Exhibit 99.1

Colliers International Group Inc.

Notes to Consolidated Financial Statements

(unaudited)

(in thousands of US dollars, except share and per share amounts)

Colliers International Group Inc. (“Colliers” or the “Company”) provides commercial real estate professional services and investment management to corporate and institutional clients in 34 countries around the world (68 countries including affiliates and franchisees). Colliers’ primary service lines are Outsourcing & Advisory, Investment Management (“IM”), Leasing and Capital Markets. Operationally, Colliers is organized into four distinct segments: Americas; Europe, Middle East and Africa (“EMEA”); Asia and Australasia (“Asia Pacific”) and Investment Management.

These unaudited Interim Consolidated Financial Statements (the “Financial Statements”) have been prepared by the Company in accordance with disclosure requirements for the presentation of interim financial information. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America have been condensed or omitted in accordance with such disclosure requirements. These Financial Statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2023.

These Financial Statements follow the same accounting policies as the most recent audited consolidated financial statements, except as noted in Note 3. In the opinion of management, the Financial Statements contain all adjustments necessary to a fair statement of the financial position of the Company as at March 31, 2024 and the results of operations and its cash flows for the three months ended March 31, 2024 and 2023. All such adjustments are of a normal recurring nature. The results of operations for the three-month period ended March 31, 2024, are not necessarily indicative of the results to be expected for the year ending December 31, 2024.

Recently adopted accounting guidance

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

Improvements to Reportable Segment Disclosures

In November 2023, FASB issued ASU No. 2023-07 Improvements to Reportable Segment Disclosures. The amendments in this update improve financial reporting by requiring disclosure of incremental segment information on an interim and annual basis, primarily through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted with retrospective application to all prior periods presented in the financial statements. The Company is currently assessing the impacts of this ASU on its disclosures for the year ended December 31, 2024.

Improvements to Income Tax Disclosures

In December 2023, FASB issued ASU No. 2023-09 Improvements to Income Tax Disclosures. The amendments in this update encourage transparency in income tax disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation and income taxes paid disclosures. The amendments are effective for annual periods beginning after December 15, 2024 with early adoption permitted and should be applied on a prospective basis, however, retrospective application is permitted. The Company is currently assessing the impacts of this ASU on its disclosures.

During the three months ended March 31, 2024, the Company did not make any significant adjustments to the allocation of the purchase consideration for acquisitions completed in 2023.

Contingent acquisition 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 March 31, 2024, was $40,843 (December 31, 2023 - $44,712). See note 16 for discussion on the fair value of contingent consideration. Contingent consideration where the seller is required to remain employed to be entitled to payment is considered to have a compensatory element and is revalued at each reporting period and recognized on a straight-line basis over the term of the contingent consideration arrangement. The liability recorded on the balance sheet for the compensatory element of contingent consideration arrangements as at March 31, 2024, was $87,310 (December 31, 2023 - $90,480). The estimated range of outcomes (undiscounted) for all contingent consideration arrangements, including those with an element of compensation is determined based on the likelihood of achieving specified earnings levels over the contingency period, and ranges from $343,856 to a maximum of $401,084. These contingencies will expire during the period extending to September 2028.

During the three months ended March 31, 2024, the Company acquired controlling interest in one investment in land located in the United States. The Company divested one of its investments during the first quarter, including the assets held at December 31, 2023, with de minimis gain. The Company typically divests investments in warehouse fund assets within 12 months without significant gain or loss.

As is customary for closed-end funds, the Company typically holds an equity interest of between 1% and 2% in these funds. There was no significant impact on net earnings related to warehouse fund assets in the three months ended March 31, 2024, or 2023.

The following table summarizes the warehouse fund 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:

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 no impairment recorded for the three-month period ended March 31, 2024, or 2023.

