Core Viewpoint - Colliers International Group Inc. will release its second quarter results for the period ending June 30, 2025, on July 31, 2025, at approximately 7:00am ET, followed by a conference call at 11:00am ET to discuss these results [1]. Group 1 - The conference call will be hosted by Jay S. Hennick, Global Chairman & CEO, and Christian Mayer, CFO [1]. - The call can be accessed via local and toll-free telephone numbers, as well as through a webcast available on the company's corporate website [2]. - A replay of the webcast will be available for those unable to attend the live call [2]. Group 2 - Colliers is a global diversified professional services and investment management company, operating through three platforms: Real Estate Service, Engineering, and Investment Management [3]. - The company has delivered approximately 20% compound annual returns for shareholders over the past 30 years, supported by significant inside ownership and substantial recurring earnings [3]. - Colliers has nearly $5.0 billion in annual revenues, a workforce of 23,000 professionals, and manages over $100 billion in assets [3].

Core Insights - Colliers has launched a refreshed sustainability strategy named "Built to Last," which aligns with current environmental, social, and governance challenges and opportunities [1][3] - The 2024 Global Sustainability Report highlights significant achievements, including a 27.6% reduction in Scope 1 and 2 emissions per square foot from the 2021 baseline [6] - Tonya Lagrasta has been appointed as the Global Head of Sustainability to lead the implementation of the new strategy [2][3] Sustainability Achievements - Achieved a 27.6% reduction in Scope 1 and 2 emissions per square foot from the 2021 baseline [6] - Earned WELL Health-Safety Ratings in 87.4% of Colliers offices ≥ 2,500 sq. ft., an increase from 35% in 2022 [6] - Expanded the electric vehicle fleet to over 170, representing a fivefold increase in two years [6] - Reached 88% participation in the global employee engagement survey, with scores exceeding external benchmarks [6] - Achieved 68% of the Colliers Gives volunteering goal [6] Company Overview - Colliers is a global diversified professional services and investment management company with nearly $5.0 billion in annual revenues and over $100 billion in assets under management [4] - The company operates through three platforms: Real Estate Services, Engineering, and Investment Management, and has a team of 23,000 professionals [4] - Colliers has consistently delivered approximately 20% compound annual returns for shareholders over the past 30 years [4]

Core Insights - Colliers has announced the acquisition of Cambium Inc., enhancing its Canadian engineering platform, Englobe Corporation, and expanding its presence in Ontario's engineering market [1][3] Company Overview - Colliers is a global diversified professional services and investment management company with nearly $5.0 billion in annual revenues and over 23,000 professionals [4] - Cambium, founded in 2006, employs 235 professionals and provides various engineering services across Ontario, primarily in the Greater Toronto Area and Ottawa region [2] Strategic Importance - This acquisition marks Colliers' fourth follow-on investment in less than a year, emphasizing its strategic focus on strengthening Englobe's market position in Ontario [3] - Cambium's integration into Englobe is expected to enhance capabilities and geographic reach, allowing for improved client service [3] Leadership and Cultural Fit - Cambium's senior team will become shareholders in Englobe, aligning their interests with Colliers' long-term growth aspirations [1][3] - Both companies emphasize a shared cultural value of prioritizing people and relationships, which is seen as a key asset in their partnership [3]

Core Insights - Colliers International Group, Inc. (CIGI) has entered into a definitive agreement to acquire a controlling interest in Astris Infrastructure, LLC (Astris Finance), with the deal expected to close in Q3 2025 [1][7] - The financial terms of the acquisition have not been disclosed [1] - Astris Finance specializes in strategic and transaction advisory services, including mergers and acquisitions (M&A), project finance, and long-term capital raising initiatives for global developers and investors [3][7] Company Overview - Colliers operates under a unique partnership model, allowing senior leadership and designated team members of Astris Finance to retain substantial ownership in the business [2] - Colliers manages over $25 billion in energy transition and infrastructure assets, enhancing its investment management capabilities [4] - The acquisition aims to expand Colliers' investment banking capabilities, positioning the company to better serve institutional clients amid rising global demand for infrastructure [4][7] Market Context - Colliers is a diversified professional services and investment management company, with services including outsourcing, leasing, capital markets, engineering, and investment management [5] - The company has experienced a 0.5% increase in shares over the past three months, compared to a 3.9% increase in the industry [5]

Group 1 - Colliers has completed the acquisition of Triovest Inc., enhancing its position as Canada's largest commercial real estate services firm [1] - The company employs over 3,000 professionals and manages more than 95 million square feet of commercial real estate [1] - Colliers oversees over $15 billion in projects currently under development [1] Group 2 - Colliers operates through three main platforms: Real Estate Services, Engineering, and Investment Management [2] - The company has delivered approximately 20% compound annual returns for shareholders over the past 30 years [2] - With nearly $5.0 billion in annual revenues and a team of 23,000 professionals, Colliers manages over $100 billion in assets [2]

Company Overview - Colliers has entered into a definitive agreement to acquire a controlling interest in Astris Infrastructure, LLC, enhancing its capabilities in infrastructure and energy transition [1] - Astris Finance has a strong presence with 65 professionals across nine offices globally, providing strategic and transaction advisory services in various sectors [2] - The acquisition is expected to close in the third quarter of 2025, subject to customary closing conditions [1] Strategic Importance - The partnership will significantly expand Colliers' investment banking capabilities, allowing better service to institutional clients and capitalizing on the growing demand for infrastructure [3] - Astris Finance has ranked among the top three financial advisors in the IJ Global Renewables League Tables, indicating its strong market position [2] - The collaboration aims to broaden advisory capabilities and unlock new opportunities for clients worldwide [3] Financial Metrics - Astris Finance has advised on over 400 transactions totaling more than $60 billion in investment [2] - Colliers manages over $25 billion in energy transition and infrastructure assets [3] - Astris Finance is currently working on a pipeline of 50+ M&A and financing deals representing an aggregate investment of more than $15 billion [6]

Core Insights - Colliers has acquired Herold Engineering Limited, enhancing its Canadian engineering platform Englobe Corporation and expanding its geographic footprint in British Columbia [1][3] - The acquisition aligns with Colliers' strategy to become a leading player in the Canadian engineering consulting market, following a recent acquisition of Higher Ground [3] - Herold Engineering, founded in 1994, employs 75 professionals and specializes in consulting services for various projects across British Columbia, mainly on Vancouver Island [2] Company Overview - Colliers operates as a global diversified professional services and investment management company, with three main platforms: Real Estate Services, Engineering, and Investment Management [4] - The company has a proven business model and a unique partnership philosophy that has driven approximately 20% compound annual returns for shareholders over the past 30 years [4] - Colliers reported nearly $5.0 billion in annual revenues and manages over $100 billion in assets, employing a team of 23,000 professionals [4]

