Capital markets revenue growth of 27% (26% in local currency), marking third straight quarter of double-digit
year-over-year growth
Leasing revenue growth of 8%, with strength across all major asset classes
Continued acceleration of Services revenue growth
Announced an additional $150.0 million term loan debt repayment
NEW YORK--(BUSINESS WIRE)--
Cushman & Wakefield (NYSE: CWK) today reported financial results for the second quarter of 2025.
“Our second quarter results highlight the strong and resilient growth engine we have successfully built over the
past two years. Capital markets revenue growth of 26% in the quarter underscores our solid market positioning and
the early success of our expanded recruiting efforts. Leasing and Services revenue growth continued to exceed
expectations as our teams consistently developed and executed compelling market opportunities for our clients.
Through the first half of 2025, we achieved 95% adjusted earnings per share growth and are raising our earnings per
share outlook for the full year. We also continue to focus on fortifying our balance sheet and this morning have
announced an additional $150 million debt paydown,” said Michelle MacKay, Chief Executive Officer of Cushman &
Wakefield. “We are now starting to see the multiplier effect of our transformational work take hold: we have the
right talent, right structure and right vision coming together at the right time to drive sustainable long-term
growth. This is an exciting time for Cushman & Wakefield, and we look to the future with confidence and a clear
commitment to always bring the best to our people, clients and shareholders.”
Second Quarter Results:
- Revenue of $2.5 billion for the second quarter of 2025 increased 9% (8% in local currency) and service line fee
revenue of $1.7 billion for the second quarter of 2025 increased 7% (7% in local currency) from the second quarter
of 2024.
- Leasing revenue increased 8% (8% in local currency), with strength in the Americas and EMEA.
- Capital markets revenue increased 27% (26% in local currency), driven primarily by strong performance across
all asset classes in the Americas.
- Services revenue increased 3% (3% in local currency), while organic Services revenue increased 6% (6% in
local currency) (1).
- Valuation and other revenue increased 8% (6% in local currency).
- Net income of $57.3 million for the second quarter of 2025 increased $43.8 million from the second quarter of
2024. Diluted earnings per share was $0.25 for the second quarter of 2025 compared to $0.06 for the second quarter
of 2024.
- Adjusted EBITDA of $161.7 million increased 16% (15% in local currency) from the second quarter of 2024.
Adjusted EBITDA margin of 9.5% improved 75 basis points from the second quarter of 2024.
- Adjusted diluted earnings per share of $0.30 was up 10 cents from the second quarter of 2024.
- In June 2025, we elected to prepay $25.0 million in principal outstanding under the Company’s term loans due in
2030, which brought our year-to-date principal prepayments through June 30, 2025 to $50.0 million.
Year-to-Date Results:
- Revenue of $4.8 billion for the first half of 2025 increased 7% (7% in local currency) and service line fee
revenue of $3.2 billion for the first half of 2025 increased 5% (5% in local currency) from the first half of
2024.
- Leasing revenue increased 8% (8% in local currency), driven primarily by office and industrial leasing in
the Americas.
- Capital markets revenue increased 20% (19% in local currency), with strong performance across all segments.
- Services revenue increased 1% (2% in local currency), while organic Services revenue increased 4% (5% in
local currency) (1).
- Valuation and other revenue increased 4% (4% in local currency).
- Net income of $59.2 million for the first half of 2025 improved $74.5 million compared to a net loss of $15.3
million for the first half of 2024. Diluted earnings per share for the first half of 2025 was $0.25 compared to a
diluted loss per share of $0.07 for the first half of 2024.
- Adjusted EBITDA of $257.9 million increased 19% (18% in local currency) from the first half of 2024.
Adjusted EBITDA margin of 8.0% improved 92 basis points from the first half of 2024.
- Adjusted diluted earnings per share of $0.39 was up 19 cents from the first half of 2024.
- Liquidity as of June 30, 2025 was $1.7 billion, consisting of availability on the Company’s undrawn revolving
credit facility of $1.1 billion and cash and cash equivalents of $0.6 billion.
| (1) “Organic” services revenue excludes
the impact of the sale of a non-core Services business in August 2024, which accounted for $25.2 million and
$51.3 million of Services revenue in the three and six months ended June 30, 2024, respectively. |
|
Consolidated Results (unaudited)
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
(in millions, except per share data)
|
|
2025
|
|
|
2024
|
|
% Change in USD
|
% Change in Local Currency(5)
|
|
|
2025
|
|
|
2024
|
|
% Change in USD
|
% Change in Local Currency(5)
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
Services
|
$
|
890.2
|
|
$
|
864.5
|
|
3
|
%
|
3
|
%
|
|
$
|
1,756.8
|
|
$
|
1,735.6
|
|
1
|
%
|
2
|
%
|
|
Leasing
|
|
486.9
|
|
|
450.3
|
|
8
|
%
|
8
|
%
|
|
|
899.5
|
|
|
832.0
|
|
8
|
%
|
8
|
%
|
|
Capital markets
|
|
207.0
|
|
|
163.2
|
|
27
|
%
|
26
|
%
|
|
|
364.5
|
|
|
304.8
|
|
20
|
%
|
19
|
%
|
|
Valuation and other
|
|
114.2
|
|
|
105.7
|
|
8
|
%
|
6
|
%
|
|
|
218.2
|
|
|
208.9
|
|
4
|
%
|
4
|
%
|
|
Total service line fee revenue(1)
|
|
1,698.3
|
|
|
1,583.7
|
|
7
|
%
|
7
|
%
|
|
|
3,239.0
|
|
|
3,081.3
|
|
5
|
%
|
5
|
%
|
|
Gross contract reimbursables(2)
|
|
785.6
|
|
|
704.3
|
|
12
|
%
|
12
|
%
|
|
|
1,529.5
|
|
|
1,391.5
|
|
10
|
%
|
10
|
%
|
|
Total revenue
|
$
|
2,483.9
|
|
$
|
2,288.0
|
|
9
|
%
|
8
|
%
|
|
$
|
4,768.5
|
|
$
|
4,472.8
|
|
7
|
%
|
7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
Cost of services provided to clients
|
$
|
1,231.0
|
|
$
|
1,170.5
|
|
5
|
%
|
4
|
%
|
|
$
|
2,387.4
|
|
$
|
2,315.8
|
|
3
|
%
|
3
|
%
|
|
Cost of gross contract reimbursables
|
|
785.6
|
|
|
704.3
|
|
12
|
%
|
12
|
%
|
|
|
1,529.5
|
|
|
1,391.5
|
|
10
|
%
|
10
|
%
|
|
Total costs of services
|
|
2,016.6
|
|
|
1,874.8
|
|
8
|
%
|
7
|
%
|
|
|
3,916.9
|
|
|
3,707.3
|
|
6
|
%
|
6
|
%
|
|
Operating, administrative and other
|
|
318.3
|
|
|
294.2
|
|
8
|
%
|
10
|
%
|
|
|
624.1
|
|
|
590.2
|
|
6
|
%
|
7
|
%
|
|
Depreciation and amortization
|
|
26.2
|
|
|
31.2
|
|
(16
|
)%
|
(17
|
)%
|
|
|
52.9
|
|
|
63.7
|
|
(17
|
)%
|
(17
|
)%
|
|
Restructuring, impairment and related charges
|
|
—
|
|
|
17.4
|
|
(100
|
)%
|
(100
|
)%
|
|
|
6.5
|
|
|
22.4
|
|
(71
|
)%
|
(71
|
)%
|
|
Total costs and expenses
|
|
2,361.1
|
|
|
2,217.6
|
|
6
|
%
|
6
|
%
|
|
|
4,600.4
|
|
|
4,383.6
|
|
5
|
%
|
5
|
%
|
|
Operating income
|
|
122.8
|
|
|
70.4
|
|
74
|
%
|
74
|
%
|
|
|
168.1
|
|
|
89.2
|
|
88
|
%
|
85
|
%
|
|
Interest expense, net of interest income
|
|
(53.2
|
)
|
|
(60.8
|
)
|
(13
|
)%
|
(13
|
)%
|
|
|
(105.5
|
)
|
|
(119.5
|
)
|
(12
|
)%
|
(12
|
)%
|
|
Earnings from equity method investments
|
|
0.2
|
|
|
4.3
|
|
(95
|
)%
|
(96
|
)%
|
|
|
11.3
|
|
|
16.0
|
|
(29
|
)%
|
(29
|
)%
|
|
Other income, net
|
|
6.4
|
|
|
3.3
|
|
94
|
%
|
85
|
%
|
|
|
7.3
|
|
|
5.0
|
|
46
|
%
|
42
|
%
|
|
Earnings (loss) before income taxes
|
|
76.2
|
|
|
17.2
|
|
n.m.