The following table summarizes activity related to the Company’s mortgage servicing rights for the year ended March 31, 2024:

The following is the estimated future expense for amortization of the finite life intangible assets for each of the next five years and thereafter:

On April 28, 2023, the Company increased the multi-currency, sustainability-linked senior unsecured revolving credit facility (the “Revolving Credit Facility”) by $250,000 from $1,500,000 to $1,750,000 as per the terms of the agreement. The Revolving Credit Facility has a 5-year term ending May 27, 2027, and bears interest at an applicable margin of 1.125% to 2.5% over floating reference rates, depending on financial leverage ratios. The applicable margin may be adjusted, annually, plus or minus 0.05% subject to achieving certain sustainability metrics. For the three-month period ended March 31, 2024, the weighted average interest rate on borrowings under the Revolving Credit Facility was 7.0% (December 31, 2023 – 6.6%). The Revolving Credit Facility had $914,348 of available undrawn credit as at March 31, 2024 ($759,358 as at December 31, 2023). As at March 31, 2024, letters of credit in the amount of $13,177 were outstanding against the Revolving Credit Facility ($13,532 as at December 31, 2023). The Revolving Credit Facility requires a commitment fee of 0.11% to 0.35% of the unused portion, depending on financial leverage ratios.

The Company has outstanding €210,000 of senior unsecured notes with a fixed interest rate of 2.23% (the “Senior Notes due 2028”), which are held by a group of institutional investors. The Senior Notes due 2028 have a 10-year term ending May 30, 2028.

The Company also has outstanding €125,000 and $150,000 of senior unsecured notes with fixed interest rates of 1.52% and 3.02%, respectively (the “Senior Notes due 2031”), which are held by a group of institutional investors. The Senior Notes due 2031 have a 10-year term ending October 7, 2031.

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 March 31, 2024. The Company is limited from undertaking certain mergers, acquisitions and dispositions without prior approval.

The following table summarizes the Company’s mortgage warehouse credit facilities:

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 warehouse mortgages financed on the facilities.

In 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”). As of March 31, 2024, the Company’s draw under the $200,000 AR Facility was $180,065.

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 March 31, 2024, the servicing liability was nil.

Under the AR Facility, the Company receives a cash payment and a deferred purchase price (“Deferred Purchase Price” or “DPP”) for sold Receivables. The DPP is paid to the Company in cash on behalf of the Purchaser as the Receivables are collected; however, due to the revolving nature of the AR Facility, cash collected from the Company's customers is reinvested by the Purchaser monthly in new Receivable purchases under the AR Facility. As at March 31, 2024, the DPP was $87,699 (December 31, 2023 - $107,743) and was included in Prepaid expenses and other current assets on the Consolidated Balance Sheets. For the three months ending March 31, 2024, Receivables sold under the AR Facility were $392,633 and cash collections from customers on Receivables sold were $435,921, all of which were reinvested in new Receivables purchases and are included in cash flows from operating activities in the consolidated statement of cash flows. As of March 31, 2024, the outstanding principal on trade accounts receivable, net of expected credit losses, sold under the AR Facility was $186,407; and the outstanding principal on contract assets, current and non-current, sold under the AR Facility was $110,962. See note 16 for fair value information on the DPP.

For the three months ended March 31, 2024, the Company recognized a loss related to Receivables sold of $5 (2023 - $123 gain) that was recorded in other expense in the consolidated statement of earnings. Based on the Company’s collection history, the fair value of the Receivables sold subsequent to the initial sale approximates carrying value.

The non-cash investing activities associated with the DPP for the three months ended March 31, 2024, were $14,473.

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 1%-2%). Equity co-investments are included in Other non-current assets on the consolidated balance sheets.

The following table provides the maximum exposure to loss related to these non-consolidated VIEs:

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:

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 March 31, 2024, was $920,429 (December 31, 2023 - $943,235). The redemption amount is lower than that recorded on the balance sheet as the formula price of certain RNCI are lower than the amount initially recorded at the inception of the minority equity position. If all put or call options were settled with Subordinate Voting Shares as at March 31, 2024, approximately 7,650,000 such shares would be issued.

Increases or decreases to the formula price of the underlying shares are recognized in the statement of earnings as the NCI redemption increment.

The stock options were anti-dilutive for the three-month period ended March 31, 2023 and dilutive for the three-month period ended March 31, 2024.

For the three-month period ended March 31, 2023, diluted EPS is calculated using the “if-converted” method of calculating earnings per share in relation to the Company’s 4.0% Convertible Senior Subordinated Notes due 2025 (the “Convertible Notes”) which were fully converted or redeemed by June 1, 2023. The “if-converted” method is used if the impact of the assumed conversion is dilutive. When dilutive, the interest charges (net of income tax) recorded in relation to the Convertible Notes prior to conversion or redemption is adjusted from the numerator and the additional shares issuable on conversion of the Convertible Notes for the portion of the period while they were outstanding are added to the denominator of the earnings per share calculation. The “if-converted” method was anti-dilutive for the three-month period ended March 31, 2023.

