases of 11% and 28%,” said Jay S. Hennick, Chairman & CEO
of Colliers.
“Colliers has strategically transformed into a
highly diversified professional services company by expanding its
operations to include additional recurring revenue streams such as
Investment Management and Engineering and Design. Today, more than
70% of our earnings come from recurring services, which provide our
business greater stability and predictability, setting us apart
from our competitors.”
“Throughout the year, we observed industry-wide
declines in transaction volumes, which had an impact on our Capital
Markets and, to a lesser extent, Leasing revenues. However, we
anticipate a return to higher transaction velocity in the latter
half of 2024 as interest rates and credit conditions
stabilize.”
“With our nearly 30-year track record of
creating substantial shareholder value, coupled with the
expectation of increased transactional revenue later this year and
a robust pipeline of new opportunities, we are more excited about
the future than ever,” he concluded.
About ColliersColliers (NASDAQ,
TSX: CIGI) is a leading diversified professional services and
investment management company. With operations in 66 countries, our
19,000 enterprising professionals work collaboratively to provide
expert real estate and investment advice to clients. For more than
29 years, our experienced leadership with significant inside
ownership has delivered compound annual investment returns of
approximately 20% for shareholders. With annual revenues of $4.3
billion and $98 billion of assets under management, Colliers
maximizes the potential of property and real assets to accelerate
the success of our clients, our investors and our people. Learn
more at corporate.colliers.com, X @Colliers or LinkedIn.
Consolidated Revenues by Line of
Service
| |
|
Three months endedDecember 31 |
Changein US$% |
Changein LC% |
|
Twelve months endedDecember 31 |
Changein US$% |
Changein LC% |
| (in thousands of
US$) |
|
|
|
(LC = local currency) |
|
2023 |
|
2022 |
|
2023 |
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Outsourcing &
Advisory |
|
$ |
580,375 |
|
$ |
519,084 |
12% |
10% |
|
$ |
2,082,124 |
|
$ |
1,872,328 |
11% |
11% |
| Investment
Management (1) |
|
|
129,134 |
|
|
121,307 |
6% |
6% |
|
|
487,457 |
|
|
378,881 |
29% |
28% |
| Leasing |
|
|
318,236 |
|
|
335,724 |
-5% |
-6% |
|
|
1,063,088 |
|
|
1,124,106 |
-5% |
-5% |
| Capital
Markets |
|
|
207,423 |
|
|
246,290 |
-16% |
-16% |
|
|
702,472 |
|
|
1,084,172 |
-35% |
-35% |
| Total
revenues |
|
$ |
1,235,168 |
|
$ |
1,222,405 |
1% |
0% |
|
$ |
4,335,141 |
|
$ |
4,459,487 |
-3% |
-3% |
|
(1) Investment Management local currency revenues, excluding
pass-through carried interest, were up 4% and 38% for the three and
twelve months ended December 31, 2023, respectively. |
|
|
For the fourth quarter, consolidated revenues
were flat on a local currency basis. The market-driven transaction
slowdown in Capital Markets and, to a lesser extent, Leasing was
offset by solid growth in Outsourcing & Advisory and Investment
Management. Consolidated internal revenues measured in local
currencies declined 2% (note 3) versus the prior year quarter.
For the year ended December 31, 2023,
consolidated revenues decreased 3% on a local currency basis on
lower Capital Markets and, to a lesser extent, Leasing activity
partly offset by strong growth in Investment Management and
Outsourcing & Advisory. Consolidated internal revenues measured
in local currencies were down 8% (note 3).
Segmented Fourth Quarter
ResultsRevenues in the Americas region totalled $677.9
million, flat (down 1% in local currency) versus $678.9 million in
the prior year quarter. The decline was driven by lower Capital
Markets and Leasing activity partly offset by higher Outsourcing
& Advisory revenues as well as the favourable impact of recent
acquisitions. Adjusted EBITDA was $78.8 million, down 5% (5% in
local currency) relative to the prior year quarter due to declines
in higher margin transactional revenues. GAAP operating earnings
were $53.3 million, relative to $52.0 million in the prior year
quarter.
EMEA region revenues totalled $235.7 million, up
3% (down 2% in local currency) compared to $228.3 million in the
prior year quarter, attributable to lower Capital Markets activity,
particularly in Germany and the Nordics, partly offset by growth in
Outsourcing & Advisory. Adjusted EBITDA was $35.7 million, flat
(down 5% in local currency) compared to $35.9 million in the prior
year quarter. GAAP operating earnings were $28.9 million compared
to $30.4 million in the prior year quarter.
Revenues in the Asia Pacific region totalled
$192.4 million compared to $193.6 million in the prior year
quarter, down 1% (flat in local currency), due to lower Capital
Markets activity offset by recent acquisitions. Adjusted EBITDA was
$32.3 million, down 6% (5% in local currency) primarily on changes
in service mix. GAAP operating earnings were $26.0 million, versus
$29.0 million in the prior year quarter.