|
n.m.
|
|
|
81.2
|
|
|
(9.3
|
)
|
n.m.
|
n.m.
|
|
Provision for income taxes
|
|
18.9
|
|
|
3.7
|
|
n.m.
|
n.m.
|
|
|
22.0
|
|
|
6.0
|
|
n.m.
|
n.m.
|
|
Net income (loss)
|
$
|
57.3
|
|
$
|
13.5
|
|
n.m.
|
n.m.
|
|
$
|
59.2
|
|
$
|
(15.3
|
)
|
n.m.
|
n.m.
|
|
Net income (loss) margin
|
|
2.3
|
%
|
|
0.6
|
%
|
|
|
|
|
1.2
|
%
|
|
(0.3
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA(3)
|
$
|
161.7
|
|
$
|
138.9
|
|
16
|
%
|
15
|
%
|
|
$
|
257.9
|
|
$
|
217.0
|
|
19
|
%
|
18
|
%
|
|
Adjusted EBITDA margin(3)
|
|
9.5
|
%
|
|
8.8
|
%
|
|
|
|
|
8.0
|
%
|
|
7.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted net income(3)
|
$
|
69.5
|
|
$
|
45.7
|
|
35
|
%
|
|
|
$
|
90.0
|
|
$
|
46.3
|
|
77
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, basic
|
|
231.4
|
|
|
229.0
|
|
|
|
|
|
230.9
|
|
|
228.5
|
|
|
|
|
Weighted average shares outstanding, diluted(4)
|
|
232.4
|
|
|
231.5
|
|
|
|
|
|
232.4
|
|
|
231.3
|
|
|
|
|
Earnings (loss) per share, basic
|
$
|
0.25
|
|
$
|
0.06
|
|
|
|
|
$
|
0.26
|
|
$
|
(0.07
|
)
|
|
|
|
Earnings (loss) per share, diluted
|
$
|
0.25
|
|
$
|
0.06
|
|
|
|
|
$
|
0.25
|
|
$
|
(0.07
|
)
|
|
|
|
Adjusted earnings per share, diluted(3)(4)
|
$
|
0.30
|
|
$
|
0.20
|
|
|
|
|
$
|
0.39
|
|
$
|
0.20
|
|
|
|
|
n.m. not meaningful
|
|
(1) Service line fee revenue represents revenue for fees generated from
each of our service lines.
|
|
(2) Gross contract reimbursables reflects revenue from clients which have
substantially no margin.
|
|
(3) See the end of this press release for reconciliations of (i) Net
income (loss) to Adjusted EBITDA and (ii) Net income (loss) to Adjusted net income and for explanations of
the calculation of Adjusted EBITDA margin and Adjusted earnings per share, diluted. See also the definition
of, and a description of the purposes for which management uses, these non-GAAP financial measures under the
“Use of Non-GAAP Financial Measures” section in this press release.
|
|
(4) For all periods with a GAAP net loss, weighted average shares
outstanding, diluted is only used to calculate Adjusted earnings per share, diluted. For all periods with a
GAAP net loss, all potentially dilutive shares would be anti-dilutive; therefore, both basic and diluted
loss per share are calculated using weighted average shares outstanding, basic.
|
|
(5) In order to assist our investors and improve comparability of results,
we present the period-over-period changes in certain of our non-GAAP financial measures, such as Adjusted
EBITDA, in “local” currency. The local currency change represents the period-over-period change assuming no
movement in foreign exchange rates from the prior period. We believe that this presentation provides our
management and investors with a better view of comparability and trends in the underlying operating
business.
|
Second Quarter Results (unaudited)
Revenue
Revenue of $2.5 billion increased $195.9 million or 9% compared to the three months ended June 30, 2024, driven by
broad strength across all segments and service lines. Capital markets revenue increased 27%, primarily driven by
strong performance across all asset classes in the Americas, and as healthy fundamentals, such as improved debt
availability and asset pricing corrections, supported a resilient transaction environment across most major markets.
Leasing revenue increased 8%, principally due to strength in the office and industrial sectors in the Americas,
including a relatively higher number of large transactions, and strength in EMEA. Services revenue increased 3%,
primarily driven by higher facilities services and project management revenue, partially offset by the sale of a
non-core Services business in August 2024, which accounted for $25.2 million and $20.5 million of facilities
management and Gross contract reimbursables revenue, respectively, in the three months ended June 30, 2024.
Excluding the impact of this sale, Services and Gross contract reimbursables revenue increased 6% and 15%,
respectively, and total revenue increased 11%. In addition, Valuation and other revenue increased 8%.
Costs of services
Costs of services of $2.0 billion increased $141.8 million or 8% compared to the three months ended June 30, 2024,
principally driven by an increase in employment costs of approximately $100.0 million, including higher commissions
as a result of higher brokerage revenue, as well as an increase in third-party consumables and sub-contractor costs
of approximately $46.0 million. Cost of services provided to clients increased 5% and Cost of gross contract
reimbursables increased 12%.
Operating, administrative and other
Operating, administrative and other expenses of $318.3 million increased $24.1 million or 8% compared to the three
months ended June 30, 2024, primarily driven by an increase in employment costs of approximately $19.0 million,
including an increase in stock-based compensation expense as a result of the modification of our non-executive
chairman’s awards in 2024 (which reduced expense in the prior year period), as well as strategic investments and
cost inflation.
Restructuring, impairment and related charges
The Company did not incur any Restructuring, impairment and related charges during the second quarter of 2025. In
the second quarter of 2024, Restructuring, impairment and related charges of $17.4 million were primarily driven by
a $12.5 million loss on disposition related to the sale of a non-core Services business in the Americas.
Interest expense, net of interest income
Interest expense of $53.2 million decreased $7.6 million or 13% compared to the three months ended June 30, 2024,
primarily driven by lower outstanding principal balances on our term loans following optional principal prepayments
made in 2024 and 2025, as well as lower interest rates on our term loans compared to the prior year period as a
result of our repricings in 2024 and 2025.
Earnings from equity method investments
Earnings from equity method investments of $0.2 million decreased $4.1 million compared to the three months ended
June 30, 2024, primarily due to a decline of $4.1 million in earnings recognized from our equity method investment
in Cushman Wakefield Greystone LLC (the “Greystone JV”) driven by changes in mix of mortgage loan origination
volumes compared to the second quarter of 2024, contributing to a lower value of mortgage servicing rights (“MSRs”),
and higher provisions for credit losses for mortgage loans due to expected losses on specific loans, loan
repurchases and higher risk-sharing obligations. Changes in expectations and forecasts may materially impact the
provision for credit losses in the future.
Provision for income taxes
Provision for income taxes for the second quarter of 2025 was $18.9 million on earnings before income taxes of
$76.2 million. For the second quarter of 2024, the provision for income taxes was $3.7 million on earnings before
income taxes of $17.2 million. The increase in income tax expense compared to the three months ended June 30, 2024
was primarily driven by higher earnings before income taxes, predominately in the U.S. which improved by
approximately $37.0 million from the second quarter of 2024, as well as changes in the jurisdictional mix of those
earnings resulting in lower non-deductible losses when compared to the same period in 2024.