The following table reconciles the basic and diluted common shares outstanding:

On April 4, 2023, the Company issued a notice of redemption to all holders of the Convertible Notes. During the period leading up to the redemption date of June 1, 2023, $230,000 of Convertible Notes were converted or redeemed resulting in the issuance of 4,015,720 Subordinate Voting Shares.

On February 28, 2024, the Company issued 2,479,500 Subordinate Voting Shares for gross proceeds of $300,019. The total proceeds net of commissions and fees, were recorded in common shares. The net proceeds were used to repay balance outstanding on the Revolving Credit Facility.

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 four-year term, expires five 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 March 31, 2024, there were 102,300 options available for future grants.

Grants under the Company’s stock option plan are equity-classified awards.

Stock option activity for the three months ended March 31, 2024 was as follows:

The amount of compensation expense recorded in the statement of earnings for the three months ended March 31, 2024 was $6,688 (2023 - $5,657). As of March 31, 2024, there was $42,624 of unrecognized compensation cost related to non-vested awards which is expected to be recognized over the next 4 years. During the three-month period ended March 31, 2024, the fair value of options vested was $283 (2023 - $2,555).

The provision for income tax for the three months ended March 31, 2024, reflected an effective tax rate of 41.4% (2023 - 134.5%) relative to the combined statutory rate of approximately 26.5% (2023 - 26.5%). The tax rate of both current and prior periods were impacted by (i) the amortization of intangible assets and contingent acquisition consideration associated with an investment in a UK flowthrough entity, on which no tax benefit was recognizable and (ii) valuation allowances on losses incurred by certain subsidiaries.

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 March 31, 2024:

Equity securities, debt securities, mortgage derivative assets, interest rate swap assets and the deferred purchase price on the AR Facility were included in prepaid expenses and other current assets on the consolidated balance sheets. There were no significant non-recurring fair value measurements recorded during the three months ended March 31, 2024.

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 US 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 sale commitments are derivative instruments which use a discounted cash flow model and 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 unobservable inputs related to counterparty non-performance risk when measuring the fair value of these derivatives. Therefore, these mortgage-related derivatives are categorized as Level 3. The mortgage-related derivative assets and liabilities are included in Prepaid expenses and other current assets and Accounts payable and accrued expenses, respectively, on the consolidated balance sheets.

Given the credit quality of the Company’s counterparties, the short duration of interest rate lock commitments and forward sale commitments and the Company’s historical experience, management does not believe the risk of non-performance is significant. An increase in counterparty non-performance risk assumptions would result in a lower fair value measurement.

Changes in the fair value of the net mortgage derivative assets and liabilities comprise the following:

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 March 31, 2024, all warehouse facility liabilities are supported by mortgage warehouse receivables which are under commitment to be purchased 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 2.5% to 5.0% depending upon the aging of the Receivables. See note 10 for information on the AR Facility.

Changes in the fair value of the DPP comprises the following:

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 and are included in Other assets on the consolidated balance sheets. The table below summarizes the details of the interest rate swaps in place as at March 31, 2024.

2022 IRS A, 2022 IRS B, 2023 IRS A and 2023 IRS B (collectively the “Designated 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 Designated IRSs, which are determined to be effective as hedges, are reported in accumulated other comprehensive income (“AOCI”). As at March 31, 2024, unrealized gains of $12,424 (December 31, 2023 - $2,805) on the Designated IRSs were included 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 3.5% to 10.3%, with a weighted average of 6.0%). The wide range of discount rates is attributable to the level of risk related to economic growth factors combined with the length of the contingent payment periods; and the dispersion was driven by unique characteristics of the businesses acquired and the respective terms for these contingent payments. A 2% increase in the weighted average discount rate would reduce the fair value of contingent consideration by $800. See note 4 for discussion on contingent acquisition consideration.

Changes in the fair value of the contingent consideration liability comprises the following:

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 is 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.

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 accrued, 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 16, 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 March 31, 2024, the Company has funded and sold loans subject to such loss sharing obligations with an aggregate unpaid principal balance of approximately $5,213,000. As at March 31, 2024, the loss reserve was $12,807 (December 31, 2023 - $12,837) and was included within Other liabilities on the consolidated balance sheets.

Pursuant to its licenses with Fannie Mae, Ginnie Mae and the Department of Housing and Urban Development, 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. As at March 31, 2024, Colliers Mortgage was in compliance with all such requirements.