```markdown [Consolidated Statements of Earnings (Loss)](index=2&type=section&id=Consolidated%20Statements%20of%20Earnings%20(Loss)) [Summary of Earnings (Loss)](index=2&type=section&id=Consolidated%20Statements%20of%20Earnings%20(Loss)%20Summary) Q1 2025 net loss was $4.26 million, a decline from $12.66 million net earnings, despite 14% revenue growth Consolidated Statements of Earnings (Loss) - Key Metrics (Three Months Ended March 31) | Metric | 2025 (in thousands USD) | 2024 (in thousands USD) | | :--------------------------------------- | :---------------------- | :---------------------- | | Revenues | $1,141,170 | $1,001,980 | | Operating earnings | $31,604 | $43,327 | | Net earnings | $8,918 | $14,136 | | Net earnings (loss) attributable to Company | $(4,259) | $12,657 | | Basic Net earnings (loss) per common share | $(0.08) | $0.26 | | Diluted Net earnings (loss) per common share | $(0.08) | $0.26 | - Revenues increased by **14%** YoY, driven by strong performance in the Engineering segment. However, operating earnings decreased due to higher acquisition-related amortization and expenses[2](index=2&type=chunk)[88](index=88&type=chunk)[92](index=92&type=chunk) - The Company reported a net loss attributable to the Company of **$4.26 million** in Q1 2025, a notable shift from net earnings of **$12.66 million** in Q1 2024, leading to a diluted net loss per share of **$0.08**[2](index=2&type=chunk)[88](index=88&type=chunk) [Consolidated Statements of Comprehensive Earnings](index=3&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Earnings) [Summary of Comprehensive Earnings](index=3&type=section&id=Consolidated%20Statements%20of%20Comprehensive%20Earnings%20Summary) Q1 2025 comprehensive earnings attributable to the Company rose to $6.73 million, driven by FX gains Consolidated Statements of Comprehensive Earnings - Key Metrics (Three Months Ended March 31) | Metric | 2025 (in thousands USD) | 2024 (in thousands USD) | | :--------------------------------------- | :---------------------- | :---------------------- | | Net earnings | $8,918 | $14,136 | | Change in foreign currency translation | $4,888 | $(7,429) | | Unrealized gain (loss) on financial derivatives | $(2,657) | $7,070 | | Total other comprehensive gain (loss), net of tax | $2,229 | $(359) | | Comprehensive earnings | $11,147 | $13,777 | | Comprehensive earnings attributable to Company | $6,725 | $5,513 | - Comprehensive earnings attributable to the Company increased by **22%** YoY, largely due to a favorable swing in foreign currency translation from a loss to a gain[3](index=3&type=chunk) [Consolidated Balance Sheets](index=4&type=section&id=Consolidated%20Balance%20Sheets) [Summary of Balance Sheet](index=4&type=section&id=Consolidated%20Balance%20Sheets%20Summary) Total assets rose slightly to $6.11 billion, driven by goodwill, with a shift from current to long-term debt Consolidated Balance Sheets - Key Metrics (As of March 31, 2025 vs. December 31, 2024) | Metric | March 31, 2025 (in thousands USD) | December 31, 2024 (in thousands USD) | | :--------------------------------------- | :-------------------------------- | :----------------------------------- | | Total Assets | $6,112,504 | $6,100,617 | | Current Assets | $1,587,835 | $1,599,384 | | Goodwill | $2,328,568 | $2,297,938 | | Total Liabilities | $3,614,304 | $3,622,417 | | Current Liabilities | $1,351,657 | $1,508,041 | | Long-term debt | $1,657,459 | $1,502,414 | | Total Shareholders' Equity | $1,341,548 | $1,325,582 | - Total assets increased slightly by **$11.89 million**, primarily due to an increase in goodwill and fixed assets, partially offset by a decrease in current assets[4](index=4&type=chunk) - Long-term debt increased by **$155.05 million**, while current liabilities decreased by **$156.38 million**, indicating a shift in debt structure[4](index=4&type=chunk) [Consolidated Statements of Shareholders' Equity](index=5&type=section&id=Consolidated%20Statements%20of%20Shareholders'%20Equity) [Summary of Shareholders' Equity](index=5&type=section&id=Consolidated%20Statements%20of%20Shareholders'%20Equity%20Summary) Shareholders' equity rose to $1.34 billion, driven by net earnings and stock option expense, partially offset by deficit Consolidated Statements of Shareholders' Equity - Key Changes (Three Months Ended March 31, 2025) | Item | Amount (in thousands USD) | | :--------------------------------------- | :---------------------- | | Balance, December 31, 2024 | $1,325,582 | | Net earnings | $8,918 | | Foreign currency translation gain | $4,888 | | Unrealized loss on financial derivatives, net of tax | $(2,657) | | NCI share of earnings | $(5,764) | | NCI redemption increment | $(7,448) | | Stock option expense | $8,085 | | Stock options exercised | $1,149 | | Balance, March 31, 2025 | $1,341,548 | - Total shareholders' equity increased by **$15.97 million** from December 31, 2024, to March 31, 2025[5](index=5&type=chunk) - The deficit increased from **$(186.27) million** to **$(190.53) million**, primarily due to the non-controlling interest share of earnings and redemption increment[5](index=5&type=chunk) [Consolidated Statements of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) [Summary of Cash Flows](index=6&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows%20Summary) Q1 2025 net cash increased by $23.28 million, driven by financing and reduced operating/investing cash use Consolidated Statements of Cash Flows - Key Metrics (Three Months Ended March 31) | Activity | 2025 (in thousands USD) | 2024 (in thousands USD) | | :--------------------------------------- | :---------------------- | :---------------------- | | Net cash used in operating activities | $(84,476) | $(137,615) | | Net cash used in investing activities | $(9,826) | $(49,852) | | Net cash provided by financing activities | $119,378 | $175,909 | | Net change in cash, cash equivalents and restricted cash | $23,280 | $(13,618) | | Cash, cash equivalents and restricted cash, end of period | $241,261 | $205,457 | - Net cash used in operating activities decreased by **$53.14 million**, primarily due to improved working capital management and strong growth in the Engineering segment[7](index=7&type=chunk)[106](index=106&type=chunk) - Net cash used in investing activities decreased by **$40.03 million**, mainly due to lower purchases of fixed assets and warehouse fund assets, and higher collections of AR facility deferred purchase price[7](index=7&type=chunk) [Notes to Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) [1. Description of the business](index=9&type=section&id=1.%20Description%20of%20the%20business) Colliers provides global commercial real estate services and investment management via three core segments - Colliers operates in **35** countries (**70** including affiliates and franchisees) and is organized into three segments: Real Estate Services, Engineering, and Investment Management[9](index=9&type=chunk) [2. Summary of presentation](index=9&type=section&id=2.%20Summary%20of%20presentation) Unaudited interim financials follow GAAP, condensing annual disclosures with consistent policies and normal adjustments - Interim financial statements are unaudited and prepared in accordance with GAAP disclosure requirements for interim information, condensing or omitting certain annual disclosures[10](index=10&type=chunk) - Accounting policies are consistent with the most recent audited consolidated financial statements, with all adjustments being normal and recurring[11](index=11&type=chunk) [3. Impact of recently issued accounting standards](index=9&type=section&id=3.