UNITED STATES

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 September 30, 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)

 

Delaware

 

94-3391143

(State or other jurisdiction of incorporation or
organization)

 

(I.R.S. Employer Identification Number)

 

 

 

355 South Grand Avenue, Suite 3100
Los Angeles, California

 

90071-1552

(Address of principal executive offices)

 

(Zip Code)

 

 

 

(213) 613-3226

 

Not Applicable

(Registrant’s telephone number, including area code)

 

(Former name, former address and
former fiscal year if changed since last report)

 

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 October 31, 2002 was 1,759,361 and 12,649,813, respectively.

 

 



 

CBRE HOLDING, INC.

 

FORM 10-Q

 

September 30, 2002

 

TABLE OF CONTENTS

 

PART I - FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 

 

 

Consolidated Balance Sheets at September 30, 2002 (Unaudited) and December 31, 2001

 

 

 

Consolidated Statements of Operations for the three months ended September 30, 2002 and 2001, the nine months ended September 30, 2002, the period from February 20, 2001 (inception) through September 30, 2001, the period from July 1, 2001 to July 20, 2001 and the period from January 1, 2001 to July 20, 2001 (Unaudited)

 

 

 

Consolidated Statements of Cash Flows for the nine months ended September 30, 2002, the period from February 20, 2001 (inception) through September 30, 2001 and the period from January 1, 2001 to July 20, 2001 (Unaudited)

 

 

 

Notes to Consolidated Financial Statements (Unaudited)

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

 

Item 4.

Disclosure Controls and Procedures

 

PART II - OTHER INFORMATION

 

Item 1.

Legal Proceedings

 

 

Item 6.

Exhibits and Reports on Form 8-K

 

 

Signature

 

Certifications

 

2



 

CBRE HOLDING, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)

 

 

 

September 30,
2002
(Unaudited)

 

December 31,
2001

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

 

$

18,484

 

$

57,450

 

Receivables, less allowance for doubtful accounts of $13,553 and $11,748 at September 30, 2002 and December 31, 2001, respectively

 

137,616

 

156,434

 

Warehouse receivable

 

63,940

 

106,790

 

Prepaid expenses

 

12,311

 

8,325

 

Deferred taxes, net

 

32,341

 

32,155

 

Other current assets

 

8,977

 

8,493

 

Total current assets

 

273,669

 

369,647

 

Property and equipment, net

 

62,896

 

68,451

 

Goodwill

 

581,661

 

609,543

 

Other intangible assets, net of accumulated amortization of $6,294 and $3,153 at September 30, 2002 and December 31, 2001, respectively

 

91,874

 

38,117

 

Cash surrender value of insurance policies, deferred compensation plan

 

59,466

 

69,385

 

Investments in and advances to unconsolidated subsidiaries

 

43,973

 

42,535

 

Deferred taxes, net

 

31,947

 

54,002

 

Prepaid pension costs

 

13,908

 

13,588

 

Other assets

 

95,289

 

89,244

 

Total assets

 

$

1,254,683

 

$

1,354,512

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable and accrued expenses

 

$

77,867

 

$

82,982

 

Compensation and employee benefits payable

 

54,358

 

68,118

 

Accrued bonus and profit sharing

 

53,077

 

85,188

 

Income taxes payable

 

11,709

 

21,736

 

Short-term borrowings:

 

 

 

 

 

Warehouse line of credit

 

63,940

 

106,790

 

Revolver and swingline credit facility

 

7,000

 

 

Other

 

52,996

 

48,828

 

Total short-term borrowings

 

123,936

 

155,618

 

Current maturities of long-term debt

 

10,519

 

10,223

 

Total current liabilities

 

331,466

 

423,865

 

Long-term debt:

 

 

 

 

 

11¼% senior subordinated notes, net of unamortized discount of $3,111 and $3,263 at September 30, 2002 and December 31, 2001, respectively

 

225,889

 

225,737

 

Senior secured term loans

 

213,650

 

220,975

 

16% senior notes, net of unamortized discount of $5,170 and $5,344 at September 30, 2002 and December 31, 2001, respectively

 

61,137

 

59,656

 

Other long-term debt

 

12,484

 

15,695

 

Total long-term debt

 

513,160

 

522,063

 

Deferred compensation liability

 

96,453

 

105,104

 

Other liabilities

 

51,439

 

46,661

 

Total liabilities

 

992,518

 

1,097,693

 

Minority interest

 

4,602

 

4,296

 

Commitments and contingencies

 

 

 

 

 

Stockholders’ Equity:

 

 

 

 

 

Class A common stock; $0.01 par value; 75,000,000 shares authorized; 1,759,361 and 1,730,601 shares issued and outstanding (including treasury shares) at September 30, 2002 and December 31, 2001, respectively

 

17

 

17

 

Class B common stock; $0.01 par value; 25,000,000 shares authorized; 12,649,813 shares issued and outstanding (including treasury shares) at September 30, 2002 and December 31, 2001

 

127

 

127

 

Additional paid-in capital

 

240,646

 

240,541

 

Notes receivable from sale of stock

 

(4,874

)

(5,884

)

Accumulated earnings

 

21,056

 

17,426

 

Accumulated other comprehensive income

 

2,323

 

296

 

Treasury stock at cost, 110,174 shares at September 30, 2002

 

(1,732

)

 

Total stockholders’ equity

 

257,563

 

252,523

 

Total liabilities and stockholders’ equity

 

$

1,254,683

 

$

1,354,512

 

 

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

 

Company

 

Company

 

Company

 

Predecessor

 

Predecessor

 

 

 

CBRE
Holding,
Inc.

