Exhibit 2
COLLIERS INTERNATIONAL
GROUP INC.
CONSOLIDATED FINANCIAL STATEMENTS
Year ended
December 31, 2022
COLLIERS INTERNATIONAL GROUP INC.
MANAGEMENT’S REPORT
MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL STATEMENTS
The accompanying consolidated financial statements and management discussion and analysis (“MD&A”) of Colliers International Group Inc. (“Colliers” or the “Company”) and all information in this annual report are the responsibility of management and have been approved by the Board of Directors.
The consolidated financial statements have been prepared by management in accordance with accounting principles generally accepted in the United States of America using the best estimates and judgments of management, where appropriate. The most significant of these accounting principles are set out in Note 2 to the consolidated financial statements. Management has prepared the financial information presented elsewhere in this annual report and has ensured that it is consistent with the consolidated financial statements.
The MD&A has been prepared in accordance with National Instrument 51-102 of the Canadian Securities Administrators, taking into consideration other relevant guidance, including Regulation S-K of the US Securities and Exchange Commission.
The Board of Directors of the Company has an Audit & Risk Committee consisting of four independent directors. The Audit & Risk Committee meets regularly to review with management and the independent auditors any significant accounting, internal control, auditing and financial reporting matters.
These consolidated financial statements have been audited by PricewaterhouseCoopers LLP, which have been appointed as the independent registered public accounting firm of the Company by the shareholders. Their report outlines the scope of their examination and opinion on the consolidated financial statements. As auditors, PricewaterhouseCoopers LLP have full and independent access to the Audit & Risk Committee to discuss their findings.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of its effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management has excluded twelve entities acquired by the Company during the last fiscal period from its assessment of internal control over financial reporting as at December 31, 2022. The total assets and total revenues of the twelve majority-owned entities represent 3.9% and 4.5%, respectively of the related consolidated financial statement amounts as at and for the year ended December 31, 2022.
Management has assessed the effectiveness of the Company’s internal control over financial reporting as at December 31, 2022, based on the criteria set forth in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has concluded that, as at December 31, 2022, the Company’s internal control over financial reporting was effective.
The effectiveness of the Company's internal control over financial reporting as at December 31, 2022, has been audited by PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm as stated in their report which appears herein.
| /s/ Jay S. Hennick Chairman and Chief Executive Officer |
/s/ Christian Mayer Chief Financial Officer |
February 16, 2023
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of Colliers International Group Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Colliers International Group Inc. and its subsidiaries (together, the Company) as of December 31, 2022 and 2021, and the related consolidated statements of earnings (loss), comprehensive earnings (loss), shareholders’ equity and cash flows for the years then ended, including the related notes (collectively referred to as the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control – Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded 12 majority-owned entities from its assessment of internal control over financial reporting as of December 31, 2022 because they were acquired by the Company in purchase business combinations during 2022. We have also excluded these 12 entities from our audit of internal control over financial reporting. These entities comprised, in the aggregate, total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting of approximately 3.9% and 4.5% of consolidated total assets and consolidated total revenues, respectively, as of and for the year ended December 31, 2022.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Revenue Recognition - Sales Brokerage and Leasing Services Revenue
As described in Notes 2 and 28 to the consolidated financial statements, the Company recognized revenue from real estate sales brokerage services makes up a significant portion of capital markets revenue of $1,084.1 million and leasing services revenue of $1,124.1 million for the year ended December 31, 2022. Revenue is recognized upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. Management has determined that control of sales brokerage services rendered transfers to a customer when a sale and purchase agreement becomes unconditional and leasing services rendered transfers to a customer when a lease between the landlord and the tenant is executed. At these points in time, the customer has received substantially all of the benefit of the services provided by the Company. Sales brokerage and leasing service revenue contracts may include terms that result in variability to the transaction price and ultimate revenues earned beyond the underlying value of the transaction, which may include contingencies. Sales brokerage and leasing services revenue is constrained when it is probable that the Company may not be entitled to the total amount of the revenue under the contract, which is associated with the occurrence or non-occurrence of an event that is outside of the Company’s control, or where the facts and circumstances of the contract limit the Company’s ability to predict whether this event will occur. When sales brokerage and leasing services revenue is constrained, revenue is not recognized until the uncertainty has been resolved. Management estimates variable consideration and performs a constraint analysis for these contracts using historical information to estimate the amount the Company will ultimately be entitled to. Management used significant judgment to determine whether sales brokerage and leasing services revenue should be constrained and the timing of when such revenue should be recognized.
The principal considerations for our determination that performing procedures relating to sales brokerage and leasing services revenue recognition is a critical audit matter are (i) the significant judgment by management in determining whether sales brokerage and leasing services revenue should be constrained and the timing of when such revenue should be recognized, and (ii) high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s assessment of sales brokerage and leasing services revenue recognition.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the sales brokerage and leasing services revenue recognition process, including controls over management’s review and approval of revenue recognition based upon the supporting evidence available for each sales brokerage and leasing services revenue contract. These procedures also included, among others, evaluating the appropriateness of management’s assessment of sales brokerage and leasing services revenue recognition for a sample of sales brokerage and leasing services revenue transactions recognized, including evaluating the contractual terms identified in the underlying brokerage transaction agreements and considering other supporting evidence such as customer or third party correspondence and cash receipts.
Acquisitions of Basalt, Rockwood and Versus – Fair Value of Investment Management Contracts and Customer Lists and Relationships Intangible Assets
As described in Notes 2, 4 and 11 to the consolidated financial statements, the Company acquired controlling interests in Basalt Infrastructure Partners LLP (Basalt), Rockwood Capital, LLC (Rockwood), and Versus Capital (Versus) for a total purchase consideration of $817.2 million in 2022, which resulted in intangible assets of $491.9 million being recorded, the majority of which related to investment management contracts and customer lists and relationships. Management records intangible assets at fair value on the acquisition date using discounted cash flow methods. Management applied significant judgment in estimating the fair value of investment management contracts and customer lists and relationships intangible assets acquired, which included the use of significant assumptions related to discount rates and forecasted calculated fee bases that drive the majority of investment management fee revenues.
The principal considerations for our determination that performing procedures relating to the fair value of investment management contracts and customer lists and relationships intangible assets recorded in the acquisitions of Basalt, Rockwood and Versus is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of investment management contracts and customer lists and relationships acquired, including a high degree of estimation uncertainty related to discount rates and forecasted calculated fee bases, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the investment management contracts and customer lists and relationships intangible assets acquired and controls over the development of the aforementioned significant assumptions. These procedures also included, among others, reading the purchase agreements, testing management’s process for developing the fair value estimates of investment management contracts and customer lists and relationships acquired, evaluating the appropriateness of the discounted cash flow methods, testing the completeness and accuracy of underlying data used in the discounted cash flow methods, and evaluating the reasonableness of the significant assumptions used by management. Evaluating the reasonableness of forecasted calculated fee bases assumptions used by management involved considering consistency with the business strategy of the funds, as well as the progress of the funds in obtaining committed capital and assets under management to date in the funds’ life. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the discounted cash flow methods and the reasonableness of the discount rates assumptions used by management.
/s/
Chartered Professional Accountants, Licensed Public Accountants
February 16, 2023
We have served as the Company’s auditor since 1995.
| COLLIERS INTERNATIONAL GROUP INC. | ||||||||
| CONSOLIDATED STATEMENTS OF EARNINGS (LOSS) | ||||||||
| (in thousands of US dollars, except per share amounts) | ||||||||
| Year ended December 31, | 2022 | 2021 | ||||||
| Revenues (note 28) | $ | $ | ||||||
| Cost of revenues (exclusive of depreciation and amortization shown below) | ||||||||
| Selling, general and administrative expenses | ||||||||
| Depreciation | ||||||||
| Amortization of intangible assets | ||||||||
| Acquisition-related items (note 7) | ||||||||
| Settlement of long-term incentive arrangement ("LTIA") (note 22) | ||||||||
| Loss on disposal of operations (note 5) | ||||||||
| Operating earnings (loss) | ( | ) | ||||||
| Interest expense, net | ||||||||
| Earnings from equity accounted investments | ( | ) | ( | ) | ||||
| Other (income) expense | ( | ) | ||||||
| Earnings (loss) before income tax | ( | ) | ||||||
| Income tax expense (note 23) | ||||||||
| Net earnings (loss) | ( | ) | ||||||
| Non-controlling interest share of earnings | ||||||||
| Non-controlling interest redemption increment (note 18) | ||||||||
| Net earnings (loss) attributable to Company | $ | $ | ( | ) | ||||
| Net earnings (loss) per common share (note 20) | ||||||||
| Basic | $ | $ | ( | ) | ||||
| Diluted | $ | $ | ( | ) | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| COLLIERS INTERNATIONAL GROUP INC. | ||||||||
| CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS) | ||||||||
| (in thousands of US dollars) | ||||||||
| Year ended December 31, | 2022 | 2021 | ||||||
| Net earnings (loss) | $ | $ | ( | ) | ||||
| Other non-comprehensive earnings (loss): | ||||||||
| Change in foreign currency translation | ( | ) | ( | ) | ||||
| Reclassification of accumulated foreign currency translation on disposal of operations (note 5) | ||||||||
| Unrealized gain on interest rate swaps, net of tax | ||||||||
| Pension liability adjustments, net of tax | ( | ) | ||||||
| Total other non-comprehensive earnings (loss) | ( | ) | ||||||
| Comprehensive earnings (loss) | ( | ) | ||||||
| Less: Comprehensive earnings attributable to non- controlling interests | ||||||||
| Comprehensive earnings (loss) attributable to Company | $ | $ | ( | ) | ||||
The accompanying notes are an integral part of these consolidated financial statements.