%20Impact%20of%20recently%20issued%20accounting%20standards) Colliers assesses new FASB ASUs on income tax (2024) and expense disaggregation disclosures (2026) - FASB issued ASU No. 2023-09, 'Improvements to Income Tax Disclosures,' effective for annual periods beginning after December 15, **2024**, requiring greater disaggregation of income tax information[12](index=12&type=chunk) - FASB issued ASU No. 2024-03 and ASU No. 2025-01, 'Expense Disaggregation Disclosures,' effective for annual periods beginning after December 15, **2026**, to improve disclosures for common expense captions[13](index=13&type=chunk) - The Company is currently assessing the impacts of both ASUs on its annual disclosures[12](index=12&type=chunk)[13](index=13&type=chunk) [4. Acquisitions](index=10&type=section&id=4.%20Acquisitions) Colliers acquired Ethos Urban for $9.49 million in Q1 2025, with provisional purchase allocations for goodwill and intangibles - In March **2025**, Colliers acquired Ethos Urban Pty Ltd. for **$9.485 million** in cash, recognizing **$8.299 million** in goodwill and **$6.384 million** in intangible assets[14](index=14&type=chunk) - Purchase price allocations for recent acquisitions (MG2 Corporation and Ethos Urban) are provisional and subject to change within one year of acquisition[15](index=15&type=chunk) - Goodwill from acquisitions is primarily attributed to assembled workforces, synergies (diversifying client base, cross-sell opportunities, market share, geographic expansion), and future growth prospects in engineering and project management[17](index=17&type=chunk) Contingent Acquisition Consideration | Metric | March 31, 2025 (in thousands USD) | December 31, 2024 (in thousands USD) | | :--------------------------------------- | :-------------------------------- | :----------------------------------- | | Fair value recorded on balance sheet | $34,396 | $36,695 | | Compensatory element liability | $44,772 | $44,280 | | Estimated range of outcomes (undiscounted) | $132,000 - $340,458 | $345,300 (max) | [5. Warehouse fund assets](index=11&type=section&id=5.%20Warehouse%20fund%20assets) Net warehouse fund assets were $114.32 million as of March 31, 2025, with no significant Q1 earnings impact Warehouse Fund Assets and Liabilities (in thousands USD) | Category | March 31, 2025 | December 31, 2024 | | :--------------------------------------- | :------------- | :---------------- | | Total warehouse fund assets | $219,646 | $205,113 | | Total liabilities related to warehouse fund assets | $105,328 | $100,447 | | Net warehouse fund assets | $114,318 | $104,666 | - No significant impact on net earnings related to warehouse fund assets in the three months ended March 31, **2025**, or **2024**[21](index=21&type=chunk) [6. Acquisition-related items](index=11&type=section&id=6.%20Acquisition-related%20items) Acquisition-related items surged to $9.38 million in Q1 2025, driven by higher transaction costs and fair value adjustments Acquisition-Related Items (Three Months Ended March 31, in thousands USD) | Item | 2025 | 2024 | | :--------------------------------------- | :--- | :--- | | Transaction costs | $7,694 | $5,608 | | Contingent consideration fair value adjustments | $597 | $(3,253) | | Contingent consideration compensation expense / (recovery) | $1,090 | $(415) | | Total | $9,381 | $1,940 | - Acquisition-related items increased by **$7.44 million** YoY, mainly driven by higher transaction costs and a positive fair value adjustment for contingent consideration[23](index=23&type=chunk) [7. Intangible assets](index=11&type=section&id=7.%20Intangible%20assets) Net intangible assets were $1.15 billion, slightly down from $1.18 billion, with no MSR impairment in Q1 Net Intangible Assets (in thousands USD) | Category | March 31, 2025 | December 31, 2024 | | :--------------------------------------- | :------------- | :---------------- | | Indefinite life intangible assets | $52,487 | $52,340 | | Finite life intangible assets | $1,101,686 | $1,131,246 | | Total net intangible assets | $1,154,173 | $1,183,586 | - No impairment was recorded for Mortgage Servicing Rights (MSRs) for the three months ended March 31, **2025**, or **2024**[25](index=25&type=chunk) Estimated Future Amortization Expense for Finite Life Intangible Assets (in thousands USD) | Year Ended December 31 | MSRs | Other Intangibles | Total | | :--------------------------------------- | :--- | :---------------- | :---- | | 2025 (remaining nine months) | $10,513 | $86,424 | $96,937 | | 2026 | $12,798 | $120,648 | $133,446 | | 2027 | $11,942 | $108,888 | $120,830 | | 2028 | $11,011 | $106,227 | $117,238 | | 2029 | $9,878 | $101,931 | $111,809 | | Thereafter | $49,106 | $472,320 | $521,426 | | Total | $105,248 | $996,438 | $1,101,686 | [8. Long-term debt](index=13&type=section&id=8.%20Long-term%20debt) Long-term debt includes a $2.25 billion Revolving Credit Facility and $510.43 million notes, with all covenants met - The Revolving Credit Facility was increased to **$2.25 billion** and extended to November **29**, **2029**[27](index=27&type=chunk) - Weighted average interest rate on Revolving Credit Facility borrowings decreased to **6.3%** in Q1 **2025** from **7.0%** in Q1 **2024**[27](index=27&type=chunk) Outstanding Senior Unsecured Notes (in thousands USD) | Note | Maturity Date | Carrying Value | Interest Rate | | :--------------------------------------- | :------------ | :------------- | :------------ | | Senior Notes due 2028 - €210,000 | May 30, 2028 | $226,294 | 2.23% | | Senior Notes due 2031 - €125,000 | Oct 7, 2031 | $134,667 | 1.52% | | Senior Notes due 2031 - $150,000 | Oct 7, 2031 | $149,473 | 3.02% | | Total | | $510,434 | | - The Company was in compliance with all financial covenants (leverage and interest coverage) as of March 31, **2025**[29](index=29&type=chunk) [9. Mortgage warehouse credit facilities](index=13&type=section&id=9.%20Mortgage%20warehouse%20credit%20facilities) Mortgage warehouse credit facilities have $400 million capacity, with $81.23 million carrying value, secured by mortgages Mortgage Warehouse Credit Facilities (in thousands USD) | Facility | Maturity | Maximum Capacity | Carrying Value (Mar 31, 2025) | Carrying Value (Dec 31, 2024) | | :--------------------------------------- | :------- | :--------------- | :---------------------------- | :---------------------------- | | Facility A - SOFR plus 1.40% | Oct 16, 2025 | $275,000 | $81,226 | $72,642 | | Facility B - SOFR plus 1.45% | On demand | $125,000 | - | - | | Total | | $400,000 | $81,226 | $72,642 | - Mortgage warehouse credit facilities are used exclusively for funding warehouse mortgages receivable and are recourse only to Colliers Mortgage[30](index=30&type=chunk) [10. AR Facility](index=13&type=section&id=10.%20AR%20Facility) The $200 million AR Facility was renewed and fully drawn, with DPP decreasing to $93.76 million from collections - The AR Facility was renewed with a capacity of **$200 million**, extending to December **29**, **2025**, and was fully drawn as of March 31, **2025**[32](index=32&type=chunk)[111](index=111&type=chunk) - Transactions under the AR Facility are accounted for as a true sale, with sold receivables derecognized from the balance sheet[33](index=33&type=chunk) AR Facility Deferred Purchase Price (DPP) (in thousands USD) | Metric | March 31, 2025 | December 31, 2024 | | :--------------------------------------- | :------------- | :---------------- | | DPP balance | $93,762 | $126,082 | | Receivables sold (Q1 2025) | $440,490 | | | Cash collections from customers (Q1 2025) | $473,903 | | [11. Variable interest entities](index=14&type=section&id=11.