Investment Management revenues were $129.1
million relative to $121.3 million in the prior year quarter, up 6%
(6% in local currency). Passthrough revenues (from historical
carried interest) were $6.2 million versus $3.6 million in the
prior year quarter. Excluding the impact of carried interest,
revenue was up 5% (4% in local currency) driven by management fee
growth from increased assets under management (“AUM”). Adjusted
EBITDA was $53.8 million, up 1% (1% in local currency) compared to
the prior year quarter. GAAP operating earnings were $41.5 million
in the quarter, versus a GAAP operating loss of $18.8 million in
the prior year quarter which was impacted by contingent acquisition
consideration expense related to recent acquisitions. AUM was $98.2
billion as of December 31, 2023 compared to $97.7 billion as of
December 31, 2022.
Unallocated global corporate costs as reported
in Adjusted EBITDA were $2.4 million in the fourth quarter,
relative to $3.5 million in the prior year quarter. The corporate
GAAP operating loss for the quarter was $17.1 million, versus
earnings of $11.2 million in the fourth quarter of 2022.
Segmented Full Year
ResultsRevenues in the Americas region totalled $2.51
billion for the year compared to $2.76 billion in the prior year,
down 9% (9% in local currency). The revenue decline was largely
driven by market conditions in Capital Markets and, to a lesser
extent, Leasing. The decline was partly offset by internal growth
in Outsourcing & Advisory revenues and the favourable impact of
recent acquisitions. Adjusted EBITDA was $270.9 million, down 18%
(18% in local currency) from $332.3 million in the prior year,
impacted by (i) changes in service mix; and (ii) an $11.4 million
gain on the termination of a lease which favourably impacted the
prior year. GAAP operating earnings were $174.6 million, versus
$254.4 million in 2022.
EMEA region revenues were $726.9 million for the
full year compared to $715.1 million in the prior year, up 2% (down
1% in local currency). Local currency revenue mix shifted
significantly, with Capital Markets and Leasing lower due to
difficult macroeconomic conditions, almost fully offset by growth
in Outsourcing & Advisory (including recent acquisitions).
Adjusted EBITDA was $38.4 million, down 44% (50% in local currency)
versus $68.5 million in the prior year on significantly lower
higher-margin Capital Markets revenues. GAAP operating earnings
were $5.5 million as compared to $9.9 million in 2022.
The Asia Pacific region generated revenues of
$610.3 million for the year, which were flat (up 4% in local
currency) compared to $608.5 million in the prior year. Both
Leasing and Outsourcing & Advisory revenues (including recent
acquisitions) were up, partly offset by a continued decline in
Capital Markets activity consistent with the market conditions in
the region. Adjusted EBITDA was $79.2 million, down 7% (4% in local
currency) versus $85.1 million in the prior year. GAAP operating
earnings were $62.7 million, versus $72.3 million in the prior
year.
Investment Management revenues were $487.5
million compared to $378.9 million in the prior year, up 29% (28%
in local currency). Pass-through revenue from historical carried
interest was $6.8 million in the current year, versus $30.3 million
in the prior year. Excluding the impact of pass-through revenue,
revenues were up 38% (38% in local currency) and were positively
impacted by (i) acquisitions and (ii) fundraising across all
investment strategies which led to increased management fees.
Adjusted EBITDA was $213.9 million, up 47% (46% in local currency),
relative to $146.0 million in the prior year. GAAP operating
earnings were $103.1 million, versus $37.1 million in 2022.
Unallocated global corporate costs as reported
in Adjusted EBITDA were $7.4 million in 2023, relative to $1.4
million in the prior year, with the difference primarily
attributable to foreign exchange gains in the prior year. The
corporate GAAP operating loss was $45.0 million, relative to $41.1
million in 2022.
Outlook for 2024For 2024, the
Company expects Capital Markets and Leasing conditions to remain
challenging in the first half of the year followed by
year-over-year growth in the second half, with market sentiment
improving and interest rates and credit conditions stabilizing.
Outsourcing & Advisory revenue growth is expected to remain
resilient. Investment Management revenues are expected to grow in
line with fundraising, which is expected to improve relative to
2023.
The outlook for 2024 is as follows:
|
Measure |
Actual 2023 |
Outlook for 2024 |
|
Revenue growth |
-3% |
+5% to +10% |
|
Adjusted EBITDA growth |
-6% |
+5% to +15% |
|
Adjusted EPS growth |
-23% |
+10% to +20% |
The 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,
geopolitical, health, social and related factors. Continued
interest rate volatility and/or lack of credit availability for
commercial real estate transactions could materially impact the
outlook.
Conference CallColliers will be
holding a conference call on Thursday, February 8, 2024 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 and real asset 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
capitalization rates across different asset 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 clients and renew
related contracts; the ability to attract new capital commitments
to our Investment Management funds and retain existing capital
under management; the ability to retain and incentivize employees;
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, war 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 investment management 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.sedarplus.ca.
