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Cushman & Wakefield plc

For the period ended Sep 30, 2024. Filed Nov 5, 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.

Sep 30, 2024 · Filed Nov 5, 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 2024-06-30; filed 2024-07-30.

0001628369-24-000015

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

Current report: 10-Q

Period ended 2024-09-30; filed 2024-11-05.

0001628369-24-000020

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 201 previous paragraphs and 206 current paragraphs.

117 unchanged; 56 reworded; 29 added; 26 removed; 2 previous and 4 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 (29)

Current report

◦Leasing grew 13% driven by industrial and office leasing in the Americas and APAC.

Current report

◦Valuation and other grew 8% driven by the Americas and EMEA.

Current report

◦Services and Capital markets declined 2% and 4%, respectively.

Current report

•On August 1, 2024, we completed the sale of a non-core Services business in the Americas, which resulted in a loss on disposition of $4.5 million and $17.0 million during the three and nine months ended September 30, 2024, respectively.

Current report

•Revenue of $6.8 billion for the nine months ended September 30, 2024 decreased 2% from the nine months ended September 30, 2023.

Current report

◦Services and Capital markets declined 2% and 7%, respectively.

Current report

•Net income of $18.4 million for the nine months ended September 30, 2024 increased $123.6 million compared to net loss of $105.2 million for the nine months ended September 30, 2023. Diluted earnings per share for the nine months ended September 30, 2024 was $0.08.

Current report

◦Adjusted EBITDA of $359.5 million increased 1% from the nine months ended September 30, 2023.

Current report

Loss on dispositions reflects losses on the sale or disposition of businesses as well as other transaction costs associated with the sales, which are not indicative of our core operating results given the low frequency of business dispositions by the Company.

Current report

Legal and compliance matters includes estimated losses and settlements for certain legal matters which are not considered ordinary course legal matters given the infrequency of similar cases brought against the Company, complexity of the matter, nature of the remedies sought and/or our overall litigation strategy. We exclude such losses from the calculation of Adjusted EBITDA to improve the comparability of our operating results for the current period to prior and future periods.

Current report

Gains from insurance proceeds represents one-time gains related to certain contingent events, such as insurance recoveries, which are not considered ordinary course and which are only recorded once realized or realizable, net of related legal fees. We exclude such net gains from the calculation of Adjusted EBITDA to improve the comparability of our operating results for the current period to prior and future periods.

Current report

Revenue of $2.3 billion increased $58.2 million or 3% compared to the three months ended September 30, 2023, primarily driven by Leasing revenue growth of 13%, with strength in the Americas and APAC. In the Americas, Leasing revenue grew 16% primarily driven by strong office and industrial revenue as a result of improved business optimism. In addition, Valuation and other revenue increased 8%. Partially offsetting these trends was a 4% decline in Capital markets revenue, primarily driven by APAC, as volatility and uncertainty in the interest rate environment continued to challenge investment sales activity. Services revenue declined 2% and Gross contract reimbursables increased 2% due to changes in client mix and the sale of a non-core Services business on August 1, 2024.

Current report

Operating, administrative and other expenses of $314.2 million increased $13.3 million or 4% compared to the three months ended September 30, 2023, driven by higher employment costs due to the timing of incentive compensation accrual adjustments in the third quarter of 2023, partially offset by our cost savings initiatives.

Current report

Restructuring, impairment and related charges of $14.1 million increased $4.9 million compared to the three months ended September 30, 2023, primarily driven by an additional $4.5 million loss on disposition recognized in the third quarter of 2024 related to the sale of a non-core Services business in the Americas.

Current report

Nine months ended September 30, 2024 compared to the nine months ended September 30, 2023

Current report

Americas revenue in the third quarter of 2024 was $1.8 billion, an increase of $48.6 million or 3% from the third quarter of 2023. This increase was principally driven by higher Leasing revenue which was up 16%, primarily due to higher tenant representation revenue as a result of more favorable market conditions than the third quarter of 2023. In addition, Valuation and other and Capital markets revenue increased by 24% and 2%, respectively, reflecting improved business confidence. Partially offsetting these increases were declines in Services and Gross contract reimbursables revenue of 1% and 2%, respectively, primarily as a result of the sale of a non-core Services business on August 1, 2024.

Current report

Fee-based operating expenses of $1.1 billion increased 5% principally due to higher commissions associated with revenue increases in Leasing and higher employment costs due to the timing of incentive compensation accrual adjustments in the third quarter of 2023, partially offset by lower sub-contractor and third-party consumable costs associated with revenue decreases in Services.

