SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

ý                                  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2002

 

 

o                                  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

For the Transition Period from                to                

 

Commission File Number 000 - 32983

 

 

CBRE HOLDING, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

 

                Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý  No o

 

            The number of shares of Class A and Class B common stock outstanding at April 30, 2002 was 1,708,227 and 12,624,813, respectively.

 

THIS FILING INCLUDES UNREVIEWED FINANCIAL STATEMENTS IN LIEU OF FINANCIAL STATEMENTS REVIEWED IN ACCORDANCE WITH RULE 10-01(D) OF REGULATION S-X PROMULGATED BY THE SECURITIES AND EXCHANGE COMMISSION, BECAUSE WE WERE UNABLE TO OBTAIN SUCH A REVIEW FROM OUR FORMER AUDITOR, ARTHUR ANDERSEN LLP.  SEE “INFORMATION WITH RESPECT TO FINANCIAL STATEMENTS” IN THIS FILING FOR MORE INFORMATION.

 

 

 

CBRE HOLDING, INC.

 

FORM 10-Q

 

March 31, 2002

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION
Item 1.     Financial Statements
	Consolidated Balance Sheets at March 31, 2002 (Unaudited) and December 31, 2001	3
	Consolidated Statements of Operations for the three months ended March 31, 2002, the period from February 20, 2001 (inception) through March 31, 2001 and the three months ended March 31, 2001 (Unaudited)	4
	Consolidated Statements of Cash Flows for the three months ended March 31, 2002 and the three months ended March 31, 2001 (Unaudited)	5
	Notes to Consolidated Financial Statements (Unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 6.	Exhibits and Reports on Form 8-K	25
Signatures		26

 

INFORMATION WITH RESPECT TO FINANCIAL STATEMENTS

 

This filing includes unreviewed financial statements in lieu of financial statements reviewed in accordance with Rule 10-01(d) of Regulation S-X promulgated by the Securities and Exchange Commission, because we were unable to obtain such a review from our former auditor, Arthur Andersen LLP.

 

We are currently actively seeking a new independent auditor.  We intend to have the new auditor review our financial statements for the quarterly period ended March 31, 2002 in accordance with Rule 10-01(d) of Regulation S-X promptly upon retention of such auditor.

 

No auditor has opined that the unreviewed financial statements set forth herein present fairly, in all material respects, the financial position, the results of operations, cash flows and the changes in shareholders’ equity of the Company for the quarterly period ended March 31, 2002 in accordance with generally accepted accounting principles.

 

2

 

CBRE HOLDING, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)

 

 

		March 31,			December 31,
		2002			2001
		(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents		$	19,997		$	57,450
Receivables, less allowance for doubtful accounts of $12,324 and $11,748 at March 31, 2002 and December 31, 2001, respectively		128,942			156,434
Warehouse receivable		31,569			106,790
Prepaid expenses		10,913			8,325
Deferred taxes, net		32,010			32,155
Other current assets		9,460			8,493
Total current assets		232,891			369,647
Property and equipment, net		65,814			68,451
Goodwill		611,276			609,543
Other intangible assets, net of accumulated amortization of $5,118 and $3,153 at March 31, 2002 and December 31, 2001, respectively		36,242			38,117
Cash surrender value of insurance policies, deferred compensation plan		71,249			69,385
Investments in and advances to unconsolidated subsidiaries		45,439			42,535
Deferred taxes, net		52,630			54,002
Prepaid pension costs		13,301			13,588
Other assets		92,815			94,085
Total assets		$	1,221,657		$	1,359,353
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable and accrued expenses		$	90,050		$	82,982
Compensation and employee benefits payable		54,513			68,118
Accrued bonus and profit sharing		17,153			85,188
Income taxes payable		6,991			21,736
Short-term borrowings
Warehouse line of credit		31,569			106,790
Revolver and swingline credit facility		37,500			-
Other		47,678			48,828
Total short-term borrowings		116,747			155,618
Current maturities of long-term debt		10,291			10,223
Total current liabilities		295,745			423,865
Long-term debt:
11¼% senior subordinated notes, net of unamortized discount of $3,214 and $3,263 at March 31, 2002 and December 31, 2001, respectively		225,786			225,737
Senior secured term loans		218,637			220,975
16% senior notes, net of unamortized discount of $5,288 and $5,344 at March 31, 2002 and December 31, 2001, respectively		59,712			59,656
Other long-term debt		12,947			15,695
Total long-term debt		517,082			522,063
Deferred compensation liability		106,929			105,104
Other liabilities		46,830			46,661
Total liabilities		966,586			1,097,693
Minority interest		4,436			4,296
Commitments and contingencies
Stockholders' Equity:
Class A common stock; $0.01 par value; 75,000,000 shares authorized; 1,700,734 and 1,730,601 shares issued and outstanding at March 31, 2002 and December 31, 2001, respectively		17			17
Class B common stock; $0.01 par value; 25,000,000 shares authorized; 12,624,813 and 12,649,813 shares issued and outstanding at March 31, 2002 and December 31, 2001, respectively		126			127
Additional paid-in capital		239,760			240,541
Notes receivable from sale of stock		(643		)	(1,043		)
Accumulated earnings		11,331			17,426
Accumulated other comprehensive income		44			296
Total stockholders' equity		250,635			257,364
Total liabilities and stockholders' equity		$	1,221,657		$	1,359,353

 

The accompanying notes are an integral part of these consolidated financial statements.