| COLLIERS INTERNATIONAL GROUP INC. | ||||||||
| CONSOLIDATED BALANCE SHEETS | ||||||||
| (in thousands of US dollars) | ||||||||
| As at December 31, | 2022 | 2021 | ||||||
| (note 2) | ||||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Accounts receivable, net of allowance of $ (December 31, 2021 - $) | ||||||||
| Contract assets (note 28) | ||||||||
| Warehouse receivables (note 25) | ||||||||
| Income tax recoverable | ||||||||
| Prepaid expenses and other current assets (note 8) | ||||||||
| Real estate held for sale (note 6) | ||||||||
| Other receivables | ||||||||
| Contract assets (note 28) | ||||||||
| Other assets (note 8) | ||||||||
| Fixed assets (note 10) | ||||||||
| Operating lease right-of-use assets (note 9) | ||||||||
| Deferred tax assets, net (note 23) | ||||||||
| Intangible assets (note 11) | ||||||||
| Goodwill (note 12) | ||||||||
| $ | $ | |||||||
| Liabilities and shareholders' equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accrued compensation | ||||||||
| Income tax payable | ||||||||
| Contract liabilities (note 28) | ||||||||
| Long-term debt - current (note 13) | ||||||||
| Contingent acquisition consideration - current (note 25) | ||||||||
| Warehouse credit facilities (note 15) | ||||||||
| Operating lease liabilities (note 9) | ||||||||
| Liabilities related to real estate held for sale (note 6) | ||||||||
| Long-term debt (note 13) | ||||||||
| Contingent acquisition consideration (note 25) | ||||||||
| Operating lease liabilities (note 9) | ||||||||
| Other liabilities | ||||||||
| Deferred tax liabilities, net (note 23) | ||||||||
| Convertible notes (note 14) | ||||||||
| Redeemable non-controlling interests (note 18) | ||||||||
| Shareholders' equity | ||||||||
| Common shares (note 19) | ||||||||
| Contributed surplus | ||||||||
| Deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total Company shareholders' equity | ||||||||
| Non-controlling interests | ||||||||
| Total shareholders' equity | ||||||||
| $ | $ | |||||||
| Commitments and contingencies (note 26) | ||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| On behalf of the Board of Directors, |
|
| /s/ L. Frederick Sutherland |
/s/ Jay S. Hennick |
| Director |
Director |
| COLLIERS INTERNATIONAL GROUP INC. |
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| CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY |
||||||||||||||||||||||||||||
| (in thousands of US dollars, except share information) |
||||||||||||||||||||||||||||
| Common shares |
Accumulated |
|||||||||||||||||||||||||||
| Issued and |
Retained |
other |
Non- |
Total |
||||||||||||||||||||||||
| outstanding |
Contributed |
Earnings |
comprehensive |
controlling |
shareholders' |
|||||||||||||||||||||||
| shares |
Amount |
surplus |
(Deficit) |
earnings (loss) |
interests |
equity |
||||||||||||||||||||||
| Balance, December 31, 2020 |
$ | $ | $ | $ | ( |
) | $ | $ | ||||||||||||||||||||
| Net loss |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||
| Pension liability adjustment, net of tax |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||
| Foreign currency translation loss |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||
| Unrealized gain on interest rate swaps, net of tax |
- | - | ||||||||||||||||||||||||||
| Other comprehensive earnings (loss) attributable to NCI |
- | ( |
) | ( |
) | ( |
) | |||||||||||||||||||||
| NCI share of earnings |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||
| NCI redemption increment |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||
| Distributions to NCI |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||
| Acquisitions of businesses, net |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||
| Subsidiaries’ equity transactions |
- | - | ||||||||||||||||||||||||||
| Subordinate Voting Shares: |
||||||||||||||||||||||||||||
| Stock option expense |
- | - | ||||||||||||||||||||||||||
| Stock options exercised |
( |
) | ||||||||||||||||||||||||||
| Settlement of LTIA (note 22) |
||||||||||||||||||||||||||||
| Dividends |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||
| Balance, December 31, 2021 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||||||
| Net earnings |
- | - | ||||||||||||||||||||||||||
| Pension liability adjustment, net of tax |
- | - | ||||||||||||||||||||||||||
| Foreign currency translation loss |
- | ( |
) | ( |
) | |||||||||||||||||||||||
| Unrealized gain on interest rate swaps, net of tax |
- | |||||||||||||||||||||||||||
| Other comprehensive loss attributable to NCI |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||
| NCI share of earnings |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||
| NCI redemption increment |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||
| Distributions to NCI |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||
| Acquisition of businesses, net |
- | - | ||||||||||||||||||||||||||
| Reclass to net earnings on disposal of operations (note 5) |
( |
) | ( |
) | ||||||||||||||||||||||||
| Subsidiaries’ equity transactions |
- | - | ||||||||||||||||||||||||||
| Subordinate Voting Shares: |
||||||||||||||||||||||||||||
| Stock option expense |
- | - | ||||||||||||||||||||||||||
| Stock options exercised |
( |
) | ||||||||||||||||||||||||||
| Dividends |
- | - | ( |
) | ( |
) | ||||||||||||||||||||||
| Purchased for cancellation (note 20) |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||||||||||||||
| Balance, December 31, 2022 |
$ | $ | $ | ( |
) | $ | ( |
) | $ | $ | ||||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
| COLLIERS INTERNATIONAL GROUP INC. |
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| CONSOLIDATED STATEMENTS OF CASH FLOWS |
||||||||
| (in thousands of US dollars) |
||||||||
| Year ended December 31, |
2022 |
2021 |
||||||
| Cash provided by (used in) |
||||||||
| Operating activities |
||||||||
| Net earnings (loss) |
$ | $ | ( |
) | ||||
| Items not affecting cash: |
||||||||
| Depreciation and amortization |
||||||||
| Settlement of long-term incentive arrangement (note 22) |
||||||||
| Loss on disposal of operations (note 5) |
||||||||
| Gains attributable to mortgage servicing rights |
( |
) | ( |
) | ||||
| Gains attributable to the fair value of mortgage premiums and origination fees |
( |
) | ( |
) | ||||
| Deferred tax |
( |
) | ( |
) | ||||
| Earnings from equity accounted investments |
( |
) | ( |
) | ||||
| Stock option expense (note 21) |
||||||||
| Non-cash lease expense |
||||||||
| Allowance for credit losses |
||||||||
| Amortization of advisor loans |
||||||||
| Contingent consideration (note 7) |
||||||||
| Other |
( |
) | ||||||
| Increase in accounts receivable, prepaid expenses and other assets |
( |
) | ( |
) | ||||
| Increase in accounts payable, accrued expenses and other liabilities |
||||||||
| Increase (decrease) in accrued compensation |
( |
) | ||||||
| Contingent acquisition consideration paid |
( |
) | ( |
) | ||||
| Proceeds received on sale of mortgage loans |
||||||||
| Principal funded on originated mortgage loans |
( |
) | ( |
) | ||||
| Decrease in warehouse credit facilities |
( |
) | ( |
) | ||||
| Sales to (repurchases from) AR Facility, net (note 16) |
( |
) | ||||||
| Net cash provided by operating activities |
||||||||
| Investing activities |
||||||||
| Acquisitions of businesses, net of cash acquired (note 4) |
( |
) | ( |
) | ||||
| Purchases of fixed assets |
( |
) | ( |
) | ||||
| Advisor loans issued |
( |
) | ( |
) | ||||
| Purchase of held for sale real estate assets |
( |
) | ( |
) | ||||
| Proceeds from sale of held for sale real estate assets |
||||||||
| Collections of AR facility deferred purchase price (note 16) |
||||||||
| Other investing activities |
( |
) | ( |
) | ||||
| Net cash used in investing activities |
( |
) | ( |
) | ||||
| Financing activities |
||||||||
| Increase in long-term debt |
||||||||
| Repayment of long-term debt |
( |
) | ( |
) | ||||
| Issuance of senior notes (note 13) |
||||||||
| Purchases of non-controlling interests' subsidiary shares, net |
( |
) | ( |
) | ||||
| Contingent acquisition consideration paid |
( |
) | ( |
) | ||||
| Proceeds received on exercise of stock options |
||||||||
| Dividends paid to common shareholders |
( |
) | ( |
) | ||||
| Distributions paid to non-controlling interests |
( |
) | ( |
) | ||||
| Repurchases of Subordinate Voting Shares |
( |
) | ||||||
| Other financing activities |
( |
) | ( |
) | ||||
| Net cash provided by financing activities |
||||||||
| Effect of exchange rate changes on cash |
( |
) | ( |
) | ||||
| COLLIERS INTERNATIONAL GROUP INC. |
||||||||
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
||||||||
| (in thousands of US dollars) |
||||||||
| Year ended December 31, |
2022 |
2021 |
||||||
| Net change in cash, cash equivalents and restricted cash |
( |
) | ||||||
| Cash, cash equivalents and restricted cash, beginning of year |
||||||||
| Cash, cash equivalents and restricted cash, end of year |
$ | $ | ||||||
The accompanying notes are an integral part of these consolidated financial statements.
COLLIERS INTERNATIONAL GROUP INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands of US dollars, except share and per share amounts)
| 1. | Description of the business |
Colliers International Group Inc. (“Colliers” or the “Company”) provides commercial real estate professional services and investment management to corporate and institutional clients in
| 2. | Summary of presentation |
The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The most significant estimates are related to the judgments used to determine the timing and amount of revenue recognition, recoverability of goodwill and intangible assets, determination of fair values of assets acquired and liabilities assumed in business combinations, estimated fair value of contingent consideration related to acquisitions, determination of the fair value of capitalized mortgage servicing rights and derivative financial instruments, and current expected credit losses on financial assets including collectability of accounts receivable and allowance for loss sharing obligations. Actual results could be materially different from these estimates.
Significant accounting policies are summarized as follows:
Principles of consolidation
The accompanying consolidated financial statements include the accounts of the Company, its majority-owned subsidiaries and those variable interest entities where the Company is the primary beneficiary. Where the Company does not have a controlling interest but has the ability to exert significant influence, the equity method of accounting is used. Inter-company transactions and accounts are eliminated on consolidation.
When applying the principles of consolidation, the Company begins by determining whether an investee is a variable interest entity (“VIE”) or a voting interest entity (“VOE”). Assessing whether an entity is a VIE or a VOE involves judgment and analysis. Factors considered in this assessment include the entity’s legal organization, the entity’s capital structure and equity ownership, and any related party or de facto agent implications of the Company’s involvement with the entity.
VOEs are embodied by common and traditional corporate and certain partnership structures. For VOEs, the interest holder with control through majority ownership and majority voting rights consolidates the entity.
For VIEs, identification of the primary beneficiary determines the accounting treatment. In evaluating whether the Company is the primary beneficiary, it evaluates its direct and indirect economic interests in the entity. A reporting entity is determined to be the primary beneficiary if it holds a controlling financial interest in the VIE. Determining which reporting entity, if any, has a controlling financial interest in a VIE is primarily a qualitative approach focused on identifying which reporting entity has both (1) the power to direct the activities of a VIE that most significantly impact such entity’s economic performance and (2) the obligation to absorb losses or the right to receive benefits from such entity that could potentially be significant to such entity.
The primary beneficiary analysis is performed at the inception of the Company’s investment and upon the occurrence of a reconsideration event. When the Company determines it is the primary beneficiary of a VIE, it consolidates the VIE; when it is determined that the Company is not the primary beneficiary of the VIE, the investment in the VIE is accounted for at fair value or under the equity method, based upon an election made at the time of investment.
Cash and cash equivalents
Cash equivalents consist of short-term interest-bearing securities and money market mutual funds. These cash equivalents are readily convertible into cash and the interest-bearing securities have original maturities at the date of purchase of three months or less. The Company also maintains custodial escrow accounts, agency and fiduciary funds relating to its debt finance operations and as an agent for its property management operations. These amounts are not included in the accompanying consolidated balance sheets as they are not assets of the Company.
Restricted cash
Restricted cash consists primarily of cash amounts set aside to satisfy legal or contractual requirements arising in the normal course of business, primarily at Colliers Mortgage.
Receivables and allowance for credit losses
Accounts receivables are recorded when the Company has a right to payment within customary payment terms or it recognizes a contract asset if revenue is recognized prior to when payment is due. From the point of initial recognition, the carrying value of such receivables and contract assets, net of allowance for credit losses, represents their estimated net realizable value after deducting for potential credit losses. The Company’s expected loss allowance methodology uses historical collection experience, the current status of customers’ accounts receivable and considers both current and expected future economic and market conditions. Due to the short-term nature of such receivables, the estimate of accounts receivable that may be collected is based on the aging of the receivable balances and the financial condition of customers. Additionally, specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The allowances are then reviewed on a quarterly basis to ensure that they are appropriate. After all collection efforts have been exhausted by management, the outstanding balance considered not collectible is written off against the allowance.
In some cases, the Company may record a receivable or a contract asset which corresponds with payables which the Company is only obligated to pay upon collection of the receivable (“Reimbursable Receivables”). These Reimbursable Receivables correspond with commissions payable, payables to facilitate collection from the customer and make payments to subcontractors or relate to collection from tenants for payment to the landlord. These corresponding payables are typically satisfied on a pay-when-paid basis. In relation to Reimbursable Receivables, an allowance is only recorded to the extent that the Company will incur credit losses.
Fixed assets
Fixed assets are carried at cost less accumulated depreciation. The costs of additions and improvements are capitalized, while maintenance and repairs are expensed as incurred. Fixed assets are reviewed for impairment whenever events or circumstances indicate that the carrying value of an asset group may not be recoverable. An impairment loss is recorded to the extent the carrying amount exceeds the estimated fair value of an asset group. Fixed assets are depreciated over their estimated useful lives as follows:
| Buildings | | |
| Vehicles | | |
| Furniture and equipment | | |
| Computer equipment and software | | |
| Leasehold improvements | term of the lease to a maximum of |
Investments
Equity accounted investments
For equity investments where it does not control the investee, and where it is not the primary beneficiary of a VIE but can exert significant influence over the financial and operating policies of the investee the Company utilizes the equity method of accounting. The evaluation of whether the Company exerts control or significant influence over the financial and operation policies of the investees requires significant judgement based on the facts and circumstances surrounding each individual investment. Factors considered in these evaluations may include the type of investment, the legal structure of the investee, any influence the Company may have on the governing board of the investee.
The Company’s equity accounted investees that are investment companies record their underlying investments at fair value. Therefore, under the equity method of accounting, the Company’s share of the investee’s underlying net income predominantly represents fair value adjustments in the investments held by the equity method investees.
The Company’s share of the investee’s underlying net income or loss is based upon the most currently available information, which may precede the date of the consolidated statement of financial condition and is realized in other (income) expense. Distributions received reduce the Company’s carrying value of the investee.
Investments in debt and equity securities
The Company invests in debt and equity securities primarily in relation to its wholly owned captive insurance company and Colliers Securities, a broker-dealer licensed under the Securities and Exchange Commission and a member of the Financial Industry Regulatory Authority (“FINRA”). These investments are accounted for at fair value with changes recorded in net earnings (loss).
Financial instruments and derivatives
Certain loan commitments and forward sales commitments related to the Company’s warehouse receivables meet the definition of a derivative and are recorded at fair value in the consolidated balance sheets upon the execution of the commitment to originate a loan with a borrower and to sell the loan to an investor, with a corresponding amount recognized as revenue in the consolidated statements of earnings. The estimated fair value of loan commitments includes the value of loan origination fees and premiums on anticipated sale of the loan, net of related costs and broker fees, a loss sharing reserve, the fair value of the expected net cash flows associated with servicing of the loan, and the effects of interest rate movements. The estimated fair value of the forward sales commitments includes the effects of interest rate movements. Adjustments to the fair value related to loan commitments and forward sale commitments are included within Capital Markets revenue on the consolidated statements of earnings.