Net income and Adjusted EBITDA
Net income of $57.3 million for the three months ended June 30, 2025 increased by $43.8 million compared to the
three months ended June 30, 2024. Net income margin was 2.3% compared to 0.6% for the three months ended June 30,
2024. The $43.8 million increase in net income was principally driven by growth in our Services, Leasing and Capital
markets service lines, as well as the impact of our cost savings initiatives, lower interest expense and lower
depreciation and amortization expense. Additionally, the loss on disposition recorded in the second quarter of 2024
contributed to the increase from the prior year period. These favorable trends were partially offset by higher
stock-based compensation expense, strategic investments, cost inflation and lower earnings recognized from the
Greystone JV.
Adjusted EBITDA of $161.7 million increased $22.8 million or 16% compared to the three months ended June 30, 2024,
driven by the same factors impacting Net income above, with the exception of the loss on disposition, interest
expense, depreciation and amortization expense and the impact of the Greystone JV. Adjusted EBITDA margin, measured
against service line fee revenue, was 9.5% for the three months ended June 30, 2025, an increase of 75 basis points
from the second quarter of 2024.
Year-to-Date Results (unaudited)
Revenue
Revenue of $4.8 billion increased $295.7 million or 7% compared to the six months ended June 30, 2024, primarily
driven by Capital markets and Leasing revenue growth of 20% and 8%, respectively. Capital markets revenue was strong
across all segments as improved debt availability and built-up demand continued to positively impact investment
sales activity in the first half of 2025, led by the Americas. Leasing revenue increased primarily due to office and
industrial leasing in the Americas, including a relatively higher number of large transactions. Services revenue
increased 1% compared to the six months ended June 30, 2024, primarily driven by higher facilities services and
property management revenue, partially offset by the sale of a non-core Services business in August 2024, which
accounted for $51.3 million and $39.0 million of facilities management and Gross contract reimbursables revenue,
respectively, in the six months ended June 30, 2024. Excluding the impact of this sale, Services and Gross contract
reimbursables revenue increased 4% and 13%, respectively, and total revenue increased 9%. In addition, Valuation and
other revenue increased 4%.
Costs of services
Costs of services of $3.9 billion increased $209.6 million or 6% compared to the six months ended June 30, 2024,
principally driven by an increase in employment costs of approximately $160.0 million, including higher commissions
as a result of higher brokerage revenue and higher reimbursed employee costs as a result of higher Services revenue,
as well as an increase in third-party consumables and sub-contractor costs of approximately $57.0 million. Cost of
services provided to clients increased 3% and Cost of gross contract reimbursables increased 10%. Total costs of
services as a percentage of total revenue was 82% for the six months ended June 30, 2025 compared to 83% for the six
months ended June 30, 2024.
Operating, administrative and other
Operating, administrative and other expenses of $624.1 million increased $33.9 million or 6% compared to the six
months ended June 30, 2024, driven by an approximately $26.0 million increase in employment costs, including an
increase in stock-based compensation expense attributable to improved vesting expectations for certain previously
granted performance-based equity awards and the modification of our non-executive chairman’s awards in 2024 (which
reduced expense in the prior year period), as well as strategic investments and cost inflation. Operating,
administrative and other expenses as a percentage of total revenue was 13% for both the six months ended June 30,
2025 and 2024.
Restructuring, impairment and related charges
Restructuring, impairment and related charges of $6.5 million decreased $15.9 million compared to the six months
ended June 30, 2024, primarily driven by a $12.5 million loss on disposition recognized in the second quarter of
2024, as well as a decrease in severance costs of approximately $8.0 million associated with previous cost saving
initiatives. These declines were partially offset by an impairment loss on real estate investments of $6.5 million
recognized in the first quarter of 2025.
Interest expense, net of interest income
Interest expense of $105.5 million decreased $14.0 million or 12% compared to the six months ended June 30, 2024,
primarily driven by lower outstanding principal balances on our term loans following optional principal prepayments
made in 2024 and 2025, as well as lower interest rates on our term loans compared to the prior year period as a
result of our repricings in 2024 and 2025.
Earnings from equity method investments
Earnings from equity method investments of $11.3 million decreased $4.7 million or 29% compared to the six months
ended June 30, 2024, primarily due to a decline of $7.1 million in earnings recognized from our equity method
investment in the Greystone JV driven by changes in mix of mortgage loan origination volumes compared to the second
quarter of 2024, contributing to a lower value of MSRs, and higher provisions for credit losses for mortgage loans
due to expected losses on specific loans, loan repurchases and higher risk-sharing obligations. Changes in
expectations and forecasts may materially impact the provision for credit losses in the future. The decline in
earnings recognized from the Greystone JV was partially offset by a $3.2 million increase in earnings recognized
from our equity method investment in CWVS Holding Limited (the Onewo JV) as a result of increased scope of services
contracts.
Provision for income taxes
Provision for income taxes for the six months ended June 30, 2025 was $22.0 million on earnings before income taxes
of $81.2 million. For the six months ended June 30, 2024, the provision for income taxes was $6.0 million on a loss
before income taxes of $9.3 million. The increase in income tax expense compared to the first half of 2024 was
primarily driven by the improvement from loss before income taxes to earnings before income taxes, predominately in
the U.S. which improved by approximately $89.0 million from the six months ended June 30, 2024, as well as changes
in the jurisdictional mix of those earnings resulting in lower non-deductible losses when compared to the same
period in 2024.
Net income (loss) and Adjusted EBITDA
Net income was $59.2 million for the six months ended June 30, 2025 compared to a net loss of $15.3 million for the
six months ended June 30, 2024. Net income margin was 1.2% compared to a net loss margin of 0.3% for the six months
ended June 30, 2024. The $74.5 million improvement in net income was principally driven by growth in our Capital
markets and Leasing service lines, as well as the impact of our cost savings initiatives, lower interest expense and
lower depreciation and amortization expense. These favorable trends were partially offset by higher stock-based
compensation expense, strategic investments, cost inflation and lower earnings recognized from the Greystone JV.
Adjusted EBITDA of $257.9 million increased $40.9 million or 19% compared to the six months ended June 30, 2024,
driven by the same factors impacting Net income above, with the exception of interest expense, depreciation and
amortization expense and the impact of the Greystone JV. Adjusted EBITDA margin, measured against service line fee
revenue, was 8.0% for the six months ended June 30, 2025, an increase of 92 basis points from the six months ended
June 30, 2024.
Balance Sheet
Liquidity at the end of the second quarter was $1.7 billion, consisting of availability on the Company’s undrawn
revolving credit facility of $1.1 billion and cash and cash equivalents of $0.6 billion.
Net debt as of June 30, 2025 was $2.3 billion reflecting the Company’s outstanding term loans of $1.9 billion and
senior secured notes totaling $1.0 billion, net of cash and cash equivalents of $0.6 billion. See the “Use of
Non-GAAP Financial Measures” section in this press release for the definition of, and a description of the purposes
for which management uses, this non-GAAP financial measure.
In July 2025, we repriced $947.5 million in aggregate principal of the Company’s term loans due in 2030, reducing
the applicable interest rate by 50 basis points to 1-month Term SOFR plus 2.75%.
Today, we prepaid an additional $150.0 million in principal outstanding under the Company's term loans due in 2030,
using cash on hand, which brought our year-to-date principal prepayments to $200.0 million.
Conference Call
The Company’s Second Quarter 2025 Earnings Conference Call will be held today, August 5, 2025, at 9:00 a.m. Eastern
Time. A webcast, along with an associated slide presentation, will be accessible through the Investor Relations
section of the Company’s website at https://ir.cushmanwakefield.com.
The direct dial-in number for the conference call is 1-833-821-5374 for U.S. callers and 1-412-652-1260 for
international callers. An audio replay of the call will be available approximately two hours after the conference
call by accessing the Company’s Investor Relations website at https://ir.cushmanwakefield.com. A transcript of the call will also be available
on the Company’s Investor Relations website at https://ir.cushmanwakefield.com.