 

3

 

CBRE HOLDING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except share data)

 

		Company			Predecessor
		CBRE Holding, Inc.			CB Richard Ellis Services, Inc.
		Three Months Ended March 31, 2002			Three Months Ended March 31, 2001
Revenue:
Leases		$	72,499		$	103,166
Sales		61,006			73,843
Property and facilities management fees		27,405			27,872
Consulting and referral fees		17,548			16,367
Appraisal fees		16,124			18,836
Loan origination and servicing fees		12,730			14,812
Investment management fees		11,675			8,549
Other		5,003			9,053
Total revenue		223,990			272,498
Costs and expenses:
Commissions, fees and other incentives		100,266			122,966
Operating, administrative and other		112,636			135,511
Depreciation and amortization		7,592			11,696
Merger-related and other nonrecurring charges		582			-
Operating income		2,914			2,325
Interest income		864			800
Interest expense		16,017			9,055
Loss before benefit for income tax		(12,239		)	(5,930		)
Benefit for income tax		(6,144		)	(3,084		)
Net loss		$	(6,095	)	$	(2,846	)
Basic loss per share		$	(0.40	)	$	(0.13	)
Weighted average shares outstanding for basic loss per share		15,050,633			21,309,550
Diluted loss per share		$	(0.40	)	$	(0.13	)
Weighted average shares outstanding for diluted loss per share		15,207,015			21,309,550

 

The accompanying notes are an integral part of these consolidated financial statements.

 

4

 

CBRE HOLDING, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

 

		Company			Predecessor
		CBRE Holding, Inc.			CB Richard Ellis Services, Inc.
		Three Months Ended March 31, 2002			Three Months Ended March 31, 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(6,095	)	$	(2,846	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization excluding deferred financing costs		7,592			11,696
Deferred compensation deferrals		2,817			11,113
Gain on sale of properties, businesses and servicing rights		(365		)	(6,279		)
Decrease in receivables		25,998			27,920
Increase in cash surrender value of insurance policies, deferred compensation plan		(1,864		)	(8,064		)
Decrease in compensation and employee benefits and accrued bonus and profit sharing		(77,720		)	(100,714		)
Increase (decrease) in accounts payable and accrued expenses		9,798			(4,505		)
Decrease in income taxes payable		(14,734		)	(17,632		)
Decrease in other liabilities		(1,622		)	(11,664		)
Net change in other operating assets and liabilities		(351		)	(3,288		)
Net cash used in operating activities		(56,546		)	(104,263		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		(2,145		)	(6,639		)
Proceeds from sale of properties, businesses and servicing rights		857			6,105
Acquisition of businesses including net assets acquired, intangibles and goodwill		(8,364		)	(1,115		)
Other investing activities, net		(1,678		)	1,113
Net cash used in investing activities		(11,330		)	(536		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolver and swingline credit facility		50,500			-
Repayment of revolver and swingline credit facility		(13,000		)	-
Repayment of senior notes and other loans, net		(3,195		)	(2,786		)
Repayment of senior secured term loans		(2,338		)	-
Proceeds from revolving credit facility		-			142,000
Repayment of revolving credit facility		-			(34,000		)
Other financing activities, net		(880		)	(274		)
Net cash provided by financing activities		31,087			104,940
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(36,789		)	141
CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD		57,450			20,854
Effect of exchange rate changes on cash		(664		)	(656		)
CASH AND CASH EQUIVALENTS, AT END OF PERIOD		$	19,997		$	20,339
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest (none capitalized)		$	8,454		$	3,733
Federal and local income taxes, net		$	6,867		$	14,575

 

The accompanying notes are an integral part of these consolidated financial statements.

 

5

 

CBRE HOLDING, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1.  Organization

 

CBRE Holding, Inc., a Delaware corporation, was incorporated on February 20, 2001 as Blum CB Holding Corporation.  On March 26, 2001, Blum CB Holding Corporation changed its name to CBRE Holding, Inc. (the Company).  The Company and its former wholly owned subsidiary, Blum CB Corporation (Blum CB), a Delaware corporation, were created to acquire all of the outstanding shares of CB Richard Ellis Services, Inc. (CBRE), an international real estate services firm. Prior to July 20, 2001, the Company was a wholly owned subsidiary of RCBA Strategic Partners, L.P. (RCBA Strategic), and is an affiliate of Richard C. Blum, a director of the Company and CBRE.

 

On July 20, 2001, the Company acquired CBRE (the merger) pursuant to an Amended and Restated Agreement and Plan of Merger, dated May 31, 2001, among the Company, CBRE and Blum CB.  Blum CB was merged with and into CBRE, with CBRE being the surviving corporation.  The operations of the Company after the merger are substantially the same as the operations of CBRE prior to the merger.  In addition, the Company has no substantive operations other than its investment in CBRE.

 

2.  Basis of Preparation

 

The accompanying unaudited consolidated balance sheets as of March 31, 2002 and December 31, 2001, and the unaudited  consolidated statements of operations and cash flows for the three months ended March 31, 2002 and for the period from February 20, 2001 (inception) through March 31, 2001, reflect the consolidated balance sheets, results of operations and cash flows of the Company from inception and also include the consolidated financial statements of CBRE from the date of the merger which include all material adjustments required under the purchase method of accounting.  The Company had no operating or cash flow activity for the period from February 20, 2001 (inception) through March 31, 2001.  In addition, in accordance with Regulation S-X, CBRE is considered the predecessor to the Company.  As such, the historical financial statements of CBRE  prior to the merger are included in the accompanying unaudited consolidated financial statements, including the consolidated statement of operations for the three months ended March 31, 2001 and the consolidated statement of cash flows for the three months ended March 31, 2001 (collectively “Predecessor financial statements”). The Predecessor financial statements have not been adjusted to reflect the acquisition of CBRE by the Company. As such, the consolidated financial statements of the Company after the merger are not directly comparable to the Predecessor financial statements prior to the merger.