This press release does not constitute an offer
to sell or a solicitation of an offer to purchase an interest in
any fund.
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) loss on disposal of operations; (v)
depreciation and amortization, including amortization of mortgage
servicing rights (“MSRs”); (vi) gains attributable to MSRs; (vii)
acquisition-related items (including contingent acquisition
consideration fair value adjustments, contingent acquisition
consideration-related compensation expense and transaction costs);
(viii) restructuring costs and (ix) stock-based compensation
expense. We use Adjusted EBITDA to evaluate our own operating
performance and our ability to service debt, as well as an integral
part of our planning and reporting systems. Additionally, we use
this measure in conjunction with discounted cash flow models to
determine the Company’s overall enterprise valuation and to
evaluate acquisition targets. We present Adjusted EBITDA as a
supplemental measure because we believe such measure is useful to
investors as a reasonable indicator of operating performance
because of the low capital intensity of the Company’s service
operations. We believe this measure is a financial metric used by
many investors to compare companies, especially in the services
industry. This measure is not a recognized measure of financial
performance under GAAP in the United States, and should not be
considered as a substitute for operating earnings, net earnings or
cash flow from operating activities, as determined in accordance
with GAAP. Our method of calculating adjusted EBITDA may differ
from other issuers and accordingly, this measure may not be
comparable to measures used by other issuers. A reconciliation of
net earnings to adjusted EBITDA appears below.
| |
|
Three months ended |
|
Twelve months ended |
| |
December 31 |
|
December 31 |
|
(in thousands of US$) |
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net
earnings |
$ |
81,221 |
|
|
$ |
61,972 |
|
|
$ |
144,691 |
|
|
$ |
194,544 |
|
| Income tax |
|
29,974 |
|
|
|
24,976 |
|
|
|
68,086 |
|
|
|
95,010 |
|
| Other income,
including equity earnings from |
|
|
|
|
|
|
|
|
|
|
|
|
|
non-consolidated investments |
|
(912 |
) |
|
|
(2,329 |
) |
|
|
(5,919 |
) |
|
|
(5,645 |
) |
| Interest expense,
net |
|
22,347 |
|
|
|
19,163 |
|
|
|
94,077 |
|
|
|
48,587 |
|
| Operating
earnings |
|
132,630 |
|
|
|
103,782 |
|
|
|
300,935 |
|
|
|
332,496 |
|
| Loss on disposal
of operations |
|
- |
|
|
|
(524 |
) |
|
|
2,282 |
|
|
|
26,834 |
|
| Depreciation and
amortization |
|
51,087 |
|
|
|
51,542 |
|
|
|
202,536 |
|
|
|
177,421 |
|
| (Gains) losses
attributable to MSRs |
|
(5,436 |
) |
|
|
6,829 |
|
|
|
(17,722 |
) |
|
|
(17,385 |
) |
| Equity earnings
from non-consolidated investments |
|
707 |
|
|
|
1,856 |
|
|
|
5,078 |
|
|
|
6,677 |
|
|
Acquisition-related items |
|
(6,406 |
) |
|
|
26,406 |
|
|
|
47,096 |
|
|
|
77,144 |
|
| Restructuring
costs |
|
15,435 |
|
|
|
5,023 |
|
|
|
27,701 |
|
|
|
5,485 |
|
| Stock-based
compensation expense |
|
10,361 |
|
|
|
7,772 |
|
|
|
27,087 |
|
|
|
21,853 |
|
|
Adjusted EBITDA |
$ |
198,378 |
|
|
$ |
202,686 |
|
|
$ |
594,993 |
|
|
$ |
630,525 |
|
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) loss on disposal of operations;
(iii) amortization expense related to intangible assets recognized
in connection with acquisitions and MSRs; (iv) gains attributable
to MSRs; (v) acquisition-related items; (vi) restructuring costs
and (vii) stock-based compensation expense. We believe this measure
is useful to investors because it provides a supplemental way to
understand the underlying operating performance of the Company and
enhances the comparability of operating results from period to
period. Adjusted EPS is not a recognized measure of financial
performance under GAAP, and should not be considered as a
substitute for diluted net earnings per share from continuing
operations, as determined in accordance with GAAP. Our method of
calculating this non-GAAP measure may differ from other issuers
and, accordingly, this measure may not be comparable to measures
used by other issuers. A reconciliation of net earnings to adjusted
net earnings and of diluted net earnings per share to adjusted EPS
appears below.