 

CBRE
Holding,
Inc.

 

CBRE
Holding,
Inc.

 

CBRE
Holding,
Inc.

 

CB Richard
Ellis Services,
Inc.

 

CB Richard
Ellis Services,
Inc.

 

 

 

Three
Months
Ended
September 30,
2002

 

Three
Months
Ended
September 30,
2001

 

Nine
Months
Ended
September 30,
2002

 

February 20,
2001
(inception)
through
September 30,
2001

 

 

 

 

 

 

 

 

Period from
July 1 to July
20, 2001

 

Period from
January 1 to
July 20, 2001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

284,928

 

$

225,566

 

$

793,811

 

$

225,566

 

$

50,587

 

$

607,934

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions, fees and other incentives

 

137,510

 

109,095

 

368,537

 

109,095

 

24,708

 

280,813

 

Operating, administrative and other

 

119,852

 

91,624

 

353,223

 

91,624

 

26,800

 

293,512

 

Depreciation and amortization

 

6,404

 

5,788

 

18,107

 

5,788

 

2,514

 

25,656

 

Merger-related and other nonrecurring charges

 

 

3,276

 

50

 

3,276

 

16,519

 

22,127

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

21,162

 

15,783

 

53,894

 

15,783

 

(19,954

)

(14,174

)

Interest income

 

1,275

 

1,173

 

2,673

 

1,753

 

75

 

1,567

 

Interest expense

 

15,420

 

13,407

 

46,341

 

15,182

 

1,890

 

20,303

 

Income (loss) before provision for income tax

 

7,017

 

3,549

 

10,226

 

2,354

 

(21,769

)

(32,910

)

Provision for income tax

 

5,136

 

1,571

 

6,596

 

1,106

 

7,884

 

1,110

 

Net income (loss)

 

$

1,881

 

$

1,978

 

$

3,630

 

$

1,248

 

$

(29,653

)

$

(34,020

)

Basic income (loss) per share

 

$

0.13

 

$

0.17

 

$

0.24

 

$

0.25

 

$

(1.40

)

$

(1.60

)

Weighted average shares outstanding for basic income (loss) per share

 

15,016,044

 

11,865,459

 

15,033,640

 

4,921,204

 

21,194,674

 

21,306,584

 

Diluted income (loss) per share

 

$

0.12

 

$

0.17

 

$

0.24

 

$

0.25

 

$

(1.40

)

$

(1.60

)

Weighted average shares outstanding for diluted income (loss) per share

 

15,225,788

 

11,885,092

 

15,216,740

 

4,929,304

 

21,194,674

 

21,306,584

 

 

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

 

Company

 

Predecessor

 

 

 

CBRE
Holding,
Inc.

 

CBRE
Holding,
Inc.

 

CB Richard
Ellis Services,
Inc.

 

 

 

Nine
Months
Ended
September 30,
2002

 

February 20,
2001
(inception)
through
September 30,
2001

 

Period from
January 1 to July
20, 2001

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

Net income (loss)

 

$

3,630

 

$

1,248

 

$

(34,020

)

Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:

 

 

 

 

 

 

 

Depreciation and amortization excluding deferred financing costs

 

18,107

 

5,788

 

25,656

 

Deferred compensation plan deferrals

 

9,224

 

6,125

 

16,447

 

Gain on sale of properties, businesses and servicing rights

 

(5,026

)

(384

)

(10,009

)

Equity interest in earnings of unconsolidated subsidiaries

 

(5,880

)

(912

)

(2,854

)

Decrease (increase) in receivables

 

20,020

 

(10,931

)

26,970

 

Decrease (increase) in cash surrender value of insurance policies, deferred compensation plan

 

9,919

 

8,351

 

(11,665

)

(Decrease) increase in compensation and employee benefits and accrued bonus and profit sharing

 

(40,481

)

25,203

 

(101,312

)

Increase (decrease) in accounts payable and accrued expenses

 

2,679

 

(1,106

)

(5,491

)

Decrease in income taxes payable

 

(10,250

)

(293

)

(16,357

)

Decrease in other liabilities

 

(19,409

)

(11,501

)

(9,973

)

Net change in other operating assets and liabilities

 

(1,503

)

3,500

 

3,710

 

Net cash (used in) provided by operating activities

 

(18,970

)

25,088

 

(118,898

)

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

Purchases of property and equipment

 

(8,281

)

(5,417

)

(16,146

)

Proceeds from sale of properties, businesses and servicing rights

 

5,158

 

5

 

9,544

 

Purchase of investments

 

(491

)

(1,033

)

(5,484

)