 

Unaudited pro forma results of the Company assuming the merger had occurred as of January 1, 2001 are presented below.  These pro forma results have been prepared for comparative purposes only and include certain adjustments, such as the elimination of amortization expense related to goodwill as a result of the implementation of SFAS No. 142, “Goodwill and Other Intangible Assets” and increased interest expense as a result of debt acquired to finance the merger.  These pro forma results do not purport to be indicative of what the operating results would have been, and may not be indicative of future operating results (in thousands, except share amounts):

 

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules applicable to Form 10-Q and include all information and footnotes required for interim financial statement presentation. In the opinion of management, all adjustments (consisting of normal recurring adjustments)  considered necessary for a fair presentation have been included.  The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods.  Actual results could differ materially from those

 

6

 

estimates.  All significant inter-company transactions and balances have been eliminated, and certain reclassifications have been made to prior periods’ consolidated statements to conform to current period presentation.  The results of operations for the three months ended March 31, 2002 are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2002.  The consolidated financial statements and notes to the consolidated financial statements, along with management’s discussion  and analysis of financial condition, results of operations, liquidity and capital resources should be read in conjunction with the Company’s recent filing on form 10-K, which contains the latest available audited consolidated financial statements and notes thereto, as of and for the period ended December 31, 2001.

 

3.  Investments in and Advances to Unconsolidated Subsidiaries

 

Condensed Statement of Operations (unaudited) for the unconsolidated subsidiaries accounted for using the equity method is as follows (in thousands):

 

 

            The Company’s investment management business involves investing the Company’s own capital in certain real estate investments with clients, including its equity investments in CB Richard Ellis Strategic Partners, L.P., CB Richard Ellis Corporate Partners, L.L.C., and other co-investments.  The Company has provided investment management, property management, brokerage, appraisal and other professional services to these equity investees.

 

4.  Debt

 

            The Company has $229.0 million in aggregate principal amount of 11 ¼% Senior Subordinated Notes due June 15, 2011 (the Notes), which were issued and sold by Blum CB Corp. for approximately $225.6 million, net of discount, on June 7, 2001 and assumed by CBRE in connection with the merger.  The Notes require semi-annual payments of interest in arrears on June 15 and December 15, commencing on December 15, 2001, and are redeemable in whole or in part on or after June 15, 2006 at 105.625% of par on that date and at declining prices thereafter.  In addition, before June 15, 2004, the Company may redeem up to 35.0% of the originally issued amount of the Notes at 111 ¼% of par, plus accrued and unpaid interest, solely with the net cash proceeds from public equity offerings.  In the event of a change of control, the Company is obligated to make an offer to purchase the Notes at a redemption price of 101.0% of the principal amount, plus accrued and unpaid interest.  The Notes are fully and unconditionally guaranteed on a senior subordinated basis by the Company and CBRE’s domestic subsidiaries.  The effective yield on the Notes is 11.5%.  The amount included in the accompanying unaudited consolidated balance sheets, net of unamortized discount, was $225.8 million at March 31, 2002.

 

            The Company also entered into a $325.0 million senior credit facility (the Credit Facility) with Credit Suisse First Boston (CSFB) and other lenders. The Credit Facility is jointly and severally guaranteed by the Company and its domestic subsidiaries and is secured by substantially all their assets.  The Credit Facility includes the Tranche A term facility of $50.0 million, maturing on July 20, 2007; the Tranche B term facility of $185.0 million, maturing on July 18, 2008; and the revolving line of credit of $90.0 million, including revolving credit loans, letters of credit and a swingline loan facility, maturing on July 20, 2007.  Borrowings under the senior secured credit facilities will bear interest at varying rates based on the Company’s option, at either LIBOR plus 3.25% or the alternate base rate plus 2.25%, in the case of the Tranche A and the revolving facility, and LIBOR plus 3.75% or the alternate base rate plus 2.75%, in the case of the Tranche B facility.  The alternate base rate is the higher of (1) CSFB’s prime rate or (2) the Federal Funds Effective Rate plus one-half of one percent. After delivery of the Company’s consolidated financial statements for the year ending December 31, 2001, the amount added to the LIBOR rate or the alternate base rate under the Tranche A and revolving facility will vary from 2.50% to 3.25% for LIBOR, and from 1.50% to 2.25% for the alternate base rate, as determined by reference to the Company’s ratios of total debt less available cash to EBITDA, as defined in the debt agreement.

 

7

 

            The Tranche A facility will fully amortize by July 20, 2007 through quarterly principal payments over 6 years, which total $7.5 million each year through June 30, 2003 and $8.75 million each year thereafter through July 20, 2007. The Tranche B facility requires quarterly principal payments of approximately $0.5 million, with the remaining outstanding principal due on July 18, 2008. The revolving line of credit requires the repayment of any outstanding balance for a period of 45 consecutive days commencing on any day as determined by the Company in the month of December of each year. The Company repaid its revolving credit facility as of December 1, 2001 and at March 31, 2002 had an outstanding line of credit of $37.5 million. The total amount outstanding under the credit facility included in senior secured term loans, current maturities of long-term debt and short-term borrowings in the accompanying consolidated balance sheets was $265.5 million at March 31, 2002.

 

            The Company issued an aggregate principal amount of $65.0 million of 16.0% Senior Notes due on July 20, 2011 (the Senior Notes).  The Senior Notes are unsecured obligations, senior to all current and future unsecured indebtedness, but subordinated to all current and future secured indebtedness of the Company.  Interest accrues at a rate of 16.0% per year and is payable quarterly in cash in arrears.  However, until July 2006, interest in excess of 12.0% may be paid in kind. Additionally, at any time, interest may be paid in kind to the extent CBRE’s ability to pay cash dividends is restricted by the terms of the Credit Facility.  The Company has paid in cash all interest payments required to date.  The Senior Notes are redeemable at the Company’s option, in whole or in part, at 116.0% of par commencing on July 20, 2001 and at declining prices thereafter. In the event of a change in control, the Company is obligated to make an offer to purchase all of the outstanding Senior Notes. The total amount included in the accompanying consolidated balance sheets was $59.7 million, net of unamortized discount, at March 31, 2002.