Similar to GAAP diluted EPS, Adjusted EPS is
calculated using the “if-converted” method of calculating earnings
per share in relation to the Convertible Notes, which were issued
on May 19, 2020 and fully converted or redeemed by June 1, 2023. As
such, the interest (net of tax) on the Convertible Notes is added
to the numerator and the additional shares issuable on conversion
of the Convertible Notes are added to the denominator of the
earnings per share calculation to determine if an assumed
conversion is more dilutive than no assumption of conversion. The
“if-converted” method is used if the impact of the assumed
conversion is dilutive. The “if-converted” method is dilutive for
the adjusted EPS calculation for all periods where the Convertible
Notes were outstanding.
| |
Three months ended |
|
Twelve months ended |
| |
December 31 |
|
December 31 |
|
(in thousands of US$) |
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings |
$ |
81,221 |
|
|
$ |
61,972 |
|
|
$ |
144,691 |
|
|
$ |
194,544 |
|
| Non-controlling
interest share of earnings |
|
(17,593 |
) |
|
|
(16,222 |
) |
|
|
(56,560 |
) |
|
|
(53,919 |
) |
| Interest on
Convertible Notes |
|
- |
|
|
|
2,300 |
|
|
|
2,861 |
|
|
|
9,200 |
|
| Loss on disposal
of operations |
|
- |
|
|
|
(524 |
) |
|
|
2,282 |
|
|
|
26,834 |
|
| Amortization of
intangible assets |
|
36,269 |
|
|
|
39,111 |
|
|
|
147,928 |
|
|
|
128,741 |
|
| (Gains) losses
attributable to MSRs |
|
(5,436 |
) |
|
|
6,829 |
|
|
|
(17,722 |
) |
|
|
(17,385 |
) |
|
Acquisition-related items |
|
(6,406 |
) |
|
|
26,406 |
|
|
|
47,096 |
|
|
|
77,144 |
|
| Restructuring
costs |
|
15,435 |
|
|
|
5,023 |
|
|
|
27,701 |
|
|
|
5,485 |
|
| Stock-based
compensation expense |
|
10,361 |
|
|
|
7,772 |
|
|
|
27,087 |
|
|
|
21,853 |
|
| Income tax on
adjustments |
|
(13,313 |
) |
|
|
(19,835 |
) |
|
|
(48,359 |
) |
|
|
(42,486 |
) |
| Non-controlling
interest on adjustments |
|
(5,534 |
) |
|
|
(3,804 |
) |
|
|
(22,667 |
) |
|
|
(15,262 |
) |
|
Adjusted net earnings |
$ |
95,004 |
|
|
$ |
109,028 |
|
|
$ |
254,338 |
|
|
$ |
334,749 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Three months ended |
|
Twelve months ended |
| |
December 31 |
|
December 31 |
|
(in US$) |
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Diluted net
earnings per common share(1) |
$ |
1.42 |
|
|
$ |
0.48 |
|
|
$ |
1.38 |
|
|
$ |
0.97 |
|
| Interest on
Convertible Notes, net of tax |
|
- |
|
|
|
0.04 |
|
|
|
0.04 |
|
|
|
0.14 |
|
| Non-controlling
interest redemption increment |
|
(0.08 |
) |
|
|
0.49 |
|
|
|
0.47 |
|
|
|
1.97 |
|
| Loss on disposal
of operations |
|
- |
|
|
|
- |
|
|
|
0.05 |
|
|
|
0.56 |
|
| Amortization
expense, net of tax |
|
0.47 |
|
|
|
0.50 |
|
|
|
1.92 |
|
|
|
1.63 |
|
| (Gains) losses
attributable to MSRs, net of tax |
|
(0.07 |
) |
|
|
0.08 |
|
|
|
(0.21 |
) |
|
|
(0.20 |
) |
|
Acquisition-related items |
|
(0.14 |
) |
|
|
0.51 |
|
|
|
0.83 |
|
|
|
1.45 |
|
| Restructuring
costs, net of tax |
|
0.24 |
|
|
|
0.08 |
|
|
|
0.43 |
|
|
|
0.08 |
|
| Stock-based
compensation expense, net of tax |
|
0.16 |
|
|
|
0.13 |
|
|
|
0.44 |
|
|
|
0.39 |
|
| Adjusted
EPS |
$ |
2.00 |
|
|
$ |
2.31 |
|
|
$ |
5.35 |
|
|
$ |
6.99 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
| Diluted
weighted average shares for Adjusted EPS (thousands) |
|
47,582 |
|
|
|
47,215 |
|
|
|
47,504 |
|
|
|
47,897 |
|
| (1) Amounts shown
reflect the "if-converted" method's dilutive impact on the adjusted
EPS calculation. |
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, less purchases of fixed assets, plus cash collections on AR
Facility deferred purchase price less distributions to
non-controlling interests. We use free cash flow as a measure to
evaluate and monitor operating performance as well as our ability
to service debt, fund acquisitions and pay of dividends to
shareholders. We present free cash flow as a supplemental measure
because we believe this measure is a financial metric used by many
investors to compare valuation and liquidity measures across
companies, especially in the services industry. This measure is not
a recognized measure of financial performance under GAAP in the
United States, and should not be considered as a substitute for
operating earnings, net earnings or cash flow from operating
activities, as determined in accordance with GAAP. Our method of
calculating free cash flow may differ from other issuers and
accordingly, this measure may not be comparable to measures used by
other issuers. A reconciliation of net cash flow from operating
activities to free cash flow appears below.