Acquisition of businesses including net assets acquired, intangibles and goodwill

 

(14,529

)

(203,582

)

(1,924

)

Other investing activities, net

 

1,681

 

(2,136

)

539

 

Net cash used in investing activities

 

(16,462

)

(212,163

)

(13,471

)

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

Proceeds from revolver and swingline credit facility

 

214,250

 

87,750

 

 

Repayment of revolver and swingline credit facility

 

(207,250

)

(65,250

)

 

(Repayment of) proceeds from senior notes and other loans, net

 

(1,376

)

(3,179

)

446

 

Proceeds from senior secured term loans

 

 

235,000

 

 

Repayment of senior secured term loans

 

(7,014

)

(2,337

)

 

Repayment of 8 7/8% senior subordinated notes

 

 

(175,000

)

 

Proceeds from 11 1/4% senior subordinated notes

 

 

225,629

 

 

Proceeds from 16% senior subordinated notes

 

 

65,000

 

 

Proceeds from revolving credit facility

 

 

 

195,000

 

Repayment of revolving credit facility

 

 

(235,000

)

(70,000

)

Payment of deferred financing fees

 

(443

)

(21,750

)

(8

)

Proceeds from issuance of common stock

 

180

 

92,402

 

 

Other financing activities, net

 

(412

)

(5,468

)

792

 

Net cash (used in) provided by financing activities

 

(2,065

)

197,797

 

126,230

 

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

 

(37,497

)

10,722

 

(6,139

)

CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD

 

57,450

 

13,662

 

20,854

 

Effect of exchange rate changes on cash

 

(1,469

)

(173

)

(1,053

)

CASH AND CASH EQUIVALENTS, AT END OF PERIOD

 

$

18,484

 

$

24,211

 

$

13,662

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

Interest (none capitalized)

 

$

33,961

 

$

3,871

 

$

18,457

 

Income taxes, net

 

$

16,481

 

$

636

 

$

19,083

 

 

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), which 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.  New Accounting Pronouncements

 

In June 2001, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 143, “Accounting for Asset Retirement Obligations.”  This statement applies to legal obligations associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and (or) the normal operation of a long-lived asset, except for certain obligations of lessees. The statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of its fair value can be made.  The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset.  This statement is effective for financial statements issued for fiscal years beginning after June 15, 2002, although earlier application is encouraged.  Adoption of this statement is not expected to have any material effect on the Company’s financial position or results of operations.

 

In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” This statement supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of.”  This statement establishes a single accounting model, based on the framework established in SFAS No. 121, for long-lived assets to be disposed of by sale.  This statement is effective for financial statements issued for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years.  The adoption of  SFAS No. 144 did not have a material impact on the Company’s financial position or results of operations.

 

In April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections. This statement rescinds the following pronouncements:

 

Statement No. 4, “Reporting Gains and Losses from Extinguishment of Debt;”

Statement No. 44, “Accounting for Intangible Assets of Motor Carriers;” and

Statement No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements.”

 

The statement amends Statement No. 13, “Accounting for Leases,” to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions.

 

The provisions of this statement related to the rescission of Statement No. 4 shall be applied in fiscal years beginning after May 15, 2002, with early application encouraged. The provisions of this statement related to Statement No. 13 shall be effective for transactions occurring after May 15, 2002. All other provisions of this statement shall be effective for financial statements issued on or after May 15, 2002.  Adoption of this statement is not expected to have any material effect on the Company’s financial position or results of operations.

 

In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.”

 

6



 

This statement requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan and nullifies Emerging Issues Task Force Issue No. 94.3,“Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity.”  This statement is to be applied prospectively to exit or disposal activities initiated after December 31, 2002.  The Company is currently evaluating the impact of the adoption of this statement on its financial position and results of operations.

 

3.  Basis of Preparation

 

The accompanying consolidated balance sheets as of September 30, 2002 and December 31, 2001, the consolidated statements of operations for the three months ended September 30, 2002 and 2001, and the consolidated statements of operations and cash flows for the nine months ended September 30, 2002 and for the period from February 20, 2001 (inception) through September 30, 2001, reflect the consolidated balance sheets, results of operations and cash flows of the Company.  They 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.  Additionally, 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 consolidated financial statements, including the consolidated statement of operations for the period from July 1, 2001 to July 20, 2001 and the consolidated statements of operations and cash flows for the period from January 1, 2001 to July 20, 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.

 

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 historical 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 per share amounts):

 

 

 

Three Months
Ended
September 30

 

Nine Months
Ended
September 30

 

 

 

2001

 

2001

 

 

 

 

 

 

 

Revenue

 

$

276,153

 

$

833,500

 

Operating income

 

$

11,796

 

$

27,750

 

Net loss

 

$

(14,412

)

$

(19,711

)

Basic loss per share

 

$

(0.96

)

$

(1.31

)

Diluted loss per share

 

$

(0.95

)

$

(1.30

)

 

The accompanying 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 accounting principles generally accepted in the United States (U.S.) 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 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 the current period presentation.  The results of operations for the nine months ended September 30, 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 should be read in conjunction with the Company’s 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.