Current report

Americas: Nine months ended September 30, 2024 compared to the nine months ended September 30, 2023

Current report

Fee-based operating expenses of $177.0 million decreased 10% on a local currency basis principally due to lower sub-contractor and third-party consumable costs associated with revenue decreases in Services, partially offset by cost inflation.

Current report

Adjusted EBITDA of $12.4 million decreased $4.2 million or 25% compared to the third quarter of 2023, primarily driven by lower Services, Leasing and Capital markets revenue.

Current report

EMEA: Nine months ended September 30, 2024 compared to the nine months ended September 30, 2023

Current report

Fee-based operating expenses of $544.1 million decreased 6% on a local currency basis principally due to lower sub-contractor and third-party consumable costs associated with revenue decreases in Services, partially offset by higher incentive compensation and cost inflation.

Current report

Adjusted EBITDA of $18.8 million increased $2.8 million or 18% compared to the third quarter of 2023, primarily driven by growth in Services and Leasing revenue and the impact of our cost savings initiatives, partially offset by declines in our Capital markets and Valuation and other service lines and higher incentive compensation.

Current report

APAC: Nine months ended September 30, 2024 compared to the nine months ended September 30, 2023

Current report

Adjusted EBITDA of $40.2 million increased $5.0 million or 14% compared to the nine months ended September 30, 2023, primarily driven by growth in Leasing and Services revenue and the impact of our cost savings initiatives, partially offset by declines in our Capital Markets and Valuation and other service lines.

Current report

In October 2024, we elected to prepay the remaining $47.9 million principal balance outstanding under the 2025 Tranche of our Term Loans, bringing our aggregate year-to-date debt repayments, including required principal payments, to $200.4 million. As of the date of this report, there are no further long-term debt arrangements maturing prior to 2028. Additionally, in October 2024, we repriced the 2030 Tranche-2 of our Term Loans, reducing the applicable interest rate by 50 basis points to 1-month Term SOFR plus 3.25%.
Removed paragraphs (26)

Previous report

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

Previous 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.

Previous report

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

Previous report

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

Previous report

•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 report

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

Previous 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.

Previous report

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

Previous 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.

Previous report

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 report

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

Previous report

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.

Previous report

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.

Previous 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.

Previous report

Adjusted EBITDA of $13.2 million decreased $3.7 million or 22% compared to the second quarter of 2023, primarily driven by cost inflation and higher incentive compensation outpacing cost efficiencies during the quarter.

Previous report

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

Previous report

Fee-based operating expenses of $367.3 million decreased 4% 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.

Previous report

Adjusted EBITDA of $16.7 million increased $3.9 million or 30% compared to the second quarter of 2023, primarily driven by growth in Leasing and Capital markets revenue and the impact of our cost savings initiatives, partially offset by declines in our Valuation and other service line.

Previous report

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

Previous report

Adjusted EBITDA of $21.4 million increased $2.3 million or 12% compared to the first half of 2023, primarily driven by growth in Leasing and Capital markets revenue and the impact of our cost savings initiatives, partially offset by our Valuation and other service line.

Previous report

We used $103.3 million of cash in operating activities during the six months ended June 30, 2024, a decrease of $135.0 million compared to the six months ended June 30, 2023. For the six months ended June 30, 2024, we used net working capital for operations of $181.1 million, a decrease of $160.5 million compared to the six months ended
Reworded paragraphs (56)

Previous wording

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

Current wording

•Revenue of $2.3 billion for the third quarter of 2024 increased 3% from the third quarter of 2023.

Previous wording

•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 wording

•Net income of $33.7 million for the third quarter of 2024 increased $67.6 million compared to net loss of $33.9 million for the third quarter of 2023. Diluted earnings per share was $0.14 for the quarter.

Previous wording

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

Current wording

◦Adjusted EBITDA of $142.5 million decreased 5% from the third quarter of 2023.

Previous wording

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

Current wording

◦Strong Leasing growth of 7% was driven by broad strength across all segments, particularly the Americas.

Previous wording

•Liquidity as of June 30, 2024 was $1.7 billion, consisting of availability on the Company’s undrawn Revolver of $1.1 billion and cash and cash equivalents of $0.6 billion.

Current wording

•Liquidity as of September 30, 2024 was $1.9 billion, consisting of availability on the Company’s undrawn Revolver of $1.1 billion and cash and cash equivalents of $0.8 billion.

