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Cushman & Wakefield plc

For the period ended Jun 30, 2024. Filed Jul 30, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Jul 30, 2024

CWK$13.96-1.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-31; filed 2024-04-30.

0001628369-24-000010

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-06-30; filed 2024-07-30.

0001628369-24-000015

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 159 previous paragraphs and 201 current paragraphs.

114 unchanged; 35 reworded; 49 added; 9 removed; 1 previous and 3 current paragraphs rearranged.

Tables are not compared: 7 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (49)

Current report

◦Services, Capital markets and Valuation and other declined 3%, 15% and 4%, respectively.

Current report

•Net income of $13.5 million for the second quarter of 2024 increased $8.4 million compared to net income of $5.1 million for the second quarter of 2023. Diluted earnings per share was $0.06 for the quarter.

Current report

◦Adjusted EBITDA of $138.9 million decreased 5% from the second quarter of 2023.

Current report

•On June 18, 2024, we signed a definitive agreement to sell a non-core business that provides a third-party supplier network to support a small portion of our Services clients in the U.S. and Canada (the “Disposal Group”). This transaction will further the Company’s strategic focus on core long-term growth opportunities and is expected to accelerate optional debt repayment. The sale is expected to close during the third quarter of 2024.

Current report

•Revenue of $4.5 billion for the first half of 2024 decreased 4% from the first half of 2023.

Current report

◦Services, Capital markets and Valuation and other declined 3%, 9% and 1%, respectively.

Current report

◦Adjusted EBITDA of $217.0 million increased 5% from the first half of 2023.

Current report

Loss on disposal group reflects the loss of $12.5 million recognized in the second quarter of 2024 to reduce the carrying value of the Disposal Group to its fair value less costs to sell, as well as $1.5 million of other transaction costs associated with the pending sale. In 2023, loss on disposal group reflects a loss on the sale of a business in APAC.

Current report

CEO transition costsin 2024 reflects certain payroll taxes associated with compensation for John Forrester, the Company’s former Chief Executive Officer. In 2023, CEO transition costs reflects accelerated stock-based compensation expense associated with stock awards granted to Mr. Forrester, who stepped down from the position of CEO as of June 30, 2023, but who remained employed by the Company as a Strategic Advisor until December 31, 2023. The requisite service period under the applicable award agreements was satisfied upon Mr. Forrester’s retirement from the Company on December 31, 2023. We believe the accelerated expense for these stock awards, as well as the payroll taxes associated with such compensation, are similar in nature to one-time severance benefits and are not normal, recurring operating expenses necessary to operate the business.

Current report

Operating, administrative and other expenses of $294.2 million decreased $34.7 million or 11% compared to the three months ended June 30, 2023, driven by the impact of our cost savings initiatives, primarily realized as a reduction in employment costs. In addition, during June 2023, the Company incurred an $11.3 million servicing liability fee in connection with the amendment and extension of the A/R Securitization.

Current report

Restructuring, impairment and related charges of $17.4 million increased $10.4 million compared to the three months ended June 30, 2023, which reflected a loss of $12.5 million recognized in the second quarter of 2024 to reduce the carrying value of the Disposal Group to its fair value less costs to sell, partially offset by a decrease in severance and employment-related costs of $1.9 million. In 2023, the Company actioned certain cost savings initiatives, including a reduction in headcount across select roles to help optimize our workforce given the challenging macroeconomic conditions and operating environment, as well as property lease rationalizations. These actions continued into the first half of 2024.

Current report

Earnings from equity method investments of $4.3 million decreased $8.5 million compared to the three months ended June 30, 2023, primarily due to a decline of $6.5 million in earnings recognized from our equity method investment Cushman Wakefield Greystone LLC (the “Greystone JV”) due to lower transaction volumes as a result of tighter lending conditions given the volatility in interest rates.

Current report

Other income, net was $3.3 million for the three months ended June 30, 2024 compared to other expense, net of $4.8 million for the three months ended June 30, 2023, driven by lower net unrealized losses on our fair value investments, primarily related to our investment in WeWork, as well as higher royalty fee income.

Current report

Net income of $13.5 million increased $8.4 million compared to the three months ended June 30, 2023. Net income margin was 0.6% compared to net income margin of 0.2% for the three months ended June 30, 2023. The increase in net income was driven by the impact of our cost savings initiatives, including lower employment costs, growth in our Leasing service line, lower net unrealized losses on our fair value investments and fewer one-time, non-recurring expenses. In addition, a servicing liability fee associated with the amendment and extension of the A/R Securitization in the second quarter of 2023 also contributed to the year-over-year increase. These favorable trends were partially offset by declines in our Services and Capital markets service lines, and the loss on the Disposal Group recognized in the second quarter of 2024.