 

            The Senior Notes are solely the Company’s obligation to repay.  CBRE has neither guaranteed nor pledged any of its assets as collateral for the Senior Notes, and is not obligated to provide cashflow to the Company for repayment of these Senior Notes.  However, the Company has no substantive assets or operations other than its investment in CBRE to meet any required principal and interest payments on the Senior Notes.  The Company will depend on CBRE’s cash flows to fund principal and interest payments as they come due.

 

            The Senior Subordinated Notes, the senior credit facility and the Senior Notes all contain numerous restrictive covenants that, among other things, limit the Company’s ability to incur additional indebtedness, pay dividends or distributions to stockholders or repurchase capital stock or debt, make investments, sell assets or subsidiary stock, engage in transactions with affiliates, issue subsidiary equity and enter into consolidations or mergers.  The debt agreements require the Company to maintain certain minimum levels of net worth, a minimum coverage ratio of interest and certain fixed charges and a maximum leverage and senior leverage ratio of earnings before interest, taxes, depreciation and amortization to funded debt (all as defined in the agreements).  The agreements also restrict the payment of cash dividends and require the Company to pay a facility fee based on the total amount of the commitment.

 

            On March 12, 2002, Moody’s Investor Service downgraded the Company’s senior secured term loans and Senior Subordinated Notes to B1 from Ba3 and to B3 from B2, respectively.  This downgrade does not impact the Company’s ability to borrow or affect the Company’s interest rate for the senior secured term loans.  Standard and Poor’s ratings of the Company’s senior secured term loans and Senior Subordinated Notes are currently BB- and B, respectively.

 

            The Company has short-tem borrowings of $116.7 million and $155.6 million with related weighted average interest rates of 4.9% and 4.5% as of March 31, 2002 and December 31, 2001, respectively.

 

            A subsidiary of the Company has a credit agreement with Residential Funding Corporation (RFC).  The credit agreement provides for a revolving line of credit of up to $350.0 million through February 28, 2002, and $150.0 million for the period from March 1, 2002 through August 31, 2002, and bears interest at 1.0% over the RFC base rate.  The agreement expires on August 31, 2002. On April 20, 2002, the Company obtained a temporary line of credit increase of $210.0 million, resulting in a total line of credit equaling $360.0 million, which expires on July 31, 2002.  During the quarter ended March 31, 2002, the Company had a maximum of $110.8  million revolving line of credit principal outstanding.  At March 31, 2002, the Company had a $31.6 million warehouse line of credit outstanding, which is included in short-term borrowings in the accompanying consolidated balance sheets.  The Company also had a $31.6 million warehouse receivable.

 

            During 2001, the Company incurred certain non recourse debt through a joint venture in order to purchase property that is held for sale.  In February 2002, the maturity date on this non recourse debt was extended to September 18, 2002.

 

8

 

5.  Commitments and Contingencies

 

            Between November 12 and December 6, 2000, five putative class actions were filed in the Court of Chancery of the State of Delaware in and for New Castle County by various of CBRE’s stockholders against the Company, CBRE, its directors and the buying group which has taken CBRE private.  A similar action was also filed on November 17, 2000 in the Superior Court of the State of California in and for the County of Los Angeles.  These actions all alleged that the offering price for shares of CBRE’s common stock was unfair and inadequate and sought injunctive relief or rescission of the transaction and, in the alternative, money damages.

 

            The five Delaware actions were subsequently consolidated and a lead counsel appointed.  As of October 2, 2001, the parties to the Delaware litigation entered into a settlement agreement that was filed with the appropriate court in Delaware. On November 26, 2001, the Delaware court approved the settlement of the Delaware litigation, however, it reduced the fees payable to the lawyers for the plaintiffs.  The lawyers for the plaintiffs have filed an appeal solely from the award of fees, resulting in a final judgment as to the dismissal of the claims of the plaintiffs and barring further prosecution of such claims or the commencement of other actions based on such claims.  The actions in Delaware and California have been completely resolved, with the appeal from the Delaware award of fees being dismissed on February 1, 2002 and the California action being dismissed with prejudice on February 8, 2002.

 

            The Company is a party to a number of pending or threatened lawsuits arising out of, or incident to, its ordinary course of business.  Based on available cash and anticipated cash flows, the Company believes that the ultimate outcome of these lawsuits will not have an impact on the Company’s ability to carry on its operations.  Management believes that any liability that may result from disposition of these lawsuits will not have a material effect on the Company’s consolidated financial position or results of operations.

 

            An important part of the strategy for the Company’s investment management business involves investing the Company’s own capital in certain real estate investments with its clients. As of March 31, 2002, the Company had committed an additional $32.6 million to fund future co-investments.

 

6.  Comprehensive Loss

 

            Comprehensive loss consists of net loss and other comprehensive loss.  Accumulated other comprehensive loss consists of foreign currency translation adjustments.  The tax benefit associated with items included in other comprehensive loss for the Company was $0.2 million for the three months ended March 31, 2002 and $6.0 million for CBRE for the three months ended March 31, 2001. The following unaudited table provides a summary of the comprehensive loss (dollars in thousands):

 

 

7.  Per Share Information

 

            Basic loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding of 15,050,633 for the three months ended March 31, 2002. Diluted loss per share for the three months ended March 31, 2002 included the dilutive effect of contingently issuable shares of 156,382. 

 

9

 

 

            Basic loss per share for CBRE was computed by dividing the net loss for the three months ended March 31, 2001 by the weighted average number of common shares outstanding of 21,309,550.  As a result of operating losses incurred for the three months ended March 31, 2001, diluted weighted average shares outstanding do not give effect to common stock equivalents, as to do so would be anti-dilutive.