| |
Three months ended |
|
Twelve months ended |
| |
December 31 |
|
December 31 |
|
(in thousands of US$) |
2023 |
|
|
2022 |
|
|
2023 |
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
$ |
157,103 |
|
|
$ |
238,501 |
|
|
$ |
165,661 |
|
|
$ |
67,031 |
|
| Contingent
acquisition consideration paid |
|
469 |
|
|
|
285 |
|
|
|
39,115 |
|
|
|
69,224 |
|
| Purchase of fixed
assets |
|
(24,113 |
) |
|
|
(25,874 |
) |
|
|
(84,524 |
) |
|
|
(67,681 |
) |
| Cash collections
on AR Facility deferred purchase price |
|
33,106 |
|
|
|
(57,052 |
) |
|
|
124,313 |
|
|
|
288,004 |
|
| Distributions paid
to non-controlling interests |
|
(9,578 |
) |
|
|
(8,193 |
) |
|
|
(77,400 |
) |
|
|
(62,926 |
) |
|
Free cash flow |
$ |
156,987 |
|
|
$ |
147,667 |
|
|
$ |
167,165 |
|
|
$ |
293,652 |
|
4. Local currency
revenue and adjusted EBITDA growth rate and internal revenue growth
rate measures
Percentage revenue and adjusted EBITDA variances
presented on a local currency basis are calculated by translating
the current period results of our non-US dollar denominated
operations to US dollars using the foreign currency exchange rates
from the periods against which the current period results are being
compared. Percentage revenue variances presented on an internal
growth basis are calculated assuming no impact from acquired
entities in the current and prior periods. Revenue from acquired
entities, including any foreign exchange impacts, are treated as
acquisition growth until the respective anniversaries of the
acquisitions. We believe that these revenue growth rate
methodologies provide a framework for assessing the Company’s
performance and operations excluding the effects of foreign
currency exchange rate fluctuations and acquisitions. Since these
revenue growth rate measures are not calculated under GAAP, they
may not be comparable to similar measures used by other
issuers.
5. 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 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.
6. Adjusted EBITDA from recurring revenue
percentage
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. Adjusted EBITDA for this purpose is
calculated in the same manner as for our debt agreement covenant
calculation purposes, incorporating the expected full year impact
of business acquisitions and dispositions.
| |
| Colliers
International Group Inc. |
| Condensed
Consolidated Statements of Earnings |
| (in thousands of
US$, except per share amounts) |
| |
|
|
|
|
Three months ended |
|
|
Twelve months ended |
| |
|
|
|
|
December 31 |
|
|
December 31 |
|
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
Revenues |
|
$ |
1,235,168 |
|
|
$ |
1,222,405 |
|
|
$ |
4,335,141 |
|
|
$ |
4,459,487 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cost of
revenues |
|
|
731,254 |
|
|
|
732,045 |
|
|
|
2,596,823 |
|
|
|
2,749,485 |
|
| Selling, general
and administrative expenses |
|
|
326,603 |
|
|
|
309,154 |
|
|
|
1,185,469 |
|
|
|
1,096,107 |
|
| Depreciation |
|
|
14,818 |
|
|
|
12,431 |
|
|
|
54,608 |
|
|
|
48,680 |
|
| Amortization of
intangible assets |
|
|
36,269 |
|
|
|
39,111 |
|
|
|
147,928 |
|
|
|
128,741 |
|
|
Acquisition-related items (1) |
|
|
(6,406 |
) |
|
|
26,406 |
|
|
|
47,096 |
|
|
|
77,144 |
|
| Loss on disposal
of operations |
|
|
- |
|
|
|
(524 |
) |
|
|
2,282 |
|
|
|
26,834 |
|
| Operating
earnings |
|
|
132,630 |
|
|
|
103,782 |
|
|
|
300,935 |
|
|
|
332,496 |
|
| Interest expense,
net |
|
|
22,347 |
|
|
|
19,163 |
|
|
|
94,077 |
|
|
|
48,587 |
|
| Equity earnings
from unconsolidated investments |
|
|
(707 |
) |
|
|
(1,856 |
) |
|
|
(5,078 |
) |
|
|
(6,677 |
) |
| Other income |
|
|
(205 |
) |
|
|
(473 |
) |
|
|
(841 |
) |
|
|
1,032 |
|
| Earnings before
income tax |
|
|
111,195 |
|
|
|
86,948 |
|
|
|
212,777 |
|