Disaggregated revenue

Colliers has disaggregated its revenue from contracts with customers by type of service and operating segment as presented in the following table.

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”). During the three months ended March 31, 2024 - $4,449 of Capital Markets revenue (2023 - $9,793) and $11,400 of Other Revenue (2023 - $10,860) respectively, was excluded from the scope of ASC 606. Substantially all of these revenues were included within the Americas segment.

Contract balances

As at March 31, 2024, the Company had contract assets totaling $127,536 of which $109,633 was current ($103,080 as at December 31, 2023 - of which $83,389 was current). During the three months ended March 31, 2024, approximately 51% of the current contract assets were moved to accounts receivable or sold under the AR Facility (see note 10).

As at March 31, 2024, the Company had contract liabilities (all current) totaling $46,458 ($45,293 as at December 31, 2023). Revenue recognized for the three months ended March 31, 2024, totaled $38,190 (2023 - $17,352) that was included in the contract liability balance at the beginning of the year.

Certain constrained revenues may arise from services that began in a prior reporting period. Consequently, a portion of the revenues the Company recognizes in the current period may be partially related to the services performed in prior periods. Typically, less than 5% of Leasing and Capital Markets revenue recognized in a period had previously been constrained and substantially all investment management incentive fees recognized in the period were previously constrained.

Operating segments

Colliers has identified four reportable operating segments. Three segments are grouped geographically into Americas, Asia Pacific and EMEA. The IM 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 and the corporate head office.

Geographic information

Revenues in each geographic region are reported by customer locations except for IM where revenues are reported by the location of the fund management.

Acquisitions

On April 10, 2024, the Company completed the acquisition for a controlling interest in Colliers Philadelphia for a combined initial cash purchase price of $14,169. The acquisition will be accounted for using the acquisition method for business combinations.

COLLIERS INTERNATIONAL GROUP INC.

Management’s discussion and analysis

For the three months ended March 31, 2024

(in US dollars)

May 6, 2024

The following management’s discussion and analysis (“MD&A”) should be read together with the unaudited interim consolidated financial statements and the accompanying notes of Colliers International Group Inc. (“we,” “us,” “our,” the “Company” or “Colliers”) for the three months ended March 31, 2024 and the Company’s audited consolidated financial statements and MD&A for the year ended December 31, 2023. The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). All financial information herein is presented in United States dollars.

The Company has prepared this MD&A with reference to National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators (the “CSA”). Under the U.S./Canada Multijurisdictional Disclosure System, the Company is permitted to prepare this MD&A in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. This MD&A provides information for the three months ended March 31, 2024 and up to and including May 6, 2024.

Additional information about the Company can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov.

This MD&A includes references to “internal revenue growth rate”, “Adjusted EBITDA”, “local currency revenue and Adjusted EBITDA growth rate”, “Adjusted EPS”, “free cash flow” and “assets under management (“AUM”)”, which are financial measures that are not calculated in accordance with GAAP. For a reconciliation of these non-GAAP measures to the most directly comparable GAAP financial measures, see “Reconciliation of non-GAAP financial measures”.

Consolidated review

Our consolidated revenues for the three months ended March 31, 2024 were $1.00 billion, an increase of 4% versus the prior year (4% in local currency). The increase was attributable to robust growth in Outsourcing & Advisory, partly offset by continued challenges in Capital Markets due to ongoing interest rate uncertainty and heightened geopolitical tensions. GAAP diluted net earnings per share were $0.26 as compared to a loss of $0.47 in the prior year. Adjusted EPS (see “Reconciliation of non-GAAP financial measures” below) were $0.77 relative to $0.86 in the prior year. The decrease was attributable to (i) higher depreciation expense; (ii) lower co-invest equity earnings in our Investment Management operations; (iii) higher income taxes; and (iv) the dilutive impact from the recently completed equity offering, partly offset by (i) higher operating earnings and (ii) lower interest expense attributable to debt paydown with proceeds from the equity offering. GAAP diluted net earnings per share and adjusted earnings per share for the three months ended March 31, 2024 were not significantly impacted by changes in foreign exchange rates.

In February 2024, the Company completed a $300 million bought deal public offering (the “Offering”) of 2,479,500 subordinate voting shares at a price of $121.00 per subordinate voting share. The net proceeds of $286.9 million from the Offering, were used to repay balances outstanding on the Company’s Revolving Credit Facility (the “Revolving Credit Facility”), creating additional capacity to fund potential future acquisition opportunities and growth initiatives.

