Colliers Reports Second Quarter Results

Diversified business model fuels outperformance Second quarter and year to date operating highlights:     Three months ended   Six months ended     June 30   June 30 (in millions of US$, except EPS)   2025     2024     2025     2024                           Revenues $ 1,347.6   $ 1,139.4   $ 2,488.8   $ 2,141.3 Net Revenues (note 1)   1,185.9     1,018.0     2,179.6     1,908.7 Adjusted EBITDA (note 2)   180.2     155.6     296.3     264.3 Adjusted EPS (note 3)   1.72     1.36     2.59     2.13                           GAAP operating earnings   99.2     114.7     130.8     158.1 GAAP diluted net earnings (loss) per share   0.08     0.73     0.00     0.99 TORONTO, July 31, 2025 (GLOBE NEWSWIRE) -- Colliers International Group Inc. (NASDAQ and TSX: CIGI) (“Colliers” or the “Company”) today announced financial results for the second quarter ended June 30, 2025. All amounts are in US dollars. Second quarter consolidated revenues were $1.35 billion, up 18% (17% in local currency), net revenues were $1.19 billion, up 16% (16% in local currency) and Adjusted EBITDA (note 2) was $180.2 million, up 16% (15% in local currency) compared to the prior year quarter. Consolidated internal revenue growth measured in local currencies was 4% (note 5) versus the prior year quarter. Adjusted EPS (note 3) was $1.72, an increase of 26% over the prior year quarter. Adjusted EPS would have been approximately $0.01 lower excluding foreign exchange impacts. GAAP operating earnings were $99.2 million compared to $114.7 million in the prior year quarter. The GAAP diluted net earnings per share were $0.08 compared to $0.73 in the prior year quarter. Second quarter GAAP diluted net earnings per share would have been approximately $0.01 lower excluding foreign exchange impacts. For the six months ended June 30, 2025, revenues were $2.49 billion, up 16% (17% in local currency), net revenues were $2.18 billion, up 14% (15% in local currency) and adjusted EBITDA (note 2) was $296.3 million, up 12% (12% in local currency) versus the prior year period. Consolidated internal revenue growth measured in local currencies was 4% (note 5) versus the prior year period. Adjusted EPS (note 3) was $2.59, up 22% from $2.13 in the prior year period. Adjusted EPS would have been approximately $0.01 lower excluding foreign exchange impacts. The GAAP operating earnings were $130.8 million compared to $158.1 million in the prior year period, with the prior year favourably impacted by the reversal of contingent consideration expense related to an acquisition. The GAAP diluted net loss per share was nil compared to diluted net earnings per share of $0.99 in the prior year period. The GAAP diluted net earnings per share would have been approximately $0.01 lower excluding foreign exchange impacts. Over the past 12 months, 71% of the Company’s earnings came from recurring revenues. During the same period, free cash flow (note 4) was converted at a rate of 98% of adjusted net earnings – a strong performance and well in line with the Company’s target range. “We exceeded expectations with our strong second quarter results, showcasing the exceptional performance of our Engineering division,” stated Jay S. Hennick, Chairman & CEO of Colliers. "Our long-term strategy to build a diversified professional services and investment management company with high-quality, recurring revenue streams is clearly paying off. All three of our growth engines – Real Estate Services, Engineering, and Investment Management – demonstrated solid momentum this quarter, driven by organic growth, new revenue pipelines, and strategic acquisitions. We anticipate this positive trend to continue throughout the year, prompting us to raise our annual outlook despite ongoing macroeconomic uncertainties.” “Last week, we announced the rebranding of our Investment Management division as Harrison Street Asset Management (“Harrison Street”), reflecting the strength and global recognition of the Harrison Street brand. We also expanded our leadership team, appointing Co-Founder Christopher Merrill as Global CEO, along with Zach Michaud and Stephen Gordon as Managing Partners & Global CFO and COO, respectively. These changes position us to further scale our platform, unlock new opportunities and position ourselves for further value creation. This week’s acquisition of a 60% stake in RoundShield Partners, a leading European credit platform with $5 billion in assets under management, further expands our credit, student housing and hospitality capabilities. In addition to RoundShield, we also completed four tuck-in acquisitions in Engineering and two in Real Estate Services.” “With a 30-year track record of disciplined growth, visionary