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Operator: Welcome to the Colliers International First Quarter Investors Conference Call. Today’s call is being recorded. Legal counsel requires us to advise that the discussion scheduled to take place today may contain forward-looking statements that involve known and unknown risks and uncertainties, actual results may be materially different from any future results, performance, or achievements contemplated in the forward-looking statements. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in the company’s annual information form as filed with the Canadian Securities Administrators and in the company’s Annual Report on Form 40-F as filed with the U.S. Securities and Exchange Commission.

As a reminder, this call is being recorded today, May 2, 2023. And at this time for opening remarks and introductions, I would like to turn the call over to the Global Chairman and Chief Executive Officer, Mr. Jay Hennick. Please go ahead, sir.

Jay Hennick: Thank you, operator. Good morning and thanks for joining us for this first quarter conference call. I’m Jay Hennick, Chairman and Chief Executive Officer of the company and with me today is Christian Mayer, Chief Financial Officer. As always, this call is being webcast and is available on the Investor Relations section of our website, along with the presentation slide deck. During our seasonally slow first quarter, Investment Management and Outsourcing & Advisory delivered robust growth. Leasing was up slightly and as expected Capital Markets declined considerably in line with overall market conditions. Since our initial outlook 90-days ago, we’ve seen higher interest rates and challenging debt markets impact transaction volumes.

Now with the additional stress on the banking system and increasing limitations on debt availability, there is more uncertainty around property valuations. Until these factors become more predictable, we expect the level of transaction activity to remain low. Let’s remember, Colliers has chosen to provide an outlook, unlike most others. We do this to give our shareholders our best estimate, as — at any given point in time and we like to do this, especially in challenging times like we’re seeing now. If you step back, not much has really changed in our outlook for the full-year, as you’ll hear from Christian. Putting aside Capital Markets, the momentum from the rest of our business is very strong. Revenues from Investment Management and Outsourcing & Advisory increased 40% and 13% respectively in our slowest quarter and together these segments now represent more than 60% of our overall adjusted EBITDA.

Having such a large proportion of our earnings coming from these revenue streams highlights the transformation of Colliers into a much more balanced diversified, and resilient company. After quarter end, we continue to build our global business by completing acquisitions in Australia and New Zealand and our Engineering and Design, and Project Management segments. In addition, we announced the early redemption effective June 1 of this year of our outstanding 4% convertible notes. Eliminating these notes reduces our interest costs and simplifies our balance sheet even further. Shareholders know that Colliers has seized its greatest opportunities during challenging times. Higher interest rates and tighter access to capital, really gives us a tremendous advantage in completing acquisitions and recruiting key professionals and leaders and in scaling our newer growth engines, all of which transit translates into additional value for our shareholders.

With that said, I’ll now turn things over to Christian for a financial overview. Christian?

Christian Mayer: Thank you, Jay, and good morning. Please note that all references to revenue growth are expressed in local currency. And that the non-GAAP measures we will discuss today are as defined in the materials accompanying the call. Revenues for our seasonally slow first quarter were $966 million, down 1% relative to the prior-year quarter, which as a reminder, was an exceptional quarter for our transactional business. Our recurring Investment Management and Outsourcing & Advisory service lines generated strong growth, up 40% and 13% respectively. Leasing revenues were up 2%, benefiting from continuing activity in Industrial and Alternative Asset Classes. As expected, Capital Markets declined sharply in line with overall market conditions, continuing the trend that started last fall.

On an overall basis, internal revenues declined 9% entirely on lower transaction volumes. First quarter adjusted EBITDA was $105 million relative to $121 million one year ago, with margins at 10.8% versus 12.1% in the prior-year quarter. The margin reduction is attributable to the decline in Capital Markets volume, partially offset by growth in our higher margin Investment Management operations, as well as aggressive cost controls across the company. Americas revenues were $582 million down 8% relative to the prior period. Outsourcing and Advisory was up 9%, driven by engineering and design, including recent acquisitions. Leasing activity was up 1%. Capital Markets including debt origination was down 41%. Adjusted EBITDA was $54 million, down 33% from last year.