From time to time, the Company may use interest rate swaps to hedge a portion of its interest rate exposure on long-term debt. When hedge accounting is applied, the swaps are carried at fair value on the consolidated balance sheets, with gains or losses recognized in interest expense. The carrying value of the hedged item is adjusted for changes in fair value attributable to the hedged interest rate risk; the associated gain or loss is recognized currently in earnings and the unrealized gain or loss is recognized in other comprehensive income. If swaps are terminated and the underlying item is not or when hedge accounting is discontinued, the resulting gain or loss is deferred and recognized over the remaining life of the underlying item using the effective interest method. In addition, the Company may enter into short-term foreign exchange contracts to lower its cost of borrowing, to which hedge accounting is not applied.
Derivative financial instruments are recorded on the consolidated balance sheets as other assets or other liabilities and carried at fair value. See note 25 for additional information on derivative financial instruments.
Fair value
The Company uses the fair value measurement framework for financial assets and liabilities and for non-financial assets and liabilities that are recognized or disclosed at fair value on a non-recurring basis. The framework defines fair value, gives guidance for measurement and disclosure, and establishes a three-level hierarchy for observable and unobservable inputs used to measure fair value. An asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The three levels are as follows:
Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities
Level 2 – Observable market-based inputs other than quoted prices in active markets for identical assets or liabilities
Level 3 – Unobservable inputs for which there is little or no market data, which requires the Company to develop its own assumptions
Convertible notes
The Company issued Convertible Notes in May 2020 (see note 14). The Convertible Notes are accounted for entirely as debt as no portion of the proceeds is required to be accounted for as attributable to the conversion feature. Interest on the Convertible Notes is recorded as interest expense. Financing fees are amortized over the life of the Convertible Notes as additional non-cash interest expense utilizing the effective interest method.
The earnings per share impact of the Convertible Notes is calculated using the “if-converted” method, if dilutive, where coupon interest expense, net of tax, is added to the numerator and the number of potentially issuable subordinate voting shares is added to the denominator.
Financing fees
Financing fees related to the Revolving Credit Facility are recorded as an asset and amortized to interest expense using the effective interest method. Financing fees related to the Senior Notes and Convertible Notes are recorded as a reduction of the debt amount and are amortized to interest expense using the effective interest method.
Financial guarantees and allowance for loss sharing obligations
For certain loans originated and sold under the Fannie Mae Delegated Underwriting and Servicing (“DUS”) Program the Company undertakes an obligation to partially guarantee performance of the loan typically up to -third of any losses on loans originated.
When the Company commits to making a loan to a borrower, it recognizes an expense equal to the estimated fair value of this loss sharing obligation (the “Loss Reserve”), which reduces the gain on sale of the loan reported in Capital Markets revenue.
In accordance with ASC 326, the Company estimates the credit losses expected over the life of the credit exposure related to this loss sharing obligation and performs a quarterly analysis of the Loss Reserve. The Company evaluates the Loss Reserve on an individual loan basis and the evaluation models consider the specific details of the underlying property used as collateral, such as occupancy and financial performance. The models also analyze historical losses, current and expected economic conditions, and reasonable and supportable forecasts. Changes to the Loss Reserve are recognized as an expense. See note 26 for further information on the DUS Program and the loss-sharing obligation.
Warehouse receivables
The Company originates held for sale mortgage loans with commitments to sell to third party investors. These loans are referred to as warehouse receivables and are funded directly to borrowers by the warehouse credit facilities. The facilities are generally repaid within 45 days when the loans are transferred while the Company retains the servicing rights. The Company elects the fair value option for warehouse receivables.
Real estate held for sale
Real Estate held for sale is generally funded by cash on hand and is expected to be held for a period not to exceed twelve months, management revised its policy regarding the classification of real estate held for sale and liabilities related to real estate held for sale (collectively “Real Estate HFS”) to present them as current on the consolidated balance sheets. In the opinion of management this presentation is more representative and meaningful given the intent of the transactions that give rise to the Real Estate HFS. The change only impacts the presentation of Real Estate HFS on the consolidated balance sheets without any impact on consolidated statements of earnings or the consolidated statements of cash flows. Prior year comparatives in relation to Real Estate HFS have been restated to present as current to improve comparability with 2022 following the change in policy.
Mortgage servicing rights (“MSRs”)
MSRs, or the rights to service mortgage loans for others, result from the sale or securitization of loans originated by the Company and are recognized as intangible assets on the Consolidated Balance Sheets. The Company initially recognizes MSRs based on the fair value of these rights on the date the loans are sold. Subsequent to initial recognition, MSRs are amortized and carried at the lower of amortized cost or fair value. They are amortized in proportion to and over the estimated period that net servicing income is expected to be received based on projections and timing of estimated future net cash flows.
In connection with the origination and sale of mortgage loans for which the Company retains servicing rights, an asset or liability is recognized based upon the fair value of the MSR on the date that the loans are sold. Upon origination of a mortgage loan held for sale, the fair value of the retained MSR is included in the forecasted proceeds from the anticipated loan sale and results in a net gain (which is reflected in Capital Markets revenue).
MSRs do not actively trade in an open market with readily observable prices; therefore, fair value is determined based on certain assumptions and judgments. The valuation model incorporates assumptions including contractual servicing fee income, interest on escrow deposits, discount rates, the cost of servicing, prepayment rates, delinquencies, the estimated life of servicing cash flows and ancillary income and late fees. The assumptions used are subject to change based upon changes to estimates of future cash flows and interest rates, among other things. The key assumptions used during the years ended December 31, 2022 and December 31, 2021, in measuring fair value were as follows:
| As at December 31, | ||||||||
| 2022 | 2021 | |||||||
| Discount rate | % | % | ||||||
| Conditional prepayment rate | % | % | ||||||
As at December 31, 2022, the estimated fair value of MSRs was $
Goodwill and intangible assets
Goodwill represents the excess of purchase price over the fair value of assets acquired and liabilities assumed in a business combination and is not subject to amortization.
Intangible assets are recorded at fair value on the date they are acquired. Indefinite life intangible assets are not subject to amortization. Where lives are finite, they are amortized over their estimated useful lives as follows:
| Customer lists and relationships | straight-line over | |
| Investment management contracts | straight-line over | |
| Trademarks and trade names | straight-line over | |
| Franchise rights | straight-line over | |
| Management contracts and other | straight-line over life of contract ranging from | |
| Backlog | as underlying backlog transactions are completed |
The Company reviews the carrying value of finite life intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable from the estimated future cash flows expected to result from their use and eventual disposition. If the sum of the undiscounted expected future cash flows is less than the carrying amount of the asset group, an impairment loss is recognized. Measurement of the impairment loss is based on the excess of the carrying amount of the asset group over the fair value calculated using discounted expected future cash flows.
Goodwill and indefinite life intangible assets are tested for impairment annually, on August 1, or more frequently if events or changes in circumstances indicate the asset might be impaired, in which case the carrying amount of the asset is written down to fair value.
Impairment of goodwill is tested at the reporting unit level. The Company has four distinct reporting units. Impairment is tested by first assessing qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Where it is determined to be more likely than not that its fair value is greater than its carrying amount, then no further testing is required. Where the qualitative analysis is not sufficient to support that the fair value exceeds the carrying amount then a quantitative goodwill impairment test is performed. The quantitative test compares the reporting unit’s carrying amount, including goodwill with the estimated fair value of the reporting unit. The fair values of the reporting units are estimated using a discounted cash flow approach. The fair value measurement is classified within Level 3 of the fair value hierarchy. If the carrying amount of the reporting unit exceeds its fair value, the difference is reported as an impairment loss. Certain assumptions are used to determine the fair value of the reporting units, the most sensitive of which are estimated future cash flows and the discount rate applied to future cash flows. Changes in these assumptions could result in a materially different fair value.
Impairment of indefinite life intangible assets is tested by comparing the carrying amount to the estimated fair value on an individual intangible asset basis.
Redeemable non-controlling interests
Redeemable non-controlling interests (“RNCI”) are recorded at the greater of (i) the redemption amount or (ii) the amount initially recorded as RNCI at the date of inception of the minority equity position. This amount is recorded in the “mezzanine” section of the balance sheet, outside of shareholders’ equity. Changes in the RNCI amount are recognized immediately as they occur.
Revenue
The Company generates revenue from contracts with customers through its provision of commercial real estate services. These services consist of Leasing, Capital Markets, Outsourcing & Advisory and Investment Management services.
(a) Leasing
Leasing includes landlord and tenant representation services. Landlord representation provides real estate owners with services to strategically position properties and to secure appropriate tenants. Tenant representation focuses on assisting businesses to assess their occupancy requirements and evaluating and negotiating leases and lease renewals.
(b) Capital Markets
Capital Markets revenue is generated through sales brokerage and other capital markets transactions. These services include real estate sales, debt origination and placement, equity capital raising, market value opinions, acquisition advisory and transaction management. The Company’s debt finance operations relate to the origination and sale of multifamily and commercial mortgage loans.
(c) Outsourcing & Advisory
Outsourcing & Advisory services consist of project management, engineering and design, valuation services, property management as well as loan servicing. Project management services include design and construction management, move management and workplace solutions consulting. Engineering & design services consist of multidisciplinary planning, consulting and design engineering services to multiple end-markets. Project management and engineering & design engagements range from single project contracts with a duration of less than one year to multi-year contracts with multiple discrete projects. Property management provides real estate service solutions to real estate owners. In addition to providing on-site management and staffing, the Company provides support through centralized resources such as technical and environmental services, accounting, marketing and human resources. Consistent with industry standards, management contract terms typically range from one to three years, although most contracts are terminable at any time following a notice period, usually 30 to 120 days.
Valuation services consist of helping customers determine market values for various types of real estate properties. Such services may involve appraisals of single properties or portfolios of properties. These appraisals may be utilized for a variety of customer needs including acquisitions, dispositions, financing or for tax purposes.
Loan servicing fees consist of revenues earned in accordance with the contractual arrangements associated with the Company’s debt finance operations and represent fees earned for servicing loans originated by the Company. Loan servicing revenues are included in the Other revenue line.
(d) Investment Management
Investment Management revenues include consideration for services in the form of asset management advisory and administration fees, transaction fees and incentive fees (carried interest). The performance obligation is to manage client’s invested capital for a specified period of time and is delivered over time.
Revenue recognition and unearned revenues
Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of services, which are capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of any taxes collected from customers, which are subsequently remitted to governmental authorities.
| (a) | Nature of services |
The Company has determined that control of real estate sales brokerage services rendered transfer to a customer when a sale and purchase agreement becomes unconditional. Leasing services rendered transfer to a customer when a lease between the landlord and the tenant is executed. At these points in time the customer has received substantially all of the benefit of the services provided by the Company. The transaction price is typically associated with the underlying asset involved in the transaction, most commonly a percentage of the sales price or the aggregate rental payments over the term of the lease which are generally known when revenue is recognized.
Other Capital Market revenues are recorded when the Company’s performance obligation is satisfied. Although the performance obligation varies based upon the contractual terms of the transaction or service, the performance obligation is generally recognized at the point in time when a defined outcome is satisfied, including completion of financing or closing of a transaction. At this time, the Company has transferred control of the promised service and the customer obtains control.
Revenues from the Company’s debt finance operations, included in Capital Markets revenue, are excluded from the scope of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). Revenue is recognized and a derivative asset is recorded upon the commitment to originate a loan with a borrower and corresponding sale to an investor. The derivative asset is recognized at fair value and includes the fair value of the contractual loan origination, related fees and sale premium, and the estimated fair value of the expected net cash flows associated with the servicing of the loan. Debt finance revenue also includes changes to the fair value of loan commitments, forward sale commitments and loans held for sale that occur during their respective holding periods. Upon sale of the loans, no gains or losses are recognized as such loans are recorded at fair value during the holding periods. MSRs and loss sharing obligations are recognized as assets and liabilities, respectively, upon the sale of the loans.
Outsourcing & Advisory services including those provided in relation to property management, project management and engineering & design transfer to the customer over time as the services are performed and revenue from providing these services is recognized in the accounting period in which the services are rendered. For fixed-price contracts, revenue is recognized based upon the actual labor hours spent relative to the total expected labor hours or the project costs incurred relative to the total project costs. For some projects certain obligations that are representative of the work completed may be used as an alternative to recognize revenue. The use of labor hours or overall project costs is dependent upon the input that best represents the progress of the work completed in relation to the specific contract. For cost-reimbursable and hourly-fee contracts, revenue is recognized in the amount to which the Company has a right to invoice.
For other advisory services, including valuation and appraisal review, the customer is unable to benefit from the services until the work is substantially complete, revenue is recognized upon delivery of materials to the customer because this faithfully represents when the service has been rendered. For most fixed fee consulting assignments, revenue is recognized based upon the actual service provided to the end of the reporting period as a proportion of the total services to be provided.
Loan servicing revenues are recognized over the contractual service period. Loan servicing fees related to retained MSRs are governed by ASC 820 and ASC 860 and excluded from the scope of ASC 606. Loan servicing fees earned from servicing contracts which the Company does not hold mortgage servicing rights are in scope of ASC 606.