%20Variable%20interest%20entities) Colliers holds variable interests in non-consolidated VIEs, with maximum loss exposure rising to $81.02 million - The Company holds variable interests in non-consolidated VIEs in its Investment Management segment, primarily through advisory fee arrangements and equity co-investments (typically **1%**-**2%**)[37](index=37&type=chunk) Maximum Exposure to Loss Related to Non-Consolidated VIEs (in thousands USD) | Metric | March 31, 2025 | December 31, 2024 | | :--------------------------------------- | :------------- | :---------------- | | Non-consolidated investments | $50,702 | $47,881 | | Co-investment commitments | $30,318 | $31,893 | | Maximum exposure to loss | $81,020 | $79,774 | [12. Redeemable non-controlling interests](index=15&type=section&id=12.%20Redeemable%20non-controlling%20interests) RNCI on the balance sheet was $1.16 billion, exceeding the $959.04 million formula redemption amount Reconciliation of Redeemable Non-Controlling Interests (RNCI) (in thousands USD) | Item | 2025 | | :--------------------------------------- | :--- | | Balance, January 1 | $1,152,618 | | RNCI share of earnings | $5,764 | | RNCI redemption increment | $7,448 | | Distributions paid to RNCI | $(8,710) | | Purchase of interests from RNCI | $(5,459) | | Sale of interests to RNCI | $194 | | RNCI recognized on business acquisitions | $4,797 | | Balance, March 31 | $1,156,652 | - The redemption amount of RNCI, based on formula, was **$959.04 million** as of March 31, **2025**, which is lower than the **$1.16 billion** recorded on the balance sheet[39](index=39&type=chunk)[119](index=119&type=chunk) - If all put or call options were settled with Subordinate Voting Shares as of March 31, **2025**, approximately **7.7 million** shares would be issued[39](index=39&type=chunk) [13. Net earnings per common share](index=15&type=section&id=13.%20Net%20earnings%20per%20common%20share) Q1 2025 net loss was $4.26 million, resulting in $0.08 diluted loss per share, with anti-dilutive stock options Net Earnings (Loss) Per Common Share (Three Months Ended March 31) | Metric | 2025 | 2024 | | :--------------------------------------- | :--- | :--- | | Net earnings (loss) attributable to Company (in thousands USD) | $(4,259) | $12,657 | | Weighted average common shares - Basic (in thousands) | 50,615 | 48,498 | | Weighted average common shares - Diluted (in thousands) | 50,615 | 48,845 | | Basic Net earnings (loss) per common share | $(0.08) | $0.26 | | Diluted Net earnings (loss) per common share | $(0.08) | $0.26 | - Stock options were anti-dilutive for Q1 **2025** and dilutive for Q1 **2024**[41](index=41&type=chunk) - In February **2024**, **2,479,500** Subordinate Voting Shares were issued for gross proceeds of **$300,019,000**, used to repay the Revolving Credit Facility[42](index=42&type=chunk) [14. Stock-based compensation](index=16&type=section&id=14.%20Stock-based%20compensation) Q1 2025 stock option expense was $8.09 million, with 949,700 options available and a $1.43 million LTIP recovery Stock Option Activity (Three Months Ended March 31, 2025) | Item | Number of options | Weighted average exercise price | | :--------------------------------------- | :---------------- | :------------------------------ | | Shares issuable under options - Dec 31, 2024 | 3,311,800 | $116.37 | | Granted | 1,250 | $135.28 | | Exercised | (12,850) | $89.40 | | Shares issuable under options - Mar 31, 2025 | 3,300,200 | $116.49 | | Options exercisable - Mar 31, 2025 | 964,025 | $93.23 | - Stock option expense recorded in Q1 **2025** was **$8.085 million**, compared to **$6.688 million** in Q1 **2024**[44](index=44&type=chunk) - A performance-based LTIP for the CEO granted **428,174** cash-settled PSUs, resulting in a stock-based compensation recovery of **$1.433 million** in Q1 **2025**[45](index=45&type=chunk)[46](index=46&type=chunk) [15. Income tax](index=16&type=section&id=15.%20Income%20tax) Q1 2025 income tax expense was $4.71 million, with an effective tax rate of 34.6%, impacted by allowances - Income tax expense for Q1 **2025** was **$4.712 million**, down from **$9.970 million** in Q1 **2024**[2](index=2&type=chunk) - The effective tax rate for Q1 **2025** was **34.6%**, compared to **41.4%** in Q1 **2024**[47](index=47&type=chunk)[95](index=95&type=chunk) - Tax rates were impacted by valuation allowances on losses in certain subsidiaries and permanent non-deductible expenses[47](index=47&type=chunk)[95](index=95&type=chunk) [16. Financial instruments](index=17&type=section&id=16.%20Financial%20instruments) Colliers uses financial instruments to manage interest rate and currency risks, with fair value measurements across Level 1-3 inputs - The Company uses financial instruments to manage interest rate and currency exchange rate risks, not for trading or speculative purposes[133](index=133&type=chunk) Financial Assets and Liabilities at Fair Value (March 31, 2025, in thousands USD) | Category | Level 1 | Level 2 | Level 3 | | :--------------------------------------- | :------ | :------ | :------ | | **Assets** | | | | | Equity securities | $11,420 | $9 | - | | Debt securities | $14,323 | $22,189 | - | | Mortgage derivative assets | - | - | $3,194 | | Mortgage warehouse receivables | - | $87,997 | - | | Interest rate swap assets | - | $7,909 | - | | Deferred Purchase Price on AR Facility | - | - | $93,762 | | **Total assets** | $25,743 | $118,104 | $96,956 | | **Liabilities** | | | | | Contingent consideration liabilities | - | - | $34,396 | | **Total liabilities** | - | - | $34,396 | [Fair values of financial instruments](index=17&type=section&id=Fair%20values%20of%20financial%20instruments) Financial assets and liabilities are measured at fair value using Level 1, Level 2, and Level 3 inputs - Financial assets and liabilities are carried at fair value, measured using Level 1 (quoted prices), Level 2 (observable market data), and Level 3 (unobservable inputs) hierarchy[48](index=48&type=chunk) [Debt and equity securities](index=17&type=section&id=Debt%20and%20equity%20securities) Debt and equity securities are recorded at fair value, primarily Level 2, with some equity as Level 1 - Debt and equity securities are recorded at fair value, primarily classified as Level 2 using observable market data, with some equity securities classified as Level 1 if quoted prices are readily available[49](index=49&type=chunk)[50](index=50&type=chunk) [Mortgage-related derivatives](index=17&type=section&id=Mortgage-related%20derivatives) Mortgage-related derivatives are Level 3 instruments, valued using discounted cash flow models and market inputs - Interest rate lock commitments and forward sale commitments are Level 3 derivative instruments, valued using discounted cash flow models and considering observable market data (interest rates) and unobservable inputs (counterparty non-performance risk)[51](index=51&type=chunk) Changes in Fair Value of Net Mortgage Derivative Assets and Liabilities (2025, in thousands USD) | Item | Amount | | :--------------------------------------- | :----- | | Balance, January 1 | $3,329 | | Settlements | $(8,463) | | Realized gains recorded in earnings | $5,134 | | Unrealized gains recorded in earnings | $3,194 | | Balance, March 31 | $3,194 | [Mortgage warehouse receivables](index=18&type=section&id=Mortgage%20warehouse%20receivables) Mortgage warehouse receivables are classified as Level 2 in the fair value hierarchy due to observable inputs - Mortgage warehouse receivables, representing originated mortgage loans with commitments to sell, are classified as Level 2 in the fair value hierarchy due to readily observable inputs[54](index=54&type=chunk) [AR Facility deferred purchase price ("DPP")](index=18&type=section&id=AR%20Facility%20deferred%20purchase%20price%20(%22DPP%22)) The AR Facility DPP is valued using Level 3 inputs, primarily discounted cash flows with 5.0-7.0% discount rates - The DPP is valued using Level 3 inputs, primarily discounted cash flows, with discount rates ranging from **5.0%** to **7.0%**[55](index=55&type=chunk) Changes in Fair Value of DPP (2025, in thousands USD) | Item | Amount | | :--------------------------------------- | :----- | | Balance, January 