About Cushman & Wakefield
Cushman & Wakefield (NYSE: CWK) is a leading global commercial real estate services firm for property owners
and occupiers with approximately 52,000 employees in nearly 400 offices and 60 countries. In 2024, the firm reported
revenue of $9.4 billion across its core service lines of Services, Leasing, Capital markets, and Valuation and
other. Built around the belief that Better never settles, the firm receives numerous industry and business
accolades for its award-winning culture. For additional information, visit www.cushmanwakefield.com.
Cautionary Note on Forward-Looking Statements
All statements in this release other than historical facts are forward-looking statements, which rely on a number
of estimates, projections and assumptions concerning future events. Such statements are also subject to a number of
uncertainties and factors outside Cushman & Wakefield’s control. Such factors include, but are not limited to,
disruptions in general macroeconomic conditions and global and regional demand for commercial real estate; our
ability to attract and retain qualified revenue producing employees and senior management; our ability to preserve,
grow and leverage the value of our brand; the concentration of business with specific corporate clients; our ability
to maintain and execute our information technology strategies; interruption or failure of our information
technology, communications systems or data services; our vulnerability to potential breaches in security or other
threats related to our information systems; our ability to comply with cybersecurity and data privacy regulations
and other confidentiality obligations; the extent to which infrastructure disruptions may affect our ability to
provide our services; our ability to compete globally, regionally and locally; the failure of our acquisitions and
investments to perform as expected or the lack of future acquisition opportunities; the potential impairment of our
goodwill and other intangible assets; our ability to comply with laws and regulations and any changes thereto;
changes in tax laws or tax rates and our ability to make correct determinations in complex tax regimes; the failure
of third parties performing on our behalf to comply with contract, regulatory or legal requirements; risks
associated with climate change, environmental reporting obligations and other environmental conditions; risks
associated with sociopolitical polarization; social, geopolitical and economic risks associated with our
international operations; foreign currency volatility; the seasonality of significant portions of our revenue and
cash flow; restrictions imposed on us by the agreements governing our indebtedness; our amount of indebtedness and
its potential adverse impact on our available cash flow and the operation of our business; our ability to incur more
indebtedness; risks related to our capital allocation strategy including current intentions to not pay cash
dividends; risks related to litigation; the fact that the rights of our shareholders differ in certain respects from
the rights typically offered to shareholders of a Delaware corporation; the fact that U.S. investors may have
difficulty enforcing liabilities against us or be limited in their ability to bring a claim in a judicial forum they
find favorable in the event of a dispute; the possibility that English law and provisions in our articles of
association may have anti-takeover effects that could discourage an acquisition of us by others or require
shareholder approval for certain capital structure decisions; and the risk that the Company’s proposed redomicile to
Bermuda may not be completed or, if completed, may not result in the anticipated benefits to the Company and its
shareholders. Should any Cushman & Wakefield estimates, projections and assumptions or these other uncertainties
and factors materialize in ways that Cushman & Wakefield did not expect, there is no guarantee of future
performance and the actual results could differ materially from the forward-looking statements in this press
release, including the possibility that recipients may lose a material portion of the amounts invested. While
Cushman & Wakefield believes the assumptions underlying these forward-looking statements are reasonable under
current circumstances, such assumptions are inherently uncertain and subjective and past or projected performance is
not necessarily indicative of future results. No representation or warranty, express or implied, is made as to the
accuracy or completeness of the information contained in this press release, and nothing shall be relied upon as a
promise or representation as to the performance of any investment. You are cautioned not to place undue reliance on
such forward-looking statements or other information in this press release and should rely on your own assessment of
an investment or a transaction. Any estimates or projections as to events that may occur in the future are based
upon the best and current judgment of Cushman & Wakefield as actual results may vary from the projections and
such variations may be material. Any forward-looking statements speak only as of the date of this press release and,
except to the extent required by applicable securities laws, Cushman & Wakefield expressly disclaims any
obligation to update or revise any of them, whether as a result of new information, future events or otherwise.
Additional information concerning factors that may influence the Company’s results is discussed under “Risk Factors”
in Part I, Item 1A of its Annual Report on Form 10-K for the year ended December 31, 2024 and in its other periodic
reports filed with the Securities and Exchange Commission (the “SEC”).
Cushman & Wakefield routinely posts important information about its business on the Company’s Investors
Relations website at https://ir.cushmanwakefield.com. The Company uses its website as a means of
disclosing material, nonpublic information and for complying with its disclosure obligations under Regulation FD.
Investors should monitor the Company’s Investor Relations website in addition to following the Company’s press
releases, filings with the SEC, public conference calls and webcasts. The Company does not incorporate the contents
of any website into this or any other report it files with the SEC.
|
Cushman & Wakefield plc
Condensed Consolidated Statements of Operations
(unaudited)
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
(in millions, except per share data)
|
|
2025
|
|
|
2024
|
|
|
|
2025
|
|
|
2024
|
|
|
Revenue
|
$
|
2,483.9
|
|
$
|
2,288.0
|
|
|
$
|
4,768.5
|
|
$
|
4,472.8
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
Costs of services (exclusive of depreciation and amortization)
|
|
2,016.6
|
|
|
1,874.8
|
|
|
|
3,916.9
|
|
|
3,707.3
|
|
|
Operating, administrative and other
|
|
318.3
|
|
|
294.2
|
|
|
|
624.1
|
|
|
590.2
|
|
|
Depreciation and amortization
|
|
26.2
|
|
|
31.2
|
|
|
|
52.9
|
|
|
63.7
|
|
|
Restructuring, impairment and related charges