Investment Management advisory fees are recognized as the services are performed over time and are primarily based on agreed-upon percentages of a calculated fee base which may include committed capital, assets under management, invested capital, gross asset value or net asset value depending upon the terms of the fund and/or the stage in a fund’s life. Revenue recognition for transactional performance obligations are recognized at a point in time when the performance obligation has been met. The Company receives investment management advisory incentive fees (carried interest) from certain investment funds. These incentive fees are dependent upon exceeding specified performance thresholds on a relative or absolute basis, depending on the product and structure of the business. Incentive fees are recognized when it is determined that significant reversal is considered no longer probable (such as upon the sale of a fund’s investment or when the amount of assets under management becomes known as of the end of the specified measurement period). Pursuant to the terms of Harrison Street Real Estate Capital, LLC (“Harrison Street”), Basalt Infrastructure Partners LLC (“Basalt”) and Rockwood Capital, LLC (“Rockwood”) acquisitions, incentive fees related to assets that were invested prior to the respective acquisition dates are allocated to certain stakeholders including employees and former owners; as such the full amount of these incentive fees is passed through as expense and recognized as cost of revenues in the consolidated statement of earnings.
| (b) | Significant judgments |
The Company’s contracts with customers may include promises to transfer multiple products and services. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Where a contract contains multiple performance obligations, judgment is used to assess whether they are distinct and accounted for separately or not distinct and are accounted for and recognized together.
Brokerage commission arrangements may include terms that result in variability to the transaction price and ultimate revenues earned beyond the underlying value of the transaction, these may include rebates and/or contingencies. The Company estimates variable consideration and performs a constraint analysis for these contracts on the basis of historical information to estimate the amount the Company will ultimately be entitled to. Generally, revenue is constrained when it is probable that the Company may not be entitled to the total amount of the revenue as associated with the occurrence or non-occurrence of an event that is outside of the Company’s control or where the facts and circumstances of the arrangement limit the Company’s ability to predict whether this event will occur. When revenue is constrained, this revenue is not recognized until the uncertainty has been resolved.
Outsourcing & Advisory arrangements may include incentives tied to achieving certain performance targets. The Company estimates variable consideration or performs a constraint analysis for these contracts on the basis of circumstances specific to the project and historical information in order to estimate the amount the Company will ultimately be entitled to. Estimates of revenue, costs or extent of progress toward completion are revised if circumstances change. Any resulting increases or decreases in estimated revenues or costs are reflected in profit or loss in the period in which the circumstances that give rise to the revision become known by management.
In providing project management, engineering and design or property management services, the Company may engage subcontractors to provide on-site staffing or to provide specialized technical services, materials and/or installation services. These arrangements are assessed and require judgment to determine whether the Company is a principal or an agent of the customer. When the Company acts as a principal, because it is primarily responsible for the delivery of the completed project and controls the services provided by the subcontractors, these amounts are accounted for as revenue on a gross basis. However, when the Company acts as an agent, because it does not control the services prior to delivery to the customer, these costs are accounted for on a net basis.
In some cases, the Company may facilitate collection from the customer and payments to subcontractors or may facilitate collection from tenants for payment to the landlord. In these instances, balances are recorded as accounts receivable and accounts payable until settled.
Investment Management fee arrangements are unique to each contract and evaluated on an individual basis to determine the timing of revenue recognition and significant judgment is involved in making such determination. At each reporting period, the Company considers various factors in estimating revenue to be recognized. Incentive fees have a broad range of possible amounts and the determination of these amounts is based upon the market value for managed assets which is highly susceptible to factors outside of the Company’s influence. As a result, incentive fee revenue is generally constrained until significant reversal is considered no longer probable.
Certain constrained Capital Markets and Leasing fees, Outsourcing & Advisory fees and Investment Management fees may arise from services that began in a prior reporting period. Consequently, a portion of the fees the Company recognizes in the current period may be partially related to the services performed in prior periods. In particular, substantially all investment management incentive fees recognized in the period were previously constrained.
Contract balances
Timing of revenue recognition may differ from the timing of invoicing to customers. The Company invoices the customer and records a receivable when it has a right to payment within customary payment terms or it recognizes a contract asset if revenue is recognized prior to when payment is due. Contract liabilities consist of payments received in advance of recognizing revenue. These liabilities consist primarily of payments received for outsourcing and advisory engagements where a component of the revenue may be paid by the customer prior to the benefits of the services transferring to the customer. As a practical expedient, the Company does not adjust the promised amount of consideration for the effect of a significant financing component when it is expected, at contract inception, that the period between transfer of the service and when the customer pays for that service will be one year or less. The Company does not typically include extended payment terms in its contracts with customers.
The Company generally does not incur upfront costs to obtain or fulfill contracts that are capitalizable to contract assets and if capitalizable they would be amortized to expense within one year or less of incurring the expense; consequently, the Company applies the practical expedient to recognize these incremental costs as an expense when incurred. Any costs to obtain or fulfill contracts that exceed one year are capitalized to contract assets and amortized over the term of the contract on a method consistent with the transfer of services to the customer and the contract’s revenue recognition.
Payment terms and conditions vary by contract type, although terms generally include a requirement of payment within 30 to 90 days. With the exceptions of sales brokerage and lease brokerage, the Company does not expect to have any contracts where the period between the transfer of services to the customer and the payment by the customer exceeds one year. With regard to sales brokerage and lease brokerage, arrangements may exist where the service is transferred but payment is not received for a period greater than one year. However, arrangements of this nature do not contain a significant financing component because the amount and timing varies on the basis of the occurrence or non-occurrence of an event that is outside the control of the Company or the customer. As a consequence, the Company does not adjust the transaction prices for the time value of money.
Contract liabilities represent advance payments associated with the Company’s performance obligations that have not yet been satisfied. The majority of the balances are expected to be recognized to revenue or disbursed on behalf of the client within a year.
Remaining performance obligations
Remaining performance obligations represent the aggregate transaction prices for contracts where the Company’s performance obligations have not yet been satisfied. The Company applies the practical expedient related to remaining performance obligations that are part of a contract that has an original expected duration of one year or less and the practical expedient related to variable consideration from remaining performance obligations.
Stock-based compensation
For equity classified awards, compensation cost is measured at the grant date based on the estimated fair value of the award adjusted for expected forfeitures. The related stock option compensation expense is allocated using the graded attribution method.
Long-term incentive plans
Under these plans, certain subsidiary employees are compensated if the earnings before interest, income tax and amortization of the subsidiary increases. In some instances, subsidiary employees may be compensated through participation in a stock-based plan associated with the value of a subsidiary’s shares. Awards under these plans generally have a term of up to years, a vesting period of to years. All long-term incentive plans are settled in cash, with the exception of certain stock-based plans which are predominantly settled in cash, but which may have the option to settle in a subsidiary’s shares. As at December 31, 2022 all significant stock-based plans are to be settled in cash. If an award is subject to a vesting condition, then the graded attribution method is applied to the fair value or intrinsic value of the award. The related compensation expense is recorded in selling, general and administrative expenses and the liability is recorded in accrued compensation or other non-current liabilities.
The Company incurred compensation expense related to stock-based plans of $
Foreign currency translation and transactions
Assets, liabilities and operations of foreign subsidiaries are recorded based on the functional currency of each entity. For certain foreign operations, the functional currency is the local currency, in which case the assets, liabilities and operations are translated at current exchange rates from the local currency to the reporting currency, the US dollar. The resulting unrealized gains or losses are reported as a component of accumulated other comprehensive earnings. Realized and unrealized foreign currency gains or losses related to any foreign dollar denominated monetary assets and liabilities are included in net earnings.
Income tax
Income tax has been provided using the asset and liability method whereby deferred tax assets and liabilities are recognized for the expected future income tax consequences of events that have been recognized in the consolidated financial statements or income tax returns. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which temporary differences are expected to reverse, be recovered or settled. The effect on deferred tax assets and liabilities of a change in income tax rates is recognized in earnings in the period in which the change occurs. A valuation allowance is recorded unless it is more likely than not that realization of a deferred tax asset will occur based on available evidence.
The Company recognizes uncertainty in tax positions taken or expected to be taken utilizing a two-step approach. The first step is to determine whether it is more likely than not that the tax position will be sustained upon examination by tax authorities on the basis technical merits of the position. The second step is to recognize the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.
The Company classifies interest and penalties associated with income tax positions in income tax expense.
Leases
The Company recognizes an operating lease right-of-use (“ROU”) asset and a lease liability on the consolidated balance sheet at the lease commencement date. Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term adjusted for lease pre-payments and lease incentives. After the commencement date any modifications to the leasing arrangement are assessed and the ROU asset and lease liability are remeasured to recognize modifications to the lease term or fixed payments. As most of the Company’s leases do not provide an implicit rate, the incremental borrowing rate based on the information available at commencement date is used to determine the present value of lease payments. The Company uses the implicit rate when readily determinable. The lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating leases ROU assets are amortized to selling, general and administrative expenses (“SG&A”) straight-line over the lease term.
Finance leases are included in fixed assets and long-term debt on the consolidated balance sheet. Finance lease assets are depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of lease term.
Variable lease payments and variable payments related to non-lease components are recorded to SG&A as incurred. Variable lease payments include amounts related to changes in payments associated with changes in an index or rate but which are not also associated with a remeasurement of the lease liability.
The Company has operating lease agreements with lease and non-lease components, and the Company has elected to apply the practical expedient to not separate lease and nonlease components and therefore the ROU assets and lease liabilities include payments related to services included in the lease agreement. Additionally, for certain leases the Company has elected to group leases that commence at the same time and where accounting does not materially differ from accounting for the leases individually as a portfolio of leases.
The Company has elected not to recognize ROU assets and lease liabilities for leases that have a term of twelve months or less. Similarly, the Company will be applying the practical expedient to not recognize assets or liabilities related to a business combination when the acquired lease has a remaining term of twelve months or less at the acquisition date. The payments associated with these leases are recorded to SG&A on a straight-line basis over the remaining lease term.
Business combinations
All business combinations are accounted for using the acquisition method of accounting. Transaction costs are expensed as incurred.
The fair value of the contingent consideration is classified as a financial liability and is recorded on the balance sheet at the acquisition date and is re-measured at fair value at the end of each period until the end of the contingency period, with fair value adjustments recognized in earnings. However, if the contingent consideration includes an element of compensation to the vendors (i.e. it is tied to continuing employment or it is not linked to the business valuation), then the portion of contingent consideration related to such element is treated as compensation expense over the expected employment period.
| 3. | Impact of recently issued accounting standards |
Recently adopted accounting guidance
Debt with Conversion Options
In August 2020, the FASB issued ASU No. 2020-06, Debt- Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contract in an Entity’s Own Equity. The ASU simplifies the accounting for convertible instruments and reduces the number of embedded conversion features being separately recognized from the host contract as compared to current GAAP. The ASU also enhances information transparency through targeted improvements to the disclosures for convertible instruments and earnings-per-share guidance. The Company adopted the guidance effective January 1, 2022. The adoption of the standard did not have a material impact on the Company’s consolidated financial statements.
Reference Rate Reform
The FASB has issued three ASUs related to reference rate reform. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting and in January 2021 the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope. With reference rates like the various tenors of the London Interbank Offered Rates (“LIBOR”) being discontinued between December 31, 2021 and June 30, 2023, a significant volume of contracts and other arrangements will be impacted by the transition required to alternative reference rates. The ASUs provides optional expedients and exceptions to reduce the costs and complexity of applying existing GAAP to contract modifications and hedge accounting if certain criteria are met. The standard is effective for a limited time for all entities through December 31, 2022. In December 2022, FASB issued ASU No. 2022-06 Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848, with immediate effect, to defer the sunset date from December 31, 2022 to December 31, 2024, after which the entities will no longer be permitted to apply the relief in Topic 848. The Company has certain debt arrangements which may qualify for use of the practical expedients permitted under the guidance. The Company has evaluated and will continue to evaluate arrangements subject to rate reform and the options under the ASUs to facilitate an orderly transition to alternative reference rates and their potential impacts on its consolidated financial statements and disclosures.
Recently issued accounting guidance, not yet adopted
Management has reviewed the recently issued accounting guidance and there are no standards that have not yet been adopted that are expected to have a material impact on the Company’s consolidated financial statements.
| 4. | Acquisitions |
2022 acquisitions:
During the year ended December 31, 2022, the Company acquired controlling interests in
In March 2022, the Company acquired
In April 2022, the Company completed the acquisition of controlling interest in Antirion SGR S.p.A. (“Antirion”), a real estate investment management firm in Italy and its Italy affiliate in EMEA (which collectively consists of Colliers International Italia S.p.A., Colliers Real Estate Services Italia S.R.L. and Colliers Real Estate Management Services S.R.L.).
In May 2022, the Company acquired a controlling interest in Paragon Building Consultancy Holdings Limited, a building consultancy and project management firm in EMEA (United Kingdom).