leadership, and three strong, high value growth engines, Colliers is a different kind of company that is exceptionally well-positioned to seize new opportunities and deliver enduring value for our shareholders,” Hennick concluded. About Colliers Colliers (NASDAQ, TSX: CIGI) is a global diversified professional services and investment management company. Operating through three industry-leading platforms – Real Estate Services, Engineering, and Investment Management – we have a proven business model, an enterprising culture, and a unique partnership philosophy that drives growth and value creation. For 30 years, Colliers has consistently delivered approximately 20% compound annual returns for shareholders, fuelled by visionary leadership, significant inside ownership and substantial recurring earnings. With over $5.0 billion in annual revenues, a team of 24,000 professionals, and more than $100 billion in assets under management, Colliers remains committed to accelerating the success of our clients, investors, and people worldwide. Learn more at corporate.colliers.com, X @Colliers or LinkedIn. Segmented Second Quarter Results Real Estate Services revenues totalled $785.4 million, up 4% (up 4% in local currency) versus the prior year quarter. Net revenues were $730.8 million, up 5% (up 4% in local currency). Capital Markets revenues were up 17% (16% in local currency) with solid growth across all asset classes, led by the US, Western Europe and debt finance. Leasing revenues declined 5% (5% in local currency) globally and were impacted by tariff-driven uncertainties especially in industrial, which more than offset robust growth in office leasing. Outsourcing revenues were up 6% (6% in local currency) with growth across all services. Adjusted EBITDA was $87.0 million, down 1% (1% in local currency) on revenue mix as well as continued investments in recruiting. The GAAP operating earnings were $66.9 million, relative to $64.3 million in the prior year quarter. Engineering revenues totalled $436.0 million, up 67% (65% in local currency) compared to the prior year quarter. Net revenues (excluding subconsultant and other direct costs) were $337.3 million, up 73% (70% in local currency) driven by the favourable impact of recent acquisitions and strong internal growth. Adjusted EBITDA was $46.3 million, up 145% (142% in local currency) over the prior year quarter, with margin expansion driven equally by acquisitions and improved productivity and efficiency in core operations. The GAAP operating earnings were $19.2 million relative to $9.6 million in the prior year quarter. Investment Management revenues were $126.1 million, flat (flat in local currency) relative to the prior year quarter. Net revenues (excluding pass-through performance fees) were $117.7 million, down 7% (down 7% in local currency) impacted by catch-up fees recognized in the prior year quarter. Adjusted EBITDA was $50.0 million, down 1% (down 1% in local currency) compared to the prior year quarter. GAAP operating earnings were $29.3 million in the quarter versus $55.0 million in the prior year quarter, with the prior year quarter impacted by a reversal of contingent acquisition consideration expense. AUM was $103.3 billion as of June 30, 2025 up from $100.3 billion at the end of the first quarter on solid fundraising, strong capital deployment activity and modest valuation increases during the quarter. Including RoundShield, proforma AUM is approximately $108 billion. Unallocated global corporate costs as reported in Adjusted EBITDA were $3.1 million relative to $1.9 million in the prior year quarter. The corporate GAAP operating loss was $16.2 million compared to $14.2 million in the prior year quarter. Updated 2025 Outlook The Company is updating and increasing its outlook for 2025 to reflect year to date operating results and the partial year impact of completed acquisitions, including RoundShield. On a consolidated basis, low-teens percentage revenue growth (previously high single-digit to low teens), mid-teens Adjusted EBITDA growth (previously low-teens) and mid to high-teens Adjusted EPS growth (previously low-teens) are expected.  