|
|
—
|
|
|
17.4
|
|
|
|
6.5
|
|
|
22.4
|
|
|
Total costs and expenses
|
|
2,361.1
|
|
|
2,217.6
|
|
|
|
4,600.4
|
|
|
4,383.6
|
|
|
Operating income
|
|
122.8
|
|
|
70.4
|
|
|
|
168.1
|
|
|
89.2
|
|
|
Interest expense, net of interest income
|
|
(53.2
|
)
|
|
(60.8
|
)
|
|
|
(105.5
|
)
|
|
(119.5
|
)
|
|
Earnings from equity method investments
|
|
0.2
|
|
|
4.3
|
|
|
|
11.3
|
|
|
16.0
|
|
|
Other income, net
|
|
6.4
|
|
|
3.3
|
|
|
|
7.3
|
|
|
5.0
|
|
|
Earnings (loss) before income taxes
|
|
76.2
|
|
|
17.2
|
|
|
|
81.2
|
|
|
(9.3
|
)
|
|
Provision for income taxes
|
|
18.9
|
|
|
3.7
|
|
|
|
22.0
|
|
|
6.0
|
|
|
Net income (loss)
|
$
|
57.3
|
|
$
|
13.5
|
|
|
$
|
59.2
|
|
$
|
(15.3
|
)
|
|
|
|
|
|
|
|
|
Basic earnings (loss) per share:
|
|
|
|
|
|
|
Earnings (loss) per share attributable to common shareholders, basic
|
$
|
0.25
|
|
$
|
0.06
|
|
|
$
|
0.26
|
|
$
|
(0.07
|
)
|
|
Weighted average shares outstanding for basic earnings (loss) per share
|
|
231.4
|
|
|
229.0
|
|
|
|
230.9
|
|
|
228.5
|
|
|
Diluted earnings (loss) per share:
|
|
|
|
|
|
|
Earnings (loss) per share attributable to common shareholders, diluted
|
$
|
0.25
|
|
$
|
0.06
|
|
|
$
|
0.25
|
|
$
|
(0.07
|
)
|
|
Weighted average shares outstanding for diluted earnings (loss) per share
|
|
232.4
|
|
|
231.5
|
|
|
|
232.4
|
|
|
228.5
|
|
|
Cushman & Wakefield plc
Condensed Consolidated Balance Sheets
|
|
|
|
|
As of
|
|
(in millions, except share data)
|
June 30, 2025
|
December 31, 2024
|
|
Assets
|
(unaudited)
|
|
|
Current assets:
|
|
|
|
Cash and cash equivalents
|
$
|
618.2
|
|
$
|
793.3
|
|
|
Trade and other receivables, net of allowance of $89.8 and $88.7, as of June 30, 2025
and December 31, 2024, respectively
|
|
1,394.7
|
|
|
1,352.4
|
|
|
Income tax receivable
|
|
83.6
|
|
|
62.1
|
|
|
Short-term contract assets, net
|
|
310.7
|
|
|
301.4
|
|
|
Prepaid expenses and other current assets
|
|
229.9
|
|
|
181.2
|
|
|
Total current assets
|
|
2,637.1
|
|
|
2,690.4
|
|
|
Property and equipment, net
|
|
123.8
|
|
|
136.0
|
|
|
Goodwill
|
|
2,059.7
|
|
|
1,998.3
|
|
|
Intangible assets, net
|
|
674.5
|
|
|
690.1
|
|
|
Equity method investments
|
|
731.9
|
|
|
723.6
|
|
|
Deferred tax assets
|
|
135.9
|
|
|
93.1
|
|
|
Non-current operating lease assets
|
|
276.3
|
|
|
290.1
|
|
|
Other non-current assets
|
|
916.2
|
|
|
927.6
|
|
|
Total assets
|
$
|
7,555.4
|
|
$
|
7,549.2
|
|
|
|
|
|
|
Liabilities and Shareholders’ Equity
|
|
|
|
Current liabilities:
|
|
|
|
Short-term borrowings and current portion of long-term debt
|
$
|
174.8
|
|
$
|
103.2
|
|
|
Accounts payable and accrued expenses
|
|
1,147.2
|
|
|
1,110.5
|
|
|
Accrued compensation
|
|
744.6
|
|
|
900.4
|
|
|
Income tax payable
|
|
63.9
|
|
|
19.8
|
|
|
Other current liabilities
|
|
195.0
|
|
|
196.0
|
|
|
Total current liabilities
|
|
2,325.5
|
|
|
2,329.9
|
|
|
Long-term debt, net
|
|
2,820.4
|
|
|
2,939.6
|
|
|
Deferred tax liabilities
|
|
18.1
|
|
|
12.6
|
|
|
Non-current operating lease liabilities
|
|
246.6
|
|
|
270.3
|
|
|
Other non-current liabilities
|
|
240.7
|
|
|
241.4
|
|
|
Total liabilities
|
|
5,651.3
|
|
|
5,793.8
|
|
|
|
|
|
|
Shareholders’ equity:
|
|
|
|
Ordinary shares, nominal value $0.10 per share, 800,000,000 shares authorized;
231,472,077 and 229,696,912 shares issued and outstanding as of June 30, 2025 and December 31, 2024,
respectively
|
|
23.1
|
|
|
23.0
|
|
|
Additional paid-in capital
|
|
3,006.2
|
|
|
2,986.4
|
|
|
Accumulated deficit
|
|
(926.7
|
)
|
|
(985.9
|
)
|
|
Accumulated other comprehensive loss
|
|
(199.1
|
)
|
|
(268.6
|
)
|
|
Total equity attributable to the Company
|
|
1,903.5
|
|
|
1,754.9
|
|
|
Non-controlling interests
|
|
0.6
|
|
|
0.5
|
|
|
Total equity
|
|
1,904.1
|
|
|
1,755.4
|
|
|
Total liabilities and shareholders’ equity
|
$
|
7,555.4
|
|
$
|
7,549.2
|
|
|
Cushman & Wakefield plc
Condensed Consolidated Statements of Cash Flows
(unaudited)
|
|
|
|
|
Six Months Ended June 30,
|
|
(in millions)
|
|
2025
|
|
|
2024
|
|
|
Cash flows from operating activities
|
|
|
|
Net income (loss)
|
$
|
59.2
|
|
$
|
(15.3
|
)
|
|
Reconciliation of net income (loss) to net cash used in operating activities:
|
|
|
|
Depreciation and amortization
|
|
52.9
|
|
|
63.7
|
|
|
Impairment charges
|
|
6.5
|
|
|
1.2
|
|
|
Unrealized foreign exchange gain
|
|
(3.3
|
)
|
|
(3.4
|
)
|
|
Stock-based compensation
|
|
30.1
|
|
|
11.9
|
|
|
Lease amortization
|
|
43.4
|
|
|
45.4
|
|
|
Amortization of debt issuance costs
|
|
4.0
|
|
|
3.7
|
|
|
Earnings from equity method investments, net of distributions received
|
|
(5.8
|
)
|
|
(5.3
|
)
|
|
Change in deferred taxes
|
|
(31.5
|
)
|
|
(30.1
|
)
|
|
Provision for loss on receivables and other assets
|
|
2.6
|
|
|
7.7
|
|
|
Loss on disposal of business
|
|
—
|
|
|
12.5
|
|
|
Unrealized loss on equity securities, net
|
|
0.4
|
|
|
1.7
|
|
|
Other operating activities, net
|
|
(15.4
|
)
|
|
(15.9
|
)
|
|
Changes in assets and liabilities:
|
|
|
|
Trade and other receivables
|
|
29.7
|
|
|
115.4
|
|
|
Income taxes payable
|
|
23.2
|
|
|
5.7
|
|
|
Short-term contract assets and Prepaid expenses and other current assets
|
|
(46.4
|
)
|
|
(2.8
|
)
|
|
Other non-current assets
|
|
(67.4
|
)
|
|
(25.0
|
)
|
|
Accounts payable and accrued expenses
|
|
0.9
|
|
|
(79.0
|
)
|
|
Accrued compensation
|
|
(176.9
|
)
|
|
(167.4
|
)
|
|
Other current and non-current liabilities
|
|
(58.6
|
)
|
|
(28.0
|
)
|
|
Net cash used in operating activities
|
|
(152.4
|
)
|
|
(103.3
|
)
|
|
Cash flows from investing activities
|
|
|
|
Payment for property and equipment
|
|
(13.9
|
)
|
|
(22.3
|
)
|
|
Acquisitions of businesses, net of cash acquired
|
|
(4.9
|
)
|
|
—
|
|
|
Investments in equity securities
|
|
(8.0
|
)
|
|
(0.9
|
)
|
|
Return of beneficial interest in a securitization
|
|
(230.0
|
)
|
|
(200.0
|
)
|
|
Collection on beneficial interest in a securitization
|
|
280.0
|
|
|
280.0
|
|
|
Other investing activities, net
|
|
7.9
|
|
|
0.1
|
|
|
Net cash provided by investing activities
|
|
31.1
|
|
|
56.9
|
|
|
Cash flows from financing activities
|
|
|
|
Shares repurchased for payment of employee taxes on stock awards
|
|
(10.4
|
)
|
|
(9.7
|
)
|
|
Payment of deferred and contingent consideration
|
|
(5.5
|
)
|
|
(14.3
|
)
|
|
Repayment of borrowings
|
|
(50.0
|
)
|
|
(100.0
|
)
|
|
Payment of finance lease liabilities
|
|
(13.3
|
)
|
|
(15.5
|
)
|
|
Other financing activities, net
|
|
1.6
|
|
|
(1.0
|
)
|
|
Net cash used in financing activities
|
|
(77.6
|
)
|
|
(140.5
|
)
|
|
|
|
|
|
Change in cash, cash equivalents and restricted cash
|
|
(198.9
|
)
|
|
(186.9
|
)
|
|
Cash, cash equivalents and restricted cash, beginning of the period
|
|
814.6
|
|
|
801.2
|
|
|
Effects of exchange rate fluctuations on cash, cash equivalents and restricted cash
|
|
30.3
|
|
|
(9.4
|
)
|
|
Cash, cash equivalents and restricted cash, end of the period
|
$
|
646.0
|
|
$
|
604.9
|
|
Segment Results
The following tables summarize the results of operations for the Company’s segments for the three and six months
ended June 30, 2025 and 2024.