The margin in the Americas was 9.3%, down 330 basis points, due to the slowdown in Capital Markets. EMEA, first quarter revenues were $143 million, down 2% versus the prior year period. Outsourcing and Advisory revenues were up 27%, but were offset by reduced capital markets transaction volume. Our EMEA transactions business has greater fixed costs than transaction operations in other parts of the world and in normal times also generates higher margins. However, the significant decline in volume for the seasonally slow first quarter drove an adjusted EBITDA loss of $11 million versus the profit of $5 million last year. In the Asia-Pacific region, revenues were $120 million, up 7%. Leasing revenues increased significantly in both industrial and office asset classes.

However, Capital Markets was down 26% given market conditions. This region is showing promising signs of recovery year-over-year after that pandemic era restriction that extended into last year. Adjusted EBITDA was $8 million relative to $10 million in the prior year quarter. First quarter Investment Management revenues were $121 million, up 96% excluding pass-through carried interest, driven by acquisitions and management fee growth from increased assets under management year-over-year. Adjusted EBITDA for the quarter was $55 million more than double the prior-year quarter. Assets under management at quarter end was $97.6 million, down slightly relative to year-end. Asset values in our portfolios of primarily alternative and infrastructure assets were down modestly and mostly offset by net capital inflows from investors during the quarter.

Like overall market sentiment, the fund-raising environment for most asset classes remained challenging during the first quarter. However, given the alternative and infrastructure focus of our investment strategies, we believe fundraising will accelerate in the second-half of the year. We expect overall AUM growth of about 10% for the full-year. Our financial leverage ratio at quarter end, defined as net debt to proforma adjusted EBITDA was 2.2 times, which reflects acquisitions completed during 2022, as well as seasonal working capital usage. Absent any further acquisitions, we expect our leverage to decline to around 1.8 times by year-end. Last week, we took the opportunity to increase credit availability under our revolving credit facility to $1.75 billion giving us more than $800 million of total liquidity for opportunities to strengthen and expand our business.

Back in early February, we provided our initial outlook for 2023. Since then, a significant banking crisis has occurred, availability of credit has tightened further and the level of uncertainty around asset valuations has increased, causing us to revise our outlook for the year. We now expect lower volumes in our transactional business to persist for the remainder of the year. We expect capital markets to be down 30% to 40% for the second quarter with year-over-year comparisons becoming more favorable in the third and fourth quarters. We expect modest — sorry, we expect robust revenue growth to continue in our recurring service lines, Investment Management and Outsourcing & Advisory. We will also continue to be vigilant on cost control across our company.

Overall adjusted EBITDA should be up between 6% and 14% and adjusted earnings per share should be down slightly, to up slightly versus prior-year, on higher interest costs, as well as the impact of a larger proportion of earnings coming from non-wholly-owned operations. That concludes my prepared remarks, I would now like to open the call for questions. Operator, can you please open the line?

Operator: Thank you, ladies and gentlemen. We will now begin the question-and-answer session. Your first question comes from Chandni Luthra with Goldman Sachs. Please go ahead.

Chandni Luthra: Hi, good morning. Thank you for taking my question. I’d like to start with the 10.8% margin that you reported in the quarter. We understand that things got very difficult, starting with events as the banking industry on March 8, 9, 10. Basically one week into March, but the truth is that sizable part of the quarter was already done by then. So help us understand how was the business especially margins trending before March 8? And how much was, sort of, the margin decline attributed to events after March 8? And how do you figure EMEA and all this? Because nothing changed significantly in EMEA, so help us understand that dynamic, please.

Christian Mayer: Hi, Chandni. It’s Christian here and thanks for the question. As you know, Q1 is our seasonally slow quarter in Capital Markets and in Leasing as well. The Capital Markets revenue impacts were pronounced in the quarter really throughout the quarter and you got to realize that we released our outlook in the first week of February and some of these things we’re developing throughout the quarter. Of course, the banking crisis was with later in the quarter, but these are factors that we are developing through the quarter. And as a result of our — the seasonally slow quarter, as well as the revenue impacts, which are more pronounced in that seasonal slow quarter, especially in EMEA that had a significant impact on our margin.

And secondly, I would also to continue the question about margin impacts. In the second, third, and fourth quarters, we will have higher baseline revenues, even if they’re down year-over-year. So we expect to have higher margins in those quarters. We’re also — as I mentioned in my prepared remarks, impact — implementing cost control actions that will have a significant impact on our margin for the balance of the year.