In June 2022, the Company acquired a
In July 2022, the Company acquired a
In August 2022, the Company acquired a controlling interest in PEAKURBAN Pty Limited, an engineering and design firm in Asia Pacific (Australia).
In October 2022, the Company acquired a
In December 2022, the Company acquired controlling interests in Pangea Property Partners (“Pangea”) and BelSquare SRL (“Belsquare”). Pangea is a capital markets advisor with offices in Oslo, Norway and Stockholm, Sweden. Pangea expands the Company’s operations in the Nordics adding a Company owned operation in Norway and growing the existing operations in Sweden. Belsquare, a commercial real estate advisor with offices in Brussels and Antwerp, will merge with the Company’s existing operations in Belgium.
The acquisition date fair value of consideration transferred and the purchase price allocation was as follows:
| Aggregate | ||||||||||||||||||||
| Basalt | Rockwood | Versus | Other | Acquisitions | ||||||||||||||||
| Current assets, excluding cash | $ | $ | $ | $ | $ | |||||||||||||||
| Non-current assets | ||||||||||||||||||||
| Current liabilities | ||||||||||||||||||||
| Long-term liabilities | ||||||||||||||||||||
| $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||
| Cash consideration, net of cash acquired of $ | $ | $ | $ | $ | $ | |||||||||||||||
| Acquisition date fair value of contingent consideration | ||||||||||||||||||||
| Total purchase consideration | $ | $ | $ | $ | $ | |||||||||||||||
| Acquired intangible assets (note 11) | ||||||||||||||||||||
| Finite life | $ | $ | $ | $ | $ | |||||||||||||||
| Goodwill (note 12) | $ | $ | $ | $ | $ | |||||||||||||||
| Redeemable non-controlling interest (note 18) | $ | $ | $ | $ | $ | |||||||||||||||
Certain balances included in the assets and liabilities reported for September 30, 2022, were updated for changes to the estimated fair values in the preliminary purchase price allocation. The change primarily resulted from finalization of the opening balances of the acquired companies with an adjustment to certain asset and liability classifications. The change to the net assets acquired, intangible assets and goodwill were not material. The Company’s Consolidated Statements of Earnings for previously reported periods was not materially impacted by these changes. During the year ended December 31, 2022, the Company made no significant adjustments to its purchase consideration for acquisitions completed in 2021.
2021 acquisitions:
The Company acquired
The acquisition date fair value of consideration transferred and purchase price allocation was as follows:
| Aggregate | ||||
| Acquisitions | ||||
| Current assets, excluding cash | $ | |||
| Non-current assets | ||||
| Current liabilities | $ | |||
| Long-term liabilities | ||||
| $ | ||||
| Cash consideration, net of cash acquired of $ | $ | |||
| Acquisition date fair value of contingent consideration | ||||
| Total purchase consideration | $ | |||
| Acquired intangible assets (note 11) | $ | |||
| Goodwill (note 12) | $ | |||
Acquired goodwill and intangible assets
The purchase price allocations of acquisitions resulted in the recognition of goodwill. The primary factors contributing to goodwill are assembled workforces, synergies with existing operations and future growth prospects. For acquisitions completed during the year ended December 31, 2022, goodwill in the amount of $
In determining the fair value of intangible assets acquired in business combinations, management makes estimates and assumptions which require significant judgment. In particular, the Company acquired $
In all years presented, the fair values of non-controlling interests were determined using an income approach with reference to a discounted cash flow model using the same assumptions implied in determining the purchase consideration.
Contingent purchase consideration
The Company typically structures its business acquisitions to include contingent consideration. Certain vendors, at the time of acquisition, are entitled to receive a contingent consideration payment if the acquired businesses achieve specified earnings levels during the one- to five-year periods following the dates of acquisition. The ultimate amount of payment is determined based on a formula, the key inputs to which are (i) a contractually agreed maximum payment; (ii) a contractually specified earnings level and (iii) the actual earnings for the contingency period. If the acquired business does not achieve the specified earnings level, the maximum payment is reduced for any shortfall, potentially to nil.
Unless it contains an element of compensation, contingent consideration is recorded at fair value each reporting period. The fair value recorded on the consolidated balance sheet as at December 31, 2022, was $
The consideration for the acquisitions during the year ended December 31, 2022, was financed from borrowings on the Revolving Credit Facility and cash on hand. During the year ended December 31, 2022, $
Supplemental Proforma
The amounts of revenues and earnings contributed from the dates of acquisition and included in the Company’s consolidated results for the year ended December 31, 2022, and the supplemental pro forma revenues and earnings of the combined entity had the acquisition dates been January 1, 2021, are as follows:
| Revenues | Net earnings | |||||||
| Actual from acquired entities for 2022 | $ | $ | ||||||
| Supplemental pro forma for 2022 (unaudited) | ||||||||
| Supplemental pro forma for 2021 (unaudited) | ( | ) | ||||||
Supplemental pro forma results were adjusted for non-recurring items.
| 5. | Business disposals |
The Company discontinued its operations in Russia in March 2022, by way of a sale of its controlling interests to local management. The Company also sold three individually insignificant operations during the year ended December 31, 2022 (EMEA - Morocco and Americas – Panama, Colombia, Costa Rica). The proceeds received from the disposals were de minimus and during the year ended December 31, 2022 the Company recognized a net aggregated loss on disposal of operations in the amount of $
The table below summarizes the change in the Company’s assets related to the disposal of operations and the calculation of the loss on disposal:
| Aggregate | ||||
| Disposals | ||||
| Current assets, excluding cash | $ | |||
| Non-current assets, excluding goodwill | ||||
| Goodwill | ||||
| Current liabilities | $ | ( | ) | |
| Non-current liabilities | ( | ) | ||
| Redeemable non-controlling interest | $ | ( | ) | |
| Net assets of disposed operations, excluding cash | ||||
| The below table summarizes the calculation of the loss on disposal of operations: | ||||
| Cash consideration, net of disposed cash | $ | ( | ) | |
| Less: Net assets of disposed operations, excluding cash | ||||
| Plus: Reclasses from shareholders' equity to net earnings | ||||
| Contributed surplus | ||||
| Non-controlling interest | ||||
| Accumulated foreign currency translation | ( | ) | ||
| Loss on disposal of operations | $ | ( | ) | |
| 6. | Real estate held for sale |
From time to time, the Company’s Investment Management segment purchases real estate for placement into a fund. This typically occurs in the early stages of fundraising where temporary liquidity is needed to fund investment opportunities that arise prior to the availability of fund capital. The purchased assets are recorded as real estate held for sale prior to the ultimate sale to the identified fund. The transactions are not intended as an alternative source of operating earnings and the arrangements to sell the assets to a fund are generally structured not to generate any gain or loss. The purchases are accounted for by the acquisition method of accounting depending on the structure of transaction.
The Company acquired controlling interests in five portfolios of land and buildings (the “RE Assets”) all of which were located in the United States. During the year ended December 31, 2022, the Company sold four of the five RE Assets to a newly established closed-end funds which are managed by the Company, without gain or loss. As is customary for closed-end funds, the Company typically holds an equity interest of between
During the year ended December 31, 2022, the effect on net earnings related to real estate held for sale was (2021 - ).
The following table summarizes the real estate held for sale.
| As at December 31, | ||||||||
| 2022 | 2021 | |||||||
| Real estate held for sale | ||||||||
| Real estate held for sale - current | $ | $ | ||||||
| Liabilities related to real estate held for sale - current | $ | $ | ||||||
| Net real estate held for sale | $ | $ | ||||||
| 7. | Acquisition-related items |
| Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Transaction costs | $ | $ | ||||||
| Contingent consideration fair value adjustments (note 25) | ||||||||
| Contingent consideration compensation expense | ||||||||
| $ | $ | |||||||
Contingent consideration compensation expense and contingent consideration fair value adjustments relate to acquisitions made in the current year as well as the preceding four years. $
| 8. | Prepaid expenses and other assets |
| As at December 31, | ||||||||
| 2022 | 2021 | |||||||
| Prepaid expenses | $ | $ | ||||||
| Advisor loans receivable | ||||||||
| Investments in equity securities | ||||||||
| Investments in debt securities | ||||||||
| Deferred Purchase Price (notes 16 and 25) | ||||||||
| Mortgage derivative asset (note 25) | ||||||||
| Interest rate swap asset (note 25) | ||||||||
| Other | ||||||||
| Prepaid and other assets (Current Assets) | $ | $ | ||||||
| As at December 31, | ||||||||
| 2022 | 2021 | |||||||
| Advisor loans receivable | $ | $ | ||||||
| Equity accounted investments (note 17) | ||||||||
| Investments in equity securities | ||||||||
| Investments in debt securities | ||||||||
| Financing fees, net of accumulated amortization of $ (December 31, 2021 - $) | ||||||||
| Interest rate swap asset (note 25) | ||||||||
| Other | ||||||||
| Other assets (Non-Current Assets) | $ | $ | ||||||
Captive Insurance Investments
Investments in equity securities in the amount of $
Colliers Securities Investments
Investments in equity and debt securities in the amount of $
Other Investments in equity securities
Investments in equity securities non-current in the amount of $
| 9. | Leases |
The Company enters into premise leases and equipment leases as a lessee.
| (a) | Premise leases |
The Company leases office space where the remaining lease term ranges from less than year to years. Leases generally include an initial contract term, but some leases include an option to renew the lease for an additional period at the end of this initial term. These renewal periods range in length up to a period equivalent to the initial term of the lease. All the Company’s premise leases are classified as operating leases.
| (b) | Equipment leases |
The Company leases certain equipment in its operations, including furniture and equipment, computer equipment and vehicles. Equipment leases may consist of operating leases or finance leases based upon the assessment of the facts at the commencement date of the lease. The remaining lease terms for equipment leases range from year to years. Certain leases may have the option to extend the leases for a short period or to purchase the asset at the end of the lease term.
The components of lease expense were as follows:
|
| ||||||||
| Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Operating lease cost | $ | $ | ||||||
| Finance lease cost | ||||||||
| Amortization of right-of-use assets | ||||||||
| Interest on lease liabilities | ||||||||
| Variable lease cost | ||||||||
| Short term lease cost | ||||||||
| Total lease expense | $ | $ | ||||||
| Sublease revenues | ( | ) | ( | ) | ||||
| Total lease cost, net of sublease revenues | $ | $ | ||||||
Supplemental information related to leases was as follows:
| Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Right-of-use assets obtained in exchange for new operating lease obligations | $ | $ | ||||||
| Right-of-use assets obtained in exchange for new finance lease obligations | ||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Operating cash flows from operating leases | $ | ( | ) | $ | ( | ) | ||
| Operating cash flows from finance leases | ( | ) | ( | ) | ||||
| Financing cash flows from finance leases | ( | ) | ||||||
Supplemental balance sheet information related to leases was as follows:
| As at December 31, | ||||||||
| 2022 | 2021 | |||||||
| Operating leases | ||||||||
| Operating lease right-of-use assets | $ | $ | ||||||
| Operating lease liabilities - current | $ | ( | ) | $ | ( | ) | ||
| Operating lease liabilities - non-current | ( | ) | ( | ) | ||||
| Total operating lease liabilities | $ | ( | ) | $ | ( | ) | ||
| Finance leases | ||||||||
| Fixed assets, cost | $ | $ | ||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Fixed assets, net | $ | $ | ||||||
| Long-term debt - current | $ | ( | ) | $ | ( | ) | ||
| Long-term debt - non-current | ( | ) | ( | ) | ||||
| Total finance lease liabilities | $ | ( | ) | $ | ( | ) | ||
| Maturities of lease liabilities were as follows: | ||||||||||||||||||||||||||||
| 1 year | 2 years | 3 years | 4 years | 5 years | Thereafter | Total | ||||||||||||||||||||||
| Operating leases | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Present value of operating lease liabilities | ||||||||||||||||||||||||||||
| Difference between undiscounted cash flows and discounted cash flows | $ | |||||||||||||||||||||||||||
| Finance leases | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||
| Present value of finance lease liabilities | ||||||||||||||||||||||||||||
| Difference between undiscounted cash flows and discounted cash flows | $ | |||||||||||||||||||||||||||
| As at December 31, | ||||
| 2022 | ||||
| Weighted average remaining lease term | ||||
| Operating leases (in years) | ||||
| Finance leases (in years) | ||||
| Weighted average discount rate | ||||
| Operating leases | % | |||
| Finance leases | % | |||
As of December 31, 2022, the Company has additional operating leases, primarily for premises, that have not yet commenced of $
| 10. | Fixed assets |
| December 31, 2022 | Accumulated | |||||||||||
| Cost | depreciation | Net | ||||||||||
| Buildings | $ | $ | $ | |||||||||
| Vehicles | ||||||||||||
| Furniture and equipment | ||||||||||||
| Computer equipment and software | ||||||||||||
| Leasehold improvements | ||||||||||||
| $ | $ | $ | ||||||||||
| December 31, 2021 | Accumulated | |||||||||||
| Cost | depreciation | Net | ||||||||||
| Buildings | $ | $ | $ | |||||||||
| Vehicles | ||||||||||||
| Furniture and equipment | ||||||||||||
| Computer equipment and software | ||||||||||||
| Leasehold improvements | ||||||||||||
| $ | $ | $ | ||||||||||
| Fixed assets include ROU assets - Finance leases. (note 9) | ||||||||||||
| 11. | Intangible assets |
The following table summarizes the gross value, accumulated amortization and net carrying value of the Company’s indefinite life and finite life intangible assets:
| December 31, 2022 | Gross | |||||||||||
| carrying | Accumulated | |||||||||||
| amount | amortization | Net | ||||||||||
| Indefinite life intangible assets: | ||||||||||||
| Licenses | $ | $ | - | $ | ||||||||
| Trademarks and trade names | - | |||||||||||
| $ | $ | - | $ | |||||||||
| Finite life intangible assets: | ||||||||||||
| Customer lists and relationships | $ | $ | $ | |||||||||
| Investment management contracts | ||||||||||||
| Mortgage servicing rights ("MSRs") | ||||||||||||
| Trademarks and trade names | ||||||||||||
| Management contracts and other | ||||||||||||
| Backlog | ||||||||||||
| $ | $ | $ | ||||||||||
| $ | $ | $ | ||||||||||
| Gross | ||||||||||||
| December 31, 2021 | carrying | Accumulated | ||||||||||
| amount | amortization | Net | ||||||||||
| Indefinite life intangible assets: | ||||||||||||
| Licenses | $ | $ | - | $ | ||||||||
| Trademarks and trade names | - | |||||||||||
| $ | $ | - | $ | |||||||||
| Finite life intangible assets: | ||||||||||||
| Customer lists and relationships | $ | $ | $ | |||||||||
| Investment management contracts | ||||||||||||
| Mortgage servicing rights ("MSRs") | ||||||||||||
| Trademarks and trade names | ||||||||||||
| Management contracts and other | ||||||||||||
| Backlog | ||||||||||||
| $ | $ | $ | ||||||||||
| $ | $ | $ | ||||||||||
MSR intangible assets represent the carrying value of servicing assets in the Americas segment. The MSR asset is being amortized over the estimated period that the net servicing income is expected to be received.