 

7



 

4.  Goodwill and Other Intangible Assets

 

In June 2001, the FASB issued SFAS No. 141, “Business Combinations,” and SFAS No. 142, “Goodwill and Other Intangible Assets.” SFAS No. 141 replaces Accounting Principles Board Opinion No. 16, “Business Combinations” and requires the use of the purchase method of accounting for all business combinations initiated after June 30, 2001.  It also provides guidance on purchase accounting related to the recognition of intangible assets.  Under SFAS No. 142, goodwill and other intangible assets deemed to have indefinite useful lives are no longer amortized but are subject to impairment tests on an annual basis, at a minimum, or whenever events or circumstances occur indicating goodwill might be impaired.  SFAS No. 142 also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values and reviewed for impairment in accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets and for Long-Lived Assets.”

 

The Company adopted SFAS No. 141 for all business combinations completed after June 30, 2001 and fully adopted SFAS No. 142 effective January 1, 2002.  The Company has identified its reporting units and has determined the carrying value of each reporting unit by assigning assets and liabilities, including the existing goodwill and intangible assets, to those units.

 

In June 2002, the Company completed the first step of the transitional goodwill impairment test which entailed comparing the fair value of each reporting unit to its carrying value.  The Company determined that no impairment existed at the effective date of the implementation of the new standard.  The Company also completed its required annual goodwill impairment test as of October 1, 2002 and determined that no impairment existed as of that date.

 

Had the Company accounted for goodwill consistent with the provisions of SFAS No. 142 in prior periods, the Company’s net income (loss) would have been affected as follows (in thousands, except share data):

 

 

 

Company

 

Company

 

Company

 

Company

 

Predecessor

 

Predecessor

 

 

 

CBRE
Holding,
Inc.

 

CBRE
Holding,
Inc.

 

CBRE
Holding,
Inc.

 

CBRE
Holding,
Inc.

 

CB Richard
Ellis Services,
Inc.

 

CB Richard
Ellis Services,
Inc.

 

 

 

Three
Months
Ended
September 30,
2002

 

Three
Months
Ended
September 30,
2001

 

Nine
Months
Ended
September 30,
2002

 

February 20,
2001
(inception)
through
September 30,
2001

 

Period from
July 1 to July
20, 2001

 

Period from
January 1 to
July 20, 2001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported net income (loss)

 

$

1,881

 

$

1,978

 

$

3,630

 

$

1,248

 

$

(29,653

)

$

(34,020

)

Add back amortization of goodwill, net of taxes

 

 

 

 

 

662

 

7,632

 

Adjusted net income (loss)

 

$

1,881

 

$

1,978

 

$

3,630

 

$

1,248

 

$

(28,991

)

$

(26,388

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported net income (loss) per share

 

$

0.13

 

$

0.17

 

$

0.24

 

$

0.25

 

$

(1.40

)

$

(1.60

)

Add back goodwill amortization per share

 

 

 

 

 

0.03

 

0.36

 

Adjusted basic income (loss) per share

 

$

0.13

 

$

0.17

 

$

0.24

 

$

0.25

 

$

(1.37

)

$

(1.24

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Reported net income (loss) per share

 

$

0.12

 

$

0.17

 

$

0.24

 

$

0.25

 

$

(1.40

)

$

(1.60

)

Add back goodwill amortization per share

 

 

 

 

 

0.03

 

0.36

 

Adjusted diluted income (loss) per share

 

$

0.12

 

$

0.17

 

$

0.24

 

$

0.25

 

$

(1.37

)

$

(1.24

)

 

8



 

The Company has finalized the fair value of all assets and liabilities as of the merger date.  The resulting changes in the carrying amount of goodwill for the nine months ended September 30, 2002, are as follows (dollars in thousands):

 

 

 

 

Americas

 

EMEA

 

Asia Pacific

 

Total

 

 

 

 

 

 

 

 

 

 

 

Balance at January 1, 2002

 

$

510,188

 

$

96,637

 

$

2,718

 

$

609,543

 

Reclassed (to) from intangible assets

 

(57,841

)

3,617

 

 

(54,224

)

Purchase accounting adjustments related to prior acquisitions

 

21,084

 

5,458

 

(200

)

26,342

 

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2002

 

$

473,431

 

$

105,712

 

$

2,518

 

$

581,661

 

 

Intangible assets totaled $91.9 million, net of accumulated amortization of $6.3 million, as of September 30, 2002 and are comprised of the following (dollars in thousands):

 

 

 

 

As of September 30, 2002

 

 

 

Gross Carrying
Amount

 

Accumulated
Amortization

 

 

 

 

 

 

 

Amortizable intangible assets

 

 

 

 

 

Management contracts

 

$

18,638

 

$

4,558

 

Loan servicing rights

 

15,830

 

1,736

 

Total

 

$

34,468

 

$

6,294

 

 

 

 

 

 

 

 

 

Unamortizable intangible assets

 

 

 

 

 

 

Trademark

 

$

63,700

 

 

 

 

In accordance with SFAS No. 141, the trademark was separately identified as a result of the merger and has an indefinite life.  The management contracts and loan servicing rights are amortized over useful lives ranging up to ten years.  Amortization expense related to these intangible assets was $1.5 million and $2.6 million for the three and nine months ended September 30, 2002, respectively.  The estimated amortization expense for the year ending December 31, 2002 and for the subsequent four years ending December 31, 2006 approximates $5.0 million, $5.0 million, $4.1 million, $3.4 million and $3.1 million, respectively.