Chandni Luthra: So I guess for my second question, I would like to sort of dig deeper into that 2Q to 4Q where you do have margins — implied margin at (ph) based on the guide. Like given your second quarter Capital Markets is down just as much as first quarter and there obviously economic uncertainty that you talked about for the back half of the year. Like how do you get comfortable around that implied margin improvement from here? And what sort of cost cuts are you embedding? How much of it is in — is there any headcount reduction? What are the other costs measures? How much of it is in Europe versus how much of it is in Americas? If you could throw any more detail there, it would be very helpful.

Christian Mayer: Sure, Chandni. I mean, just let me reiterate the point around the higher level of baseline revenues in Capital Markets and in leasing, in the second, third, and fourth quarters. That will have a direct impact on the margin from those businesses, for those future quarters even if revenues are down significantly as we expect they will be at least in the second quarter. The cost control actions we have taken across the company have been pretty significant, in particular around non-revenue producing head count. We continue to be actively looking for and recruiting revenue producing head count. That is our goal to grow the business. But certainly, non-revenue increasing headcount has been an area of focus, as has discretionary spend, as has reduction of office space and as has efficiency improvements. And on a full-year basis, we would expect that would impact 2% — have a 2% impact on our full-year margin.

Chandni Luthra: Great, thank you.

Operator: Your next question comes from Michael Doumet with Scotia Bank. Please go ahead.

Michael Doumet: Hey, good morning, guys. Maybe, I guess another way to get around the last couple of questions. If I step back and look at the 2023 EBITDA guide and I believe last quarter you highlighted that M&A would contribute about $75 million of rollover EBITDA in 2023? So, that puts organic EBITDA for ‘23 at $705 million. Now it looks like the organic EBITDA declined by $25 million at $30 million in Q1 alone, which already puts you at the low-end of the 2023 guidance. So is the expectation that on a whole, organic EBITDA declines in Q2? But in the second-half, it starts to increase again just trying to break those numbers down a little bit.

Christian Mayer: Yes, Michael, that’s a good question. Certainly Q2, we will have some organic EBITDA declines. As I mentioned a 30% to 40% decline in Capital Markets, revenues is going to drive — is going to have an impact on our organic EBITDA that we generate. And now, looking ahead to the second half of the year, the comparisons get considerably easier. In particular, Q4 which is the seasonal high quarter in the capital markets business, and if you recall last fall, that business segment of ours was down 40% year-on-year. So depending on how conditions improved in the fourth quarter that will have an impact on the overall margin profile and the organic EBITDA profile.

Michael Doumet: Got it. So its embedded in the guide. I guess, in the second-half as you have moderating Capital Markets declined and increasing organic growth in Investment Management. And one of your comments, Christian. I think you commented that you expect AUM and IM to grow about 10%. What gives you the visibility or the confidence that that could happen through the balance of the year?

Christian Mayer: We have active fund raising that is ongoing in our operations, maybe Jay can comment further on that. But certainly it’s a — we have infrastructure oriented funds that are in the market, our alternative funds are in the market. We think there is capital in investor’s hands that needs to be deployed, and we believe in the second-half that’s going to start to create opportunities for us.

Jay Hennick: Yes. And the nature of course of our Investment Management business with alternative asset classes needs based assets, et cetera. If our fundraising for the first quarter although soft was better than most. And the number of people that are — number of potential investors is higher now than ever before, especially in our asset classes. There’s just more of a delay in allocating capital. So, we are cautiously optimistic, but probably more optimistic than cautiously that towards the second, third, and fourth quarter will have a significant uptick in funds raised. We have a significant distribution capability across the board. And we’ve had excellent meetings, especially during these kinds of times. So I think the outlook, which is the question you have around assets under management at the end of the year, being up say 10% over last year. I think that that is hopefully a conservative estimate of where we’ll end up.

Michael Doumet: Really interesting and maybe just to squeeze a follow-up. For the Q1, AUM flat sequentially. Anyway, you can break down fundraising, redemption and maybe the value or the change in value of the assets?

Christian Mayer: Yes. They’re all very modest, Michael. I mean, it’s — if you’re talking about half a point — three quarters of a point in each all very modest.