1 | $126,082 | | Additions to DPP | $16,064 | | Collections on DPP | $(48,421) | | Fair value adjustment | $14 | | Foreign exchange and other | $23 | | Balance, March 31 | $93,762 | [Financial derivatives (Interest Rate Swaps)](index=18&type=section&id=Financial%20derivatives%20(Interest%20Rate%20Swaps)) Colliers uses interest rate swaps to convert floating US dollar debt to fixed rates, accounted as cash flow hedges - The Company uses interest rate swap agreements (IRS) to convert floating interest rates on US dollar denominated debt to fixed rates, accounted for as cash flow hedges[57](index=57&type=chunk)[59](index=59&type=chunk)[134](index=134&type=chunk) Interest Rate Swap Agreements (as of March 31, 2025) | IRS | Effective Date | Maturity Date | Notional Amount of US dollar debt | Floating Interest Rate | Fixed Interest Rate | | :--------------------------------------- | :------------- | :------------ | :-------------------------------- | :--------------------- | :------------------ | | 2022 IRS A | July 15, 2022 | May 27, 2027 | $150,000 | SOFR | 2.8020% | | 2022 IRS B | Dec 21, 2022 | May 27, 2027 | $250,000 | SOFR | 3.5920% | | 2023 IRS A | April 28, 2023 | May 27, 2027 | $100,000 | SOFR | 3.7250% | | 2023 IRS B | Dec 5, 2023 | May 27, 2027 | $100,000 | SOFR | 4.0000% | - As of March 31, **2025**, an unrealized gain of **$3.966 million** on Designated IRSs was included in Accumulated Other Comprehensive Income (AOCI)[59](index=59&type=chunk) [Contingent acquisition consideration](index=19&type=section&id=Contingent%20acquisition%20consideration) Contingent acquisition consideration is measured at fair value using Level 3 inputs and discounted cash flow models - Contingent acquisition consideration is measured at fair value using Level 3 inputs, primarily a discounted cash flow model with discount rates ranging from **3.5%** to **10.3%** (weighted average **7.0%**)[60](index=60&type=chunk) Changes in Fair Value of Contingent Consideration Liability (2025, in thousands USD) | Item | Amount | | :--------------------------------------- | :----- | | Balance, January 1 | $36,695 | | Fair value adjustments | $598 | | Resolved and settled in cash | $(3,906) | | Other | $1,009 | | Balance, March 31 | $34,396 | | Less: current portion | $28,229 | | Non-current portion | $6,167 | [17. Commitments and Contingencies](index=19&type=section&id=17.%20Commitments%20and%20Contingencies) Routine claims are not material, but Colliers Mortgage has Fannie Mae DUS Program contingencies with $5.60 billion loss sharing - Routine claims and litigation are not expected to have a material impact on the Company's financial condition or results of operations[64](index=64&type=chunk)[144](index=144&type=chunk) - Colliers Mortgage is obligated to share up to one-third of incurred losses on loans originated under the Fannie Mae DUS Program[66](index=66&type=chunk)[125](index=125&type=chunk) - As of March 31, **2025**, loans with an aggregate unpaid principal balance of approximately **$5.60 billion** are subject to loss sharing obligations, with a loss reserve of **$13.11 million**[66](index=66&type=chunk)[125](index=125&type=chunk) - Colliers Mortgage was in compliance with all capital adequacy requirements for its licenses with Fannie Mae, Ginnie Mae, and HUD as of March 31, **2025**[67](index=67&type=chunk) [Claims and Litigation](index=19&type=section&id=Claims%20and%20Litigation) Routine claims and litigation are not expected to have a material financial impact on the Company - The Company is subject to routine claims and litigation, including disputes with former employees and commercial liability claims, but believes their resolution will not have a material financial impact[64](index=64&type=chunk)[144](index=144&type=chunk) [Contingencies associated with US government sponsored enterprises](index=19&type=section&id=Contingencies%20associated%20with%20US%20government%20sponsored%20enterprises) Colliers Mortgage participates in the Fannie Mae DUS Program, with loan commitments accounted for as derivatives - Colliers Mortgage participates in the Fannie Mae DUS Program, involving commitments for loan origination and sale, accounted for as derivatives at fair value[65](index=65&type=chunk) - The Company shares in losses on DUS Program mortgages, typically up to one-third of incurred losses, with a loss reserve of **$13.106 million** as of March 31, **2025**[66](index=66&type=chunk)[125](index=125&type=chunk) [18. Revenue](index=20&type=section&id=18.%20Revenue) Q1 2025 total revenue rose to $1.14 billion, driven by 59% Engineering growth, despite slight Real Estate Services decline Disaggregated Revenue by Service and Segment (Three Months Ended March 31, in thousands USD) | Service/Segment | 2025 | 2024 | | :--------------------------------------- | :--- | :--- | | **Real Estate Services** | | | | Leasing | $227,007 | $243,237 | | Capital Markets | $149,152 | $138,598 | | Property management | $129,249 | $132,684 | | Valuation and advisory | $99,903 | $95,750 | | Other | $31,661 | $31,006 | | **Total Real Estate Services** | $636,972 | $641,275 | | **Engineering** | $377,874 | $238,061 | | **Investment Management** | | | | IM - Advisory and other | $119,157 | $119,521 | | IM - Performance fees | $7,045 | $3,000 | | **Total Investment Management** | $126,202 | $122,521 | | Corporate | $122 | $123 | | **Total Revenue** | $1,141,170 | $1,001,980 | - Engineering revenue increased by **59%** YoY, contributing significantly to overall revenue growth[69](index=69&type=chunk)[98](index=98&type=chunk) - Capital Markets revenue grew by **8%** (**10%** in local currency), while Leasing revenue declined by **7%** (**5%** in local currency) against a strong prior year[97](index=97&type=chunk) [Disaggregated revenue](index=20&type=section&id=Disaggregated%20revenue) Revenue is disaggregated by service type and reporting segment: Real Estate, Engineering, and Investment Management - Revenue is disaggregated by type of service (Leasing, Capital Markets, Property management, Valuation and advisory, Engineering, IM - Advisory and other, IM - Performance fees, Other) and reporting segment (Real Estate Services, Engineering, Investment Management, Corporate)[68](index=68&type=chunk)[69](index=69&type=chunk) [Contract balances](index=21&type=section&id=Contract%20balances) Contract assets totaled $175.29 million, with 64% of current assets moved to AR or sold via AR Facility - Contract assets totaled **$175.29 million** as of March 31, **2025**, with **$150.40 million** being current. Approximately **64%** of current contract assets were moved to accounts receivable or sold under the AR Facility in Q1 **2025**[70](index=70&type=chunk) - Contract liabilities (all current) totaled **$68.36 million** as of March 31, **2025**. **$42.30 million** of the beginning-of-year balance was recognized as revenue in Q1 **2025**[71](index=71&type=chunk) [19. Segmented information](index=21&type=section&id=19.