|
Americas Results
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
(in millions) (unaudited)
|
|
2025
|
|
|
2024
|
|
% Change in USD
|
% Change in Local Currency
|
|
|
2025
|
|
|
2024
|
|
% Change in USD
|
% Change in Local Currency
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
Services
|
$
|
609.7
|
|
$
|
606.5
|
|
1
|
%
|
1
|
%
|
|
$
|
1,212.9
|
|
$
|
1,205.9
|
|
1
|
%
|
1
|
%
|
|
Leasing
|
|
382.5
|
|
|
352.2
|
|
9
|
%
|
9
|
%
|
|
|
723.7
|
|
|
651.8
|
|
11
|
%
|
11
|
%
|
|
Capital markets
|
|
170.9
|
|
|
132.3
|
|
29
|
%
|
30
|
%
|
|
|
286.5
|
|
|
243.4
|
|
18
|
%
|
18
|
%
|
|
Valuation and other
|
|
41.7
|
|
|
38.7
|
|
8
|
%
|
8
|
%
|
|
|
80.8
|
|
|
74.2
|
|
9
|
%
|
10
|
%
|
|
Total service line fee revenue(1)
|
|
1,204.8
|
|
|
1,129.7
|
|
7
|
%
|
7
|
%
|
|
|
2,303.9
|
|
|
2,175.3
|
|
6
|
%
|
6
|
%
|
|
Gross contract reimbursables(2)
|
|
599.3
|
|
|
583.7
|
|
3
|
%
|
3
|
%
|
|
|
1,188.6
|
|
|
1,159.1
|
|
3
|
%
|
3
|
%
|
|
Total revenue
|
$
|
1,804.1
|
|
$
|
1,713.4
|
|
5
|
%
|
6
|
%
|
|
$
|
3,492.5
|
|
$
|
3,334.4
|
|
5
|
%
|
5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
Americas Fee-based operating expenses
|
$
|
1,097.9
|
|
$
|
1,026.3
|
|
7
|
%
|
7
|
%
|
|
$
|
2,122.7
|
|
$
|
2,019.4
|
|
5
|
%
|
6
|
%
|
|
Cost of gross contract reimbursables
|
|
599.3
|
|
|
583.7
|
|
3
|
%
|
3
|
%
|
|
|
1,188.6
|
|
|
1,159.1
|
|
3
|
%
|
3
|
%
|
|
Segment operating expenses
|
$
|
1,697.2
|
|
$
|
1,610.0
|
|
5
|
%
|
6
|
%
|
|
$
|
3,311.3
|
|
$
|
3,178.5
|
|
4
|
%
|
5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
$
|
35.9
|
|
$
|
17.5
|
|
n.m.
|
n.m.
|
|
$
|
42.7
|
|
$
|
0.8
|
|
n.m.
|
n.m.
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
$
|
112.2
|
|
$
|
109.0
|
|
3
|
%
|
4
|
%
|
|
$
|
191.5
|
|
$
|
173.4
|
|
10
|
%
|
11
|
%
|
|
n.m. not meaningful
|
|
(1) Service line fee revenue represents revenue for fees generated from
each of our service lines.
|
|
(2) Gross contract reimbursables reflects revenue from clients which have
substantially no margin.
|
|
EMEA Results
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
(in millions) (unaudited)
|
|
2025
|
|
|
2024
|
|
% Change in USD
|
% Change in Local Currency
|
|
|
2025
|
|
|
2024
|
|
% Change in USD
|
% Change in Local Currency
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
Services
|
$
|
93.8
|
|
$
|
80.0
|
|
17
|
%
|
11
|
%
|
|
$
|
166.5
|
|
$
|
161.0
|
|
3
|
%
|
1
|
%
|
|
Leasing
|
|
61.6
|
|
|
53.9
|
|
14
|
%
|
8
|
%
|
|
|
101.0
|
|
|
107.6
|
|
(6
|
)%
|
(9
|
)%
|
|
Capital markets
|
|
23.7
|
|
|
19.2
|
|
23
|
%
|
16
|
%
|
|
|
41.7
|
|
|
34.7
|
|
20
|
%
|
17
|
%
|
|
Valuation and other
|
|
44.6
|
|
|
40.6
|
|
10
|
%
|
3
|
%
|
|
|
86.9
|
|
|
84.2
|
|
3
|
%
|
1
|
%
|
|
Total service line fee revenue(1)
|
|
223.7
|
|
|
193.7
|
|
15
|
%
|
9
|
%
|
|
|
396.1
|
|
|
387.5
|
|
2
|
%
|
0
|
%
|
|
Gross contract reimbursables(2)
|
|
36.1
|
|
|
28.2
|
|
28
|
%
|
22
|
%
|
|
|
68.6
|
|
|
56.7
|
|
21
|
%
|
19
|
%
|
|
Total revenue
|
$
|
259.8
|
|
$
|
221.9
|
|
17
|
%
|
11
|
%
|
|
$
|
464.7
|
|
$
|
444.2
|
|
5
|
%
|
2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
EMEA Fee-based operating expenses
|
$
|
199.2
|
|
$
|
181.7
|
|
10
|
%
|
4
|
%
|
|
$
|
372.4
|
|
$
|
367.3
|
|
1
|
%
|
(1
|
)%
|
|
Cost of gross contract reimbursables
|
|
36.1
|
|
|
28.2
|
|
28
|
%
|
22
|
%
|
|
|
68.6
|
|
|
56.7
|
|
21
|
%
|
19
|
%
|
|
Segment operating expenses
|
$
|
235.3
|
|
$
|
209.9
|
|
12
|
%
|
6
|
%
|
|
$
|
441.0
|
|
$
|
424.0
|
|
4
|
%
|
2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
$
|
15.0
|
|
$
|
(4.5
|
)
|
n.m.
|
n.m.
|
|
$
|
(0.4
|
)
|
$
|
(14.9
|
)
|
(97
|
)%
|
(80
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
$
|
32.3
|
|
$
|
13.2
|
|
n.m.
|
n.m.
|
|
$
|
34.3
|
|
$
|
22.2
|
|
55
|
%
|
46
|
%
|
|
n.m. not meaningful
|
|
(1) Service line fee revenue represents revenue for fees generated from
each of our service lines.
|
|
(2) Gross contract reimbursables reflects revenue from clients which have
substantially no margin.
|
|
APAC Results
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
(in millions) (unaudited)
|
|
2025
|
|
|
2024
|
|
% Change in USD
|
% Change in Local Currency
|
|
|
2025
|
|
|
2024
|
|
% Change in USD
|
% Change in Local Currency
|
|
Revenue:
|
|
|
|
|
|
|
|
|
|
|
Services
|
$
|
186.7
|
|
$
|
178.0
|
|
5
|
%
|
5
|
%
|
|
$
|
377.4
|
|
$
|
368.7
|
|
2
|
%
|
4
|
%
|
|
Leasing
|
|
42.8
|
|
|
44.2
|
|
(3
|
)%
|
(3
|
)%
|
|
|
74.8
|
|
|
72.6
|
|
3
|
%
|
4
|
%
|
|
Capital markets
|
|
12.4
|
|
|
11.7
|
|
6
|
%
|
4
|
%
|
|
|
36.3
|
|
|
26.7
|
|
36
|
%
|
35
|
%
|
|
Valuation and other
|
|
27.9
|
|
|
26.4
|
|
6
|
%
|
5
|
%
|
|
|
50.5
|
|
|
50.5
|
|
0
|
%
|
0
|
%
|
|
Total service line fee revenue(1)
|
|
269.8
|
|
|
260.3
|
|
4
|
%
|
3
|
%
|
|
|
539.0
|
|
|
518.5
|
|
4
|
%
|
5
|
%
|
|
Gross contract reimbursables(2)
|
|
150.2
|
|
|
92.4
|
|
63
|
%
|
66
|
%
|
|
|
272.3
|
|
|
175.7
|
|
55
|
%
|
60
|
%
|
|
Total revenue
|
$
|
420.0
|
|
$
|
352.7
|
|
19
|
%
|
20
|
%
|
|
$
|
811.3
|
|
$
|
694.2
|
|
17
|
%
|
19
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
APAC Fee-based operating expenses
|
$
|
256.5
|
|
$
|
247.9
|
|
3
|
%
|
3
|
%
|
|
$
|
515.2
|
|
$
|
502.9
|
|
2
|
%
|
4
|
%
|
|
Cost of gross contract reimbursables
|
|
150.2
|
|
|
92.4
|
|
63
|
%
|
66
|
%
|
|
|
272.3
|
|
|
175.7
|
|
55
|
%
|
60
|
%
|
|
Segment operating expenses
|
$
|
406.7
|
|
$
|
340.3
|
|
20
|
%
|
20
|
%
|
|
$
|
787.5
|
|
$
|
678.6
|
|
16
|
%
|
18
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
$
|
6.4
|
|
$
|
0.5
|
|
n.m.
|
n.m.
|
|
$
|
16.9
|
|
$
|
(1.2
|
)
|
n.m.
|
n.m.