The MSR assets are evaluated quarterly for impairment by stratifying the servicing portfolio according to predominant risk characteristics, primarily investor type and interest rate. An impairment is recorded if the carrying value of an individual stratum exceeds its estimated fair value. There was impairment recorded for the twelve-month period ended December 31, 2022.
The following table summarizes activity related to the Company’s mortgage servicing rights for the year ended December 31, 2022.
| 2022 | 2021 | |||||||
| Balance, January 1 | $ | $ | ||||||
| Additions, following the sale of loan | ||||||||
| Amortization | ( | ) | ( | ) | ||||
| Prepayments and write-offs | ( | ) | ( | ) | ||||
| Balance, December 31 | $ | $ | ||||||
| During the year ended December 31, 2022, the Company acquired the following intangible assets: | ||||||||
| Estimated | ||||||||
| weighted | ||||||||
| average | ||||||||
| amortization | ||||||||
| Amount | period (years) | |||||||
| Finite life intangible assets: | ||||||||
| Customer lists and relationships | $ | |||||||
| Investment management contracts | ||||||||
| Trademarks and trade names - finite life | ||||||||
| Customer backlog | ||||||||
| Other | ||||||||
| $ | ||||||||
| The table above includes $ related to assets acquired that do not constitute a business under US GAAP. | ||||||||
The following is the estimated future expense for amortization of the recorded MSRs and other intangible assets for each of the next five years and thereafter:
| For the year ended December 31, | MSRs | Other Intangibles | Total | |||||||||
| 2023 | $ | $ | $ | |||||||||
| 2024 | ||||||||||||
| 2025 | ||||||||||||
| 2026 | ||||||||||||
| 2027 | ||||||||||||
| Thereafter | ||||||||||||
| $ | $ | $ | ||||||||||
| 12. | Goodwill |
| Asia | Investment | |||||||||||||||||||
| Americas | EMEA | Pacific | Management | Consolidated | ||||||||||||||||
| Balance, December 31, 2020 | $ | $ | $ | $ | $ | |||||||||||||||
| Goodwill acquired during the year | ||||||||||||||||||||
| Other items | ||||||||||||||||||||
| Foreign exchange | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Balance, December 31, 2021 | ||||||||||||||||||||
| Goodwill acquired during the year | ||||||||||||||||||||
| Goodwill disposed during the year | ( | ) | ( | ) | ||||||||||||||||
| Other items | ( | ) | ||||||||||||||||||
| Foreign exchange | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Balance, December 31, 2022 | ||||||||||||||||||||
| Goodwill | ||||||||||||||||||||
| Accumulated impairment loss | ( | ) | ( | ) | ( | ) | ||||||||||||||
| $ | $ | $ | $ | $ | ||||||||||||||||
A test for goodwill impairment is required to be completed annually, in the Company’s case as of August 1, or more frequently if events or changes in circumstances indicate the asset might be impaired.
| 13. | Long-term debt |
| As at December 31, | ||||||||
| 2022 | 2021 | |||||||
| Revolving Credit Facility | $ | $ | ||||||
| Senior Notes | ||||||||
| Finance leases maturing at various dates through 2026 | ||||||||
| Other long-term debt maturing at various dates up to 2025 | ||||||||
| Less: current portion | ||||||||
| Long-term debt - non-current | $ | $ | ||||||
On May 27, 2022, the Company amended and extended the multi-currency, sustainability-linked senior unsecured revolving credit facility (the “Revolving Credit Facility”) of $
The Company has outstanding of senior unsecured notes with a fixed interest rate of
The Company also has outstanding and $
The Revolving Credit Facility, Senior Notes due 2028, and Senior Notes due 2031 rank equally in terms of seniority and have similar financial covenants, including leverage and interest coverage. The Company was in compliance with all covenants as of December 31, 2022. The Company is limited from undertaking certain mergers, acquisitions and dispositions without prior approval.
The estimated aggregate amount of principal repayments on long-term debt required in each of the next five years ending December 31 and thereafter to meet the retirement provisions are as follows:
| For the year ended December 31, | ||||
| 2023 | $ | |||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 and thereafter | ||||
| $ |
14. Convertible notes
In May 2020, the Company issued $
The Convertible Notes may be converted at the holder’s option at any time prior to maturity into Subordinate Voting Shares based on an initial conversion rate of approximately
The Company, at its option, may also redeem the Convertible Notes, in whole or in part, on or after June 1, 2023, at a redemption price equal to
Subject to specified conditions, the Company may elect to repay some or all of the outstanding principal amount of the Convertible Notes, on maturity or redemption, through the issuance of Subordinate Voting Shares.
In connection with the issuance of the Convertible Notes, at the time, the Company incurred financing costs of $
15. Warehouse credit facilities
The following table summarizes the Company’s mortgage warehouse credit facilities as at December 31, 2022:
| December 31, 2022 | December 31, 2021 | ||||||||||||||||
| Current | Maximum | Carrying | Maximum | Carrying | |||||||||||||
| Maturity | Capacity | Value | Capacity | Value | |||||||||||||
| Facility A - SOFR plus % | October 19, 2023 | $ | $ | $ | $ | 70,694 | |||||||||||
| Facility B - SOFR plus % | On demand | ||||||||||||||||
| Facility C - SOFR plus % | April 27, 2023 | 42,357 | |||||||||||||||
| $ | $ | $ | $ | ||||||||||||||
Colliers Mortgage LLC (“Colliers Mortgage”) has warehouse credit facilities which are used exclusively for the purpose of funding warehouse mortgages receivable. The warehouse credit facilities are recourse only to Colliers Mortgage, are revolving and are secured by any warehouse mortgages financed on the facilities.
On May 26, 2022, Colliers Mortgage entered into an amendment to the financing agreement for Facility C modifying the interest rate to SOFR plus
On October 17, 2022, Colliers Mortgage renewed Facility A extending its maturity date to October 19, 2023.
16. AR Facility
In April 2019, the Company entered into a structured accounts receivable facility (the “AR Facility”). Under the AR Facility, certain of the Company's subsidiaries continuously sell trade accounts receivable and contract assets (the “Receivables”) to wholly owned special purpose entities at fair market value. The special purpose entities in turn sell the Receivables to a third-party financial institution (the “Purchaser”).
On October 28, 2022, the Company expanded the committed availability of its AR Facility with two third-party financial institutions to $
All transactions under the AR Facility are accounted for as a true sale in accordance with ASC 860, Transfers and Servicing (“ASC 860”). Following the sale of the Receivables to the Purchaser, the Receivables are legally isolated from the Company and its wholly owned special purpose entities. The AR Facility is recorded as a sale of accounts receivable, and accordingly sold receivables are derecognized from the consolidated balance sheet. The Company continues to service, administer and collect the Receivables on behalf of the Purchaser, and recognizes a servicing liability in accordance with ASC 860. The Company has elected the amortization method for subsequent measurement of the servicing liability, which is assessed for changes in the obligation at each reporting date. As of December 31, 2022, the servicing liability was
The proceeds from the sale of these Receivables comprises of cash and a deferred purchase price (“Deferred Purchase Price” or “DPP”). The DPP asset is realized following the collection of Receivables sold to the Purchaser; however, due to the revolving nature of the AR Facility, collections are reinvested by the Purchaser monthly in new Receivable purchases. For the year ended December 31, 2022, Receivables sold under the AR Facility were $
For the year ended December 31, 2022, the Company recognized a loss related to Receivables sold of $
The non-cash investing activities associated with the DPP for the year ended December 31, 2022, were $
17. Variable interest entities
The Company holds variable interests in certain Variable Interest Entities (“VIE”) in its Investment Management segment which are not consolidated as it was determined that the Company is not the primary beneficiary. The Company’s involvement with these entities is in the form of advisory fee arrangements and equity co-investments (typically
The following table provides the maximum exposure to loss related to these non-consolidated VIEs:
| As at December 31, | ||||||||
| 2022 | 2021 | |||||||
| Equity accounted investments | $ | $ | ||||||
| Co-investment commitments | ||||||||
| Maximum exposure to loss | $ | $ | ||||||
18. Redeemable non-controlling interests
The minority equity positions in the Company’s subsidiaries are referred to as redeemable non-controlling interests (“RNCI”). The RNCI are considered to be redeemable securities. Accordingly, the RNCI is recorded at the greater of (i) the redemption amount or (ii) the amount initially recorded as RNCI at the date of inception of the minority equity position. This amount is recorded in the “mezzanine” section of the balance sheet, outside of shareholders’ equity. Changes in the RNCI amount are recognized immediately as they occur. The following table provides a reconciliation of the beginning and ending RNCI amounts:
| 2022 | 2021 | |||||||
| Balance, January 1 | $ | $ | ||||||
| RNCI share of earnings | ||||||||
| RNCI redemption increment | ||||||||
| Distributions paid to RNCI | ( | ) | ( | ) | ||||
| Purchase of interests from RNCI | ( | ) | ( | ) | ||||
| Sale of interests to RNCI | ||||||||
| Disposal of operations (note 5) | ( | ) | ||||||
| RNCI recognized on business acquisitions | ||||||||
| Other | ( | ) | ||||||
| Balance, December 31 | $ | $ | ||||||
The Company has shareholders’ agreements in place at each of its non-wholly owned subsidiaries. These agreements allow the Company to “call” the RNCI at a price determined with the use of a formula price, which is usually equal to a fixed multiple of average annual net earnings before income taxes, interest, depreciation, and amortization. The agreements also have redemption features which allow the owners of the RNCI to “put” their equity to the Company at the same price subject to certain limitations. The formula price is referred to as the redemption amount and may be paid in cash or in Subordinate Voting Shares. The redemption amount as of December 31, 2022, was $
Increases or decreases to the formula price of the underlying shares are recognized in the statement of earnings as the NCI redemption increment.
19. Capital stock
The authorized capital stock of the Company is as follows:
An unlimited number of Preferred Shares, issuable in series;
An unlimited number of Subordinate Voting Shares having vote per share; and
An unlimited number of Multiple Voting Shares having
The following table provides a summary of total capital stock issued and outstanding:
| Subordinate Voting Shares | Multiple Voting Shares | Total Common Shares | ||||||||||||||||||||||
| Number | Amount | Number | Amount | Number | Amount | |||||||||||||||||||
| Balances as at: | ||||||||||||||||||||||||
| December 31, 2021 | ||||||||||||||||||||||||
| December 31, 2022 | ||||||||||||||||||||||||
During the year ended December 31, 2022, the Company declared dividends on its Common Shares of $
20. Net earnings (loss) per common share
The earnings per share calculation cannot be anti-dilutive, therefore diluted shares is not used in the denominator when the numerator is in a loss position.