 

5.  Investments in and Advances to Unconsolidated Subsidiaries

 

Condensed financial information for the unconsolidated subsidiaries accounted for using the equity method are as follows (in thousands):

 

Condensed Statements of Operations Information:

 

 

 

Three Months Ended September 30

 

Nine Months Ended September 30

 

 

 

2002

 

2001

 

2002

 

2001

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

83,435

 

$

68,614

 

$

252,341

 

$

204,469

 

Operating income

 

$

17,786

 

$

10,733

 

$

58,335

 

$

32,054

 

Net income

 

$

24,579

 

$

7,140

 

$

34,035

 

$

13,284

 

 

Condensed Balance Sheets Information:

 

 

 

September 30, 2002

 

September 30, 2001

 

 

 

 

 

 

 

Current assets

 

$

113,750

 

$

115,380

 

Noncurrent assets

 

$

1,156,983

 

$

796,134

 

Current liabilities

 

$

75,960

 

$

90,030

 

Noncurrent liabilities

 

$

475,691

 

$

314,884

 

Minority interest

 

$

4,153

 

$

500

 

 

9



 

The Company’s investment management business involves investing the Company’s own capital in certain real estate investments together with clients, including its equity investments in CB Richard Ellis Strategic Partners, L.P., Global Innovation Partners, L.L.C., 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.

 

6.  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 are jointly and severally guaranteed by the Company and its domestic subsidiaries and are secured by substantially all their assets.  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 consolidated balance sheets, net of unamortized discount, was $225.9 million at September 30, 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 2.50% to 3.25% or the alternate base rate plus 1.50% to 2.25% as determined by reference to the Company’s ratio of total debt less available cash to EBITDA, as defined in the debt agreement, 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.

 

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 September 30, 2002 had an outstanding line of credit of $7.0 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 $230.3 million at September 30, 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 elected to pay in kind interest in excess of 12.0%, or 4.0% that was payable on April 20, 2002 and July 20, 2002.  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 at 101.0% of par. The total amount included in the accompanying consolidated balance sheets was $61.1 million, net of unamortized discount, at September 30, 2002.

 

10



 

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 cash flow 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 Notes, the 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 Credit Facility requires the Company to pay a facility fee based on the total amount of the unused commitment.

 

The Company has short-term borrowings of $123.9 million and $155.6 million with related weighted average interest rates of 4.3% and 4.5% as of September 30, 2002 and December 31, 2001, respectively.

 

A subsidiary of the Company has a credit agreement with Residential Funding Corporation (RFC).  The initial credit agreement provided for a revolving line of credit of up to $150.0 million, bore interest at 1.0% over the RFC base rate, and expired on August 31, 2002.  On April 20, 2002, the Company obtained a temporary line of credit increase of $210.0 million that resulted in a total line of credit equaling $360.0 million, which expired on July 31, 2002.  On August 1, 2002, the Company obtained another temporary line of credit increase of $20.0 million that resulted in a total line of credit equaling $170.0 million, which expired on August 31, 2002.  On August 21, 2002, the expiration date on the initial credit agreement was extended to October 31, 2002.  During the quarter ended September 30, 2002, the Company had a maximum of $186.8 million revolving line of credit principal outstanding.  At September 30, 2002, the accompanying consolidated balance sheets include a $63.9 million warehouse line of credit outstanding, included in short-term borrowings, and also contain a $63.9 million warehouse receivable.

 

On October 24, 2002, the maturity date on the credit agreement with RFC was further extended to November 30,  2002.  Effective November 1, 2002, the Company executed an amendment to the revolving line of credit that increased the line of credit from $150.0 million to $200.0 million and redefined the RFC base rate to the greater of LIBOR or 2.0% per annum.

 

During 2001, the Company incurred certain non recourse debt through a joint venture in order to purchase property that is being marketed for sale.  In September 2002, the maturity date on this non-recourse debt was extended to June 18, 2003.

 

7.  Commitments and Contingencies

 

The Company is a party to a number of pending or threatened lawsuits arising out of, or incident to, its ordinary course of business. 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 September 30, 2002, the Company had committed an additional $28.0 million to fund future co-investments.

 

8.  Comprehensive Income (Loss)

 

Comprehensive income (loss) consists of net income (loss) and other comprehensive income (loss).  Accumulated other comprehensive income (loss) consists of foreign currency translation adjustments. Foreign currency translation adjustments exclude income tax expense (benefit) given that the earnings of non-US subsidiaries are deemed to be reinvested for an indefinite period of time.

 

11



 

The following table provides a summary of the comprehensive income (loss) (dollars in thousands):

 

 

 

Company

 

Company

 

Company

 

Company

 

Predecessor

 

Predecessor

 

 

 

CBRE
Holding,
Inc.