Current report

Adjusted EBITDA of $138.9 million decreased $7.2 million or 5% compared to the three months ended June 30, 2023, driven by the same factors impacting Net income above, with the exception of the loss on the Disposal Group, net unrealized losses on our fair value investments and the A/R Securitization servicing liability fee incurred in the prior year period. Adjusted EBITDA margin, measured against service line fee revenue, of 8.8% declined 18 basis points from the second quarter of 2023.

Current report

Six months ended June 30, 2024 compared to the six months ended June 30, 2023

Current report

Revenue of $4.5 billion decreased $182.5 million or 4% compared to the six months ended June 30, 2023, driven by the Americas, which decreased 6%. This decline was principally driven by decreases in Services and Gross contract reimbursables revenue of 3% and 8%, respectively, due to changes in client mix. Capital markets revenue declined 9%, driven by a 14% decline in the Americas, as volatility and uncertainty in the interest rate environment continued to challenge investment sales activity. Valuation and other revenue also declined 1%. Partially offsetting these trends was 3% growth in Leasing revenue compared to the six months ended June 30, 2023, driven by broad strength across all segments.

Current report

Costs of services of $3.7 billion decreased $178.4 million or 5% compared to the six months ended June 30, 2023, principally driven by a decrease in third-party consumables of approximately $145.0 million and a decrease in employment costs of approximately $30.0 million. Cost of services provided to clients decreased 2% and Cost of gross contract reimbursables decreased 8%, driven by the Americas, due to changes in client mix. Total costs of services as a percentage of total revenue was 83% for the six months ended June 30, 2024 compared to 83% for the six months ended June 30, 2023.

Current report

Operating, administrative and other expenses of $590.2 million decreased $54.6 million or 8% compared to the six months ended June 30, 2023, driven by the impact of our cost savings initiatives, primarily realized as a reduction in employment costs. In addition, during June 2023, the Company incurred an $11.3 million servicing liability fee in connection with the amendment and extension of the A/R Securitization. Operating, administrative and other expenses as a percentage of total revenue was 13% for the six months ended June 30, 2024 compared to 14% for the six months ended June 30, 2023.

Current report

Earnings from equity method investments of $16.0 million decreased $8.7 million compared to the six months ended June 30, 2023, primarily due to a decline of $5.6 million in earnings recognized from the Greystone JV due to lower transaction volumes as a result of tighter lending conditions given the volatility in interest rates.

Current report

Other income, net was $5.0 million for the six months ended June 30, 2024 compared to other expense, net of $10.8 million for the six months ended June 30, 2023, driven by lower net unrealized losses on our fair value investments, primarily related to our investment in WeWork.

Current report

Adjusted EBITDA of $109.0 million decreased $7.4 million or 6% compared to the second quarter of 2023, primarily driven by declines in our Services and Capital markets service lines and lower earnings recognized from the Greystone JV. These trends were partially offset by the impact of our cost savings initiatives and growth in our Leasing and Valuation and other service lines.

Current report

Americas: Six months ended June 30, 2024 compared to the six months ended June 30, 2023

Current report

Adjusted EBITDA of $173.4 million increased $0.3 million compared to the first half of 2023, primarily driven by the impact of our cost savings initiatives and growth in our Leasing and Valuation and other service lines. These trends were partially offset by declines in our Services and Capital markets service lines and lower earnings recognized from the Greystone JV.

Current report

EMEA revenue in the second quarter of 2024 was $221.9 million, a decrease of $18.0 million or 8% from the second quarter of 2023. Excluding the unfavorable impact of foreign currency of $0.1 million, EMEA revenue decreased 7% on a local currency basis. The decrease was principally driven by lower Services and Gross contract reimbursables revenue which were down 15% and 11%, on a local currency basis, respectively, due to declines in project management and changes in client mix. In addition, Valuation and other revenue was down 3%, on a local currency basis. Partially offsetting these declines was growth Capital markets revenue, which was up 7%, on a local currency basis, due to more favorable market conditions than the second quarter of 2023 driving momentum in trading across most markets.

Current report

Fee-based operating expenses of $181.7 million decreased 5% on a local currency basis principally due to lower sub-contractor costs and lower third-party consumable costs associated with revenue decreases in Services, partially offset by cost inflation.

Showing the first 40 of 49 passages. Open the source sections for the rest.

Removed paragraphs (9)

Previous report

•the ability of our principal shareholders to exert influence over us;

Previous report

◦Valuation and other grew 1%, driven by the Americas and EMEA.

Previous report

◦Services and Capital markets declined 3% and 1%, respectively.

Previous report

◦Adjusted EBITDA of $78.1 million increased 28% from the first quarter of 2023.

Previous report

Operating, administrative and other expenses of $296.0 million decreased $19.9 million or 6% compared to the three months ended March 31, 2023, principally driven by a decrease in employment costs and the impact of cost savings initiatives.