Diluted EPS is calculated using the “if-converted” method of calculating earnings per share in relation to the Convertible Notes, which were issued on May 19, 2020. As such, the interest (net of income tax) on the Convertible Notes is added to the numerator and the additional shares issuable on conversion of the Convertible Notes are added to the denominator of the earnings per share calculation to determine if an assumed conversion is more dilutive than no assumption of conversion. The “if-converted” method is used if the impact of the assumed conversion is dilutive. The “if-converted” method is anti-dilutive for the year ended December 31, 2022, and December 31, 2021.
The following table reconciles the basic and diluted common shares outstanding:
| Year ended December 31, | ||||||||
| (in thousands of US dollars, except share information) | 2022 | 2021 | ||||||
| Net earnings (loss) attributable to Company | $ | $ | ( | ) | ||||
| After-tax interest on Convertible Notes | ||||||||
| Adjusted numerator under the If-Converted Method | $ | $ | ( | ) | ||||
| Weighted average number of shares used in computing basic earnings per share | ||||||||
| Assumed exercise of stock options acquired under the Treasury Stock Method | ||||||||
| Conversion of Convertible Notes | ||||||||
| Number of shares used in computing diluted earnings per share | ||||||||
On July 16, 2021, the Company announced the approval by the Toronto Stock Exchange of its notice to implement a normal course issuer bid (the “2021/2022 NCIB”). The 2021/2022 NCIB allowed the Company to purchase for cancellation, up to
On July 15, 2022, the Company announced the approval by the Toronto Stock Exchange of its notice to implement a normal course issuer bid (the “2022/2023 NCIB”). The 2022/2023 NCIB allows the Company to purchase for cancellation, up to
During the year ended December 31, 2022, the Company repurchased
| Shares | ||||||||
| purchased | Amount | |||||||
| 2021/2022 NCIB | $ | |||||||
| 2022/2023 NCIB | ||||||||
| $ | ||||||||
The repurchase cost of shares under the NCIBs, including commissions and fees, were allocated to common shares for the weighted average book value and to retained earnings for any excess. Under the NCIBs all shares were purchased for cancellation.
21. Stock-based compensation
The Company has a stock option plan for certain officers, key full-time employees and directors of the Company and its subsidiaries. Options are granted at the market price for the underlying shares on the day immediately prior to the date of grant. Each option vests over a -year term, expires years from the date granted and allows for the purchase of one Subordinate Voting Share. All Subordinate Voting Shares issued are new shares. As at December 31, 2022, there were
Grants under the Company’s stock option plan are equity-classified awards.
Stock option activity for the years ended December 31, 2022, and 2021 was as follows:
| Weighted average | ||||||||||||||||
| Weighted | remaining | Aggregate | ||||||||||||||
| Number of | average | contractual life | intrinsic | |||||||||||||
| options | exercise price | (years) | value | |||||||||||||
| Shares issuable under options - December 31, 2020 | $ | |||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Forfeited | ( | ) | ||||||||||||||
| Shares issuable under options - December 31, 2021 | $ | |||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Forfeited | ( | ) | ||||||||||||||
| Shares issuable under options - December 31, 2022 | $ | $ | ||||||||||||||
| Options exercisable - December 31, 2022 | $ | $ | ||||||||||||||
The Company incurred stock-based compensation expense related to these awards of $
The following table summarizes information about option exercises:
| Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Number of options exercised | ||||||||
| Aggregate fair value | $ | $ | ||||||
| Intrinsic value | ||||||||
| Amount of cash received | ||||||||
| Tax benefit recognized | $ | $ | ||||||
As at December 31, 2022, there was $
The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model, utilizing the following weighted average assumptions:
| As at December 31, | ||||||||
| 2022 | 2021 | |||||||
| Risk free rate | % | % | ||||||
| Expected life in years | ||||||||
| Expected volatility | % | % | ||||||
| Dividend yield | % | % | ||||||
| Weighted average fair value per option granted | $ | $ | ||||||
The risk-free interest rate is based on the implied yield of a zero-coupon US Treasury bond with a term equal to the option’s expected term. The expected life in years represents the estimated period of time until exercise and is based on historical experience. The expected volatility is based on the historical prices of the Company’s shares over the previous four years.
22. Long-term incentive arrangement
On April 16, 2021, after receiving approval from
23. Income tax
Income tax differs from the amounts that would be obtained by applying the combined statutory corporate income tax rate of Ontario, Canada to the respective year’s earnings before income tax. Differences result from the following items:
| Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Income tax expense using a combined statutory rate of % (2021 - %) | $ | $ | ( | ) | ||||
| Settlement of long-term incentive arrangement | ||||||||
| Loss on disposal of operations | ||||||||
| Permanent differences | ||||||||
| Tax effect of flow through entities | ( | ) | ( | ) | ||||
| Adjustments to tax liabilities for prior periods | ( | ) | ||||||
| Changes in liability for unrecognized tax benefits | ( | ) | ||||||
| Stock-based compensation | ||||||||
| Foreign, state, and provincial tax rate differential | ( | ) | ||||||
| Change in valuation allowance | ||||||||
| Acquisition related items | ||||||||
| Withholding taxes and other | ||||||||
| Income tax expense | $ | $ | ||||||
Earnings (loss) before income tax by jurisdiction comprise the following:
| Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Canada | $ | $ | ( | ) | ||||
| United States | ||||||||
| Foreign | ||||||||
| Total | $ | $ | ( | ) | ||||
| Income tax expense (recovery) comprises the following: | ||||||||
| Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Current | ||||||||
| Canada | $ | $ | ||||||
| United States | ||||||||
| Foreign | ||||||||
| Deferred | ||||||||
| Canada | ( | ) | ||||||
| United States | ( | ) | ( | ) | ||||
| Foreign | ( | ) | ( | ) | ||||
| ( | ) | ( | ) | |||||
| Total | $ | $ | ||||||
| The significant components of deferred tax assets and liabilities are as follows: | ||||||||
| As at December 31, | ||||||||
| 2022 | 2021 | |||||||
| Loss carryforwards and other credits | $ | $ | ||||||
| Expenses not currently deductible | ||||||||
| Revenue not currently taxable | ( | ) | ( | ) | ||||
| Stock-based compensation | ||||||||
| Investments | ||||||||
| Provision for doubtful accounts | ||||||||
| Financing fees | ( | ) | ( | ) | ||||
| Net unrealized foreign exchange losses | ||||||||
| Depreciation and amortization | ( | ) | ( | ) | ||||
| Operating leases | ||||||||
| Less: valuation allowance | ( | ) | ( | ) | ||||
| Net deferred tax (liabilities) assets | $ | $ | ||||||
As at December 31, 2022, the Company believes that it is more likely than not that its net deferred tax assets of $
| The Company has pre-tax NOL carryforward balances as follows: | ||||||||||||||||||||||||
| Pre-tax loss carryforward | Pre-tax losses not recognized | Pre-tax losses recognized | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Canada | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| United States | ||||||||||||||||||||||||
| Foreign | ||||||||||||||||||||||||
| The Company has pre-tax capital loss carryforwards as follows: | ||||||||||||||||||||||||
| Pre-tax loss carryforward | Pre-tax losses not recognized | Pre-tax losses recognized | ||||||||||||||||||||||
| 2022 | 2021 | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
| Canada | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Foreign | ||||||||||||||||||||||||
These amounts above are available to reduce future, federal, state, and provincial income taxes in their respective jurisdictions. NOL carryforward balances attributable to Canada begin to expire in 2035. NOL carryforward balances attributable to the United States begin to expire in 2028. Foreign NOL carryforward balances begin to expire in 2023. The utilization of NOLs may be subject to certain limitations under federal, provincial, state or foreign tax laws.
Cumulative unremitted foreign earnings of US subsidiaries are (2021 - $
A reconciliation of the beginning and ending amounts of the liability for unrecognized tax benefits is as follows:
| 2022 | 2021 | |||||||
| Balance, January 1 | $ | $ | ||||||
| Gross increases for tax positions of current period | ||||||||
| Gross increases for tax positions of prior periods | ||||||||
| Amount recognized on acquisitions | ||||||||
| Reduction for lapses in applicable statutes of limitations | ( | ) | ( | ) | ||||
| Foreign currency translation | ( | ) | ( | ) | ||||
| Balance, December 31 | $ | $ | ||||||
Of the $
Within the next twelve months, the Company expects of unrecognized tax benefits associated with uncertain tax positions be reduced due to lapses in statutes of limitations.
The Company files tax returns in Canada and multiple foreign jurisdictions. The number of years with open tax audits varies depending on the tax jurisdiction. Generally, income tax returns filed with the Canada Revenue Agency and related provinces are open for to years and income tax returns filed with the United States Internal Revenue Service and related states are open for to years. Tax returns for significant other jurisdictions in which the Company conducts business are generally open for years.
The Company does not currently expect any other material impact on earnings to result from the resolution of matters related to open taxation years, other than noted above. Actual settlements may differ from the amounts accrued. The Company has, as part of its analysis, made its current estimates based on facts and circumstances known to date and cannot predict changes in facts and circumstances that may affect its current estimates.
| 24. | Other supplemental information |
| Year ended December 31, | ||||||||
| 2022 | 2021 | |||||||
| Cash payments made during the year | ||||||||
| Income tax, net of refunds | $ | $ | ||||||
| Interest | ||||||||
| Non-cash financing activities | ||||||||
| Dividends declared but not paid | ||||||||
25. Financial instruments
Concentration of credit risk
The Company is subject to credit risk with respect to its cash and cash equivalents, accounts receivable, contract assets, other receivables and advisor loans receivable. Concentrations of credit risk with respect to cash and cash equivalents are limited by the use of multiple large and reputable banks. Concentrations of credit risk with respect to receivables are limited due to the large number of entities comprising the Company’s customer base and other counterparties, and their dispersion across different service lines in various countries.
Foreign currency risk
Foreign currency risk is related to the portion of the Company’s business transactions denominated in currencies other than US dollars. A significant portion of revenue is generated by the Company’s Canadian, Australian, UK and Euro currency operations. The Company’s head office expenses are incurred primarily in Canadian dollars which are hedged by Canadian dollar denominated revenue.
Fluctuations in foreign currencies impact the amount of total assets and liabilities that are reported for foreign subsidiaries upon the translation of these amounts into US dollars. In particular, the amount of cash, working capital, goodwill and intangibles held by these subsidiaries is subject to translation variance caused by changes in foreign currency exchange rates as of the end of each respective reporting period (the offset to which is recorded to accumulated other comprehensive income on the consolidated balance sheets).
Interest rate risk
The Company utilizes an interest rate risk management strategy that may use interest rate hedging contracts from time to time. The Company’s specific goals are to: (i) manage interest rate sensitivity by modifying the characteristics of its debt and (ii) lower the long-term cost of its borrowed funds.
Fair values of financial instruments
The following table provides the financial assets and liabilities carried at fair value measured on a recurring basis as of December 31, 2022:
| Level 1 | Level 2 | Level 3 | ||||||||||
| Assets | ||||||||||||
| Cash equivalents | $ | $ | $ | |||||||||
| Equity securities | ||||||||||||
| Debt securities | ||||||||||||
| Mortgage derivative assets | ||||||||||||
| Warehouse receivables | ||||||||||||
| Interest rate swap assets | ||||||||||||
| Deferred Purchase Price on AR Facility | ||||||||||||
| Total assets | $ | $ | $ | |||||||||
| Liabilities | ||||||||||||
| Mortgage derivative liabilities | $ | $ | $ | |||||||||
| Contingent consideration liabilities | ||||||||||||
| Total liabilities | $ | $ | $ |
Other than the assets and liabilities acquired in relation to business combinations (see note 4), there were no significant non-recurring fair value measurements recorded during the year ended December 31, 2022.
Other than the transfer of mortgage derivative assets and mortgage derivative liabilities from Level 2 to Level 3 as described in the Mortgage related derivatives section below, there were no transfers between any of the levels within the fair value hierarchy during the year ended December 31, 2022.
Cash equivalents
Cash equivalents include highly liquid investments with original maturities of less than three months. Actively traded cash equivalents where a quoted price is readily available are classified as Level 1 in the fair value hierarchy.
Debt and equity securities
The Company records debt and equity securities at fair value on the Consolidated Balance Sheets. These financial instruments are valued based on observable market data that may include quoted market prices dealer quotes, market spreads, cash flows, the U.S. treasury yield curve, trading levels, market consensus prepayment speeds, credit information and the instruments’ terms and conditions and are classified as Level 2 of the fair value hierarchy.
Certain investments in equity securities where quoted prices are readily available are classified as Level 1 in the fair value hierarchy. The Company increases or decreases its investment each reporting period by the change in the fair value of the investment reported in net earnings on the Consolidated Statements of Earnings.
Mortgage-related derivatives
Interest rate lock commitments and forward sales commitment are derivative instruments which consider observable market data in determining their fair values, particularly changes in interest rates. In the case of interest rate lock commitments, the fair value measurement also considers the expected net cash flows associated with the servicing of the loans. The Company also considers the impact of counterparty non-performance risk when measuring the fair value of these derivatives.