 

            Due to the change in equity structure as a result of the merger, the current year per share information is not comparable to that of the prior year.

 

8.  Fiduciary Funds

 

            The consolidated balance sheets do not include the net assets of escrow, agency and fiduciary funds, which amounted to $402.8 million and $373.2 million at March 31, 2002 and December 31, 2001, respectively.

 

9.  Guarantor and Nonguarantor Financial Statements

 

In connection with the merger with Blum CB, and as part of the financing of the merger, CBRE assumed an aggregate of $229.0 million in Senior Subordinated Notes due June 15, 2011.  These Notes are unsecured and rank equally in right of payment with any of the Company’s future senior subordinated unsecured indebtedness.  The Notes are effectively subordinated to indebtedness and other liabilities of the Company’s subsidiaries that are not guarantors of the Notes.  The Notes are guaranteed on a full, unconditional, joint and several basis by the Company, CBRE and CBRE’s wholly-owned domestic subsidiaries.

 

The following condensed consolidating financial information includes:

 

(1) Condensed consolidating balance sheets as of March 31, 2002 and December 31, 2001; condensed consolidating statements of operations for the three months ended March 31, 2002 and 2001; and condensed consolidating statements of cash flows for the three months ended March 31, 2002 and 2001 of (a) Holding, the parent, (b) CBRE, which is the subsidiary issuer, (c) the guarantor subsidiaries, (d) the nonguarantor subsidiaries and (e) the Company on a consolidated basis; and

 

(2) Elimination entries necessary to consolidate CBRE Holding, Inc., the parent, with CBRE and its guarantor and nonguarantor subsidiaries.

 

The Company had no activity related to the condensed consolidating statement of operations and condensed consolidating statement of cash flows for the period from February 20, 2001 (inception) through March 31, 2001.

 

Investments in consolidated subsidiaries are presented using the equity method of accounting.  The principal elimination entries eliminate investments in consolidated subsidiaries and inter-company balances and transactions.  In accordance with SFAS No. 142, “Goodwill and Other Intangibles,” all goodwill acquired in an acquisition shall be assigned to reporting units as of the date of acquisition.  The Company is currently evaluating the fair value of these reporting units and the applicable goodwill to be assigned.  As a result, the condensed consolidating balance sheet as of March 31, 2002 does not reflect this allocation of goodwill based upon the fair value of the Company’s reporting units.

 

10

 

CBRE HOLDING, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF MARCH 31, 2002

(Dollars in thousands)

(Company)

 

		Parent			CBRE			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Elimination			Consolidated Total
Current Assets:
Cash and cash equivalents		$	12		$	184		$	14,213		$	5,588		$	-		$	19,997
Receivables, less allowance for doubtful accounts		40			24			62,546			66,332			-			128,942
Warehouse receivable		-			-			31,569			-			-			31,569
Prepaid and other current assets		23,109			19,393			8,062			10,189			(17,271		)	43,482
Total current assets		23,161			19,601			116,390			82,109			(17,271		)	223,990
Property and equipment, net		-			-			49,953			15,861			-			65,814
Goodwill		-			199,481			208,432			203,363			-			611,276
Other intangible assets, net		-			-			29,866			6,376			-			36,242
Cash surrender value of insurance policies, deferred compensation plan		-			71,249			-			-			-			71,249
Investment in and advances to unconsolidated subsidiaries		-			4,299			36,971			4,169			-			45,439
Investment in consolidated subsidiaries		261,691			65,436			158,347			-			(485,474		)	-
Inter-company loan receivable		-			486,957			-			-			(486,957		)	-
Deferred taxes, net		61,531			-			-			-			-			61,531
Prepaid pension costs		-			-			-			13,301			-			13,301
Other assets		7,078			23,458			15,707			46,572			-			92,815
Total assets		$	353,461		$	870,481		$	615,666		$	371,751		$	(989,702	)	$	1,221,657
Current Liabilities:
Accounts payable and accrued expenses		$	2,022		$	10,413		$	39,254		$	38,361		$	-		$	90,050
Inter-company payable		17,271			-			-			-			(17,271		)	-
Compensation and employee benefits payable		-			-			30,652			23,861			-			54,513
Accrued bonus and profit sharing		-			-			6,789			10,364			-			17,153
Income taxes payable		6,991			-			-			-			-			6,991
Short-term borrowings:
Warehouse line of credit		-			-			31,569			-			-			31,569
Revolving credit and swingline facility		-			37,500			-			-			-			37,500
Other		-			175			309			47,194			-			47,678
Total short-term borrowings		-			37,675			31,878			47,194			-			116,747
Current maturities of long-term debt		-			9,350			89			852			-			10,291
Total current liabilities		26,284			57,438			108,662			120,632			(17,271		)	295,745
Long-term debt:
11¼% senior subordinated notes, net of unamortized discount		-			225,786			-			-			-			225,786
Senior secured term loans		-			218,637			-			-			-			218,637
16% senior notes, net of unamortized discount		59,712			-			-			-			-			59,712
Other long-term debt		-			-			12,440			507			-			12,947
Inter-company loan payable		-			-			413,973			72,984			(486,957		)	-
Total long-term debt		59,712			444,423			426,413			73,491			(486,957		)	517,082
Deferred compensation liability		-			106,929			-			-			-			106,929
Other liabilities		16,830			-			15,155			14,845			-			46,830
Total liabilities		102,826			608,790			550,230			208,968			(504,228		)	966,586
Minority interest		-			-			-			4,436			-			4,436
Commitments and contingencies
Stockholders' Equity:		250,635			261,691			65,436			158,347			(485,474		)	250,635
Total liabilities and stockholders' equity		$	353,461		$	870,481		$	615,666		$	371,751		$	(989,702	)	$	1,221,657