Previous report

Adjusted EBITDA of $64.4 million increased $7.7 million or 14%, primarily driven growth in our Leasing and Valuation and other service lines, as well as our cost savings initiatives. These trends were partially offset by declines in our Services and Capital markets service lines.

Previous report

Fee-based operating expenses of $185.6 million decreased 2% on a local currency basis principally due to lower third-party consumable costs associated with revenue decreases in Services.

Previous report

Adjusted EBITDA of $4.7 million decreased $1.6 million or 25% compared to the first quarter of 2023, primarily driven by increased operating expenses, partially offset by growth in transactions-based revenue and our cost savings initiatives.
Reworded paragraphs (35)

Previous wording

•Revenue of $2.2 billion for the first quarter of 2024 decreased 3% from the first quarter of 2023.

Current wording

•Revenue of $2.3 billion for the second quarter of 2024 decreased 5% from the second quarter of 2023.

Previous wording

•In April 2024, we repriced $1.0 billion of the 2030 Tranche-2, reducing the applicable interest rate spread on the 2030 Tranche-2 by 25 basis points from 1-month Term SOFR plus 4.00% to 1-month Term SOFR plus 3.75%.

Current wording

•In June 2024, we repriced the 2030 Tranche-1, reducing the applicable interest rate by 35 basis points to 1-month Term SOFR plus 3.00%. In addition, we elected to prepay $45.0 million of the 2025 Tranche.

Previous wording

◦Strong Leasing growth of 5% was driven by broad strength across segments, led by EMEA.

Current wording

◦Solid Leasing growth of 3% was driven by broad strength across all segments.

Previous wording

•Net loss of $28.8 million for the first quarter of 2024 decreased 62% compared to net loss of $76.4 million for the first quarter of 2023. Diluted loss per share for the first quarter of 2024 was $0.13.

Current wording

•Net loss of $15.3 million for the first half of 2024 improved 79% compared to net loss of $71.3 million for the first half of 2023. Diluted loss per share for the first half of 2024 was $0.07.

Previous wording

Demand for our services is largely dependent on the relative strength of the global and regional commercial real estate markets, which are highly sensitive to general macroeconomic conditions and the ability of market participants to access credit and the capital markets. There continues to be significant macroeconomic uncertainty in many markets around the world. During the first quarter of 2024, these macroeconomic challenges, including elevated interest rates, led to ongoing volatility within global capital and credit markets, which negatively impacted demand for our services. We expect many of these macroeconomic challenges to persist throughout at least the first half of 2024.

Current wording

Demand for our services is largely dependent on the relative strength of the global and regional commercial real estate markets, which are highly sensitive to general macroeconomic conditions and the ability of market participants to access credit and the capital markets. During the first half of 2024, these macroeconomic challenges, including elevated interest rates, led to ongoing volatility within global capital and credit markets, which negatively impacted demand for our services. While there continues to be significant macroeconomic uncertainty in many markets around the world, we experienced positive momentum in our Leasing service line, which grew 3% in revenue compared to the first half of 2023.

Previous wording

Adjusted EBITDA and Adjusted EBITDA margin: We have determined Adjusted EBITDA to be our primary measure of segment profitability. We believe that investors find this measure useful in comparing our operating performance to that of other companies in our industry because these calculations generally eliminate unrealized loss on investments, net, integration and other costs related to merger, acquisition related costs and efficiency initiatives, cost savings initiatives, CEO transition costs, servicing liability fees and amortization, certain legal and compliance matters, and other non-recurring items. Adjusted EBITDA also excludes the effects of financings, income tax and the non-cash accounting effects of depreciation and intangible asset amortization. Adjusted EBITDA margin, a non-GAAP measure of profitability as a percent of revenue, is measured against service line fee revenue.

Current wording

Adjusted EBITDA and Adjusted EBITDA margin: We have determined Adjusted EBITDA to be our primary measure of segment profitability. We believe that investors find this measure useful in comparing our operating performance to that of other companies in our industry because these calculations generally eliminate unrealized loss on investments, net, loss on disposal group, integration and other costs related to merger, acquisition related costs and efficiency initiatives, cost savings initiatives, CEO transition costs, servicing liability fees and amortization, certain legal and compliance matters, and other non-recurring items. Adjusted EBITDA also excludes the effects of financings, income tax and the non-cash accounting effects of depreciation and intangible asset amortization. Adjusted EBITDA margin, a non-GAAP measure of profitability as a percent of revenue, is measured against service line fee revenue.

Previous wording

Segment operating expenses and Fee-based operating expenses: Consistent with GAAP, reimbursed costs for certain customer contracts are presented on a gross basis in both revenue and operating expenses for which the Company recognizes substantially no margin. Total costs and expenses include segment operating expenses, as well as other expenses such as depreciation and amortization, integration and other costs related to merger, acquisition related costs and efficiency initiatives, cost savings initiatives, CEO transition costs, servicing liability fees and amortization, certain legal and compliance matters, and other non-recurring items. Segment operating expenses includes Fee-based operating expenses and Cost of gross contract reimbursables.