Michael Doumet: Okay, perfect. Thanks very much guys.

Operator: Your next question comes from Stephen MacLeod with BMO Capital Markets. Please go ahead.

Stephen MacLeod: Thank you. Good morning, guys. Lots of great color on what you’re seeing in the marketplace right now. But I’m just curious, if what you’re hearing from your clients and potential clients, who are sort of taking a pause on transaction activity. What are you hearing from them in terms of what they would like pent-up demand as they get into 2024? Are you hearing any color around that from your clients?

Jay Hennick: Well, that’s a great question. We’ve got tons of color around that. I mean, everybody is talking about it, there’s all kinds of town halls, there’s all kinds of industry events that are talking about this very issue. There is huge appetite, both buyers and sellers to buy assets and we see it more so in our business than probably many of our peers, because in our investment management arm every year, we’re looking to divest certain assets and buy other assets and have allocations to do both. And so there is tremendous appetite to buy and sell. The problem is that we’ve alluded to a couple of times in our prepared remarks, is how do you value some of these assets? How do you value them? And it’s not just higher interest rates, it’s availability of capital.

And it’s also the negative sentiment that some people have around mortgages that will come due in the near-term. So there’s a lot of — let’s call it, headwinds in this entire industry. But capital markets transactions are happening and we continue to think that they will happen more and more as the year goes on, because the best assets are being purchased primarily for cash or very low debt levels, because debt is just not available. And you know the comments earlier in our prepared remarks around the new realities. We all read the paper, this is crystal clear. I hate to say it, but any moron should know that this is what happens out there. And — but we are in the business of helping to make transactions happen. And we think that as things stabilize, they will happen and they will happen quickly.

But it’s just not there yet. Stephen?

Stephen MacLeod: Okay, that’s great color. Thanks, Jay. And then just around the EMEA business. You made an interesting point Christian about the higher proportion of fixed costs in EMEA. Is there a way to kind of quantify what — like what impact that would have had to the EMEA business relative to the Americas? Where the cost structure is much more flexible, like I guess would you expect to see that, kind of, pressure continuing in EMEA before transactions begin to pick back up?

Christian Mayer: Yes, I mean, Stephen. The EMEA business was especially, I know especially challenging Capital Markets in the first quarter down 55% year-on-year. We don’t expect that, kind of, a variance to continue that type of a year-over-year variance to continue and certainly, as we go through the year, we should be able to exceed that fixed cost base and generate profitability there, that’s our expectation. And in terms of the Americas, it is different in the Americas, we have a highly variable cost structure in the Americas. Our revenue producers are fully commission-based and that is — drives the difference between EMEA and the Americas.

Jay Hennick: But notwithstanding all that strong businesses in the U.S. and in Europe. I mean, our business in Europe is very strong. Christian mentioned the compensation structure, it’s more of an investment banking type compensation structure, where there’s very modest salaries and then a profit sharing in the success over the course of the year. And during the first quarter, revenues are naturally lower and progressively go up over time. So that’s why we are highly confident that, that margin will change as the year progresses in EMEA, as an example. And if you take a look at our business in Asia Pac, we did very well relative to the other parts of the industry. I think in our Asia-Pac business across the board, now we were helped somewhat because the prior year, China was virtually closed down. So lots of moving pieces, but we think exceptional platforms and raring to go as the markets change.

Stephen MacLeod: Great. Okay, thanks guys. I’ll get back in line.

Operator: Your next question comes from Daryl Young with TD Securities. Please go ahead.

Daryl Young: in challenging markets, would you see the $65 million EBITDA bogey is still achievable? Just given what’s transpired on the capital market side?

Christian Mayer: Daryl, it’s Christian here. I think we missed the first five seconds of your question and just the line was quiet. Do you repeat it?

Daryl Young: Sorry. Yes, just some of the commentary you made around the opportunities for acquisitions in this disruptive environment. And the question is, do you still see the $65 million of acquired EBITDA as achievable this year?

Christian Mayer: Well, we set a goal. As you know, we set a goal of growing 10% of the prior year’s EBITDA on average over five years. Last year, we tripled that number may be more than tripled that number. So and as you can see, we in the process built a very significant Investment Management and Outsourcing & Advisory segment. So we have a very interesting pipeline of transactions. I’m not — we’re not pushing to do another year of $60 million of EBITDA in acquisitions. Unless there is something special out there and there are a few things. And I think that the markets will allow us to take advantages we have in the past of some unique additions to strengthen our business. But where they’re going to be and what it will total by year-end, I can’t really predict that right now.