The outlook remains contingent on (i) lower global trade uncertainty, and (ii) lower interest rate volatility in the second half of the year. The outlook drivers by segment have been updated accordingly and are discussed in the accompanying earnings call presentation. The financial outlook is based on the Company’s best available information as of the date of this press release, and remains subject to change based on numerous macroeconomic, geopolitical, international trade, health, social and related factors. The outlook does not include future acquisitions. Conference Call Colliers will be holding a conference call on Thursday, July 31, 2025 at 11:00 a.m. Eastern Time to discuss the quarter’s results. The call will be simultaneously web cast and can be accessed live or after the call at corporate.colliers.com in the Events section. Forward-looking Statements This press release includes or may include forward-looking statements. Forward-looking statements include the Company’s financial performance outlook and statements regarding goals, beliefs, strategies, objectives, plans or current expectations. These statements involve known and unknown risks, uncertainties and other factors which may cause the actual results to be materially different from any future results, performance or achievements contemplated in the forward-looking statements. Such factors include: economic conditions, especially as they relate to commercial and consumer credit conditions and consumer spending, particularly in regions where the business may be concentrated; commercial real estate and real asset values, vacancy rates and general conditions of financial liquidity for real estate transactions; trends in pricing and risk assumption for commercial real estate services; the effect of significant movements in capitalization rates across different asset types; a reduction by companies in their reliance on outsourcing for their commercial real estate needs, which would affect revenues and operating performance; competition in the markets served by the Company; the ability to attract new clients and to retain clients and renew related contracts; the ability to attract new capital commitments to Investment Management funds and retain existing capital under management; the ability to retain and incentivize employees; increases in wage and benefit costs; the effects of changes in interest rates on the cost of borrowing; unexpected increases in operating costs, such as insurance, workers’ compensation and health care; changes in the frequency or severity of insurance incidents relative to historical experience; the effects of changes in foreign exchange rates in relation to the US dollar on the Company’s Canadian dollar, Euro, Australian dollar and UK pound sterling denominated revenues and expenses; the impact of pandemics on client demand for the Company’s services, the ability of the Company to deliver its services and the health and productivity of its employees; the impact of global climate change; the impact of political events including elections, referenda, trade policy changes, immigration policy changes, hostilities, war and terrorism on the Company’s operations; the ability to identify and make acquisitions at reasonable prices and successfully integrate acquired operations; the ability to execute on, and adapt to, information technology strategies and trends; the ability to comply with laws and regulations, including real estate investment management and mortgage banking licensure, labour and employment laws and regulations, as well as the anti-corruption laws and trade sanctions; and changes in government laws and policies at the federal, state/provincial or local level that may adversely impact the business. Additional information and risk factors identified in the Company’s other periodic filings with Canadian and US securities regulators are adopted herein and a copy of which can be obtained at www.sedarplus.ca. Forward looking statements contained in this press release are made as of the date hereof and are subject to change. All forward-looking statements in this press release are qualified by these cautionary statements. Except as required by applicable law, Colliers undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Summary unaudited financial information is provided in this press release. This press release should be read in conjunction with the Company's consolidated financial statements and MD&A to be made available on SEDAR+ at www.sedarplus.ca. This press release does not constitute an offer to sell or a solicitation of an offer to purchase an interest in any fund. Colliers International Group Inc. Condensed Consolidated Statements of Earnings (Loss) (in thousands of US$, except per share amounts)           Three months     Six months           ended June 30     ended June 30 (unaudited)     2025       2024       2025       2024   Revenues   $ 1,347,649     $ 1,139,368     $ 2,488,819     $ 2,141,348                                 Cost of revenues     798,064       687,062       1,486,554       1,293,307   Selling, general and administrative expenses     372,657       302,934       720,950       602,894   Depreciation     18,703       15,460       37,350       30,882   Amortization of intangible assets     42,983       34,385       87,738       69,471   Acquisition-related items (1)     16,059       (15,221 )     25,440       (13,281 ) Operating earnings     99,183       114,748       130,787       158,075   Interest expense, net     15,515       19,376       38,063       39,248   Equity earnings from non-consolidated investments     (3,318 )     (796 )     (7,052 )     (1,232 ) Other income     (2,229 )     (136 )     (3,069 )     (351 ) Earnings before income tax     89,215       96,304       102,845       120,410   Income tax     25,244       24,377       29,956       34,347   Net earnings     63,971       71,927       72,889       86,063   Non-controlling interest share of earnings     16,238       11,224       21,967       20,145   Non-controlling interest redemption increment     43,724       23,979       51,172       16,537   Net earnings (loss) attributable to Company   $ 4,009     $ 36,724     $ (250 )   $ 49,381                                 Net earnings (loss) per common share                                                         Basic   $ 0.08     $ 0.73     $ 0.00     $ 1.00                                   Diluted   $ 0.08     $ 0.73     $ 0.00     $ 0.99                                 Adjusted EPS (2)   $ 1.72     $ 1.36     $ 2.59     $ 2.13                                 Weighted average common shares (thousands)                             Basic     50,667       50,239       50,641       49,374       Diluted     50,891       50,479       50,641       49,671   Notes to Condensed Consolidated Statements of Earnings (1)   Acquisition-related items include contingent acquisition consideration fair value adjustments, contingent acquisition consideration-related compensation expense and transaction costs. (2)   See definition and reconciliation below. Colliers International Group Inc.                 Condensed Consolidated Balance Sheets                 (in thousands of US$)                               June 30,   December 31,   June 30, (unaudited) 2025   2024   2024                     Assets                 Cash and cash equivalents $ 183,343   $ 176,257   $ 162,625 Restricted cash (1)   51,054     41,724     78,060 Accounts receivable and contract assets   936,872     869,948     723,531 Mortgage warehouse receivables (2)   104,588     77,559     140,974 Prepaids and other assets   369,005     323,117     329,716 Warehouse fund assets   81,057     110,779     49,285   Current assets   1,725,919     1,599,384     1,484,191 Other non-current assets   232,551     220,299     212,301 Warehouse fund assets   186,602     94,334     286,171 Fixed assets   239,044     227,311     201,315 Operating lease right-of-use assets   408,419     398,507     380,699 Deferred tax assets, net   94,792     79,258     58,902 Goodwill and intangible assets   3,573,278     3,481,524     3,048,187   Total assets $ 6,460,605   $ 6,100,617   $ 5,671,766                     Liabilities and shareholders' equity                 Accounts payable and accrued liabilities $ 1,075,674   $ 1,140,605   $ 966,978 Other current liabilities   97,287     109,439     97,862 Long-term debt - current   16,841     6,061     9,618 Mortgage warehouse credit facilities (2)   97,103     72,642     132,869 Operating lease liabilities - current   98,651     92,950     87,350 Liabilities related to warehouse fund assets   84,478     86,344     146,636   Current liabilities   1,470,034     1,508,041     1,441,313 Long-term debt - non-current   1,723,433     1,502,414     1,354,241 Operating lease liabilities - non-current   385,860     383,921     371,618 Other liabilities   143,627     135,479     123,691 Deferred tax liabilities, net   78,937     78,459     37,635 Liabilities related to warehouse fund assets   114,934     14,103     43,000 Redeemable non-controlling interests   1,157,773     1,152,618     1,105,008 Shareholders' equity   1,386,007     1,325,582     1,195,260   Total liabilities and equity $ 6,460,605   $ 6,100,617   $ 5,671,766                     Supplemental balance sheet information                 Total debt (3) $ 1,740,274   $ 1,508,475   $ 1,363,859 Total debt, net of cash and cash equivalents (3)   1,556,931     1,332,218     1,201,234 Net debt / pro forma adjusted EBITDA ratio (4)   2.3     2.0     2.0 Notes to Condensed Consolidated Balance Sheets (1)   Restricted cash consists primarily of cash amounts set aside to satisfy legal or contractual requirements arising in the normal course of business. (2)   Mortgage warehouse receivables represent mortgage loans receivable, the majority of which are offset by borrowings under mortgage warehouse credit facilities which fund loans that financial institutions have committed to purchase. (3)   Excluding mortgage warehouse credit facilities. (4)   Net debt for financial leverage ratio excludes restricted cash and mortgage warehouse credit facilities, in accordance with debt agreements. Colliers International Group Inc.                         