%20Segmented%20information) Colliers operates three segments: Real Estate, Engineering, and IM, with performance assessed by Adjusted EBITDA - Colliers has three reportable operating segments: Real Estate Services, Engineering, and Investment Management, with Corporate representing unallocated costs[73](index=73&type=chunk) - The Chief Executive Officer, as CODM, assesses segment performance and allocates resources based on Adjusted EBITDA[74](index=74&type=chunk) Segment Performance (Three Months Ended March 31, 2025, in thousands USD) | Segment | Revenues | Adjusted EBITDA | | :--------------------------------------- | :------- | :-------------- | | Real Estate Services | $636,972 | $39,079 | | Engineering | $377,874 | $24,024 | | Investment Management | $126,202 | $55,096 | | Corporate | $122 | $(2,155) | | **Consolidated Total** | $1,141,170 | $116,044 | - Engineering segment revenues increased by **59%** (**61%** in local currency) and Adjusted EBITDA by **84%** (**86%** in local currency) YoY[98](index=98&type=chunk) - Real Estate Services revenues declined by **1%** (up **1%** in local currency) and Adjusted EBITDA decreased by **12%** (**12%** in local currency) due to elevated investments in recruiting and revenue mix[97](index=97&type=chunk) [REPORTING SEGMENTS](index=21&type=section&id=REPORTING%20SEGMENTS) Colliers has three reportable segments: Real Estate Services, Engineering, and Investment Management, plus Corporate - Colliers identifies three reportable operating segments: Real Estate Services, Engineering, and Investment Management, with Corporate covering unallocated global administrative functions[73](index=73&type=chunk) - Adjusted EBITDA is the primary measure used by the Chief Operating Decision Maker (CODM) to assess segment performance and allocate resources[74](index=74&type=chunk)[75](index=75&type=chunk) [GEOGRAPHIC INFORMATION](index=24&type=section&id=GEOGRAPHIC%20INFORMATION) Q1 2025 consolidated revenues rose to $1.14 billion, with US as largest contributor and strong growth in Canada Revenues and Total Long-Lived Assets by Geographic Region (Three Months Ended March 31, in thousands USD) | Region | 2025 Revenues | 2024 Revenues | 2025 Total Long-Lived Assets | 2024 Total Long-Lived Assets | | :--------------------------------------- | :------------ | :------------ | :--------------------------- | :--------------------------- | | United States | $618,298 | $580,506 | $2,236,607 | $2,270,389 | | Canada | $169,379 | $101,540 | $593,652 | $108,631 | | Euro currency countries | $96,144 | $81,911 | $352,549 | $354,185 | | Australia | $63,311 | $51,617 | $143,549 | $109,236 | | United Kingdom | $65,050 | $62,690 | $494,291 | $517,545 | | Poland | $29,042 | $16,293 | $10,670 | $3,344 | | China | $15,227 | $19,367 | $10,319 | $7,192 | | India | $16,949 | $15,506 | $48,212 | $48,201 | | Other | $67,770 | $72,550 | $224,023 | $223,305 | | **Consolidated** | $1,141,170 | $1,001,980 | $4,113,872 | $3,642,028 | - Canada experienced significant revenue growth, increasing by **67%** YoY, and a substantial increase in total long-lived assets[81](index=81&type=chunk) - Revenues in each geographic region are reported by customer locations, except for Investment Management, where revenues are reported by the location of the fund management[80](index=80&type=chunk) [20. Subsequent event](index=24&type=section&id=20.%20Subsequent%20event) Colliers announced the acquisition of Triovest Inc. for $37 million on April 15, 2025, expected to close in Q2 - On April **15**, **2025**, Colliers announced the acquisition of Triovest Inc., a Canadian asset management, property management, and advisory services provider[82](index=82&type=chunk)[89](index=89&type=chunk) - The initial purchase price for Triovest Inc. is approximately **$37 million**, with the transaction expected to close in the second quarter of **2025**[82](index=82&type=chunk)[89](index=89&type=chunk) [Management's discussion and analysis](index=26&type=section&id=Management's%20discussion%20and%20analysis) [Consolidated review](index=26&type=section&id=Consolidated%20review) Q1 2025 revenues rose 14% to $1.14 billion, but GAAP diluted net loss was $0.08, while Adjusted EPS increased to $0.87 - Consolidated revenues for Q1 **2025** were **$1.14 billion**, up **14%** (**16%** in local currency) YoY, driven by strong growth in the Engineering segment[88](index=88&type=chunk) - GAAP diluted net loss per share was **$0.08** in Q1 **2025**, compared to diluted net earnings per share of **$0.26** in Q1 **2024**, primarily due to increases in acquisition-related amortization, acquisition-related expenses, and non-controlling interest redemption increment[88](index=88&type=chunk) - Adjusted earnings per share increased to **$0.87** in Q1 **2025** from **$0.77** in Q1 **2024**, attributable to higher revenues and a lower income tax rate[88](index=88&type=chunk) - Recent acquisitions include Ethos Urban Pty Ltd. (March **2025**), Triovest Inc. (agreement in April **2025**), Terra Consulting Group (May **2025**), and Higher Ground Consulting (May **2025**)[89](index=89&type=chunk)[90](index=90&type=chunk) [Results of operations – three months ended March 31, 2025](index=27&type=section&id=Results%20of%20operations%20%E2%80%93%20three%20months%20ended%20March%2031,%202025) Q1 2025 revenues grew 14% to $1.14 billion, but GAAP operating earnings decreased to $31.6 million, Adjusted EBITDA rose 7% to $116.0 million - Revenues increased by **14%** (**16%** in local currency) to **$1.14 billion**, with acquisitions contributing **12%** and internal growth **4%** to local currency revenue growth[91](index=91&type=chunk) Key Financial Performance Metrics (Three Months Ended March 31) | Metric | 2025 (in millions USD) | 2024 (in millions USD) | | :--------------------------------------- | :--------------------- | :--------------------- | | GAAP Operating Earnings | $31.6 | $43.3 | | Operating Earnings Margin | 2.8% | 4.3% | | Adjusted EBITDA | $116.0 | $108.7 | | Adjusted EBITDA Margin | 10.2% | 10.8% | | Net Earnings | $8.9 | $14.1 | - Engineering revenues surged by **59%** (**61%** in local currency) with Adjusted EBITDA up **84%** (**86%** in local currency)[98](index=98&type=chunk) - Investment Management revenues increased by **3%** (**3%** in local currency), with Assets Under Management (AUM) exceeding **$100 billion** for the first time, reaching **$100.3 billion**[99](index=99&type=chunk) [Summary of quarterly results](index=28&type=section&id=Summary%20of%20quarterly%20results) Q1 2025 revenues were $1.14 billion, with $31.6 million operating earnings, $8.9 million net earnings, and $0.08 diluted loss per share Summary of Quarterly Results (in thousands USD, except per share amounts) | Metric | Q1 2025 | Q1 2024 | Q2 2024 | Q3 2024 | Q4 2024 | | :--------------------------------------- | :------ | :------ | :------ | :------ | :------ | | Revenues | $1,141,170 | $1,001,980 | $1,139,368 | $1,179,059 | $1,501,617 | | Operating earnings | $31,604 | $43,327 | $114,748 | $109,737 | $121,400 | | Net earnings | $8,918 | $14,136 | $71,927 | $69,377 | $81,496 | | Basic net earnings (loss) per common share | $(0.08) | $0.26 | $0.73 | $0.74 | $1.49 | | Diluted net earnings (loss) per common share | $(0.08) | $0.26 | $0.73 | $0.73 | $1.47 | | Adjusted EBITDA | $116,044 | $108,695 | $155,624 | $154,636 | $225,290 | | Adjusted EPS | $0.87 | $0.77 | $1.36 | $1.32 | $2.26 | [Seasonality and quarterly fluctuations](index=28&type=section&id=Seasonality%20and%20quarterly%20fluctuations) Colliers experiences peak revenues and earnings in December, with lows in January/February, driven by Capital Markets - Peak revenues and earnings are historically generated in December, with a low in January and February, driven by the timing of Capital Markets transactions[103](index=103&type=chunk) - Capital Markets operations comprised **16%** of consolidated annual revenues for **2024**[103](index=103&type=chunk) [Outlook for 2025](index=29&type=section&id=Outlook%20for%202025) Colliers maintains its 2025 outlook, projecting high single-digit to low-teens revenue growth and low-teens Adjusted EBITDA/EPS - The Company's outlook for **2025** remains unchanged, projecting high single-digit to low-teens percentage revenue growth[104](index=104&type=chunk) - Low-teens Adjusted EBITDA and Adjusted EPS growth are expected for **2025**[104](index=104&type=chunk) - Key assumptions for the outlook include lessening global trade uncertainty and stable interest rate volatility in the second half of the year[104](index=104&type=chunk) - The outlook does not include future acquisitions and is subject to macroeconomic, geopolitical, and other factors[105](index=105&type=chunk) [Liquidity and capital resources](index=29&type=section&id=Liquidity%20and%20capital%20resources) Q1 2025 net cash used in operations decreased to $84.5 million, with net indebtedness at $1.48 billion and 2.2x