But what I can predict is that there’s fewer people in the market buying businesses. That’s impossible to get financing to buy those businesses, so PE is on the sidelines and it creates a great opportunity for somebody like us that has — I wouldn’t say, unlimited access to capital, but a lot of capital availability to really add an interesting part of our business, when it’s right. But we’re not going to do something as you would expect, Daryl. We’ve never done this before. We’re only going to buy things that we think are special and are going to add to what we think is a special company.

Daryl Young: Got it. Okay. And then secondly, just with some of the challenges in the office segment. Could you maybe highlight for us what opportunities you’re seeing out of that? And maybe they are in different service lines beyond just the capital markets transactions, but just what this level of disruption is doing in terms of your other advisory services?

Jay Hennick: Yes. So the office environment and we typically don’t really comment specifically on any asset class. But there’s a lot of people talking about the office environment and office utilization and return to office and what does that mean to old buildings versus new buildings and you’re hearing that, that in new and newer buildings you know the quality of the buildings are such that they are able to generate higher rents per square foot than the lesser quality buildings, those are all the factors that we see. And interestingly, on the investment management side, our Rockwood Capital business is actively working with one or two office owners in New York to repurpose very significant and well-known buildings into multifamily residential.

Those are long-term projects probably four or five years to get completed. So the whole office market is going through a flux right now. And you know, it’s to say, it’s uncertain. It’s probably the best way to conclude, because each building is different, the locations of the building, the age of the building, all of those things are different. And we will have an impact on the ultimate value of the business and/or how much people want to invest to repurpose that building to a more desired location. I hope that gives you the color you want.

Daryl Young: Yes. That’s helpful, I’ll jump back in the queue, turn it over. Thanks for your comments.

Operator: Your next question comes from Stephen Sheldon with William Blair. Please go ahead.

Stephen Sheldon: Hey, thanks for taking my questions. Just a couple modeling ones and the first one, just as we think about the changes to the 2023 guidance. Can you guys frame what you’ve layered in for the two recent acquisitions in Australia, New Zealand for adjusted EBITDA. And then, apologies if I missed this, but also what’s the total expected inorganic M&A contribution for the year now, kind of, relative to the — I believe you guided to $75 million last quarter. Just any color on those two?

Christian Mayer: Stephen, the acquisition in New Zealand and Australia are what we consider tuck-in acquisitions, so pretty small impact on revenue and EBITDA for the year and likewise on purchase price for those two acquisitions. In terms of the acquisition proforma impact for the next three quarters, it’s around $40 million of EBITDA that we expect to add from completed acquisitions.

Stephen Sheldon: Okay, perfect. And then, just wanted to ask about interest expense over the rest of the year, given the early redemption is $23 million this quarter. I guess, so how should we expect that to trend over the rest of the year barring any significant surprises from the Fed?

Christian Mayer: Yes, I mean. Interest expense in the first quarter is obviously, significantly higher than it wasn’t Q1 of last year, given the acquisition activity, we undertook as well as the pretty much 200 basis point increase in floating rates year-on-year. For that 40% piece of our debt that is fixed — sorry, that is floating. So as we look ahead, the redemption of the converts will reduce interest expense by about $2.5 million or $2.2 million per quarter. Going forward, floating rates continue to rise, so that’s going to be an impact for the rest of the year a little bit. And then of course, we will generate cash flow, we’ll be paying down revolver balances as we proceed through the year. So that’s going to have a reducing impact on interest expense. So a bunch of moving parts there, Stephen. But certainly the Q1 interest, you can take that and, kind of, build from there using the elements I mentioned.

Stephen Sheldon: Okay, great. Thank you.

Operator: Your next question comes from Frederic Bastien with Raymond James. Please go ahead.

Frederic Bastien: Good morning, guys.

Jay Hennick: Hi, Fred.

Frederic Bastien: Just wanted to go back on the guidance here. Your prepared comments about the remainder of 2023 were understandably more cautious than they were in the middle of February yet. Your revised financial outlook implies largely unchanged EBITDA guidance for the rest of the year. So just curious, why did you decide to hold the line here and maybe not go a bit more conservative with respect to the guidance?