Condensed Consolidated Statements of Cash Flows               (in thousands of US$)         Three months ended     Six months ended         June 30     June 30 (unaudited)     2025       2024       2025       2024                               Cash provided by (used in)                                                     Operating activities                         Net earnings   $ 63,971     $ 71,927     $ 72,889     $ 86,063   Items not affecting cash:                           Depreciation and amortization     61,686       49,845       125,088       100,353     Gains attributable to mortgage servicing rights     (10,455 )     (3,712 )     (14,494 )     (5,027 )   Gains attributable to the fair value of loan                           premiums and origination fees     (6,676 )     (3,424 )     (11,245 )     (5,623 )   Deferred income tax     (5,366 )     (3,406 )     (14,550 )     (7,395 )   Other     17,744       1,686       37,093       15,148           120,904       112,916       194,781       183,519                               Increase in accounts receivable, prepaid                           expenses and other assets     (139,954 )     (98,930 )     (109,680 )     (94,289 ) Increase (decrease) in accounts payable, accrued                           expenses and other liabilities     11,456       43,740       (26,936 )     (2,902 ) Increase (decrease) in accrued compensation     51,518       59,914       (100,959 )     (87,018 ) Contingent acquisition consideration paid     (5,680 )     (300 )     (7,948 )     (3,038 ) Mortgage origination activities, net     7,980       3,694       11,465       7,192   Sales to AR Facility, net     (1,661 )     20,155       (636 )     110   Net cash provided by (used in) operating activities     44,563       141,189       (39,913 )     3,574                               Investing activities                         Acquisition of businesses, net of cash acquired     (50,218 )     (17,772 )     (59,703 )     (17,772 ) Purchases of fixed assets     (16,428 )     (12,480 )     (31,082 )     (29,353 ) Purchases of warehouse fund assets     (110,921 )     (220,917 )     (121,734 )     (257,343 ) Proceeds from disposal of warehouse fund assets     62,914       71,494       62,914       76,438   Cash collections on AR Facility deferred purchase price     35,556       34,930       83,977       68,848   Other investing activities     (22,469 )     (22,718 )     (45,764 )     (58,133 ) Net cash used in investing activities     (101,566 )     (167,463 )     (111,392 )     (217,315 )                             Financing activities                         Increase in long-term debt, net     118,878       106,528       260,786       1,476   Purchases of non-controlling interests, net     (11,916 )     (7,083 )     (17,219 )     (9,737 ) Dividends paid to common shareholders     -       -       (7,592 )     (7,132 ) Distributions paid to non-controlling interests     (37,015 )     (38,521 )     (45,473 )     (48,827 ) Issuance of subordinate voting shares     -       -       -       286,924   Other financing activities     (6,263 )     2,964       (7,440 )     17,093   Net cash provided by financing activities     63,684       63,888       183,062       239,797                               Effect of exchange rate changes on cash,                           cash equivalents and restricted cash     (13,545 )     (2,386 )     (15,341 )     (4,446 )                             Net change in cash and cash                           equivalents and restricted cash     (6,864 )     35,228       16,416       21,610   Cash and cash equivalents and                           restricted cash, beginning of period     241,261       205,457       217,981       219,075   Cash and cash equivalents and                           restricted cash, end of period   $ 234,397     $ 240,685     $ 234,397     $ 240,685     Colliers International Group Inc.                         