XML 26 R11.htm IDEA: XBRL DOCUMENT
v3.22.0.1

Note 4 - Acquisitions | 12 Months Ended
--- | ---
Dec. 31, 2021
Notes to Financial Statements |
Business Combination Disclosure [Text Block] |
4. | Acquisitions
2021 acquisitions: On November 1, 2021, the Company acquired control in Bergmann Associates, Architects, Engineers, Landscape Architects & Surveyors, D.P.C. (“Bergmann”) via an option to purchase and / or transfer 100% of the outstanding shares in Bergmann to Colliers designees for nominal value at any time. Headquartered in Rochester, New York, Bergmann provides engineering, architecture, and design services to the U.S. Northeast, Midwest, and Mid-Atlantic regions. During the year ended December 31, 2021, the Company also acquired a 100% interest in one business operating in the Americas (Miami, Florida). These acquisitions were completed to add scale to the Company’s engineering and design services and expand its geographic presence. These acquisitions were accounted for by the acquisition method of accounting for business combinations and accordingly, the consolidated statements of earnings do not include any revenues or expenses related to these acquisitions prior to their closing dates. The acquisition date fair value of consideration transferred and purchase price allocation was as follows:
|  | Aggregate |
|  | Acquisitions |
Current assets, excluding cash |  | $ | 38,215 |
Non-current assets |  |  | 18,958 |
Current liabilities |  | $ | 20,006 |
Long-term liabilities |  |  | 18,106 |
|  | $ | 19,061 |
Cash consideration, net of cash acquired of $3,322 |  | $ | 60,832 |
Acquisition date fair value of contingent consideration |  |  | 1,850 |
Total purchase consideration |  | $ | 62,682 |
Acquired intangible assets (note 10) |  | $ | 21,130 |
Goodwill (note 11) |  | $ | 22,491 |
The Bergmann acquisition represents $56,932 of the total purchase consideration above. 2020 acquisitions: The Company acquired controlling interests two Colliers International affiliates operating in the Americas segment (Austin, Texas and Nashville, Tennessee), Colliers Mortgage, headquartered in Minneapolis, and Colliers Engineering & Design, headquartered in New Jersey. The acquisition date fair value of consideration transferred and purchase price allocation was as follows:
|  |  |  |  |  | Colliers |  |  |  |  |  |  |  |
|  | Colliers |  |  |  | Engineering & |  |  |  |  |  |  | Aggregate |
|  | Mortgage |  |  | Design |  |  | Other |  |  | Acquisitions |
Current assets, excluding cash |  | $ | 46,510 |  |  | $ | 57,533 |  |  | $ | 2,800 |  |  | $ | 106,843 |
Warehouse receivables |  |  | 31,282 |  |  |  | - |  |  |  | - |  |  |  | 31,282 |
Non-current assets |  |  | 9,021 |  |  |  | 37,516 |  |  |  | 3,449 |  |  |  | 49,986 |
Current liabilities |  |  | 55,881 |  |  |  | 32,582 |  |  |  | 3,156 |  |  |  | 91,619 |
Warehouse credit facilities |  |  | 25,850 |  |  |  | - |  |  |  | - |  |  |  | 25,850 |
Long-term liabilities |  |  | 6,266 |  |  |  | 54,739 |  |  |  | 2,951 |  |  |  | 63,956 |
|  | $ | (1,184 | ) |  | $ | 7,728 |  |  | $ | 142 |  |  | $ | 6,686 |
Cash consideration, net of cash acquired of $50,331 |  | $ | 134,204 |  |  | $ | 59,355 |  |  | $ | 12,049 |  |  | $ | 205,608 |
Acquisition date fair value of contingent consideration |  |  | 9,250 |  |  |  | 12,204 |  |  |  | 2,263 |  |  |  | 23,717 |
Total purchase consideration |  | $ | 143,454 |  |  | $ | 71,559 |  |  | $ | 14,312 |  |  | $ | 229,325 |
Acquired intangible assets (note 10) |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Indefinite life |  | $ | 29,200 |  |  | $ | - |  |  | $ | - |  |  | $ | 29,200 |
Finite life |  | $ | 105,150 |  |  | $ | 51,100 |  |  | $ | 11,430 |  |  | $ | 167,680 |
Goodwill (note 11) |  | $ | 53,530 |  |  | $ | 56,838 |  |  | $ | 7,616 |  |  | $ | 117,984 |