 

11

 

CBRE HOLDING, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2001

(Dollars in thousands)

(Company)

 

		Parent			CBRE			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Elimination			Consolidated Total
Current Assets:
Cash and cash equivalents		$	3		$	931		$	42,204		$	14,312		$	-		$	57,450
Receivables, less allowance for doubtful accounts		47			71			70,343			85,973			-			156,434
Warehouse receivable		-			-			106,790			-			-			106,790
Prepaid and other current assets		23,254			12,465			6,321			8,353			(10,321		)	40,072
Total current assets		23,304			13,467			225,658			108,638			(10,321		)	360,746
Property and equipment, net		-			-			51,314			17,137			-			68,451
Goodwill		-			197,748			208,432			203,363			-			609,543
Other intangible assets, net		-			-			31,219			6,898			-			38,117
Cash surrender value of insurance policies, deferred compensation plan		-			69,385			-			-			-			69,385
Investment in and advances to unconsolidated subsidiaries		-			4,132			34,296			4,107			-			42,535
Investment in consolidated subsidiaries		274,402			65,690			168,974			-			(509,066		)	-
Inter-company loan receivable		-			465,173			-			-			(465,173		)	-
Deferred taxes, net		62,903			-			-			-			-			62,903
Prepaid pension costs		-			-			-			13,588			-			13,588
Other assets		7,320			24,387			14,739			47,639			-			94,085
Total assets		$	367,929		$	839,982		$	734,632		$	401,370		$	(984,560	)	$	1,359,353
Current Liabilities:
Accounts payable and accrued expenses		$	2,022		$	4,236		$	37,325		$	39,399		$	-		$	82,982
Inter-company payable		10,321			-			-			-			(10,321		)	-
Compensation and employee benefits payable		-			-			44,192			23,926			-			68,118
Accrued bonus and profit sharing		-			-			56,821			28,367			-			85,188
Income taxes payable		21,736			-			-			-			-			21,736
Short-term borrowings:
Warehouse line of credit		-			-			106,790			-			-			106,790
Other		-			178			309			48,341			-			48,828
Total short-term borrowings		-			178			107,099			48,341			-			155,618
Current maturities of long-term debt		-			9,350			129			744			-			10,223
Total current liabilities		34,079			13,764			245,566			140,777			(10,321		)	423,865
Long-term debt:
11¼% senior subordinated notes, net of unamortized discount		-			225,737			-			-			-			225,737
Senior secured term loans		-			220,975			-			-			-			220,975
16% senior notes, net of unamortized discount		59,656			-			-			-			-			59,656
Other long-term debt		-			-			14,974			721			-			15,695
Inter-company loan payable		-			-			393,827			71,346			(465,173		)	-
Total long-term debt		59,656			446,712			408,801			72,067			(465,173		)	522,063
Deferred compensation liability		-			105,104			-			-			-			105,104
Other liabilities		16,830			-			14,575			15,256			-			46,661
Total liabilities		110,565			565,580			668,942			228,100			(475,494		)	1,097,693
Minority interest		-			-			-			4,296			-			4,296
Commitments and contingencies
Stockholders' Equity:		257,364			274,402			65,690			168,974			(509,066		)	257,364
Total liabilities and stockholders' equity		$	367,929		$	839,982		$	734,632		$	401,370		$	(984,560	)	$	1,359,353

 

 

12

 

CBRE HOLDING, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2002

(Dollars in thousands)

(Company)

 

		Parent			CBRE			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Elimination			Consolidated Total
Revenue		$	-		$	-		$	168,560		$	55,430		$	-		$	223,990
Costs and expenses:
Commissions, fees and other incentives		-			-			71,655			28,611			-			100,266
Operating, administrative and other		100			2,211			79,884			30,441			-			112,636
Depreciation and amortization		-			-			5,201			2,391			-			7,592
Merger-related and other nonrecurring charges		-			582			-			-			-			582
Operating (loss) income		(100		)	(2,793		)	11,820			(6,013		)	-			2,914
Interest income		45			9,815			703			86			(9,785		)	864
Interest expense		2,794			10,467			9,355			3,186			(9,785		)	16,017
Equity losses of consolidated subsidiaries		(5,211		)	(3,371		)	(5,285		)	-			13,867			-
Loss before (benefit) provision for income tax		(8,060		)	(6,816		)	(2,117		)	(9,113		)	13,867			(12,239		)
(Benefit) provision for income tax		(1,965		)	(1,605		)	1,254			(3,828		)	-			(6,144		)
Net loss		$	(6,095	)	$	(5,211	)	$	(3,371	)	$	(5,285	)	$	13,867		$	(6,095	)

 

 

 

CBRE HOLDING, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2001

(Dollars in thousands)

(Predecessor)

 

		CBRE			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Elimination			Consolidated Total
Revenue		$	-		$	211,009		$	61,489		$	-		$	272,498
Costs and expenses:
Commissions, fees and other incentives		-			94,134			28,832			-			122,966
Operating, administrative and other		(421		)	100,072			35,860			-			135,511
Depreciation and amortization		-			7,851			3,845			-			11,696
Operating income (loss)		421			8,952			(7,048		)	-			2,325
Interest income		7,093			438			362			(7,093		)	800
Interest expense		7,852			6,467			1,829			(7,093		)	9,055
Equity losses of consolidated subsidiaries		(2,648		)	(4,360		)	-			7,008			-
Loss before (benefit) provision for income tax		(2,986		)	(1,437		)	(8,515		)	7,008			(5,930		)
(Benefit) provision for income tax		(140		)	1,211			(4,155		)	-			(3,084		)
Net loss		$	(2,846	)	$	(2,648	)	$	(4,360	)	$	7,008		$	(2,846	)

 

13

 