Segmented Results (in thousands of US dollars)                                     Real Estate       Investment         (unaudited) Services   Engineering   Management   Corporate   Total Three months ended June 30                           2025                               Revenues $ 785,389   $ 435,977   $ 126,134   $ 149     $ 1,347,649   Net Revenues   730,801     337,260     117,734     149       1,185,944   Adjusted EBITDA   87,014     46,320     49,989     (3,114 )     180,209   Operating earnings (loss)   66,887     19,170     29,287     (16,161 )     99,183                                 2024                               Revenues $ 751,875   $ 261,338   $ 126,051   $ 104     $ 1,139,368   Net Revenues   696,868     194,975     126,051     104       1,017,998   Adjusted EBITDA   88,063     18,934     50,489     (1,862 )     155,624   Operating earnings (loss)   64,293     9,614     55,032     (14,191 )     114,748                                                                     Real Estate       Investment           Services   Engineering   Management   Corporate   Total Six months ended June 30                           2025                               Revenues $ 1,422,361   $ 813,851   $ 252,336   $ 271     $ 2,488,819   Net Revenues   1,319,034     623,432     236,891     271       2,179,628   Adjusted EBITDA   126,093     70,344     105,085     (5,269 )     296,253   Operating earnings (loss)   82,569     14,040     62,194     (28,016 )     130,787                                 2024                               Revenues $ 1,393,150   $ 499,399   $ 248,572   $ 227     $ 2,141,348   Net Revenues   1,289,325     373,603     245,572     227       1,908,727   Adjusted EBITDA   132,492     31,994     103,339     (3,506 )     264,319   Operating earnings (loss)   81,109     12,914     93,912     (29,860 )     158,075 Notes Non-GAAP Measures 1. Reconciliation of revenues to net revenues Net revenues are defined as revenues excluding subconsultant and other reimbursable direct costs in Real Estate Services and Engineering segments as well as historical pass-through performance fees in Investment Management segment to better reflect the operating performance of the business.     Real Estate       Investment           Services   Engineering   Management   Corporate   Total Three months ended June 30                           2025                               Revenues $ 785,389     $ 435,977     $ 126,134     $ 149   $ 1,347,649     Subconsultant and other direct costs   (54,588 )     (98,717 )     -       -     (153,305 )   Historical pass-through performance fees   -       -       (8,400 )     -     (8,400 )   Net Revenues $ 730,801     $ 337,260     $ 117,734     $ 149   $ 1,185,944                                   2024                               Revenues $ 751,875     $ 261,338     $ 126,051     $ 104   $ 1,139,368     Subconsultant and other direct costs   (55,007 )     (66,363 )     -       -     (121,370 )   Historical pass-through performance fees   -       -       -       -     -     Net Revenues $ 696,868     $ 194,975     $ 126,051     $ 104   $ 1,017,998                                                                       Real Estate       Investment           Services   Engineering   Management   Corporate   Total Six months ended June 30                           2025                               Revenues $ 1,422,361     $ 813,851     $ 252,336     $ 271   $ 2,488,819     Subconsultant and other direct costs   (103,327 )     (190,419 )     -       -     (293,746 )   Historical pass-through performance fees   -       -       (15,445 )     -     (15,445 )   Net Revenues $ 1,319,034     $ 623,432     $ 236,891     $ 271   $ 2,179,628                                   2024                               Revenues $ 1,393,150     $ 499,399     $ 248,572     $ 227   $ 2,141,348     Subconsultant and other direct costs   (103,825 )     (125,796 )     -       -     (229,621 )   Historical pass-through performance fees   -       -       (3,000 )     -     (3,000 )   Net Revenues $ 1,289,325     $ 373,603     $ 245,572     $ 227   $ 1,908,727   2. Reconciliation of net earnings to Adjusted EBITDA Adjusted EBITDA is defined as net earnings, adjusted to exclude: (i) income tax; (ii) other income; (iii) interest expense; (iv) depreciation and amortization, including amortization of mortgage servicing rights (“MSRs”); (v) gains attributable to MSRs; (vi) acquisition-related items (including contingent acquisition consideration fair value adjustments, contingent acquisition consideration-related compensation expense and transaction costs); (vii) restructuring costs and (viii) stock-based compensation expense, including related to the CEO’s performance-based long-term incentive plan (“LTIP”). We use Adjusted EBITDA to evaluate our own operating performance and our ability to service debt, as well as an integral part of our planning and reporting systems. Additionally, we use this measure in conjunction with discounted cash flow models to determine the Company’s overall enterprise valuation and to evaluate acquisition targets. We present Adjusted EBITDA as a supplemental measure because we believe such measure is useful to investors as a reasonable indicator of operating performance because of the low capital intensity of the Company’s service operations. We believe this measure is a financial metric used by many investors to compare companies, especially in the services industry. This measure is not a recognized measure of financial performance of the consolidated Company under GAAP in the United States, and should not be considered as a substitute for operating earnings, net earnings or cash flow from operating activities, as determined in accordance with GAAP. Our method of calculating Adjusted EBITDA may differ from other issuers and accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings to Adjusted EBITDA appears below.     