Previous 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.

Current wording

In October 2024, we elected to prepay the remaining $47.9 million principal balance outstanding under the 2025 Tranche of our Term Loans, bringing our aggregate year-to-date debt repayments, including required principal payments, to $200.4 million. As of the date of this report, there are no funded long-term debt arrangements maturing prior to 2028. Additionally, in October 2024, we repriced the 2030 Tranche-2 of our Term Loans, reducing the applicable interest rate by 50 basis points to 1-month Term SOFR plus 3.25%.

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. 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.

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. Although borrowing costs have remained elevated, the commercial real estate industry overall has shown signs of improvement, as evidenced by growth in our Leasing revenue, which grew 7% compared to the nine months ended September 30, 2023, primarily driven by strength in the industrial and office sectors. In addition, actions taken by the Federal Reserve to lower interest rates in September 2024 are expected to improve optimism among real estate owners and investors and could result in more favorable commercial real estate fundamentals and underwriting assumptions.

Previous wording

Our results may include the incremental impact of completed transactions, which could impact the comparability of our results on a year-over-year basis. Our results could include incremental revenues and expenses following the completion of an acquisition, or comparable results could include revenues and expenses of recent dispositions. Additionally, there could be an adverse impact on net income for a period of time after the completion of an acquisition driven by transaction-related and integration expenses. From time to time, we use strategic and in-fill acquisitions, as well as joint ventures, to add new service capabilities, to increase our scale within existing capabilities and to expand our presence in new or existing geographic regions globally. As it relates to dispositions, results may include gains (losses) on the disposition and we may incur incremental transaction-related costs that could have an adverse impact on net income.

Current wording

Our results may include the incremental impact of completed transactions, which could impact the comparability of our results on a year-over-year basis. Our results could include incremental revenues and expenses following the completion of an acquisition, or comparable results could include revenues and expenses of recent dispositions. Additionally, there could be an adverse impact on net income for a period of time after the completion of an acquisition driven by transaction-related and integration expenses. From time to time, we use strategic and in-fill acquisitions, as well as joint ventures, to add new service capabilities, to increase our scale within existing capabilities and to expand our presence in new or existing geographic regions globally. As it relates to dispositions, results may include gains or losses on the disposition and we may incur incremental transaction-related costs that could have an adverse impact on net income.

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, 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.

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 (gain) loss on investments, net, loss on dispositions, 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, gains from insurance proceeds 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, 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.

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 dispositions, 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. We believe Fee-based operating expenses more accurately reflects the costs we incur during the course of delivering services to our clients and is more consistent with how we manage our expense base and operating margins.

Previous wording

Unrealized loss on investments, netrepresents net unrealized losses on fair value investments. Prior to 2024, this primarily reflected unrealized losses on our investment in WeWork.

Current wording

Unrealized (gain) loss on investments, netrepresents net unrealized gains and losses on fair value investments. Prior to 2024, this primarily reflected unrealized losses on our investment in WeWork.

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 in the first half 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 through September 30, 2024.

Previous wording

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 wording

CEO transition costsin 2024 reflects certain payroll taxes associated with compensation for John Forrester, the Company’s former Chief Executive Officer (“CEO”). 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. In 2023, CEO transition costs also included Mr. Forrester’s salary and bonus accruals for the third quarter of 2023. We believe the accelerated stock-based compensation expense, salary and bonus accruals, 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.

Previous 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):

Current wording

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

Previous 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.

Current wording

(1) For the three months ended September 30, 2024, Other primarily reflects one-time consulting costs associated with the Company rebranding and discrete offshoring costs. For the nine months ended September 30, 2024, Other also includes 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 one-time consulting costs associated with a secondary offering of our ordinary shares by our former shareholders. For the three and nine months ended September 30, 2023, Other primarily reflects non-cash stock-based compensation expense associated with certain one-time retention awards and one-time consulting costs associated with certain legal entity reorganization projects.

Previous 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.

Current wording

(1) For the three months ended September 30, 2024, Other primarily reflects one-time consulting costs associated with the Company rebranding, discrete offshoring costs and the effects of movements in foreign currency. For the nine months ended September 30, 2024, Other also includes 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 one-time consulting costs associated with a secondary offering of our ordinary shares by our former shareholders. For the three and nine months ended September 30, 2023, Other primarily reflects non-cash stock-based compensation expense associated with certain one-time retention awards, one-time consulting costs associated with certain legal entity reorganization projects and the effects of movements in foreign currency.