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA
|
$
|
17.2
|
|
$
|
16.7
|
|
3
|
%
|
1
|
%
|
|
$
|
32.1
|
|
$
|
21.4
|
|
50
|
%
|
48
|
%
|
|
n.m. not meaningful
|
|
(1) Service line fee revenue represents revenue for fees generated from
each of our service lines.
|
|
(2) Gross contract reimbursables reflects revenue from clients which have
substantially no margin.
|
Cushman & Wakefield plc
Use of Non-GAAP Financial Measures
We have used the following measures, which are considered “non-GAAP financial measures” under SEC guidelines:
- Adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) and Adjusted EBITDA
margin;
- Segment operating expenses and Fee-based operating expenses;
- Adjusted net income and Adjusted earnings per share;
- Free cash flow;
- Local currency; and
- Net debt.
Management principally uses these non-GAAP financial measures to evaluate operating performance, develop budgets
and forecasts, improve comparability of results and assist our investors in analyzing the underlying performance of
our business. These measures are not recognized measurements under GAAP. When analyzing our operating results,
investors should use them in addition to, but not as an alternative for, the most directly comparable financial
results calculated and presented in accordance with GAAP. Because the Company’s calculation of these non-GAAP
financial measures may differ from other companies, our presentation of these measures may not be comparable to
similarly titled measures of other companies.
The Company believes that these measures provide a more complete understanding of ongoing operations, enhance
comparability of current results to prior periods and may be useful for investors to analyze our financial
performance. The measures eliminate the impact of certain items that may obscure trends in the underlying
performance of our business. The Company believes that they are useful to investors for the additional purposes
described below.
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, impairment of investments, loss on disposition, acquisition related
costs, cost savings initiatives, non-operating items related to the Greystone JV and other non-recurring items.
Adjusted EBITDA also excludes the effects of financings, income taxes 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.
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, impairment of investments, loss
on disposition, acquisition related costs, cost savings initiatives 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.
Adjusted net income and Adjusted earnings per share: Management also assesses the
profitability of the business using Adjusted net income. We believe that investors find this measure useful in
comparing our profitability to that of other companies in our industry because this calculation generally eliminates
depreciation and amortization related to merger, financing and other facility fees, unrealized (gain) loss on
investments, net, impairment of investments, loss on disposition, acquisition related costs, cost savings
initiatives, non-operating items related to the Greystone JV and other non-recurring items. Tax impact of adjusted
items, reflects management’s expectation about our long-term effective rate as a public company. The Company also
uses Adjusted earnings per share (“EPS”) as a component when measuring operating performance. Management defines
Adjusted EPS as Adjusted net income divided by total basic and diluted weighted average shares outstanding.
Free cash flow: Free cash flow is a financial performance metric that is calculated as
net cash used in operating activities, less capital expenditures (reflected as Payment for property and equipment in
the investing activities section of the Condensed Consolidated Statements of Cash Flows).
Local currency: In discussing our results, we refer to percentage changes in local
currency. These metrics are calculated by holding foreign currency exchange rates constant in year-over-year
comparisons. Management believes that this methodology provides investors with greater visibility into the
performance of our business excluding the effect of foreign currency rate fluctuations.
Net debt: Net debt is used as a measure of our liquidity and is calculated as total
debt minus cash and cash equivalents.
Adjustments to U.S. GAAP Financial Measures Used to Calculate Non-GAAP Financial
Measures
During the periods presented in this earnings release, we had the following adjustments:
Unrealized (gain) loss on investments, net represents net unrealized gains and losses on fair value
investments.
Impairment of investments reflects certain one-time impairment charges related to investments or other
assets.
Loss on disposition 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.
Acquisition related costs includes certain direct costs incurred in connection with acquiring
businesses.
Cost savings initiatives in 2024 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.
Non-operating items related to the Greystone JV reflects certain non-operating activity presented within
earnings from equity method investments related to the Greystone JV for (i) gains recognized from the retention of
mortgage servicing rights (“MSRs”) upon the origination and sale of mortgage loans, (ii) increases or decreases in
the fair value of the MSRs and (iii) estimated provisions for credit losses related to mortgage loans. This activity
is specific to the Greystone JV rather than all of the Company’s equity method investments based on the Greystone
JV’s specialized industry, namely, multi-family lending and loan servicing solutions. Starting in the second quarter
of 2025, we have excluded such activity from the calculation of Adjusted EBITDA as it is non-cash in nature and does
not represent the underlying operating performance of the business. This activity is reported entirely within the
Americas reportable segment.
The interim financial information for the three and six months ended June 30, 2025 and 2024 is unaudited. All
adjustments, consisting of normal recurring adjustments, except as otherwise noted, considered necessary for a fair
presentation of the unaudited interim condensed consolidated financial information for these periods have been
included. Users of all of the aforementioned unaudited interim financial information should refer to the audited
Consolidated Financial Statements of the Company and notes thereto for the year ended December 31, 2024 in the
Company’s 2024 Annual Report on Form 10-K.
Please see the following tables for reconciliations of our non-GAAP financial measures to the most closely
comparable GAAP measures.
|
Reconciliations of Non-GAAP financial measures
|
|
|
|
Reconciliation of Net income (loss) to Adjusted EBITDA:
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
(in millions) (unaudited)
|
|
2025
|
|
|
2024
|
|
|
|
2025
|
|
|
2024
|
|
|
Net income (loss)
|
$
|
57.3
|
|
$
|
13.5
|
|
|
$
|
59.2
|
|
$
|
(15.3
|
)
|
|
Adjustments:
|
|
|
|
|
|
|
Depreciation and amortization
|
|
26.2
|
|
|
31.2
|
|
|
|
52.9
|
|
|
63.7
|
|
|
Interest expense, net of interest income
|
|
53.2
|
|
|
60.8
|
|
|
|
105.5
|
|
|
119.5
|
|
|
Provision for income taxes
|
|
18.9
|
|
|
3.7
|
|
|
|
22.0
|
|
|
6.0
|
|
|
Unrealized (gain) loss on investments, net
|
|
(0.3
|
)
|
|
0.7
|
|
|
|
0.4
|
|
|
1.7
|
|
|
Impairment of investments
|
|
—
|
|
|
—
|
|
|
|
6.5
|
|
|
—
|
|
|
Loss on disposition
|
|
—
|
|
|
14.0
|
|
|
|
—
|
|
|
14.0
|
|
|
Acquisition related costs
|
|
—
|
|
|
—
|
|
|
|
0.4
|
|
|
—
|
|
|
Cost savings initiatives
|
|
—
|
|
|
10.2
|
|
|
|
—
|
|
|
17.4
|
|
|
Non-operating items related to the Greystone JV
|
|
10.6
|
|
|
—
|
|
|
|
10.6
|
|
|
—
|
|
|
Other(1)
|
|
(4.2
|
)
|
|
4.8
|
|
|
|
0.4
|
|
|
10.0
|
|
|
Adjusted EBITDA
|
$
|
161.7
|
|
$
|
138.9
|
|
|
$
|
257.9
|
|
$
|
217.0
|
|
| (1) |
Other includes miscellaneous income and expense items such as non-cash amortization
of certain merger related deferred rent and tenant incentives and non-cash amortization of the A/R
Securitization servicing liability.