 

CBRE
Holding,
Inc.

 

CBRE
Holding,
Inc.

 

CBRE
Holding,
Inc.

 

CB Richard
Ellis Services,
Inc.

 

CB Richard
Ellis Services,
Inc.

 

 

 

Three
Months
Ended
September 30,
2002

 

Three
Months
Ended
September 30,
2001

 

Nine
Months
Ended
September 30,
2002

 

February 20,
2001
(inception)
through
September 30,
2001

 

Period from
July 1 to July
20, 2001

 

Period from
January 1 to
July 20, 2001

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

1,881

 

$

1,978

 

$

3,630

 

$

1,248

 

$

(29,653

)

$

(34,020

)

Foreign currency translation (loss) gain

 

(8,285

)

1,546

 

2,027

 

1,546

 

(36

)

(7,106

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive (loss) income

 

$

(6,404

)

$

3,524

 

$

5,657

 

$

2,794

 

$

(29,689

)

$

(41,126

)

 

9.  Per Share Information

 

Basic income (loss) per share for the Company was computed by dividing the net income (loss) by the weighted average number of common shares outstanding of 15,016,044 and 11,865,459 for the three months ended September 30, 2002 and 2001, respectively, and 15,033,640 and 4,921,204 for the nine months ended September 30, 2002 and for the period from February 20, 2001 (inception) through September 30, 2001, respectively. Diluted income per share included the dilutive effect of contingently issuable shares of 209,744 and 19,633 for the three months ended September 30, 2002 and 2001, respectively and 183,100 and 8,100 for the nine months ended September 30, 2002 and 2001, respectively.

 

Basic loss per share for CBRE was computed by dividing the net loss by the weighted average number of common shares outstanding of 21,194,674 and 21,306,584 for the period from July 1 to July 20, 2001 and for the period from January 1 to July 20, 2001, respectively.  As a result of operating losses incurred for the period from July 1 to July 20, 2001 and for the period from January 1 to July 20, 2001, diluted weighted average shares outstanding did not give effect to common stock equivalents, as to do so would have been 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.

 

10.  Fiduciary Funds

 

The consolidated balance sheets do not include the net assets of escrow, agency and fiduciary funds, which amounted to $469.6 million and $373.2 million at September 30, 2002 and December 31, 2001, respectively.

 

11.  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 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 September 30, 2002 and December 31, 2001; condensed consolidating statements of operations for the three months ended September 30, 2002 and 2001, the nine months ended September 30, 2002, the period from February 20, 2001 (inception) through September 30, 2001, the period

 

12



 

from July 1, 2001 to July 20, 2001 and the period from January 1, 2001 to July 20, 2001 and condensed consolidating statements of cash flows for the nine months ended September 30, 2002,  the period from February 20, 2001 (inception) through September 30, 2001 and the period from January 1, 2001 to July 20, 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.

 

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.

 

13



 

 

CBRE HOLDING, INC.

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF SEPTEMBER 30, 2002

(Unaudited)

(Dollars in thousands)

(Company)

 

 

 

Parent

 

CBRE

 

Guarantor
Subsidiaries

 

Nonguarantor
Subsidiaries

 

Elimination

 

Consolidated
Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

21

 

$

155

 

$

12,423

 

$

5,885

 

$

 

$

18,484

 

Receivables, less allowance for doubtful accounts

 

24

 

34

 

62,114

 

75,444

 

 

137,616

 

Warehouse receivable

 

 

 

63,940

 

 

 

63,940

 

Prepaid and other current assets

 

32,341

 

20,027

 

8,493

 

10,718

 

(17,950

)

53,629

 

Total current assets

 

32,386

 

20,216

 

146,970

 

92,047

 

(17,950

)

273,669

 

Property and equipment, net

 

 

 

48,436

 

14,460

 

 

62,896

 

Goodwill

 

 

 

452,438

 

129,223

 

 

581,661

 

Other intangible assets, net

 

 

 

89,464

 

2,410

 

 

91,874

 

Cash surrender value of insurance policies, deferred compensation plan

 

 

59,466

 

 

 

 

59,466

 

Investment in and advances to unconsolidated subsidiaries

 

 

4,654

 

34,643

 

4,676

 

 

43,973

 

Investment in consolidated subsidiaries

 

297,882

 

301,481

 

76,486

 

 

(675,849

)

 

Inter-company loan receivable

 

 

457,265

 

 

 

(457,265

)

 

Deferred taxes, net

 

31,947

 

 

 

 

 

31,947

 

Prepaid pension costs

 

 

 

 

13,908

 

 

13,908

 

Other assets

 

5,038

 

18,640

 

22,529

 

49,082

 

 

95,289

 

Total assets

 

$

367,253

 

$

861,722

 

$

870,966

 

$

305,806

 

$

(1,151,064

)

$

1,254,683

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

2,064

 

$

11,185

 

$

33,244

 

$

31,374

 

$

 

$

77,867

 

Inter-company payable

 

17,950

 

 

 

 

(17,950

)

 

Compensation and employee benefits payable

 