leverage - Net cash used in operating activities decreased to **$84.5 million** in Q1 **2025** from **$137.6 million** in Q1 **2024**, due to improved working capital management and strong Engineering growth[106](index=106&type=chunk) - Net indebtedness was **$1.48 billion** as of March 31, **2025**, up from **$1.33 billion** at December 31, **2024**[108](index=108&type=chunk) - The financial leverage ratio (net debt to pro forma Adjusted EBITDA) was **2.2x** as of March 31, **2025**, well below the maximum permitted **3.5x**, and the Company expects to remain in compliance[108](index=108&type=chunk) - The **$2.25 billion** Revolving Credit Facility is sustainability-linked, with **$1.10 billion** of unused credit as of March 31, **2025**[109](index=109&type=chunk) Contractual Obligations (as at March 31, 2025, in thousands USD) | Contractual obligations | Total | Less than 1 year | 1-3 years | 4-5 years | After 5 years | | :--------------------------------------- | :---- | :--------------- | :-------- | :-------- | :------------ | | Long-term debt | $1,654,142 | $5,522 | $2,245 | $1,362,215 | $284,160 | | Mortgage warehouse credit facilities | $81,226 | $81,226 | - | - | - | | Liabilities related to warehouse fund assets | $105,328 | $83,539 | $21,789 | - | - | | Interest on long-term debt | $59,550 | $12,115 | $23,444 | $14,001 | $9,990 | | Finance lease obligations | $12,682 | $3,843 | $6,944 | $1,895 | - | | Contingent acquisition consideration | $34,396 | $28,229 | $995 | $5,048 | $124 | | Operating leases obligations | $669,181 | $115,151 | $181,338 | $135,808 | $236,884 | | Purchase commitments | $51,787 | $27,622 | $13,442 | $3,232 | $7,491 | | Co-investment commitments | $30,318 | $30,318 | - | - | - | | **Total contractual obligations** | $2,698,610 | $387,565 | $250,197 | $1,522,199 | $538,649 | [Redeemable non-controlling interests (MD&A perspective)](index=31&type=section&id=Redeemable%20non-controlling%20interests%20(MD%26A%20perspective)) RNCI represent minority equity positions, with a formula value of $959.0 million versus $1.16 billion on balance sheet - RNCI are minority equity positions in subsidiaries, subject to call/put options at a formula price (typically a multiple of trailing two-year average earnings, less debt)[118](index=118&type=chunk) - The total value of RNCI by formula was **$959.0 million** as of March 31, **2025**, compared to **$1.16 billion** recorded on the balance sheet[119](index=119&type=chunk) - Purchase prices for RNCI may be paid in cash or Subordinate Voting Shares[119](index=119&type=chunk) [Critical accounting estimates](index=31&type=section&id=Critical%20accounting%20estimates) Critical accounting estimates include revenue recognition, goodwill impairment, business combinations, contingent consideration, MSRs, and credit loss reserves - Critical accounting estimates include revenue recognition, goodwill impairment, business combinations, contingent acquisition consideration, mortgage servicing rights (MSRs), and allowance for credit loss reserves[120](index=120&type=chunk)[125](index=125&type=chunk) - Revenue recognition involves complex judgments on timing and gross/net reporting, which can impact reported revenues and cost of revenue[120](index=120&type=chunk) - Goodwill impairment testing requires significant judgment in determining reporting units and estimating fair values, which are sensitive to future cash flows and discount rates[120](index=120&type=chunk) - Contingent acquisition consideration fair value measurement relies on forecasting profits and selecting appropriate discount rates[120](index=120&type=chunk) - Allowance for credit loss reserves relates to obligations under the Fannie Mae DUS Program, where Colliers Mortgage shares in losses on originated mortgages[125](index=125&type=chunk) [Reconciliation of non-GAAP financial measures](index=32&type=section&id=Reconciliation%20of%20non-GAAP%20financial%20measures) Colliers uses non-GAAP Adjusted EBITDA and Adjusted EPS for supplemental performance insights, excluding specific items - Adjusted EBITDA is defined as net earnings, adjusted for income tax, other income, interest expense, depreciation and amortization (including MSRs), gains attributable to MSRs, acquisition-related items, restructuring costs, and stock-based compensation expense[123](index=123&type=chunk) Reconciliation of Net Earnings to Adjusted EBITDA (Three Months Ended March 31, in thousands USD) | Item | 2025 | 2024 | | :--------------------------------------- | :--- | :--- | | Net earnings | $8,918 | $14,136 | | Income tax | $4,712 | $9,970 | | Other income, including equity earnings from non-consolidated investments | $(4,574) | $(651) | | Interest expense, net | $22,548 | $19,872 | | Operating earnings | $31,604 | $43,327 | | Depreciation and amortization | $63,402 | $50,508 | | Gains attributable to MSRs | $(4,039) | $(1,315) | | Equity earnings from non-consolidated investments | $3,734 | $436 | | Acquisition-related items | $9,381 | $1,940 | | Restructuring costs | $5,310 | $7,111 | | Stock-based compensation expense | $6,652 | $6,688 | | **Adjusted EBITDA** | $116,044 | $108,695 | - Adjusted EPS is defined as diluted net earnings per share adjusted for the after-tax effect of non-controlling interest redemption increment, amortization of acquisition-related intangibles and MSRs, gains attributable to MSRs, acquisition-related items, restructuring costs, and stock-based compensation expense[126](index=126&type=chunk) Reconciliation of Diluted Net Earnings (Loss) Per Common Share to Adjusted EPS (Three Months Ended March 31, in US$) | Item | 2025 | 2024 | | :--------------------------------------- | :--- | :--- | | Diluted net earnings (loss) per common share | $(0.08) | $0.26 | | Non-controlling interest redemption increment | $0.15 | $(0.15) | | Amortization expense, net of tax | $0.56 | $0.47 | | Gains attributable to MSRs, net of tax | $(0.05) | $(0.01) | | Acquisition-related items | $0.11 | $(0.02) | | Restructuring costs, net of tax | $0.08 | $0.11 | | Stock-based compensation expense, net of tax | $0.10 | $0.11 | | **Adjusted EPS** | $0.87 | $0.77 | | Diluted weighted average shares for Adjusted EPS (thousands) | 50,978 | 48,845 | - AUM (Assets Under Management) and FPAUM (Fee Paying Assets Under Management) are non-GAAP measures used to indicate the scale of Investment Management operations and the capital base for management fees, respectively[129](index=129&type=chunk)[130](index=130&type=chunk) [Recently issued accounting guidance, not yet adopted (MD&A perspective)](index=34&type=section&id=Recently%20issued%20accounting%20guidance,%20not%20yet%20adopted%20(MD%26A%20perspective)) Colliers assesses new FASB ASUs on income tax disclosures (2024) and expense disaggregation disclosures (2026) - FASB issued ASU No. 2023-09, 'Improvements to Income Tax Disclosures,' effective for annual periods beginning after December 15, **2024**[131](index=131&type=chunk) - FASB issued ASU No. 2024-03 and ASU No. 2025-01, 'Expense Disaggregation Disclosures,' effective for annual periods beginning after December 15, **2026**[132](index=132&type=chunk) - The Company is currently assessing the impacts of these ASUs on its annual disclosures[131](index=131&type=chunk)[132](index=132&type=chunk) [Financial instruments (MD&A perspective)](index=34&type=section&id=Financial%20instruments%20(MD%26A%20perspective)) Colliers uses interest rate swaps to manage US dollar debt interest rate risk, accounted as cash flow hedges at fair value - The Company uses financial instruments to manage interest rate and currency exchange rate risks, not for trading or speculative purposes[133](index=133&type=chunk) - Interest rate swap agreements (**2022** IRS and **2023** IRS) convert SOFR floating interest rates to fixed rates for **$600 million** of US dollar borrowings under the Revolving Credit Facility, maturing May **27**, **2027**[134](index=134&type=chunk) - These