Three months ended   Six months ended   June 30   June 30 (in thousands of US$) 2025     2024     2025     2024                             Net earnings $ 63,971     $ 71,927     $ 72,889     $ 86,063   Income tax   25,244       24,377       29,956       34,347   Other income, including equity earnings from non-consolidated investments   (5,547 )     (932 )     (10,121 )     (1,583 ) Interest expense, net   15,515       19,376       38,063       39,248   Operating earnings   99,183       114,748       130,787       158,075   Depreciation and amortization   61,686       49,845       125,088       100,353   Gains attributable to MSRs   (10,455 )     (3,712 )     (14,494 )     (5,027 ) Equity earnings from non-consolidated investments   3,318       796       7,052       1,232   Acquisition-related items   16,059       (15,221 )     25,440       (13,281 ) Restructuring costs   1,265       1,722       6,575       8,833   Stock-based compensation expense   9,153       7,446       15,805       14,134   Adjusted EBITDA $ 180,209     $ 155,624     $ 296,253     $ 264,319   3. Reconciliation of net earnings and diluted net earnings per common share to adjusted net earnings and Adjusted EPS Adjusted EPS is defined as diluted net earnings per share adjusted for the effect, after income tax, of: (i) the non-controlling interest redemption increment; (ii) amortization expense related to intangible assets recognized in connection with acquisitions and MSRs; (iii) gains attributable to MSRs; (iv) acquisition-related items; (v) restructuring costs and (vi) stock-based compensation expense, including related to the CEO’s LTIP. We believe this measure is useful to investors because it provides a supplemental way to understand the underlying operating performance of the Company and enhances the comparability of operating results from period to period. Adjusted EPS is not a recognized measure of financial performance under GAAP, and should not be considered as a substitute for diluted net earnings per share from continuing operations, as determined in accordance with GAAP. Our method of calculating this non-GAAP measure may differ from other issuers and, accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net earnings to adjusted net earnings and of diluted net earnings per share to adjusted EPS appears below.     Three months ended   Six months ended   June 30   June 30 (in thousands of US$) 2025     2024     2025     2024                             Net earnings $ 63,971     $ 71,927     $ 72,889     $ 86,063   Non-controlling interest share of earnings   (16,238 )     (11,224 )     (21,967 )     (20,145 ) Amortization of intangible assets   42,983       34,385       87,738       69,471   Gains attributable to MSRs   (10,455 )     (3,712 )     (14,494 )     (5,027 ) Acquisition-related items   16,059       (15,221 )     25,440       (13,281 ) Restructuring costs   1,265       1,722       6,575       8,833   Stock-based compensation expense   9,153       7,446       15,805       14,134   Income tax on adjustments   (12,210 )     (9,606 )     (25,692 )     (20,733 ) Non-controlling interest on adjustments   (7,008 )     (7,141 )     (14,634 )     (13,271 ) Adjusted net earnings $ 87,520     $ 68,576     $ 131,660     $ 106,044                                 Three months ended   Six months ended   June 30   June 30 (in US$) 2025     2024     2025     2024                             Diluted net earnings (loss) per common share $ 0.08     $ 0.73     $ 0.00     $ 0.99   Non-controlling interest redemption increment   0.86       0.48       1.01       0.33   Amortization expense, net of tax   0.53       0.41       1.09       0.88   Gains attributable to MSRs, net of tax   (0.12 )     (0.04 )     (0.16 )     (0.06 ) Acquisition-related items   0.21       (0.36 )     0.32       (0.37 ) Restructuring costs, net of tax   0.02       0.02       0.09       0.14   Stock-based compensation expense, net of tax   0.14       0.12       0.24       0.22   Adjusted EPS $ 1.72     $ 1.36     $ 2.59     $ 2.13                             Diluted weighted average shares for Adjusted EPS (thousands)   50,891       50,479       50,900       49,671   4. Reconciliation of net cash flow from operations to free cash flow Free cash flow