|
|
|
|
For the three months ended June 30, 2025, Other also includes the release of a
non-ordinary course compliance reserve, which when originally accrued in a prior period had been excluded
from the calculation of Adjusted EBITDA within “Legal and compliance matters”. For the three and six months
ended June 30, 2025, Other also reflects one-time consulting costs associated with the proposed redomicile
to Bermuda, as well as a portion of non-cash stock-based compensation expense associated with
performance-based equity awards granted to four executive officers in 2024. The long-term incentive awards
granted to these four executive officers consisted entirely of performance-based awards in 2024 and they
provided for a higher maximum payout than typical awards. This award design structure was unique to 2024 and
was not utilized in 2025. We therefore excluded a portion of the non-cash stock-based compensation expense
associated with those awards from the calculation of Adjusted EBITDA to improve the comparability of our
operating results for the current period to prior and future periods, due to the unique nature of the 2024
awards and because we do not consider it to be a normal, recurring operating expense.
|
|
|
|
For the three months ended June 30, 2024, Other also reflects professional services
fees associated with discrete offshoring, legal fees and costs associated with an antitrust matter and
one-time legal and consulting costs associated with 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.
|
|
Reconciliation of Total costs and expenses to Segment operating expenses and
Fee-based operating expenses:
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
(in millions) (unaudited)
|
|
2025
|
|
|
2024
|
|
|
|
2025
|
|
|
2024
|
|
|
Total costs and expenses
|
$
|
2,361.1
|
|
$
|
2,217.6
|
|
|
$
|
4,600.4
|
|
$
|
4,383.6
|
|
|
Depreciation and amortization
|
|
(26.2
|
)
|
|
(31.2
|
)
|
|
|
(52.9
|
)
|
|
(63.7
|
)
|
|
Impairment of investments
|
|
—
|
|
|
—
|
|
|
|
(6.5
|
)
|
|
—
|
|
|
Loss on disposition
|
|
—
|
|
|
(14.0
|
)
|
|
|
—
|
|
|
(14.0
|
)
|
|
Acquisition related costs
|
|
—
|
|
|
—
|
|
|
|
(0.4
|
)
|
|
—
|
|
|
Cost savings initiatives
|
|
—
|
|
|
(10.2
|
)
|
|
|
—
|
|
|
(17.4
|
)
|
|
Other, including foreign currency movements(1)
|
|
4.3
|
|
|
(2.0
|
)
|
|
|
(0.8
|
)
|
|
(7.4
|
)
|
|
Segment operating expenses
|
|
2,339.2
|
|
|
2,160.2
|
|
|
|
4,539.8
|
|
|
4,281.1
|
|
|
Cost of gross contract reimbursables
|
|
(785.6
|
)
|
|
(704.3
|
)
|
|
|
(1,529.5
|
)
|
|
(1,391.5
|
)
|
|
Fee-based operating expenses
|
$
|
1,553.6
|
|
$
|
1,455.9
|
|
|
$
|
3,010.3
|
|
$
|
2,889.6
|
|
| (1) |
Other includes miscellaneous income and expense items such as non-cash amortization
of certain merger related deferred rent and tenant incentives, non-cash amortization of the A/R
Securitization servicing liability and the effects of movements in foreign currency.
|
|
|
|
For the three months ended June 30, 2025, Other also includes the release of a
non-ordinary course compliance reserve, which when originally accrued in a prior period had been excluded
from the calculation of Segment operating expenses within “Legal and compliance matters”. For the three and
six months ended June 30, 2025, Other also reflects one-time consulting costs associated with the proposed
redomicile to Bermuda, as well as a portion of non-cash stock-based compensation expense associated with
performance-based equity awards granted to four executive officers in 2024 (as further discussed above).
|
|
|
|
For the three months ended June 30, 2024, Other also reflects professional services
fees associated with discrete offshoring, legal fees and costs associated with an antitrust matter and
one-time legal and consulting costs associated with 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.
|
|
Reconciliation of Net income (loss) to Adjusted net income and Adjusted earnings
per share:
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
|
(in millions, except per share data) (unaudited)
|
|
2025
|
|
|
2024
|
|
|
|
2025
|
|
|
2024
|
|
|
Net income (loss)
|
$
|
57.3
|
|
$
|
13.5
|
|
|
$
|
59.2
|
|
$
|
(15.3
|
)
|
|
Adjustments:
|
|
|
|
|
|
|
Merger and acquisition related depreciation and amortization
|
|
10.3
|
|
|
12.8
|
|
|
|
20.5
|
|
|
26.7
|
|
|
Financing and other facility fees(1)
|
|
—
|
|
|
2.9
|
|
|
|
—
|
|
|
2.9
|
|
|
Unrealized (gain) loss on investments, net
|
|
(0.3
|
)
|
|
0.7
|
|
|
|
0.4
|
|
|
1.7
|
|
|
Impairment of investments
|
|
—
|
|
|
—
|
|
|
|
6.5
|
|
|
—
|
|
|
Loss on disposition
|
|
—
|
|
|
14.0
|
|
|
|
—
|
|
|
14.0
|
|
|
Acquisition related costs
|
|
—
|
|
|
—
|
|
|
|
0.4
|
|
|
—
|
|
|
Cost savings initiatives
|
|
—
|
|
|
10.2
|
|
|
|
—
|
|
|
17.4
|
|
|
Non-operating items related to the Greystone JV
|
|
10.6
|
|
|
—
|
|
|
|
10.6
|
|
|
—
|
|
|
Other
|
|
(4.2
|
)
|
|
4.8
|
|
|
|
0.4
|
|
|
10.0
|
|
|
Tax impact of adjusted items(2)
|
|
(4.2
|
)
|
|
(13.2
|
)
|
|
|
(8.0
|
)
|
|
(11.1
|
)
|
|
Adjusted net income
|
$
|
69.5
|
|
$
|
45.7
|
|
|
$
|
90.0
|
|
$
|
46.3
|
|
|
Weighted average shares outstanding, basic
|
|
231.4
|
|
|
229.0
|
|
|
|
230.9
|
|
|
228.5
|
|
|
Weighted average shares outstanding, diluted(3)
|
|
232.4
|
|
|
231.5
|
|
|
|
232.4
|
|
|
231.3
|
|
|
Adjusted earnings per share, basic
|
$
|
0.30
|
|
$
|
0.20
|
|
|
$
|
0.39
|
|
$
|
0.20
|
|
|
Adjusted earnings per share, diluted(3)
|
$
|
0.30
|
|
$
|
0.20
|
|
|
$
|
0.39
|
|
$
|
0.20
|
|
| (1) |
Financing and other facility fees reflects costs related to the refinancing of a
portion of the borrowings under our 2018 Credit Agreement in April 2024 and June 2024, including $2.9
million of new transaction costs expensed directly in the second quarter of 2024.
|
|
|
|
| (2) |
Reflective of management’s estimation of an adjusted effective tax rate of 25% for
both the three and six months ended June 30, 2025 and 27% for both the three and six months ended June 30,
2024.
|
|
|
|
| (3) |
Weighted average shares outstanding, diluted is calculated by taking basic weighted
average shares outstanding and adding dilutive shares of 1.0 million and 2.5 million for the three months
ended June 30, 2025 and 2024, respectively, and dilutive shares of 1.5 million and 2.8 million for the six
months ended June 30, 2025 and 2024, respectively.
|
| Reconciliation of Net cash used in operating activities to Free
cash flow: |
|
|
|
Six Months Ended June 30,
|
|
(in millions) (unaudited)
|
|
2025
|
|
|
2024
|
|
|
Net cash used in operating activities
|
$
|
(152.4
|
)
|
$
|
(103.3
|
)
|
|
Payment for property and equipment
|
|
(13.9
|
)
|
|
(22.3
|
)
|
|
Free cash flow
|
$
|
(166.3
|
)
|
$
|
(125.6
|
)
|
Source: Cushman & Wakefield