|
|
289,554 |
|
| Income tax |
|
|
29,974 |
|
|
|
24,976 |
|
|
|
68,086 |
|
|
|
95,010 |
|
| Net
earnings |
|
|
81,221 |
|
|
|
61,972 |
|
|
|
144,691 |
|
|
|
194,544 |
|
| Non-controlling
interest share of earnings |
|
|
17,593 |
|
|
|
16,222 |
|
|
|
56,560 |
|
|
|
53,919 |
|
| Non-controlling
interest redemption increment |
|
|
(3,805 |
) |
|
|
23,246 |
|
|
|
22,588 |
|
|
|
94,372 |
|
| Net
earnings attributable to Company |
|
$ |
67,433 |
|
|
$ |
22,504 |
|
|
$ |
65,543 |
|
|
$ |
46,253 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net
earnings per common share |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Basic |
|
$ |
1.42 |
|
|
$ |
0.52 |
|
|
$ |
1.43 |
|
|
$ |
1.07 |
|
| |
Diluted (2) |
|
$ |
1.42 |
|
|
$ |
0.51 |
|
|
$ |
1.41 |
|
|
$ |
1.05 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Adjusted
EPS (3) |
|
$ |
2.00 |
|
|
$ |
2.31 |
|
|
$ |
5.35 |
|
|
$ |
6.99 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average
common shares (thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
47,333 |
|
|
|
42,968 |
|
|
|
45,680 |
|
|
|
43,409 |
|
|
|
|
Diluted |
|
|
47,582 |
|
|
|
47,215 |
|
|
|
46,274 |
|
|
|
43,918 |
|
|
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 and fully converted or
redeemed by June 1, 2023. As such, the interest (net of tax) on the
Convertible Notes is added to the numerator and the additional
shares issuable on conversion of the Convertible Notes are added to
the denominator of the earnings per share calculation to determine
if an assumed conversion is more dilutive than no assumption of
conversion. The “if-converted” method is used if the impact of the
assumed conversion is dilutive. The “if-converted” method was
anti-dilutive for the year ended December 31, 2022. |
|
(3) |
|
See definition and reconciliation above. |
|
|
|
|
| Colliers
International Group Inc. |
|
|
|
|
|
| Condensed
Consolidated Balance Sheets |
|
|
|
|
|
| (in thousands of
US$) |
|
|
|
|
|
|
|
|
| |
|
December 31, |
|
December 31, |
|
|
2023 |
|
2022 |
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
| Cash and cash
equivalents |
$ |
181,134 |
|
$ |
173,661 |
| Restricted cash
(1) |
|
37,941 |
|
|
25,381 |
| Accounts
receivable and contract assets |
|
726,764 |
|
|
669,803 |
| Warehouse
receivables (2) |
|
177,104 |
|
|
29,623 |
| Prepaids and other
assets |
|
306,829 |
|
|
269,605 |
| Warehouse fund
assets |
|
44,492 |
|
|
45,353 |
| |
Current
assets |
|
1,474,264 |
|
|
1,213,426 |
| Other non-current
assets |
|
188,745 |
|
|
166,726 |
| Warehouse fund
assets |
|
47,536 |
|
|
- |
| Fixed assets |
|
202,837 |
|
|
164,493 |
| Operating lease
right-of-use assets |
|
390,565 |
|
|
341,623 |
| Deferred tax
assets, net |
|
59,468 |
|
|
63,460 |
| Goodwill and
intangible assets |
|
3,118,711 |
|
|
3,148,449 |
| |
Total
assets |
$ |
5,482,126 |
|
$ |
5,098,177 |
| |
|
|
|
|
|
|
|
Liabilities and shareholders' equity |
|
|
|
|
|
| Accounts payable
and accrued liabilities |
$ |
1,104,935 |
|
$ |
1,128,754 |
| Other current
liabilities |
|
75,764 |
|
|
100,840 |
| Long-term debt -
current |
|
1,796 |
|
|
1,360 |
| Warehouse credit
facilities (2) |
|
168,780 |
|
|
24,286 |
| Operating lease
liabilities - current |
|
89,938 |
|
|
84,989 |
| Liabilities
related to warehouse fund assets |
|
- |
|
|
1,353 |
| |
Current
liabilities |
|
1,441,213 |
|
|
1,341,582 |
| Long-term debt -
non-current |
|
1,500,843 |
|
|
1,437,739 |
| Operating lease
liabilities - non-current |
|
375,454 |
|
|
322,496 |
| Other
liabilities |
|
151,333 |
|
|
139,392 |
| Deferred tax
liabilities, net |
|
43,191 |
|
|
57,754 |
| Liabilities
related to warehouse fund assets |
|
47,536 |
|
|
- |
| Convertible
notes |
|
- |
|
|
226,534 |
| Redeemable
non-controlling interests |
|
1,072,066 |
|
|
1,079,306 |