Current wording

Segment operating expenses and Fee-based operating expenses: Consistent with GAAP, reimbursed costs for certain customer contracts are presented on a gross basis in both revenue and operating expenses for which the Company recognizes substantially no margin. Total costs and expenses include segment operating expenses, as well as other expenses such as depreciation and amortization, loss on disposal group, integration and other costs related to merger, acquisition related costs and efficiency initiatives, cost savings initiatives, CEO transition costs, servicing liability fees and amortization, certain legal and compliance matters, and other non-recurring items. Segment operating expenses includes Fee-based operating expenses and Cost of gross contract reimbursables.

Previous wording

Cost savings initiatives primarily reflects severance and other one-time employment-related separation costs related to actions to reduce headcount across select roles to help optimize our workforce given the challenging macroeconomic conditions and operating environment, as well as property lease rationalizations. These actions continued into the first quarter of 2024.

Current wording

Cost savings initiatives primarily reflects severance and other one-time employment-related separation costs related to actions to reduce headcount across select roles to help optimize our workforce given the challenging macroeconomic conditions and operating environment, as well as property lease rationalizations. These actions continued in the first half of 2024.

Previous wording

The following table sets forth items derived from our Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (in millions):

Current wording

The following table sets forth items derived from our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2024 and 2023 (in millions):

Previous wording

Reconciliation of Net loss to Adjusted EBITDA (in millions):

Current wording

Reconciliation of Net income (loss) to Adjusted EBITDA (in millions):

Previous wording

(1) For the three months ended March 31, 2024, Other primarily reflects non-cash stock-based compensation expense associated with certain one-time retention awards which vested in February 2024 and bad debt expense driven by a sublessee default. For the three months ended March 31, 2023, Other primarily includes non-cash stock-based compensation expense associated with certain one-time retention awards.

Current wording

(1) For the three months ended June 30, 2024, Other primarily reflects one-time consulting costs associated with certain legal entity reorganization projects and a secondary offering of our ordinary shares by our former shareholders. For the six months ended June 30, 2024, Other also includes non-cash stock-based compensation expense associated with certain one-time retention awards which vested in February 2024 and bad debt expense driven by a sublessee default. For the three and six months ended June 30, 2023, Other primarily reflects non-cash stock-based compensation expense associated with certain one-time retention awards.

Previous wording

(1) For the three months ended March 31, 2024, Other primarily reflects non-cash stock-based compensation expense associated with certain one-time retention awards which vested in February 2024, bad debt expense driven by a sublessee default, and the effects of movements in foreign currency. For the three months ended March 31, 2023, Other primarily includes non-cash stock-based compensation expense associated with certain one-time retention awards and the effects of movements in foreign currency.

Current wording

(1) For the three months ended June 30, 2024, Other primarily reflects one-time consulting costs associated with certain legal entity reorganization projects and a secondary offering of our ordinary shares by our former shareholders, and the effects of movements in foreign currency. For the six months ended June 30, 2024, Other also includes non-cash stock-based compensation expense associated with certain one-time retention awards which vested in February 2024 and bad debt expense driven by a sublessee default. For the three and six months ended June 30, 2023, Other primarily reflects non-cash stock-based compensation expense associated with certain one-time retention awards and the effects of movements in foreign currency.

Previous wording

Revenue of $2.2 billion decreased $64.5 million or 3% compared to the three months ended March 31, 2023, primarily driven by the Americas, which decreased 6%. This decline was principally driven by decreases in Services and Gross contract reimbursables revenue of 3% and 8%, respectively, primarily due to changes in client mix. Capital markets revenue declined 1%, driven by a 6% decline in the Americas, as volatility and uncertainty in the interest rate environment continued to challenge investment sales activity. Partially offsetting these trends was 5% growth in Leasing revenue, principally driven by EMEA, and 1% growth in Valuation and other revenue compared to the three months ended March 31, 2023.

Current wording

Revenue of $2.3 billion decreased $118.0 million or 5% compared to the three months ended June 30, 2023, primarily driven by the Americas, which decreased 7%. This decline was principally driven by decreases in Services and Gross contract reimbursables revenue of 3% and 9%, respectively, due to changes in client mix. Capital markets revenue declined 15%, driven by a 19% decline in the Americas, as volatility and uncertainty in the interest rate environment continued to challenge investment sales activity. Valuation and other revenue also declined 4%. Partially offsetting these trends was 2% growth in Leasing revenue compared to the three months ended June 30, 2023, driven by the Americas and APAC.

Previous wording

Costs of services of $1.8 billion decreased $75.1 million or 4% compared to the three months ended March 31, 2023, principally driven by a decrease in third-party consumables of approximately $70.0 million. Cost of services provided to clients decreased 1% and Cost of gross contract reimbursables decreased 8%, primarily driven by the Americas, due to changes in client mix.