In April 2024, the Company acquired its affiliate in Philadelphia, a commercial real estate services firm with 130 professionals in the US mid-Atlantic region providing landlord agency, tenant representation, investment sales brokerage and property management services.

Consolidated revenues by line of service

(1) Investment Management local currency revenues, excluding pass-through carried interest, were down 1% for the three months ended March 31, 2024.

Results of operations – three months ended March 31, 2024

For the three months ended March 31, 2024, revenues were $1.00 billion, up 4% relative to the prior year quarter (4% in local currency) on growth in Outsourcing & Advisory led by Engineering and Project Management, partly offset by a decline in Capital Markets. Internally generated revenues were up 2% while acquisitions contributed 2% to local currency revenue growth.

Operating earnings for the first quarter were $43.3 million versus $22.1 million in the prior year quarter. The operating earnings margin was 4.3% as compared to 2.3% in the prior year quarter, primarily attributable to (i) elevated Capital Markets revenues in Asia, particularly in Japan; (ii) the favourable impact of recent acquisitions; and (iii) lower contingent acquisition consideration expense related to recent acquisitions. Adjusted EBITDA (see “Reconciliation of non-GAAP financial measures” below) of $108.7 million was up 4% versus $104.6 million reported in the prior year quarter primarily attributable to the factors noted above. The Adjusted EBITDA margin was 10.8% in the quarter, flat compared to the prior year quarter.

Depreciation expense was $15.4 million relative to $12.6 million in the prior year quarter with the increase attributable to increased investments in software and the impact of recent business acquisitions.

Amortization expense was $35.1 million, versus $36.8 million recorded in the prior year quarter.

Net interest expense was $19.9 million, versus $22.8 million recorded in the prior year quarter with the proceeds from the Offering used to pay down floating rate debt in our Revolving Credit Facility. The average interest rate on debt during the period was 4.8%, relative to 4.2% in the prior year quarter.

Consolidated income tax expense for the quarter was $10.0 million, relative to $3.5 million in the prior year quarter. The current quarter’s effective tax rate of 41.4% versus 134.5% in the prior year quarter. Both the current and prior year period tax rate was impacted by the amortization of intangible assets and contingent acquisition consideration associated with an investment in the United Kingdom on which no tax benefit could be recognized.

Net earnings for the quarter were $14.1 million versus a net loss of $0.9 million in the prior year quarter.

Revenues in the Americas region totalled $606.4 million, up 4% (4% in local currency) versus $581.6 million in the prior year quarter attributable to higher Outsourcing & Advisory and Leasing revenues as well as the favourable impact of recent acquisitions. As expected, Capital Markets revenues were impacted by ongoing interest rate uncertainty. Adjusted EBITDA was $54.9 million, up 2% (2% in local currency) relative to the prior year quarter on higher revenues. The GAAP operating earnings were $29.0 million, relative to $32.9 million in the prior year quarter.

EMEA region revenues totalled $146.6 million, up 2% (down 1% in local currency) compared to $143.4 million in the prior year quarter, attributable to lower transactional activity, particularly in Germany, partly offset by solid growth in Outsourcing & Advisory. Foreign exchange tailwinds positively impacted revenue growth by 3%. Adjusted EBITDA was a loss of $12.0 million compared to a loss of $11.3 million in the prior year quarter. The GAAP operating loss was $20.5 million compared to $25.0 million in the prior year quarter.

Revenues in the Asia Pacific region totalled $126.4 million, up 5% (9% in local currency), compared to $120.1 million in the prior year quarter. Revenue growth was driven by recent acquisitions and elevated Capital Markets activity in several markets in Asia, especially Japan. Foreign exchange headwinds negatively impacted revenue growth by 4%. Adjusted EBITDA was $14.6 million, up 81% (88% in local currency) primarily on changes in service mix. The GAAP operating earnings were $11.5 million, versus $5.0 million in the prior year quarter.