Previous 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.

Current wording

Costs of services of $1.9 billion increased $29.7 million or 2% compared to the three months ended September 30, 2023, principally driven by an increase in employment costs of approximately $83.0 million including higher commissions as a result of higher Leasing revenue, partially offset by declines in third-party consumables and sub-contractor costs of approximately $40.0 million, as a result of lower Services revenue. Cost of services provided to clients increased 1% and Cost of gross contract reimbursables increased 2%.

Previous 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.

Current wording

Interest expense of $54.9 million decreased $34.6 million or 39% compared to the three months ended September 30, 2023, primarily related to a loss on debt extinguishment of $25.0 million as well as $4.0 million of new transaction costs expensed in the third 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 also partially driven by lower variable interest rates on our Term Loans compared to the prior year period.

Previous wording

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 wording

Earnings from equity method investments of $12.1 million decreased $4.5 million compared to the three months ended September 30, 2023, primarily due to a decline 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.

Previous wording

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 wording

Other income, net was $20.6 million for the three months ended September 30, 2024 compared to other expense, net of $2.0 million for the three months ended September 30, 2023, driven by a $17.3 million gain from insurance proceeds recognized in the third quarter of 2024 (see Note 11: Commitments and Contingencies in the Notes to the Condensed Consolidated Financial Statements for further information), as well as lower net unrealized losses on our fair value investments, primarily related to our investment in WeWork.

Previous 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.

Current wording

Provision for income taxes for the third quarter of 2024 was $19.3 million on earnings before income taxes of $53.0 million. For the third quarter of 2023, the provision for income taxes was $16.6 million on loss before income taxes of $17.3 million. The increase in income tax expense compared to the three months ended September 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

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 wording

Net income was $33.7 million for the three months ended September 30, 2024 compared to net loss of $33.9 million for the three months ended September 30, 2023. Net income margin was 1.4% compared to net loss margin of 1.5% for the three months ended September 30, 2023. The $67.6 million increase in net income was driven by growth in our Leasing service line, the impact of our cost savings initiatives, a one-time gain from insurance proceeds and lower losses on our fair value investments. Additionally, a loss on debt extinguishment incurred in 2023 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, higher incentive compensation and the loss on disposition recognized in the third quarter of 2024.

Previous wording

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 wording

Adjusted EBITDA of $142.5 million decreased $7.5 million or 5% compared to the three months ended September 30, 2023, driven by the same factors impacting Net income above, with the exception of the gain from insurance proceeds, net unrealized losses on our fair value investments, loss on disposition and loss on debt extinguishment incurred in the prior year period. Adjusted EBITDA margin, measured against service line fee revenue, of 8.7% declined 72 basis points from the third quarter of 2023.

Previous 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.

Current wording

Revenue of $6.8 billion decreased $124.3 million or 2% compared to the nine months ended September 30, 2023, driven by the Americas and EMEA which decreased 3% and 3%, respectively, partially offset by growth in APAC of 7%. This decline was principally driven by decreases in Services and Gross contract reimbursables revenue of 2% and 5%, respectively, due to changes in client mix. Capital markets revenue declined 7%, driven by a 9% decline in the Americas, as volatility and uncertainty in the interest rate environment continued to challenge investment sales activity in the first half of 2024. Partially offsetting these trends was 7% growth in Leasing revenue compared to the nine months ended September 30, 2023, driven by broad strength across all segments, primarily within the industrial and office sectors. Valuation and other revenue also increased 2%.

Previous wording

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 wording

Costs of services of $5.6 billion decreased $148.7 million or 3% compared to the nine months ended September 30, 2023, principally driven by a decrease in third-party consumables and sub-contractor costs of approximately $189.0 million, partially offset by an increase in employment costs of approximately $52.0 million. Cost of services provided to clients decreased 1% and Cost of gross contract reimbursables decreased 5%, driven by the Americas, due to changes in client mix. Total costs of services as a percentage of total revenue was 82% for the nine months ended September 30, 2024 compared to 83% for the nine months ended September 30, 2023.

Previous wording

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 wording

Operating, administrative and other expenses of $904.4 million decreased $41.3 million or 4% compared to the nine months ended September 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 nine months ended September 30, 2024 compared to 14% for the nine months ended September 30, 2023.