| Shareholders'
equity |
|
850,490 |
|
|
493,374 |
|
|
Total liabilities and equity |
$ |
5,482,126 |
|
$ |
5,098,177 |
|
|
|
|
|
|
|
|
|
Supplemental balance sheet information |
|
|
|
|
|
| Total debt
(3) |
$ |
1,502,639 |
|
$ |
1,439,099 |
| Total debt, net of
cash and cash equivalents (3) |
|
1,321,505 |
|
|
1,265,438 |
| Net debt / pro
forma adjusted EBITDA ratio (4) |
|
2.2 |
|
|
1.8 |
|
Notes 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 |
|
|
Twelve months ended |
| |
|
|
|
December 31 |
|
|
December 31 |
|
|
|
|
2023 |
|
|
|
2022 |
|
|
|
2023 |
|
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Cash
provided by (used in) |
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Operating
activities |
|
|
|
|
|
|
|
|
|
|
|
|
| Net earnings |
|
$ |
81,221 |
|
|
$ |
61,972 |
|
|
$ |
144,691 |
|
|
$ |
194,544 |
|
| Items not
affecting cash: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
51,087 |
|
|
|
51,542 |
|
|
|
202,536 |
|
|
|
177,421 |
|
| |
Loss on disposal of
operations |
|
|
- |
|
|
|
(524 |
) |
|
|
2,282 |
|
|
|
26,834 |
|
| |
Gains attributable to mortgage
servicing rights |
|
|
(5,436 |
) |
|
|
6,829 |
|
|
|
(17,722 |
) |
|
|
(17,385 |
) |
| |
Gains attributable to the fair
value of loan |
|
|
|
|
|
|
|
|
|
|
|
|
| |
premiums and origination fees |
|
|
(5,422 |
) |
|
|
(1,764 |
) |
|
|
(16,335 |
) |
|
|
(16,582 |
) |
| |
Deferred income tax |
|
|
10,522 |
|
|
|
(9,799 |
) |
|
|
(9,924 |
) |
|
|
(25,997 |
) |
| |
Other |
|
|
17,374 |
|
|
|
32,909 |
|
|
|
112,450 |
|
|
|
115,951 |
|
| |
|
|
|
149,346 |
|
|
|
141,165 |
|
|
|
417,978 |
|
|
|
454,786 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Increase in
accounts receivable, prepaid |
|
|
|
|
|
|
|
|
|
|
|
|
| |
expenses and other assets |
|
|
(70,451 |
) |
|
|
(52,907 |
) |
|
|
(203,727 |
) |
|
|
(469,062 |
) |
| Increase in
accounts payable, accrued |
|
|
|
|
|
|
|
|
|
|
|
|
| |
expenses and other
liabilities |
|
|
15,118 |
|
|
|
47,655 |
|
|
|
9,036 |
|
|
|
39,166 |
|
| Increase
(decrease) in accrued compensation |
|
|
54,793 |
|
|
|
78,095 |
|
|
|
(70,395 |
) |
|
|
(85,547 |
) |
| Contingent
acquisition consideration paid |
|
|
(469 |
) |
|
|
(285 |
) |
|
|
(39,115 |
) |
|
|
(69,224 |
) |
| Mortgage
origination activities, net |
|
|
6,633 |
|
|
|
4,722 |
|
|
|
20,667 |
|
|
|
25,639 |
|
| Sales to AR
Facility, net |
|
|
2,133 |
|
|
|
20,056 |
|
|
|
31,217 |
|
|
|
171,273 |
|
| Net cash provided
by operating activities |
|
|
157,103 |
|
|
|
238,501 |
|
|
|
165,661 |
|
|
|
67,031 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Investing
activities |
|
|
|
|
|
|
|
|
|
|
|
|
| Acquisition of
businesses, net of cash acquired |
|
|
952 |
|
|
|
(413,208 |
) |
|
|
(60,343 |
) |
|
|
(1,007,297 |
) |
| Purchases of fixed
assets |
|
|
(24,113 |
) |
|
|
(25,874 |
) |
|
|
(84,524 |
) |
|
|
(67,681 |
) |
| Purchases of
warehouse fund assets |
|
|
(73,039 |
) |
|
|
(44,000 |
) |
|
|
(122,604 |
) |
|
|
(161,042 |
) |
| Proceeds from
disposal of warehouse fund assets |
|
|
24,258 |
|
|
|
89,073 |
|
|
|
74,627 |
|
|
|
137,578 |
|
| Cash collections
on AR Facility deferred purchase price |
|
|
33,106 |
|
|
|
(57,052 |
) |
|
|
124,313 |
|
|
|
288,004 |
|
| Other investing
activities |
|
|
(17,656 |
) |
|
|
(18,337 |
) |
|
|
(65,452 |
) |
|
|
(62,406 |
) |
| Net cash used in
investing activities |
|
|
(56,492 |
) |
|
|
(469,398 |
) |
|
|
(133,983 |
) |
|
|
(872,844 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Financing
activities |
|
|
|
|
|
|
|
|
|
|
|
|
| Increase
(decrease) in long-term debt, net |
|
|
(117,779 |
) |
|
|
254,000 |
|
|
|
92,046 |
|
|
|
929,041 |
|
| Purchases of
non-controlling interests, net |
|
|
(8,072 |
) |
|
|
(189 |
) |
|
|
(32,661 |
) |
|
|
(31,622 |
) |
| Dividends paid to
common shareholders |
|
|
- |
|