Investment Management revenues were $122.5 million relative to $120.7 million in the prior year quarter, up 1% (1% in local currency). Passthrough revenues from historical carried interest were $3.0 million versus nil in the prior year quarter. Excluding the impact of carried interest, revenue was essentially flat with the prior year (down 1% (1% in local currency)) due to softer fundraising activity as well as modest valuation adjustments to assets in perpetual funds. Adjusted EBITDA was $52.9 million, down 4% (4% in local currency) compared to the prior year quarter because of increased investments in new products and strategies, and enhanced distribution capabilities primarily in the Middle East. The GAAP operating earnings were $38.9 million in the quarter versus $14.8 million in the prior year quarter. AUM was $96.3 billion as of March 31, 2024 compared to $98.2 billion as of December 31, 2023 and was primarily impacted by modest unrealized valuation adjustments, which were less than benchmark indices.

Unallocated global corporate costs as reported in Adjusted EBITDA were $1.6 million in the first quarter, relative to $0.9 million in the prior year quarter. The corporate GAAP operating loss for the quarter was $15.7 million, versus $5.5 million in the first quarter of 2023.

Summary of quarterly results

The following table sets forth our quarterly consolidated results of operations data. The information in the table below has been derived from unaudited interim consolidated financial statements that, in management’s opinion, have been prepared on a consistent basis and include all adjustments necessary for a fair presentation of information. The information below is not necessarily indicative of results for any future quarter.

1 See "Reconciliation of non-GAAP financial measures"

Seasonality and quarterly fluctuations

The Company historically generates peak revenues and earnings in the month of December followed by a low in January and February as a result of the timing of closings on Capital Markets transactions. Revenues and earnings during the balance of the year are relatively even. Capital Markets operations comprised 16% of consolidated annual revenues for 2023. Variations can be caused by business acquisitions which alter the consolidated service mix.

Outlook for 2024

The Company is maintaining its outlook for 2024:

The financial outlook is based on the Company’s best available information as of the date of this MD&A, and remains subject to change based on numerous macroeconomic, geopolitical, health, social and related factors. Continued interest rate volatility and/or lack of credit availability for commercial real estate transactions could materially impact the outlook.

Liquidity and capital resources

Net cash used in operating activities for the three months ended March 31, 2024 was $137.6 million, versus $132.6 million in the prior year. The decrease in cash from operations was driven primarily by a modest increase in working capital usage attributable to timing as well as higher contingent acquisition consideration paid. We believe that cash from operations and other existing resources, including our $1.75 billion multi-currency Revolving Credit Facility, will continue to be adequate to satisfy the ongoing working capital needs of the Company.

For the three months ended March 31, 2024, capital expenditures were $16.9 million (March 31, 2023 - $18.9 million). Capital expenditures for the year ending December 31, 2024 are expected to be between $75-$80 million (December 31, 2023 - $84.5 million) and expected to be funded by cash on hand.

Net indebtedness is considered a supplementary financial measure and as of March 31, 2024 was $1.19 billion ($1.32 billion as of December 31, 2023, $1.44 billion as of March 31, 2023). Net indebtedness is calculated as the current and non-current portion of long-term debt (excluding the Convertible Notes and warehouse credit facilities, in accordance with our debt agreements) less cash and cash equivalents. As of March 31, 2024, the Company’s financial leverage ratio expressed in terms of net debt to pro forma Adjusted EBITDA, as defined in our debt agreements, was 2.0x (2.2x as of December 31, 2023, 2.2x as of March 31, 2023), relative to a maximum of 3.5x permitted under our debt agreements. We were in compliance with the covenants contained in our debt agreements as of March 31, 2024 and, based on our outlook for 2024, we expect to remain in compliance with these covenants.

The Company’s Revolving Credit Facility matures in May 2027. The Revolving Credit Facility is sustainability-linked and includes pricing adjustments tied to achievements of performance targets over time aligned with Colliers’ Elevate the Built Environment framework available on corporate.colliers.com. These targets include: (i) reducing greenhouse gas emissions consistent with the Science-Based Targets initiative (“SBTi”); (ii) increasing female representation in management roles and (iii) ensuring Colliers-occupied offices obtain the WELL Health-Safety certification.

During the quarter, proceeds from the Offering were used to pay down outstanding balances under the Revolving Credit Facility. As of March 31, 2024, the Company had $914.3 million of unused credit under the Revolving Credit Facility.

Colliers Mortgage utilizes warehouse credit facilities for the purpose of funding warehouse receivables. Warehouse receivables represent mortgage loans receivable, the majority of which are offset by borrowings under warehouse credit facilities which fund loans that financial institutions have committed to purchase. The warehouse credit facilities are excluded from the financial leverage calculations under our debt agreements.