Current wording

Costs of services of $1.9 billion decreased $103.3 million or 5% compared to the three months ended June 30, 2023, principally driven by a decrease in third-party consumables of approximately $75.0 million and a decrease in employment costs of approximately $23.0 million. Cost of services provided to clients decreased 3% and Cost of gross contract reimbursables decreased 9%, driven by the Americas, due to changes in client mix.

Previous wording

Provision for income taxes for the first quarter of 2024 was $2.3 million on a loss before income taxes of $26.5 million. For the first quarter of 2023, the benefit from income taxes was $12.8 million on a loss before income taxes of $89.2 million. The increase in income tax expense compared to the three months ended March 31, 2023 was primarily driven by a lower loss before income taxes and changes in the jurisdictional mix of earnings resulting in higher nondeductible losses when compared to the same period in 2023.

Current wording

Provision for income taxes for the second quarter of 2024 was $3.7 million on earnings before income taxes of $17.2 million. For the second quarter of 2023, the provision for income taxes was $1.3 million on earnings before income taxes of $6.4 million. The increase in income tax expense compared to the three months ended June 30, 2023 was primarily driven by higher earnings before income taxes and changes in the jurisdictional mix of earnings resulting in higher non-deductible losses when compared to the same period in 2023.

Previous wording

Restructuring, impairment and related charges of $5.0 million decreased $2.2 million compared to the three months ended March 31, 2023, which reflected a decrease in severance and employment-related costs of $1.5 million, as well as a decrease in right-of-use asset impairment charges of $0.7 million. In 2023, the Company actioned certain cost savings initiatives, including a reduction in headcount across select roles to help optimize our workforce given the challenging macroeconomic conditions and operating environment, as well as property lease rationalizations. These actions continued into the first quarter of 2024.

Current wording

Restructuring, impairment and related charges of $22.4 million increased $8.2 million compared to the six months ended June 30, 2023, which reflected a loss of $12.5 million recognized in the second quarter of 2024 to reduce the carrying value of the Disposal Group to its fair value less costs to sell, partially offset by a decrease in severance and employment-related costs of $3.3 million, as well as a decrease in right-of-use asset impairment charges of $0.9 million. In 2023, the Company actioned certain cost savings initiatives, including a reduction in headcount across select roles to help optimize our workforce given the challenging macroeconomic conditions and operating environment, as well as property lease rationalizations. These actions continued into the first half of 2024.

Previous wording

Interest expense of $58.7 million decreased $18.1 million or 24% compared to the three months ended March 31, 2023, primarily related to a loss on debt extinguishment of $16.9 million, as well as $4.7 million of new transaction costs expensed in the first quarter of 2023 in connection with the refinancing of a portion of the borrowings under our 2018 Credit Agreement (see Note 9: Long-Term Debt and Other Borrowings in the Notes to the Condensed Consolidated Financial Statements for further information). The decrease in interest expense was partially offset by higher variable interest rates on our Term Loans compared to the prior year period.

Current wording

Interest expense of $119.5 million decreased $15.2 million or 11% compared to the six months ended June 30, 2023, primarily related to a loss on debt extinguishment of $16.9 million, as well as $4.7 million of new transaction costs expensed in the first quarter of 2023 in connection with the refinancing of a portion of the borrowings under our 2018 Credit Agreement (see Note 10: Long-Term Debt and Other Borrowings in the Notes to the Condensed Consolidated Financial Statements for further information). The decrease in interest expense was partially offset by higher variable interest rates on our Term Loans compared to the prior year period.

Previous wording

Net loss of $28.8 million decreased 62% compared to net loss of $76.4 million in the three months ended March 31, 2023. Net loss margin was 1.3% compared to net loss margin of 3.4% the three months ended March 31, 2023. The decrease in net loss was principally driven by growth in our Leasing and Valuation and other service lines as well as the impact of our cost savings initiatives. In addition, a loss on debt extinguishment incurred in the first quarter of 2023 contributed to the larger net loss in the prior year period. These favorable trends were partially offset by declines in Services.

Current wording

Net loss of $15.3 million improved $56.0 million compared to net loss of $71.3 million in the six months ended June 30, 2023. Net loss margin was 0.3% compared to net loss margin of 1.5% for the six months ended June 30, 2023. The improvement in net loss was driven by the impact of our cost savings initiatives, including lower employment costs, growth in our Leasing service line and lower net unrealized losses on our fair value investments. In addition, a loss on debt extinguishment incurred in the first quarter of 2023 and a servicing liability fee associated with the amendment and extension of the A/R Securitization in the second quarter of 2023 also contributed to the improvement from the prior year period. These favorable trends were partially offset by declines in our Services and Capital markets service lines, and the loss on the Disposal Group recognized in the second quarter of 2024.