|
|
- |
|
|
|
(13,517 |
) |
|
|
(13,100 |
) |
| Distributions paid
to non-controlling interests |
|
|
(9,578 |
) |
|
|
(8,193 |
) |
|
|
(77,400 |
) |
|
|
(62,926 |
) |
| Repurchases of
Subordinate Voting Shares |
|
|
- |
|
|
|
(39,362 |
) |
|
|
- |
|
|
|
(165,728 |
) |
| Other financing
activities |
|
|
15,981 |
|
|
|
3,617 |
|
|
|
23,726 |
|
|
|
(42,748 |
) |
| Net cash provided
by (used in) financing activities |
|
|
(119,448 |
) |
|
|
209,873 |
|
|
|
(7,806 |
) |
|
|
612,917 |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Effect of exchange
rate changes on cash, cash equivalents and restricted cash |
|
|
(679 |
) |
|
|
4,626 |
|
|
|
(3,839 |
) |
|
|
(33,333 |
) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Net change in cash
and cash |
|
|
|
|
|
|
|
|
|
|
|
|
| |
equivalents and restricted
cash |
|
|
(19,516 |
) |
|
|
(16,398 |
) |
|
|
20,033 |
|
|
|
(226,229 |
) |
| Cash and cash
equivalents and |
|
|
|
|
|
|
|
|
|
|
|
|
| |
restricted cash, beginning of
period |
|
|
238,591 |
|
|
|
215,440 |
|
|
|
199,042 |
|
|
|
425,271 |
|
| Cash and cash
equivalents and |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
restricted cash, end of period |
|
$ |
219,075 |
|
|
$ |
199,042 |
|
|
$ |
219,075 |
|
|
$ |
199,042 |
|
| Colliers
International Group Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Segmented
Results |
| (in thousands of
US dollars) |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Asia |
|
Investment |
|
|
|
|
|
|
Americas |
|
EMEA |
|
Pacific |
|
Management |
|
Corporate |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Three
months ended December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues |
$ |
677,854 |
|
$ |
235,699 |
|
$ |
192,379 |
|
$ |
129,134 |
|
|
$ |
102 |
|
|
$ |
1,235,168 |
| |
Adjusted
EBITDA |
|
78,841 |
|
|
35,747 |
|
|
32,341 |
|
|
53,825 |
|
|
|
(2,376 |
) |
|
|
198,378 |
| |
Operating earnings
(loss) |
|
53,271 |
|
|
28,894 |
|
|
25,982 |
|
|
41,540 |
|
|
|
(17,057 |
) |
|
|
132,630 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Revenues |
$ |
678,878 |
|
$ |
228,346 |
|
$ |
193,631 |
|
$ |
121,286 |
|
|
$ |
264 |
|
|
$ |
1,222,405 |
| |
Adjusted EBITDA |
|
82,933 |
|
|
35,920 |
|
|
34,253 |
|
|
53,070 |
|
|
|
(3,490 |
) |
|
|
202,686 |
|
|
Operating earnings (loss) |
|
52,015 |
|
|
30,364 |
|
|
29,022 |
|
|
(18,831 |
) |
|
|
11,212 |
|
|
|
103,782 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Asia |
|
Investment |
|
|
|
|
|
|
Americas |
|
EMEA |
|
Pacific |
|
Management |
|
Corporate |
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Twelve
months ended December 31 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Revenues |
$ |
2,510,002 |
|
$ |
726,900 |
|
$ |
610,313 |
|
$ |
487,457 |
|
|
$ |
469 |
|
|
$ |
4,335,141 |
| |
Adjusted
EBITDA |
|
270,902 |
|
|
38,373 |
|
|
79,238 |
|
|
213,925 |
|
|
|
(7,445 |
) |
|
|
594,993 |
| |
Operating earnings
(loss) |
|
174,613 |
|
|
5,483 |
|
|
62,709 |
|
|
103,139 |
|
|
|
(45,009 |
) |
|
|
300,935 |
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Revenues |
$ |
2,756,345 |
|
$ |
715,140 |
|
$ |
608,460 |
|
$ |
378,881 |
|
|
$ |
661 |
|
|
$ |
4,459,487 |
| |
Adjusted EBITDA |
|
332,347 |
|
|
68,501 |
|
|
85,092 |
|
|
145,955 |
|
|
|
(1,370 |
) |
|
|
630,525 |
|
|
Operating earnings (loss) (1) |
|
254,375 |
|
|
9,891 |
|
|
72,256 |
|
|
37,055 |
|
|
|
(41,081 |
) |
|
|
332,496 |
Notes to Segmented Results
(1) Operating earnings (loss)
include loss on disposal of certain operations, primarily in
EMEA.
COMPANY CONTACTS:Jay S. HennickChairman &
Chief Executive Officer
Chris McLernonChief Executive Officer, Real
Estate Services
Christian MayerChief Financial Officer(416)
960-9500
Colliers (TSX:CIGI)
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From Dec 2023 to Dec 2024