Mortgage-related derivatives are valued using a discounted cash flow model. Given the rapid changes to interest rates and their effect on the fair value of the expected net cash flows associated with the servicing of the loans combined with heightened economic risks for counterparties, the Company believes that the fair value of the expected net cash flows associated with the servicing of the loans and counterparty non-performance risk have the potential to impact the value of its derivative assets and derivative liabilities that may not continue to be insignificant. Consequently, on September 30, 2022, the mortgage derivative assets and liabilities were transferred from Level 2 to Level 3 of the fair value hierarchy. The net mortgage derivative assets and liabilities as at December 31, 2022 was $
Warehouse receivables
Warehouse receivables represent mortgage loans originated by the Company with commitments to sell to third party investors. Principal funded on mortgage loans plus gains attributable to the fair value of mortgage premiums and origination fees increase warehouse receivables and proceeds received from the sale of mortgage loans to third party investors reduce warehouse receivables. As at December 31, 2022, substantially all of the Company’s mortgage warehouse receivables were under commitment to be purchased by a GSE or by a qualifying investor. These assets are classified as Level 2 in the fair value hierarchy as a substantial majority of the inputs are readily observable.
AR Facility deferred purchase price (“DPP”)
The Company recorded a DPP under its AR Facility. The DPP represents the difference between the fair value of the Receivables sold and the cash purchase price and is recognized at fair value as part of the sale transaction. The DPP is remeasured each reporting period in order to account for activity during the period, including the seller’s interest in any newly transferred Receivables, collections on previously transferred Receivables attributable to the DPP and changes in estimates for credit losses. Changes in the DPP attributed to changes in estimates for credit losses are expected to be immaterial, as the underlying Receivables are short-term and of high credit quality. The DPP is valued using Level 3 inputs, primarily discounted cash flows, with the significant inputs being discount rates ranging from
Changes in the fair value of the DPP comprises the following:
| 2022 | 2021 | |||||||
| Balance, January 1 | $ | $ | ||||||
| Additions to DPP | ||||||||
| Collections on DPP | ( | ) | ( | ) | ||||
| Fair value adjustment | ( | ) | ( | ) | ||||
| Foreign exchange and other | ( | ) | ( | ) | ||||
| Balance, December 31 | $ | $ | ||||||
Interest rate swaps
The Company has entered into interest rate swap agreements (“IRS”) to convert floating interest on US dollar denominated debt to fixed interest rates. The interest rate swaps are measured at fair value on the consolidated balance sheets. The table below summarizes the details of the interest rate swaps in place as at December 31, 2022.
| Effective | Maturity | Notional Amount | Interest rates | ||||||||
| Date | Date | of US dollar debt | Floating | Fixed | |||||||
| 2018 IRS1 | December 7, 2018 | April 30, 2023 | $ | SOFR | % | ||||||
| 2022 IRS A | July 15, 2022 | May 27, 2027 | $ | SOFR | % | ||||||
| 2022 IRS B | December 21, 2022 | May 27, 2027 | $ | SOFR | % | ||||||
| (1) In May 2022, the Company amended the 2018 IRS to convert SOFR floating interest rates into a weighted average fixed interest rate of 2.6026%. Previously it was converting from LIBOR floating interest rate into a fixed interest rate of 2.7205%. | |||||||||||
At the inception of the 2018 IRS, the Company designated the IRS as a cash flow hedge. From inception until June 30, 2021, the 2018 IRS was determined to be effective with changes in the fair value recognized to accumulated other comprehensive earnings (loss) (“AOCI”).
On July 1, 2021, the Company dedesignated the hedging relationships. Gains or losses related to changes in the fair value of the 2018 IRS after July 1, 2021, are reported in interest expense on the consolidated statements of earnings. As at June 30, 2021, $
2022 IRS A and 2022 IRS B (collectively the “2022 IRSs”) are being accounted for as cash flow hedges and are measured at fair value on the consolidated balance sheets. Gains or losses on the 2022 IRSs, which are both determined to be effective as hedges, are reported in AOCI.
Contingent acquisition consideration
The inputs to the measurement of the fair value of contingent consideration related to acquisitions are Level 3 inputs. The fair value measurements were made using a discounted cash flow model; significant model inputs were expected future operating cash flows (determined with reference to each specific acquired business) and discount rates (which range from
Changes in the fair value of the contingent consideration liability comprises the following:
| 2022 | 2021 | |||||||
| Balance, January 1 | $ | $ | ||||||
| Amounts recognized on acquisitions | ||||||||
| Fair value adjustments (note 7) | ||||||||
| Resolved and settled in cash | ( | ) | ( | ) | ||||
| Other | ( | ) | ( | ) | ||||
| Balance, December 31 | $ | $ | ||||||
| Less: current portion | $ | $ | ||||||
| Non-current portion | $ | $ | ||||||
The carrying amounts for cash, restricted cash, accounts receivable, accounts payable, advisor loans, other receivables and accrued liabilities approximate their estimated fair values due to the short-term nature of these instruments, unless otherwise indicated. The carrying value of the Company’s Revolving Credit Facility and other short-term borrowings approximate their estimated fair value due to their short-term nature and variable interest rate terms. These fair value measurements use a net present value approach; significant model inputs were expected future cash outflows and discount rates which are Level 3 inputs within the fair value hierarchy.
The carrying amount and the estimated fair value of Senior Notes and Convertible Notes are presented in the table below. Interest rate yield curves, interest rate indices and market prices (Level 2 inputs within the fair value hierarchy) are used in determining the fair value of the Senior Notes and Convertible Notes.
| December 31, 2022 | December 31, 2021 | |||||||||||||||
| Carrying | Fair | Carrying | Fair | |||||||||||||
| amount | value | amount | value | |||||||||||||
| Senior Notes | $ | $ | $ | $ | ||||||||||||
| Convertible Notes | ||||||||||||||||
26. Commitments and Contingencies
| Purchase commitments | ||||
| Minimum contractual purchase commitments for the years ended December 31 are as follows: | ||||
| Year ended December 31, | ||||
| 2023 | $ | |||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Thereafter | ||||
| $ | ||||
Claims and Litigation
In the normal course of operations, the Company is subject to routine claims and litigation incidental to its business. Litigation currently pending or threatened against the Company includes disputes with former employees and commercial liability claims related to services provided by the Company. The Company believes resolution of such proceedings, combined with amounts set aside, will not have a material impact on the Company’s financial condition or the results of operations.
Contingencies associated with US government sponsored enterprises
Colliers Mortgage is a lender in the Fannie Mae DUS Program. Commitments for the origination and subsequent sale and delivery of loans to Fannie Mae represent those mortgage loan transactions where the borrower has locked an interest rate and scheduled closing and the Company has entered into a mandatory delivery commitment to sell the loan to Fannie Mae. As discussed in note 25, the Company accounts for these commitments as derivatives recorded at fair value.
Colliers Mortgage is obligated to share in losses, if any, related to mortgages originated under the DUS Program. These obligations expose the Company to credit risk on mortgage loans for which the Company is providing underwriting, servicing, or other services under the DUS Program. Net losses on defaulted loans are shared with Fannie Mae based upon established loss-sharing ratios, and typically, the Company is subject to sharing up to one-third of incurred losses on loans originated under the DUS Program. As of December 31, 2022, the Company has funded and sold loans subject to such loss sharing obligations with an aggregate unpaid principal balance of approximately $
Pursuant to its licenses with Fannie Mae, Ginnie Mae and HUD, Colliers Mortgage is required to maintain certain standards for capital adequacy which include minimum net worth and liquidity requirements. If it is determined at any time that Colliers Mortgage fails to maintain appropriate capital adequacy, the licensor reserves the right to terminate the Company’s servicing authority for all or some of the portfolio. At December 31, 2022, Colliers Mortgage was in compliance with all such requirements.
27. Related party transactions
As at December 31, 2022, the Company had $
See note 22 for discussion of the settlement of the Management Services Agreement between the Company and Jay S. Hennick, its CEO.
28. Revenue
Disaggregated revenue
Colliers has disaggregated its revenue from contracts with customers by type of service and operating segment as presented in the following table.
| Asia | Investment | |||||||||||||||||||||||
| Americas | EMEA | Pacific | Management | Corporate | Consolidated | |||||||||||||||||||
| Year ended December 31, | ||||||||||||||||||||||||
| 2022 | ||||||||||||||||||||||||
| Leasing | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Capital Markets | ||||||||||||||||||||||||
| E&D and Project management | ||||||||||||||||||||||||
| Property management | ||||||||||||||||||||||||
| Valuation and advisory | ||||||||||||||||||||||||
| IM - Advisory and other | ||||||||||||||||||||||||
| IM - Incentive Fees | ||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| 2021 | ||||||||||||||||||||||||
| Leasing | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Capital Markets | ||||||||||||||||||||||||
| E&D and Project management | ||||||||||||||||||||||||
| Property management | ||||||||||||||||||||||||
| Valuation and advisory | ||||||||||||||||||||||||
| IM - Advisory and other | ||||||||||||||||||||||||
| IM - Incentive Fees | ||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||
| Total Revenue | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
Revenue associated with the Company’s debt finance and loan servicing operations are outside the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”). In the year ended December 31, 2022, $
Contract balances
As at December 31, 2022, the Company had contract assets totaling $
As at December 31, 2022, the Company had contract liabilities (all current) totaling $
Certain constrained brokerage fees, outsourcing & advisory fees and investment management fees may arise from services that began in a prior reporting period. Consequently, a portion of the fees the Company recognizes in the current period may be partially related to the services performed in prior periods. Typically, less than 5% of brokerage revenue recognized in a period had previously been constrained and substantially all investment management incentive fees, including carried interest, recognized in the period were previously constrained.
29. Segmented information
Operating segments
Colliers has identified reportable operating segments. Three segments are grouped geographically into Americas, Asia Pacific and EMEA. The Investment Management segment operates in the Americas and EMEA. The groupings are based on the manner in which the segments are managed. Management assesses each segment’s performance based on operating earnings or operating earnings before depreciation and amortization. Corporate includes the costs of global administrative functions, the corporate head office and for the year ended December 31, 2021, also the settlement of the LTIA (see note 22).
Included in segment total assets at December 31, 2022 are investments in non-consolidated subsidiaries accounted for under the equity method: Americas $
| Asia | Investment | |||||||||||||||||||||||
| Americas | EMEA | Pacific | Management | Corporate | Consolidated | |||||||||||||||||||
| Year ended December 31, 2022 | ||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||
| Operating earnings (loss) | ( | ) | ||||||||||||||||||||||
| Equity earnings | ||||||||||||||||||||||||
| Other income, net | ( | ) | ||||||||||||||||||||||
| Interest expense, net | ( | ) | ||||||||||||||||||||||
| Income tax expense | ( | ) | ||||||||||||||||||||||
| Net earnings | $ | |||||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Total additions to fixed assets, intangible assets and goodwill | ||||||||||||||||||||||||
| Asia | Investment | |||||||||||||||||||||||
| Americas | EMEA | Pacific | Management | Corporate | Consolidated | |||||||||||||||||||
| Year ended December 31, 2021 | ||||||||||||||||||||||||
| Revenues | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||||||||
| Operating earnings (loss) | ( | ) | ( | ) | ||||||||||||||||||||
| Equity earnings | ||||||||||||||||||||||||
| Other income, net | ||||||||||||||||||||||||
| Interest expense, net | ( | ) | ||||||||||||||||||||||
| Income tax expense | ( | ) | ||||||||||||||||||||||
| Net earnings | $ | ( | ) | |||||||||||||||||||||
| Total assets | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| Total additions to fixed assets, intangible assets and goodwill | ||||||||||||||||||||||||
Geographic information
Revenues in each geographic region are reported by customer locations except for Investment Management where revenues are reported by the location of the fund management.
| GEOGRAPHIC INFORMATION | ||||||||
| 2022 | 2021 | |||||||
| United States | ||||||||
| Revenues | $ | $ | ||||||
| Total long-lived assets | ||||||||
| Canada | ||||||||
| Revenues | $ | $ | ||||||
| Total long-lived assets | ||||||||
| Euro currency countries | ||||||||
| Revenues | $ | $ | ||||||
| Total long-lived assets | ||||||||
| Australia | ||||||||
| Revenues | $ | $ | ||||||
| Total long-lived assets | ||||||||
| United Kingdom | ||||||||
| Revenues | $ | $ | ||||||
| Total long-lived assets | ||||||||
| China | ||||||||
| Revenues | $ | $ | ||||||
| Total long-lived assets | ||||||||
| Other | ||||||||
| Revenues | $ | $ | ||||||
| Total long-lived assets | ||||||||
| Consolidated | ||||||||
| Revenues | $ | $ | ||||||
| Total long-lived assets | ||||||||