Previous wording

Adjusted EBITDA of $78.1 million increased $17.2 million or 28% compared to the prior year period, driven by the same factors impacting Net loss above, with the exception of the loss on debt extinguishment incurred in the prior year period. Adjusted EBITDA margin, measured against service line fee revenue, of 5.2% expanded 117 basis points from the first quarter of 2023.

Current wording

Adjusted EBITDA of $217.0 million increased $10.0 million or 5% compared to the six months ended June 30, 2023, driven by the same factors impacting Net loss above, with the exception of the loss on the Disposal Group, net unrealized losses on our fair value investments, and the loss on debt extinguishment and A/R Securitization servicing liability fee incurred in the prior year period. Adjusted EBITDA margin, measured against service line fee revenue, of 7.0% expanded 44 basis points from the six months ended June 30, 2023.

Previous wording

For segment reporting, Service line fee revenue represents revenue for fees generated from each of our service lines. Gross contract reimbursables reflects revenue from clients which have substantially no margin. Our measure of segment profitability, Adjusted EBITDA, excludes the effects of financings, income taxes and depreciation and amortization, as well as unrealized loss on investments, net, integration and other costs related to merger, acquisition related costs and efficiency initiatives, cost savings initiatives, CEO transition costs, servicing liability fees and amortization, certain legal and compliance matters, and other non-recurring items.

Current wording

For segment reporting, Service line fee revenue represents revenue for fees generated from each of our service lines. Gross contract reimbursables reflects revenue from clients which have substantially no margin. Our measure of segment profitability, Adjusted EBITDA, excludes the effects of financings, income taxes and depreciation and amortization, as well as unrealized loss on investments, net, loss on disposal group, integration and other costs related to merger, acquisition related costs and efficiency initiatives, cost savings initiatives, CEO transition costs, servicing liability fees and amortization, certain legal and compliance matters, and other non-recurring items.

Previous wording

The following table summarizes our results of operations by our Americas segment for the three months ended March 31, 2024 and 2023 (in millions):

Current wording

The following table summarizes our results of operations by our Americas segment for the three and six months ended June 30, 2024 and 2023 (in millions):

Previous wording

Americas revenue in the first quarter of 2024 was $1.6 billion, a decrease of $99.0 million or 6% from the first quarter of 2023. This decline was principally driven by lower Services and Gross contract reimbursables revenue which were down 5% and 11% primarily due to changes in client mix. In addition, volatility and uncertainty in the interest rate environment continued to challenge investment sales activity resulting in a decline in Capital markets revenue of 6%. Partially offsetting these declines was growth in Leasing and Valuation and other revenue of 1% and 7%, respectively.

Current wording

Americas revenue in the second quarter of 2024 was $1.7 billion, a decrease of $123.1 million or 7% from the second quarter of 2023. This decline was principally driven by lower Services and Gross contract reimbursables revenue which were down 4% and 12%, respectively, primarily due to changes in client mix. In addition, volatility and uncertainty in the interest rate environment continued to challenge investment sales activity resulting in a decline in Capital markets revenue of 19%. Partially offsetting these declines was growth in Leasing and Valuation and other revenue of 2% and 1%, respectively.

Previous wording

Fee-based operating expenses of $1.0 billion decreased 4% principally due to lower sub-contractor costs and lower third-party consumable costs associated with revenue decreases in Services, as well as our cost savings initiatives.

Current wording

Fee-based operating expenses of $1.0 billion decreased 4% principally due to lower sub-contractor costs and lower third-party consumable costs associated with revenue decreases in Services, as well as the impact of our cost savings initiatives.

Previous wording

The following table summarizes our results of operations by our EMEA segment for the three months ended March 31, 2024 and 2023 (in millions):

Current wording

The following table summarizes our results of operations by our EMEA segment for the three and six months ended June 30, 2024 and 2023 (in millions):

Previous wording

EMEA revenue in the first quarter of 2024 was $222.4 million, an increase of $17.2 million or 8% from the first quarter of 2023. Excluding the favorable impact of foreign currency of $5.0 million, EMEA revenue increased 6% on a local currency basis. The increase was principally driven by growth in Leasing and Capital markets revenue which were up 30% and 12%, respectively, on a local currency basis, due to more favorable market conditions than the first quarter of 2023 driving momentum in trading across most markets. Gross contract reimbursables revenue also increased 24%, on a local currency basis, driven by changes in client mix. Partially offsetting these increases was a decline in Services revenue of 9%, on a local currency basis, due to declines in project management.

Current wording

EMEA revenue in the first half of 2024 was $444.2 million, a decrease of $1.0 million from the first half of 2023. Excluding the favorable impact of foreign currency of $4.7 million, EMEA revenue decreased 1% on a local currency basis. The decrease was principally driven by lower Services revenue which was down 12%, on a local currency basis, due to declines in project management and changes in client mix. Partially offsetting this decline was growth in Leasing and Capital markets revenue which were up 13% and 9%, respectively, on a local currency basis, due to more favorable market conditions than the first half of 2023 driving momentum in trading across most markets. Gross contract reimbursables revenue also increased 3%, on a local currency basis, driven by changes in client mix.