Previous wording

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 wording

Restructuring, impairment and related charges of $36.5 million increased $13.1 million compared to the nine months ended September 30, 2023, primarily driven by a loss on disposition of $17.0 million related to the sale of a non-core Services business in the Americas, partially offset by a decrease in severance and employment-related costs of $3.2 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 through September 30, 2024.

Previous wording

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 wording

Earnings from equity method investments of $28.1 million decreased $13.2 million compared to the nine months ended September 30, 2023, primarily due to a decline of $13.6 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.

Previous wording

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 wording

Other income, net was $25.6 million for the nine months ended September 30, 2024 compared to other expense, net of $12.8 million for the nine months ended September 30, 2023, driven by a $17.3 million gain from insurance proceeds recognized in the third quarter of 2024 (see Note 11: Commitments and Contingencies in the Notes to the Condensed Consolidated Financial Statements for further information), as well as lower net unrealized losses on our fair value investments, primarily related to our investment in WeWork. These trends were partially offset by lower royalty fee income.

Previous wording

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 wording

Provision for income taxes for the nine months ended September 30, 2024 was $25.3 million on earnings before income taxes of $43.7 million. For the nine months ended September 30, 2023, the provision for income taxes was $5.1 million on a loss before income taxes of $100.1 million. The increase in income tax expense was driven by an increase in 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

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.

Current wording

Net income was $18.4 million for the nine months ended September 30, 2024 compared to net loss of $105.2 million in the nine months ended September 30, 2023. Net income margin was 0.3% compared to net loss margin of 1.5% for the prior year period. The improvement was driven by the impact of our cost savings initiatives, including lower employment costs, growth in our Leasing service line, a one-time gain from insurance proceeds and lower net unrealized losses on our fair value investments. Additionally, an aggregate loss on debt extinguishment and a servicing liability fee associated with the amendment and extension of the A/R Securitization in 2023 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 disposition recognized in 2024.

Previous 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.

Current wording

Adjusted EBITDA of $359.5 million increased $2.5 million or 1% compared to the nine months ended September 30, 2023, driven by the same factors impacting Net income above, with the exception of the gain from insurance proceeds, net unrealized losses on our fair value investments, loss on disposition and the aggregate 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 7.6% remained unchanged from the nine months ended September 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, 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.

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 (gain) loss on investments, net, loss on dispositions, 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, gains from insurance proceeds and other non-recurring items.

Previous 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):

Current wording

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

Previous wording

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 wording

Adjusted EBITDA of $111.3 million decreased $6.1 million or 5% compared to the third quarter of 2023, primarily driven by the impact of the sale of a non-core Services business in the third quarter of 2024, higher employment costs due to the timing of incentive compensation accrual adjustments in the third quarter of 2023, and lower earnings recognized from the Greystone JV. These trends were partially offset by growth in our Leasing, Capital markets and Valuation and other service lines.

Previous 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.

Current wording

Americas revenue in the nine months ended September 30, 2024 was $5.1 billion, a decrease of $173.9 million or 3% from the nine months ended September 30, 2023. This decline was principally driven by lower Services and Gross contract reimbursables revenue which were down 3% and 8%, respectively, primarily due to declines in facilities management, including as a result of the sale of a non-core Services business in the third quarter of 2024, facilities services and 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 9%. Partially offsetting these declines was growth in Leasing and Valuation and other revenue of 7% and 10%, 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 the impact of our cost savings initiatives.

Current wording

Fee-based operating expenses of $3.1 billion decreased 1% principally due to lower sub-contractor and third-party consumable costs associated with revenue decreases in Services, as well as the impact of our cost savings initiatives.

Previous wording

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 wording

Adjusted EBITDA of $284.7 million decreased $5.7 million compared to the nine months ended September 30, 2023, primarily driven by declines in our Services and Capital markets service lines, the impact of the sale of a non-core Services business in the third quarter of 2024 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.

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Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

Interest expense, net of interest income

Current report — wording carried from elsewhere

Interest expense of $174.4 million decreased $49.8 million or 22% compared to the nine months ended September 30, 2023, primarily related to an aggregate loss on debt extinguishment of $41.9 million as well as $8.7 million of new transaction costs expensed in 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

Current report — wording carried from elsewhere

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 report — wording carried from elsewhere

Net income (loss) and Adjusted EBITDA
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

We believe Fee-based operating expenses more accurately reflects the costs we incur during the course of delivering services to our clients and is more consistent with how we manage our expense base and operating margins.

Previous report — wording carried elsewhere

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.