CBRE HOLDING, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2002

(Dollars in thousands)

(Company)

 

 

		Parent			CBRE			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Consolidated Total
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:		$	650		$	(1,240	)	$	(43,714	)	$	(12,242	)	$	(56,546	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		-			-			(1,622		)	(523		)	(2,145		)
Proceeds from sale of properties, businesses and servicing rights		-			-			727			130			857
Acquisition of businesses including net assets acquired, intangibles and goodwill		-			(8,339		)	(25		)	-			(8,364		)
Other investing activities, net		-			-			(1,733		)	55			(1,678		)
Net cash used in investing activities		-			(8,339		)	(2,653		)	(338		)	(11,330		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolver and swingline credit facility		-			50,500			-			-			50,500
Repayment of revolver and swingline credit facility		-			(13,000		)	-			-			(13,000		)
Repayment of senior notes and other loans, net		-			-			(2,534		)	(661		)	(3,195		)
Repayment of senior secured term loans		-			(2,338		)	-			-			(2,338		)
(Increase) decrease in intercompany receivables, net		-			(26,179		)	20,950			5,229			-
Other financing activities, net		(641		)	(151		)	(40		)	(48		)	(880		)
Net cash (used in) provided by financing activities		(641		)	8,832			18,376			4,520			31,087
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		9			(747		)	(27,991		)	(8,060		)	(36,789		)
CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD		3			931			42,204			14,312			57,450
Effect of exchange rate changes on cash		-			-			-			(664		)	(664		)
CASH AND CASH EQUIVALENTS, AT END OF PERIOD		$	12		$	184		$	14,213		$	5,588		$	19,997
SUPPLEMENTAL DATA:
Cash paid during the period for:
Interest (none capitalized)		$	2,600		$	3,301		$	477		$	2,076		$	8,454
Federal and local income taxes		$	6,867		$	-		$	-		$	-		$	6,867

 

14

 

CBRE HOLDING, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2001

(Dollars in thousands)

(Predecessor)

 

 

		CBRE			Guarantor Subsidiaries			Nonguarantor Subsidiaries			Consolidated Total
CASH FLOWS USED IN OPERATING ACTIVITIES:		$	(20,976	)	$	(70,786	)	$	(12,501	)	$	(104,263	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment		-			(4,811		)	(1,828		)	(6,639		)
Proceeds from sale of properties, businesses and servicing rights		-			5,842			263			6,105
Acquisition of businesses including net assets acquired, intangibles and goodwill		-			(31		)	(1,084		)	(1,115		)
Other investing activities, net		215			3,146			(2,248		)	1,113
Net cash provided by (used in) investing activities		215			4,146			(4,897		)	(536		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from revolving credit facility		142,000			-			-			142,000
Repayment of revolving credit facility		(34,000		)	-			-			(34,000		)
Repayment of senior notes and other loans, net		(1,157		)	(781		)	(848		)	(2,786		)
Decrease (increase) in intercompany receivables, net		(86,118		)	68,317			17,801			-
Other financing activities, net		184			(41		)	(417		)	(274		)
Net cash provided by financing activities		20,909			67,495			16,536			104,940
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		148			855			(862		)	141
CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD		62			7,558			13,234			20,854
Effect of exchange rate changes on cash		-			-			(656		)	(656		)
CASH AND CASH EQUIVALENTS, AT END OF PERIOD		$	210		$	8,413		$	11,716		$	20,339
SUPPLEMENTAL DATA:
Cash paid during the period for:
Interest (none capitalized)		$	3,292		$	395		$	46		$	3,733
Federal and local income taxes		$	14,575		$	-		$	-		$	14,575

 

 

10.  Industry Segments

 

                The Company reports its operations through three geographically organized segments:  (1) The Americas, (2) Europe, Middle East, and Africa (EMEA) and (3) Asia Pacific.  The Americas consist of the United States, Canada, Mexico, and operations located in Central and South America.  EMEA mainly consists of Europe, while Asia Pacific includes the operations in Asia, Australia and New Zealand.  Previously, the Company reported its segments based on the applicable type of revenue transaction.  The Americas’ prior year results include a nonrecurring pre-tax gain of $5.6 million from the sale of mortgage fund contracts.  The following unaudited table summarizes the revenue and operating income (loss) by operating segment (dollars in thousands):

 

 

15

 

 

		Company			Predecessor
		CBRE Holding, Inc.			CB Richard Ellis Services, Inc.
		Three Months Ended March 31, 2002			Three Months Ended March 31, 2001
Revenue
Americas		$	178,613		$	222,513
EMEA		30,073			33,280
Asia Pacific		15,304			16,705
		$	223,990		$	272,498
Operating income (loss)
Americas		$	8,147		$	8,777
EMEA		(3,014		)	(3,238		)
Asia Pacific		(2,219		)	(3,214		)
		$	2,914		$	2,325
Interest income		864			800
Interest expense		16,017			9,055
Loss before benefit for income tax		$	(12,239	)	$	(5,930	)

 

16

 

ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Introduction - -

 

On July 20, 2001, the Company acquired CB Richard Ellis Services, Inc. (CBRE), (the merger), pursuant to an Amended and Restated Agreement and Plan of Merger, dated May 31, 2001 among the Company, CBRE and Blum CB Corp. (Blum CB), a wholly owned subsidiary of the Company.  Blum CB was merged with and into CBRE, with CBRE being the surviving corporation.  At the effective time of the merger, CBRE became a wholly owned subsidiary of the Company.

 

            The results of operations and cash flows of the Company for the three months ended March 31, 2001, represent the results of operations and cash flows of CBRE, the predecessor to the Company, as the Company had no operating or cash flow activity during this time period.  However, these results do not reflect any purchase accounting adjustments which are included in the current year results of the Company subsequent to the merger.  Due to the effects of purchase accounting applied as a result of the merger and the additional interest expense associated with the debt incurred to finance the merger, the results of operations of the Company may not be comparable in all respects to the results of operations for CBRE  prior to the merger.  However, the Company’s management believes a discussion of the operations is more meaningful by comparing the results of the Company with the results of CBRE.