Redeemable non-controlling interest (note 17) |  | $ | 43,242 |  |  | $ | 44,107 |  |  | $ | 4,876 |  |  | $ | 92,225 |
Indefinite life intangible assets consist mainly of the mortgage licenses acquired. Finite life intangibles included $99,900 of MSR intangible assets. In all years presented, the fair values of non-controlling interests were determined using an income approach with reference to a discounted cash flow model using the same assumptions implied in determining the purchase consideration. The purchase price allocations of acquisitions resulted in the recognition of goodwill. The primary factors contributing to goodwill are assembled workforces, synergies with existing operations and future growth prospects. For acquisitions completed during the year ended December 31, 2021, goodwill in the amount of $2,678 is deductible for income tax purposes (2020 - $61,416). The Company typically structures its business acquisitions to include contingent consideration. Certain vendors, at the time of acquisition, are entitled to receive a contingent consideration payment if the acquired businesses achieve specified earnings levels during the one- to five-year periods following the dates of acquisition. The ultimate amount of payment is determined based on a formula, the key inputs to which are (i) a contractually agreed maximum payment; (ii) a contractually specified earnings level and (iii) the actual earnings for the contingency period. If the acquired business does not achieve the specified earnings level, the maximum payment is reduced for any shortfall, potentially to nil. Unless it contains an element of compensation, contingent consideration is recorded at fair value each reporting period. The fair value recorded on the consolidated balance sheet as at December 31, 2021, was $154,671 ( December 31, 2020 - $115,643). See note 24 for discussion on the fair value of contingent consideration. 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 balance sheet for the compensatory element of contingent consideration arrangements as at December 31, 2021, was $5,070 ( December 31, 2020 - $17,646). The estimated range of outcomes (undiscounted) for all contingent consideration arrangements, including those with an element of compensation is determined based on the formula price and the likelihood of achieving specified earnings levels over the contingency period, and ranges from $177,646 to a maximum of $191,647. These contingencies will expire during the period extending to June 2026. The consideration for the acquisitions during the year ended December 31, 2021, was financed from borrowings on the Revolving Credit Facility and cash on hand. During the year ended December 31, 2021, $23,293 was paid with reference to contingent consideration (2020 - $29,405). The amounts of revenues and earnings contributed from the dates of acquisition and included in the Company’s consolidated results for the year ended December 31, 2021, and the supplemental pro forma revenues and earnings of the combined entity had the acquisition dates been January 1, 2020, are as follows:
|  | Revenues |  |  | Net earnings |
Actual from acquired entities for 2021 |  | $ | 23,132 |  |  | $ | 198 |
Supplemental pro forma for 2021 (unaudited) |  |  | 4,153,379 |  |  |  | (236,934 | )
Supplemental pro forma for 2020 (unaudited) |  |  | 3,010,244 |  |  |  | 105,783 |
Supplemental pro forma results were adjusted for non-recurring items.

X
- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
Name: | us-gaap_BusinessCombinationDisclosureTextBlock
Namespace Prefix: | us-gaap_
Data Type: | dtr-types:textBlockItemType
Balance Type: | na
Period Type: | duration

X
- References No definition available. + Details
Name: | us-gaap_DisclosureTextBlockAbstract
Namespace Prefix: | us-gaap_
Data Type: | xbrli:stringItemType
Balance Type: | na
Period Type: | duration