Jay Hennick: I don’t — you’re going in and out a little thread, so I didn’t hear the whole question, Christian didn’t either. So we don’t know if it fits our mind, so can you try that again?

Frederic Bastien: Sure, I’ll speak up. I apologize, if I cut that. Your prepared comments about the remainder of 2023 were understandably more cautious then they were in the middle of February yet. Your revised financial outlook implies largely unchanged EBITDA guidance for the rest of the year. So just curious why you decided to hold the line for the rest of the year and maybe go down a bit more conservatively and point for slightly lower EBITDA, just curious what your thoughts there?

Jay Hennick: So let’s start with — you know, we are sorry, we give guidance today, this quarter. But Christian maybe you have the answer he is looking for there. But…

Christian Mayer: Yes, we have. I think dialed back our guidance a little bit that certainly Frederic, you’re right that the Q1 piece of it is a large component of the change in the guide. Look, we build our guidance from the bottom up. We talk to our operators in the field and all of our businesses. The recurring businesses, much more easy to predict and of course the capital markets business the most difficult to predict. But we do have good information from the field and we do have pipelines of activity that we expect will be completed here in the back half of the year, and we also have the fact that the comparatives get meaningfully less challenging in Q3 and Q4. So as I mentioned in Q4 of ‘22 was down 40% in Capital Markets. So that will be relatively — we believe a relatively easy comparison and as such less risk in terms of down a year-over-year basis in that quarter.

Frederic Bastien: Okay, thanks for that. Now, just turning to Outsourcing and Advisory you had nice topline growth of 13% are you able to break down that percentage in between internal maybe comment on how well the business is running from an organic standpoint?

Jay Hennick: Yes, Frederic. We don’t provide that breakdown, but there were some acquisitions and there are smaller ones.

Frederic Bastien: And how is the business going? confident with the revenue profile you’re generating in growth?

Jay Hennick: Yes. No, absolutely, I mean, the businesses engineering design, project management, property management, all performing very well through these times and we expect that to continue for the balance of the year for sure.

Christian Mayer: Yes, we’re very excited about that. We’re very excited about our outsourcing and advisory business and expect to see the same level of growth or better as the year progresses.

Frederic Bastien: Thank you.

Operator: Your next question comes from Daryl Young with TD Securities. Please go ahead.

Daryl Young: Yes, just a quick follow-up in terms of some of the opportunities for market share wins in this environment, would you say that you’re seeing an increasing number of smaller players in the industry approach, you would look to partner with diversified platforms? And do you expect to see some of the long-term consolidation trends towards large diversified players accelerate today?

Jay Hennick: That’s a great question. We get approached all the time from the big players. And — but we have continued to focus on just building our platform one step at a time like the Nordics acquisitions last year. We’ve got another couple of similar ones that we’re working on now. None of them material, but all of them are additive in their own regions quite significantly. So you might — I am using the Nordics as an example. We’re now the number one player in the Nordics, but we have a big gap around property management in that region. We don’t do it very much. We do it in some markets, not in other markets. Leasing is a strong part of the business in one area of the business, but not in another. So all of those become opportunities for us to strengthen these significant chunks of our business, whether through acquisition or as we call it an aqua-hire and in times like these, they are perfect for both for a whole variety of reasons.

But some of them are that some of our peers are themselves having difficulties, financial difficulties, too much leverage, a whole variety of things like that. And Colliers seems to be the natural choice across the world and we’re very proud of that. And as I’ve said before to you, it comes down to culture and it comes down to having a lot of people that have a vested interest in the business. And that creates a momentum that is attracting some of the best talent out there. So we’re quite excited about that and really going through challenging times, as when you can sometimes make two steps at a time instead of one step at a time and we’re looking forward to doing a few of those.

Daryl Young: Got it. That’s great. Thanks very much.

Operator: There are no further questions at this time. Please proceed.

Jay Hennick: Thank you everyone for participating in the conference call. We look forward to delivering some hopefully better results in the second quarter and speak to you then. Thank you again.

Operator: Ladies and gentlemen, this concludes your conference call. Thank you for your participation and have a nice day.