 

Management’s discussion and analysis of financial condition, results of operations, liquidity and capital resources contained within this report on Form 10-Q is more clearly understood when read in conjunction with the Notes to the Consolidated Financial Statements.  The Notes to the Consolidated Financial Statements elaborate on certain terms that are used throughout this discussion and provide information about the Company and the basis of presentation used in this report on Form 10-Q.

 

Three Months Ended March 31, 2002 Compared to the Three Months Ended March 31, 2001

 

The Company reported a consolidated net loss of $6.1 million for the three months ended March 31, 2002, on revenue of $224.0 million compared to a consolidated net loss of $2.8 million on revenue of $272.5 million for the three months ended March 31, 2001.

 

Revenue on a consolidated basis decreased by $48.5 million or 17.8% during the three months ended March 31, 2002, compared to the three months ended March 31, 2001. This was mainly driven by a $30.7 million decrease in lease revenue and a $12.8 million decline in sales revenue during the current year.  The lower revenue is primarily attributable to the Company’s North American operation.  Other revenue also dropped by $4.1 million attributable primarily to the sale of mortgage fund contracts in March 2001.

 

Commissions, fees and other incentives on a consolidated basis totaled $100.3 million, a decrease of $22.7 million or 18.5% from the first quarter of 2001.  This decrease is primarily due to the lower sales and lease revenue within North America.  This also resulted in lower variable commission expense within this division as compared to prior year.  The decline is slightly offset by producer compensation within the international operations which is typically fixed in nature and does not decrease as a result of lower revenue.  As a result, commissions as a percentage of revenue decreased slightly to 44.8% in the current quarter, compared to 45.1% in the prior year quarter.

 

Operating, administrative and other on a consolidated basis was $112.6 million, a decrease of $22.9 million or 16.9% for the three months ended March 31, 2002, compared to the first quarter of the prior year.  This decrease is due to cost cutting measures and operational efficiencies put in place in May 2001.  An organizational restructure was also implemented after the merger transaction was completed that included the reduction of administrative staff in corporate and divisional headquarters and the scaling back of unprofitable operations.  In addition, bonus incentives and profit share declined due to the Company’s lower results.

 

Depreciation and amortization expense on a consolidated basis decreased by $4.1 million or 35.1% due primarily to the discontinuation of goodwill amortization after the merger, in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets.”

 

            Merger-related and other nonrecurring charges on a consolidated basis were $0.6 million for the three months ended March 31, 2002 and primarily consists of costs for professional services related to the merger.

 

Consolidated interest expense was $16.0 million, an increase of $7.0 million or 76.9% for the three months ended March 31, 2002, as compared to the three months ended March 31, 2001.  This is attributable to the Company’s increased debt as a result of the merger.

 

17

 

Income tax benefit on a consolidated basis was $6.1 million for the three months ended March 31, 2002, as compared to $3.1 million for the three months ended March 31, 2001.  The income tax benefit and effective tax rate are not comparable between periods due to the merger.  In addition, the Company adopted SFAS No. 142, which includes the elimination of the amortization of goodwill created under such merger transactions.

 

Segment Operations

 

Subsequent to the merger transaction, the Company reorganized its business segments as part of its efforts to reduce costs and streamline its operations.  The Company now conducts and reports its operations through three geographically organized segments: (1) The Americas, (2) Europe, Middle East and Africa (EMEA), and (3) Asia Pacific.  The Americas consist of the United States, Canada, Mexico and operations located in Central and South America.  EMEA mainly consists of Europe, while Asia Pacific includes the operations in Asia, Australia and New Zealand.  Previously, the Company reported its segments based on the applicable type of revenue transaction.  The Americas’ prior year results include a nonrecurring pre-tax gain of $5.6 million from the sale of mortgage fund contracts. The following unaudited table summarizes the revenue, cost and expenses, and operating income (loss) by operating segment for the three months ended March 31, 2002 and 2001:

 

18

 

		Three Months Ended March 31
		2002			2001
		(Dollars in thousands)
Americas
Revenue		$	178,613		$	222,513
Costs and expenses:
Commissions, fees and other incentives		77,611			100,322
Operating, administrative and other		86,782			105,019
Depreciation and amortization		5,491			8,395
Merger-related and other nonrecurring charges		582			—
Operating income		$	8,147		$	8,777
EBITDA, excluding merger-related and other nonrecurring charges		$	14,220		$	17,172
EBITDA, excluding merger-related and other nonrecurring charges, margin		8.0		%	7.7		%
EMEA
Revenue		$	30,073		$	33,280
Costs and expenses:
Commissions, fees and other incentives		14,516			14,387
Operating, administrative and other		17,458			20,029
Depreciation and amortization		1,113			2,102
Operating loss		$	(3,014	)	$	(3,238	)
EBITDA, excluding merger-related and other nonrecurring charges		$	(1,901	)	$	(1,136	)
EBITDA, excluding merger-related and other nonrecurring charges, margin		-6.3		%	-3.4		%
Asia Pacific
Revenue		$	15,304		$	16,705
Costs and expenses:
Commissions, fees and other incentives		8,139			8,257
Operating, administrative and other		8,396			10,463
Depreciation and amortization		988			1,199
Operating loss		$	(2,219	)	$	(3,214	)
EBITDA, excluding merger-related and other nonrecurring charges		$	(1,231	)	$	(2,015	)
EBITDA, excluding merger-related and other nonrecurring charges, margin		-8.0		%	-12.1		%
Total operating income		$	2,914