swaps are accounted for as cash flow hedges, measured at fair value, with effective hedge gains or losses reported in other comprehensive income[134](index=134&type=chunk) - Financial instruments involve risks, such as counterparty failure, which could adversely affect financial results[135](index=135&type=chunk) [Transactions with related parties](index=35&type=section&id=Transactions%20with%20related%20parties) Colliers had $2.1 million in loans receivable from subsidiary shareholders, primarily for non-controlling interest sales - As of March 31, **2025**, the Company had **$2.1 million** in loans receivable from shareholders of subsidiaries[136](index=136&type=chunk) - These loans primarily finance the sale of non-controlling interests to senior managers, with interest rates ranging from nil to **6.0%** and various maturity dates up to **2030**[136](index=136&type=chunk) [Outstanding share data](index=35&type=section&id=Outstanding%20share%20data) Colliers has 49.30 million Subordinate Voting Shares and 1.33 million Multiple Voting Shares outstanding, with a new NCIB - As of the MD&A date, there are **49,297,832** Subordinate Voting Shares and **1,325,694** Multiple Voting Shares outstanding[138](index=138&type=chunk) - **3,300,200** Subordinate Voting Shares are issuable upon exercise of options granted under the stock option plan[138](index=138&type=chunk) - The Company announced a Normal Course Issuer Bid (NCIB) to repurchase up to **4,300,000** Subordinate Voting Shares between May **9**, **2025**, and May **8**, **2026**[139](index=139&type=chunk) [Canadian tax treatment of common share dividends](index=35&type=section&id=Canadian%20tax%20treatment%20of%20common%20share%20dividends) Dividends paid to Canadian residents on common shares are designated as 'eligible dividends' for tax purposes - All dividends paid by Colliers to Canadian residents on its Subordinate Voting Shares and Multiple Voting Shares are designated as 'eligible dividends' for Canadian income tax purposes[140](index=140&type=chunk) [Disclosure controls and procedures](index=35&type=section&id=Disclosure%20controls%20and%20procedures) CEO and CFO concluded disclosure controls and procedures were effective as of March 31, 2025, for timely reporting - The CEO and CFO concluded that the Company's disclosure controls and procedures were effective as of March 31, **2025**[141](index=141&type=chunk) [Changes in internal control over financial reporting](index=35&type=section&id=Changes%20in%20internal%20control%20over%20financial%20reporting) Internal control over financial reporting was effective as of March 31, 2025, with no material changes in Q1 - Management concluded that internal control over financial reporting was effective as of March 31, **2025**, based on the COSO **2013** framework[142](index=142&type=chunk) - No material changes in internal control over financial reporting occurred during the three months ended March 31, **2025**[143](index=143&type=chunk) [Legal proceedings (MD&A perspective)](index=35&type=section&id=Legal%20proceedings%20(MD%26A%20perspective)) No material legal proceedings are pending or threatened against Colliers, and routine claims are not material - No material legal proceedings are pending or threatened against Colliers in **2025**[144](index=144&type=chunk) - Routine immaterial claims and litigation are not expected to have a material impact on the Company's financial condition or results of operations[144](index=144&type=chunk) [Forward-looking statements and risks](index=36&type=section&id=Forward-looking%20statements%20and%20risks) Forward-looking statements are subject to significant risks, including economic conditions, market volatility, and operational challenges - Forward-looking statements are subject to significant known and unknown risks and uncertainties that could cause actual results to differ materially[145](index=145&type=chunk) - Key risk factors include economic conditions (rising interest rates, credit), inflation, political conditions, commercial real estate values, changes in client outsourcing, competition, AUM impact, fundraising ability, talent retention, debt covenant compliance, operating costs, foreign exchange rates, acquisition integration, IT system disruptions, and regulatory compliance[145](index=145&type=chunk) - The Company cautions against undue reliance on forward-looking statements and disclaims any obligation to update or revise them[146](index=146&type=chunk) [Additional information](index=37&type=section&id=Additional%20information) Additional information about Colliers is available on SEDAR+, EDGAR, and the Company's website - Additional information about Colliers, including its Annual Information Form for the year ended December 31, **2024**, is available on SEDAR+ (www.sedarplus.ca) and EDGAR (www.sec.gov)[147](index=147&type=chunk) - Further information can also be obtained at www.colliers.com[147](index=147&type=chunk) ```

Core Insights - Colliers has announced the acquisition of Higher Ground Consulting Inc., enhancing its Canadian engineering platform Englobe Corporation [1][3] - Higher Ground, established in 2013, employs 65 professionals and specializes in multidisciplinary engineering consulting services in Alberta and British Columbia [2] - The acquisition aims to expand Colliers' footprint and expertise across Canada, particularly in the water resources sector [3] Company Overview - Colliers operates as a global diversified professional services and investment management company, with a focus on Real Estate Services, Engineering, and Investment Management [4] - The company has a proven business model and a unique partnership philosophy, delivering approximately 20% compound annual returns for shareholders over the past 30 years [4] - Colliers generates nearly $5.0 billion in annual revenues and manages over $100 billion in assets, employing a team of 23,000 professionals [4]

Core Viewpoint - Colliers International Group Inc. has announced its intention to initiate a normal course issuer bid (NCIB) for its subordinate voting shares, allowing for the purchase of up to 4,300,000 shares over a twelve-month period, which represents approximately 10% of the public float as of April 30, 2025 [1][2]. Group 1: NCIB Details - The NCIB will commence on May 9, 2025, and conclude no later than May 8, 2026, with purchases made through the TSX, alternative Canadian Trading Systems, or Nasdaq [2]. - Colliers may purchase up to 4,300,000 subordinate voting shares, which is about 10% of the 43,457,718 shares in the public float as of April 30, 2025 [2]. - Daily purchases under the NCIB will be limited to 13,777 subordinate voting shares, excluding block purchases, based on the average daily trading volume of 55,111 shares from November 1, 2024, to April 30, 2025 [2]. Group 2: Previous NCIB and Management Strategy - The previous NCIB authorized the purchase of up to 4,000,000 subordinate voting shares and expired on July 19, 2024, with no shares purchased under that program [4]. - Colliers may decide to purchase shares if it finds the market price attractive and believes it is a suitable use of corporate funds [3]. Group 3: Broker and Purchase Plan - BMO Nesbitt Burns Inc. has been appointed as the designated broker for the NCIB, and an automatic share purchase plan (ASPP) has been established to facilitate purchases during regulatory black-out periods [5]. - The ASPP has been pre-cleared by the TSX and will be effective starting May 9, 2025 [5]. Group 4: Company Overview - Colliers is a global diversified professional services and investment management company, with nearly $5.0 billion in annual revenues and over $100 billion in assets under management [6]. - The company operates through three platforms: Real Estate Services, Engineering, and Investment Management, and has consistently delivered approximately 20% compound annual returns for shareholders over the past 30 years [6].