The Company’s accounts receivable facility (the “AR Facility”) (which includes selected US and Canadian trade accounts receivable) with two third-party financial institutions has committed availability of $200 million with maturity at October 24, 2024. The AR Facility is recorded as a sale of accounts receivable, and accordingly sold receivables are derecognized from the consolidated balance sheet. The AR Facility results in a decrease to our borrowing costs. As of March 31, 2024, the Company’s draw under the AR Facility was $180.1 million.

During 2023, the Company acquired warehouse fund assets located in Europe and the US, some of which were transferred to the respective funds during the year (see note 5 in our interim consolidated financial statements). During the three months ended March 31, 2024, the Company acquired a real asset in the US while also divesting an investment from 2023 with de minimis gain. The Company recorded the corresponding assets and liabilities on the consolidated balance sheet. We expect to enter into similar transactions from time to time in the future to facilitate the formation of new Investment Management funds.

The Company pays semi-annual dividends in cash after the end of the second and fourth quarters to shareholders of record on the last business day of the quarter. The Company’s policy is to pay dividends on its common shares in the future, subject to the discretion of our Board of Directors. On December 5, 2023, the Company’s Board of Directors declared a semi-annual dividend of $0.15 per share to shareholders of record on December 29, 2023, paid on January 12, 2024. Total common share dividends paid by the Company during the three months ended March 31, 2024 were $7.1 million.

During the three months ended March 31, 2024, the Company invested cash in acquisitions as follows: $3.2 million in purchases of redeemable non-controlling interest and $2.7 million in contingent consideration payments. All acquisitions during the year were funded from borrowings on the Revolving Credit Facility and cash on hand (See note 4 in our consolidated financial statements). The Company expects to fund any future acquisitions from borrowings on the Revolving Credit Facility and cash on hand.

As at March 31, 2024, in relation to acquisitions completed during the past three years, we have outstanding contingent consideration, assuming all contingencies are satisfied and payment is due in full, totalling $401.1 million (December 31, 2023 - $404.5 million). 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 March 31, 2024 was $40.8 million (December 31, 2023 - $44.7 million). Contingent consideration with a compensatory element is revalued at each reporting period and recognized on a straight-line basis over the term of the contingent consideration arrangement. The liability recorded on the consolidated balance sheet for the compensatory element of contingent consideration arrangements as at March 31, 2024 was $87.3 million (December 31, 2023 - $90.5 million). The contingent consideration is based on achieving specified earnings levels and is paid or payable after the end of the relevant contingency periods, which extend to September 2028. We estimate that approximately 86% of the contingent consideration outstanding as of March 31, 2024 will ultimately be paid.

The following table summarizes our contractual obligations as at March 31, 2024:

At March 31, 2024, we had commercial commitments totaling $24.9 million comprised of letters of credit and bank guarantees outstanding due to expire within one year.

Redeemable non-controlling interests

In most operations where managers or employees are also non-controlling owners, the Company is party to shareholders’ agreements. These agreements allow us to “call” the redeemable non-controlling interests (“RNCI”) at a value determined with the use of a formula price, which is in most cases equal to a multiple of trailing two-year average earnings, less debt. Non-controlling owners may also “put” their interest to the Company at the same price, with certain limitations including (i) the inability to “put” more than 25% to 50% of their holdings in any twelve-month period and (ii) the inability to “put” any holdings for at least one year after the date of our initial acquisition of the business or the date the non-controlling shareholder acquired their interest, as the case may be.

The total value of the RNCI (the “redemption amount”), as calculated in accordance with shareholders’ agreements, was $920.4 million as of March 31, 2024 (December 31, 2023 - $943.2 million). The amount recorded on our balance sheet under the caption “redeemable non-controlling interests” is the greater of (i) the redemption amount (as above) or (ii) the amount initially recorded as RNCI at the date of inception of the minority equity position. As at March 31, 2024, the RNCI recorded on the balance sheet was $1.06 billion (December 31, 2023 - $1.07 billion). The purchase prices of the RNCI may be paid in cash or in Subordinate Voting Shares of Colliers.

Critical accounting estimates

Critical accounting estimates are those that we deem to be most important to the portrayal of our financial condition and results of operations, and that require management’s most difficult, subjective or complex judgments due to the need to make estimates about the effects of matters that are inherently uncertain. We have identified six critical accounting estimates, which are discussed below.