 

 

35,588

 

18,770

 

 

54,358

 

Accrued bonus and profit sharing

 

 

 

31,379

 

21,698

 

 

53,077

 

Income taxes payable

 

11,709

 

 

 

 

 

11,709

 

Short-term borrowings:

 

 

 

 

 

 

 

 

 

 

 

 

 

Warehouse line of credit

 

 

 

63,940

 

 

 

63,940

 

Revolving credit and swingline facility

 

 

7,000

 

 

 

 

7,000

 

Other

 

 

 

16

 

52,980

 

 

52,996

 

Total short-term borrowings

 

 

7,000

 

63,956

 

52,980

 

 

123,936

 

Current maturities of long-term debt

 

 

9,663

 

 

856

 

 

10,519

 

Total current liabilities

 

31,723

 

27,848

 

164,167

 

125,678

 

(17,950

)

331,466

 

Long-term debt:

 

 

 

 

 

 

 

 

 

 

 

 

 

11¼% senior subordinated notes, net of unamortized discount

 

 

225,889

 

 

 

 

225,889

 

Senior secured term loans

 

 

213,650

 

 

 

 

213,650

 

16% senior notes, net of unamortized discount

 

61,137

 

 

 

 

 

61,137

 

Other long-term debt

 

 

 

12,229

 

255

 

 

12,484

 

Inter-company loan payable

 

 

 

377,765

 

79,500

 

(457,265

)

 

Total long-term debt

 

61,137

 

439,539

 

389,994

 

79,755

 

(457,265

)

513,160

 

Deferred compensation liability

 

 

96,453

 

 

 

 

96,453

 

Other liabilities

 

16,830

 

 

15,324

 

19,285

 

 

51,439

 

Total liabilities

 

109,690

 

563,840

 

569,485

 

224,718

 

(475,215

)

992,518

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minority interest

 

 

 

 

4,602

 

 

4,602

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity:

 

257,563

 

297,882

 

301,481

 

76,486

 

(675,849

)

257,563

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

367,253

 

$

861,722

 

$

870,966

 

$

305,806

 

$

(1,151,064

)

$

1,254,683

 

 

14



 

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

 

32,155

 

12,465

 

6,321

 

8,353

 

(10,321

)

48,973

 

Total current assets

 

32,205

 

13,467

 

225,658

 

108,638

 

(10,321

)

369,647

 

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

 

271,615

 

65,690

 

168,974

 

 

(506,279

)

 

Inter-company loan receivable

 

 

465,173

 

 

 

(465,173

)

 

Deferred taxes, net

 

54,002

 

 

 

 

 

54,002

 

Prepaid pension costs

 

 

 

 

13,588

 

 

13,588

 

Other assets

 

5,266

 

21,600

 

14,739

 

47,639

 

 

89,244

 

Total assets

 

$

363,088

 

$

837,195

 

$

734,632

 

$

401,370

 

$

(981,773

)

$

1,354,512

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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:

 

252,523

 

271,615

 

65,690

 

168,974

 

(506,279

)

252,523

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

363,088

 

$

837,195

 

$

734,632

 

$

401,370

 

$

(981,773

)

$

1,354,512

 

 

15



 

CBRE HOLDING, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002

(Unaudited)

(Dollars in thousands)

(Company)

 

 

 

Parent

 

CBRE

 

Guarantor
Subsidiaries

 

Nonguarantor
Subsidiaries

 

Elimination

 

Consolidated
Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 

$

 

$

211,791

 

$

73,137

 

$

 

$

284,928

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions, fees and other incentives

 

 

 

103,245

 

34,265

 

 

137,510

 

Operating, administrative and other

 

60

 

86

 

82,894

 

36,812

 

 

119,852

 

Depreciation and amortization

 

 

 

4,065

 

2,339

 

 

6,404

 

Merger-related and other nonrecurring charges

 

 

 

 

 

 

 

Operating (loss) income

 

(60

)

(86

)

21,587

 

(279

)

 

21,162

 

Interest income

 

38

 

10,154

 

643

 

566

 

(10,126

)

1,275

 

Interest expense

 

2,850

 

10,944

 

9,270

 

2,482

 

(10,126

)

15,420

 

Equity income (loss) of consolidated subsidiaries

 

3,458

 

3,997

 

(1,147

)

 

(6,308

)

 

Income (loss) before (benefit) provision for income tax

 

586

 

3,121

 

11,813

 

(2,195

)

(6,308

)

7,017

 

(Benefit) provision for income tax

 

(1,295

)

(337

)

7,816

 

(1,048

)

 

5,136

 

Net income (loss)

 

$

1,881

 

$

3,458

 

$

3,997

 

$

(1,147

)

$

(6,308

)

$

1,881

 

 

CBRE HOLDING, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001

(Unaudited)

(Dollars in thousands)

(Company)

 

 

 

Parent

 

CBRE

 

Guarantor
Subsidiaries

 

Nonguarantor
Subsidiaries

 

Elimination

 

Consolidated
Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 

$

 

$

169,927

 

$

55,639

 

$

 

$

225,566

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions, fees and other incentives

 