Previous wording

Adjusted EBITDA of $9.0 million increased $11.1 million compared to the first quarter of 2023, primarily driven by increases in transactions-based revenue and our cost savings initiatives.

Current wording

Adjusted EBITDA of $22.2 million increased $7.4 million or 50% compared to the first half of 2023, primarily driven by increases in Leasing and Capital markets revenue and the impact of our cost savings initiatives, partially offset by cost inflation and higher incentive compensation.

Previous wording

The following table summarizes our results of operations by our APAC segment for the three months ended March 31, 2024 and 2023 (in millions):

Current wording

The following table summarizes our results of operations by our APAC segment for the three and six months ended June 30, 2024 and 2023 (in millions):

Previous wording

Fee-based operating expenses of $255.0 million increased 6% on a local currency basis principally due to higher third-party consumable costs, partially offset by lower sub-contractor costs and our cost savings initiatives.

Current wording

Fee-based operating expenses of $247.9 million increased 5% on a local currency basis principally due to higher third-party consumable costs and higher sub-contractor costs associated with revenue increases in Services, partially offset by the impact of our cost savings initiatives.

Previous wording

APAC revenue in the first quarter of 2024 was $341.4 million, an increase of $17.3 million from the first quarter of 2023. Excluding the unfavorable impact of foreign currency of $8.3 million, APAC revenue increased 8% on a local currency basis. The increase was principally driven by growth in Leasing and Capital markets revenue which were up 10% and 52%, respectively, on a local currency basis, due to more favorable market conditions than the first quarter of 2023. Services revenue also increased 7%, on a local currency basis, due to increases in facilities management and project management. Partially offsetting these increases was a decline in Valuation and other revenue of 6% on a local currency basis.

Current wording

APAC revenue in the first half of 2024 was $694.2 million, an increase of $40.8 million or 6% from the first half of 2023. Excluding the unfavorable impact of foreign currency of $15.2 million, APAC revenue increased 9% on a local currency basis. The increase was principally driven by growth in Services and Gross contract reimbursables revenue which were up 8% and 12%, on a local currency basis, respectively, due to increases in facilities management and project management. In addition, Leasing and Capital markets revenue also increased 8% and 35%, respectively, on a local currency basis, due to more favorable market conditions than the first half of 2023. Partially offsetting these trends was a decline in Valuation and other revenue of 7% on a local currency basis.

Previous wording

In the absence of a large strategic acquisition or other extraordinary events, we believe our cash on hand, cash flow from operations and availability under our Revolver will be sufficient to meet our anticipated cash requirements for the foreseeable future, and at a minimum for the next 12 months. We may seek to take advantage of opportunities to refinance existing debt instruments, as we have done in the past, with new debt instruments at interest rates, maturities and terms we consider attractive. In April 2024, we amended the 2018 Credit Agreement, under materially the same terms, to reprice $1.0 billion of the Company’s Term Loans due in 2030, reducing the applicable interest rate on the 2030 Tranche-2 by 25 basis points from 1-month Term SOFR plus 4.00% to 1-month Term SOFR plus 3.75%.

Current wording

In the absence of a large strategic acquisition or other extraordinary events, we believe our cash on hand, cash flow from operations and availability under our Revolver will be sufficient to meet our anticipated cash requirements for the foreseeable future, and at a minimum for the next 12 months. We may seek to take advantage of opportunities to refinance existing debt instruments, as we have done in the past, with new debt instruments at interest rates, maturities and terms we consider attractive. In the second quarter of 2024, we amended the 2018 Credit Agreement, under materially the same terms, to reduce the applicable interest rate for a portion of the Company’s Term Loans. Refer to Note 10: Long-Term Debt and Other Borrowings for additional information.

Previous wording

As a professional services firm, funding our operating activities is not capital intensive. Total capital expenditures for the three months ended March 31, 2024 were $10.5 million.

Current wording

As a professional services firm, funding our operating activities is not capital intensive. Total capital expenditures for the six months ended June 30, 2024 were $22.3 million.

Previous wording

The Company is party to an off-balance sheet revolving A/R Securitization, whereby we continuously sell eligible trade receivables to an unaffiliated financial institution. Receivables are derecognized from our balance sheet upon sale, for which we receive cash payment and record a deferred purchase price receivable which is realized after collection of the underlying receivables. This program also provides funding from a committed purchaser against receivables sold into the program with a maximum facility limit of $200.0 million. As of March 31, 2024, the Company had aggregate capital outstanding under this facility of $100.0 million. This amount was repaid in full in April 2024. The A/R Securitization expires on June 19, 2026, unless extended or an earlier termination event occurs. Refer to Note 13: Accounts Receivable Securitization of the Notes to the Condensed Consolidated Financial Statements for further information.