is defined as net cash flow from operating activities plus contingent acquisition consideration paid, less purchases of fixed assets, plus cash collections on AR Facility deferred purchase price less distributions to non-controlling interests. We use free cash flow as a measure to evaluate and monitor operating performance as well as our ability to service debt, fund acquisitions and pay dividends to shareholders. We present free cash flow as a supplemental measure because we believe this measure is a financial metric used by many investors to compare valuation and liquidity measures across companies, especially in the services industry. This measure is not a recognized measure of financial performance under GAAP in the United States, and should not be considered as a substitute for operating earnings, net earnings or cash flow from operating activities, as determined in accordance with GAAP. Our method of calculating free cash flow may differ from other issuers and accordingly, this measure may not be comparable to measures used by other issuers. A reconciliation of net cash flow from operating activities to free cash flow appears below.     Three months ended   Six months ended   June 30   June 30 (in thousands of US$) 2025     2024     2025     2024                             Net cash provided by (used in) operating activities $ 44,563     $ 141,189     $ (39,913 )   $ 3,574   Contingent acquisition consideration paid   5,680       300       7,948       3,038   Purchase of fixed assets   (16,428 )     (12,480 )     (31,082 )     (29,353 ) Cash collections on AR Facility deferred purchase price   35,556       34,930       83,977       68,848   Distributions paid to non-controlling interests   (37,015 )     (38,521 )     (45,473 )     (48,827 ) Free cash flow $ 32,356     $ 125,418     $ (24,543 )   $ (2,720 )                           Trailing Twelve Months ended (in thousands of US$)         June 30, 2025                           2024 Annual free cash flow                   $ 330,244   Add: Free cash flow for six months ended June 30, 2025                     (24,543 ) Less: Free cash flow for six months ended June 30, 2024                     2,720   Trailing twelve months ended June 30, 2025 free cash flow                   $ 308,421   5. Local currency revenue and Adjusted EBITDA growth rate and internal revenue growth rate measures Percentage revenue and Adjusted EBITDA variances presented on a local currency basis are calculated by translating the current period results of our non-US dollar denominated operations to US dollars using the foreign currency exchange rates from the periods against which the current period results are being compared. Percentage revenue variances presented on an internal growth basis are calculated assuming no impact from acquired entities in the current and prior periods. Revenue from acquired entities, including any foreign exchange impacts, are treated as acquisition growth until the respective anniversaries of the acquisitions. We believe that these revenue growth rate methodologies provide a framework for assessing the Company’s performance and operations excluding the effects of foreign currency exchange rate fluctuations and acquisitions. Since these revenue growth rate measures are not calculated under GAAP, they may not be comparable to similar measures used by other issuers. 6. Assets under management We use the term assets under management (“AUM”) as a measure of the scale of our Investment Management operations. AUM is defined as the gross market value of operating assets and the projected gross cost of development assets of the funds, partnerships and accounts to which we provide management and advisory services, including capital that such funds, partnerships and accounts have the right to call from investors pursuant to capital commitments. Our definition of AUM may differ from those used by other issuers and as such may not be directly comparable to similar measures used by other issuers. 7. Adjusted EBITDA from recurring revenue percentage Adjusted EBITDA from recurring revenue percentage is computed on a trailing twelve-month basis and represents the proportion of Adjusted EBITDA (note 2) that is derived from Engineering, Outsourcing and Investment Management service lines. All these service lines represent medium to long-term duration revenue streams that are either contractual or repeatable in nature. Adjusted EBITDA for this purpose is calculated in the same manner as for our debt agreement covenant calculation purposes, incorporating the expected full year impact of business acquisitions and dispositions. COMPANY CONTACTS: Jay S. Hennick Chairman & Chief Executive Officer Christian Mayer Chief Financial Officer (416) 960-9500