XML 33 R11.htm IDEA: XBRL DOCUMENT
v3.24.0.1

Note 4 - Acquisitions | 12 Months Ended
--- | ---
Dec. 31, 2023
Notes to Financial Statements |
Business Combination Disclosure [Text Block] | 4. Acquisitions 2023 acquisitions: During the year ended December 31, 2023, the Company acquired controlling interests in three businesses including two in Asia Pacific, Greenstone Group Ltd., a project management firm in New Zealand and Craig & Rhodes Pty Limited, an engineering and design firm in Australia, and one in the Americas HILGARTWILSON, LLC, an engineering and design firm in the United States. The acquisition date fair value of consideration transferred and the purchase price allocations are summarized as follows:
|  | Aggregate |
|  | Acquisitions |
Current assets, excluding cash |  | $ | 15,372 |
Non-current assets |  |  | 9,286 |
Current liabilities |  |  | 6,653 |
Long-term liabilities |  |  | 8,445 |
|  | $ | 9,560 |
Cash consideration, net of cash acquired of $7,278 |  | $ | 60,343 |
Acquisition date fair value of contingent consideration |  |  | 3,962 |
Total purchase consideration |  | $ | 64,305 |
Acquired intangible assets (note 11) |  |  |  |
Finite life |  | $ | 44,567 |
Goodwill (note 12) |  | $ | 34,369 |
Redeemable non-controlling interest (note 18) |  | $ | 24,191 |
Certain balances included in the assets and liabilities reported as at December 31, 2023 were updated for changes to the estimated fair values in the preliminary purchase price allocation. The change primarily resulted from finalization of the opening balances of the acquired companies with an adjustment to certain asset and liability classifications. The change to the net assets acquired, intangible assets and goodwill were not material. The Company’s consolidated statements of earnings for previously reported periods was not materially impacted by these changes. During the year ended December 31, 2023, the Company made no significant adjustments to its purchase consideration for acquisitions completed in 2022. 2022 acquisitions: The Company acquired controlling interests in twelve businesses operating in the Americas, EMEA, Asia Pacific, and Investment Management. The acquisition date fair value of consideration transferred and purchase price allocation was as follows:
|  | Aggregate |
|  | Acquisitions |
Current assets, excluding cash |  | $ | 44,190 |
Non-current assets |  |  | 49,817 |
Current liabilities |  |  | 95,844 |
Long-term liabilities |  |  | 82,920 |
|  | $ | (84,757 | )
Cash consideration, net of cash acquired of $122,964 |  | $ | 1,007,297 |
Acquisition date fair value of contingent consideration |  |  | 57,600 |
Total purchase consideration |  | $ | 1,064,897 |
Acquired intangible assets (note 11) |  |  |  |
Finite life |  | $ | 714,775 |
Goodwill (note 12) |  | $ | 936,122 |
Redeemable non-controlling interest (note 18) |  | $ | 501,243 |
Acquired goodwill and intangible assets The purchase price allocations of acquisitions resulted in the recognition of goodwill. The primary factors contributing to goodwill acquired in the years ended December 31, 2023 and December 31, 2022 are assembled workforces, synergies with existing operations and future growth prospects. Specifically, the synergies in the Company’s acquisitions primarily relate to diversifying the Company’s client base and service offerings, cross-sell opportunities, increasing market share, and geographic expansion. Future growth prospects in the acquired businesses are consistent with long-term growth trends in the commercial real estate services and asset management industries. For acquisitions completed during the year ended December 31, 2023, goodwill in the amount of $22,168 is deductible for income tax purposes (2022 - $483,159). In determining the fair value of intangible assets acquired in business combinations, management makes estimates and assumptions which require significant judgment. In particular, the Company acquired $37,312 of Customer lists and relationships. Valuation of these intangible assets is based upon a discounted cash flow methodology where the most significant estimates relate to discount rates and forecasted revenues. In all years presented, the fair values of non-controlling interests were determined using an income approach with reference to a discounted cash flow model using the same assumptions implied in determining the purchase consideration. Contingent 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 December 31, 2023, was $44,712 ( December 31, 2022 - $91,229). See note 24 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 December 31, 2023, was $90,480 ( December 31, 2022 - $61,870). 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 $347,079 to a maximum of $404,458. These contingencies will expire during the period extending to September 2028. The consideration for the acquisitions during the year ended December 31, 2023, was financed from borrowings on the Revolving Credit Facility and cash on hand. During the year ended December 31, 2023, $56,530 was paid with reference to contingent consideration (2022 - $125,514). Unaudited Supplemental proforma The amounts of revenues and earnings contributed from the dates of acquisition and included in the Company’s consolidated results for the year ended December 31, 2023, and the supplemental pro forma revenues and earnings of the combined entity had the acquisition dates been January 1, 2022, are as follows:
|  | Revenues |  |  | Net earnings |
Actual from acquired entities for 2023 |  | $ | 41,029 |  |  | $ | 5,027 |
Supplemental pro forma for 2023 (unaudited) |  |  | 4,354,159 |  |  |  | 140,120 |
Supplemental pro forma for 2022 (unaudited) |  |  | 4,715,661 |  |  |  | 217,556 |
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://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org//1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org//805/tableOfContent + 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