Current wording

The Company is party to an off-balance sheet revolving A/R Securitization, whereby we continuously sell eligible trade receivables to an unaffiliated financial institution. Receivables are derecognized from our balance sheet upon sale, for which we receive cash payment and record a deferred purchase price receivable which is realized after collection of the underlying receivables. This program also provides funding from a committed purchaser against receivables sold into the program with a maximum facility limit of $200.0 million. As of June 30, 2024, the Company had aggregate capital outstanding under this facility of $180.0 million. This amount was repaid in full in July 2024. The A/R Securitization expires on June 19, 2026, unless extended or an earlier termination event occurs. Refer to Note 14: Accounts Receivable Securitization of the Notes to the Condensed Consolidated Financial Statements for further information.

Previous wording

We used $125.1 million of cash in operating activities during the three months ended March 31, 2024, a decrease of $96.4 million compared to the three months ended March 31, 2023. For the three months ended March 31, 2024, we used net working capital for operations of $156.0 million, a decrease of $87.0 million compared to the three months ended March 31, 2023. The reduction in our use of net working capital was principally driven by decreases in trade receivables as a result of higher cash collections during the first quarter of 2024, lower cash payments of accounts payable, and a higher employee medical claims accrual. In addition, the decrease in cash flows used in operating activities was driven by a $47.6 million decline in net loss.

Current wording

June 30, 2023. The reduction in our use of net working capital was principally driven by lower bonus accruals and lower income taxes payable. In addition, the decrease in cash flows used in operating activities was driven by a $56.0 million improvement in net loss.

Previous wording

We used $10.8 million of cash in investing activities during the three months ended March 31, 2024, which primarily represents capital expenditures of $10.5 million. This is compared to cash provided by investing activities of $73.3 million during the three months ended March 31, 2023, which was primarily driven by $90.0 million in capital funding from the facility limit secured by our A/R Securitization, offset by capital expenditures of $10.0 million and investments in equity securities of $4.8 million.

Current wording

We generated $56.9 million of cash from investing activities during the six months ended June 30, 2024, which primarily represents the net capital funding from the facility limit secured by our A/R Securitization of $80.0 million, offset by capital expenditures of $22.3 million. This is compared to cash provided by investing activities of $145.4 million during the six months ended June 30, 2023, which was primarily driven by the net capital funding from the facility limit secured by our A/R Securitization of $170.0 million, offset by capital expenditures of $20.6 million and investments in equity securities of $5.5 million.

Previous wording

We used $72.9 million of cash in financing activities during the three months ended March 31, 2024, an increase of $30.1 million from the three months ended March 31, 2023, primarily driven by repayment of borrowings under our 2018 Credit Agreement of $55.0 million, partially offset lower net settlement of equity awards for payment of employee related taxes. In addition, we paid debt issuance costs of $23.5 million in the first quarter of 2023.

Current wording

We used $140.5 million of cash in financing activities during the six months ended June 30, 2024, an increase of $85.5 million from the six months ended June 30, 2023, primarily driven by repayment of borrowings under our 2018 Credit Agreement of $100.0 million, higher net settlement of equity awards for payment of employee related taxes, and higher payments of deferred and contingent consideration and finance lease liabilities. Partially offsetting these trends was payment of debt issuance costs of $23.5 million in the first half of 2023.
Rearranged current paragraphs (3)

Current report — wording carried from elsewhere

Provision for income taxes for the six months ended June 30, 2024 was $6.0 million on a loss before income taxes of $9.3 million. For the six months ended June 30, 2023, the benefit from income taxes was $11.5 million on a loss before income taxes of $82.8 million. The change from income tax benefit to income tax expense was driven by a lower loss before income taxes and changes in the jurisdictional mix of earnings resulting in higher non-deductible losses when compared to the same period in 2023.

Current report — wording carried from elsewhere

Americas revenue in the first half of 2024 was $3.3 billion, a decrease of $222.3 million or 6% from the first half of 2023. This decline was principally driven by lower Services and Gross contract reimbursables revenue which were down 4% and 11%, respectively, primarily due to changes in client mix. In addition, volatility and uncertainty in the interest rate environment continued to challenge investment sales activity resulting in a decline in Capital markets revenue of 14%. Partially offsetting these declines was growth in Leasing and Valuation and other revenue of 2% and 3%, respectively.

Current report — wording carried from elsewhere

Fee-based operating expenses of $2.0 billion decreased 4% principally due to lower sub-contractor costs and lower third-party consumable costs associated with revenue decreases in Services, as well as the impact of our cost savings initiatives.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

•In March 2024, we elected to prepay $50.0 million of the 2025 Tranche.