 

 

84,428

 

24,667

 

 

109,095

 

Operating, administrative and other

 

402

 

167

 

62,842

 

28,213

 

 

91,624

 

Depreciation and amortization

 

 

 

3,951

 

1,837

 

 

5,788

 

Merger-related and other nonrecurring charges

 

 

 

2,864

 

412

 

 

3,276

 

Operating (loss) income

 

(402

)

(167

)

15,842

 

510

 

 

15,783

 

Interest income

 

543

 

8,689

 

286

 

124

 

(8,469

)

1,173

 

Interest expense

 

3,561

 

9,377

 

7,537

 

1,401

 

(8,469

)

13,407

 

Equity income (loss) of consolidated subsidiaries

 

3,763

 

4,235

 

(494

)

 

(7,504

)

 

Income (loss) before (benefit) provision for income tax

 

343

 

3,380

 

8,097

 

(767

)

(7,504

)

3,549

 

(Benefit) provision for income tax

 

(1,635

)

(383

)

3,862

 

(273

)

 

1,571

 

Net income (loss)

 

$

1,978

 

$

3,763

 

$

4,235

 

$

(494

)

$

(7,504

)

$

1,978

 

 

16



 

CBRE HOLDING, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002

(Unaudited)

(Dollars in thousands)

(Company)

 

 

 

 

Parent

 

CBRE

 

Guarantor
Subsidiaries

 

Nonguarantor
Subsidiaries

 

Elimination

 

Consolidated
Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 

$

 

$

585,402

 

$

208,409

 

$

 

$

793,811

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions, fees and other incentives

 

 

 

272,678

 

95,859

 

 

368,537

 

Operating, administrative and other

 

300

 

3,328

 

248,460

 

101,135

 

 

353,223

 

Depreciation and amortization

 

 

 

11,712

 

6,395

 

 

18,107

 

Merger-related and other nonrecurring charges

 

 

50

 

 

 

 

50

 

Operating (loss) income

 

(300

)

(3,378

)

52,552

 

5,020

 

 

53,894

 

Interest income

 

123

 

33,219

 

1,643

 

820

 

(33,132

)

2,673

 

Interest expense

 

8,465

 

32,354

 

30,904

 

7,750

 

(33,132

)

46,341

 

Equity income (loss) of consolidated subsidiaries

 

8,301

 

9,866

 

(984

)

 

(17,183

)

 

(Loss) income before (benefit) provision for income tax

 

(341

)

7,353

 

22,307

 

(1,910

)

(17,183

)

10,226

 

(Benefit) provision for income tax

 

(3,971

)

(948

)

12,441

 

(926

)

 

6,596

 

Net income (loss)

 

$

3,630

 

$

8,301

 

$

9,866

 

$

(984

)

$

(17,183

$

3,630

 

 

CBRE HOLDING, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE PERIOD FROM FEBRUARY 20, 2001 (INCEPTION) THROUGH SEPTEMBER 30, 2001

(Unaudited)

(Dollars in thousands)

(Company)

 

 

 

Parent

 

CBRE

 

Guarantor
Subsidiaries

 

Nonguarantor
Subsidiaries

 

Elimination

 

Consolidated
Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 

$

 

$

169,927

 

$

55,639

 

$

 

$

225,566

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commissions, fees and other incentives

 

 

 

84,428

 

24,667

 

 

109,095

 

Operating, administrative and other

 

402

 

167

 

62,842

 

28,213

 

 

91,624

 

Depreciation and amortization

 

 

 

3,951

 

1,837

 

 

5,788

 

Merger-related and other nonrecurring charges

 

 

 

2,864

 

412

 

 

3,276

 

Operating (loss) income

 

(402

)

(167

)

15,842

 

510

 

 

15,783

 

Interest income

 

1,123

 

8,689

 

286

 

124

 

(8,469

)

1,753

 

Interest expense

 

5,336

 

9,377

 

7,537

 

1,401

 

(8,469

)

15,182

 

Equity income (loss) of consolidated subsidiaries

 

3,763

 

4,235

 

(494

)

 

(7,504

)

 

(Loss) income before (benefit) provision for income tax

 

(852

)

3,380

 

8,097

 

(767

)

(7,504

)

2,354

 

(Benefit) provision for income tax

 

(2,100

)

(383

)

3,862

 

(273

)

 

1,106

 

Net income (loss)

 

$

1,248

 

$

3,763

 

$

4,235

 

$

(494

)

$

(7,504

$

1,248

 

 

17



 

CBRE HOLDING, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THE PERIOD FROM JULY 1 TO JULY 20, 2001

(Unaudited)

(Dollars in thousands)

(Predecessor)

 

 

 

CBRE

 

Guarantor
Subsidiaries

 

Nonguarantor
Subsidiaries

 

Elimination

 

Consolidated
Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 

$

37,394

 

$

13,193

 

$

 

$

50,587

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Commissions, fees and other incentives

 

 

18,063

 

6,645

 

 

24,708

 

Operating, administrative and other

 

526

 

20,103

 

6,171

 

 

26,800

 

Depreciation and amortization

 

 

1,652

 

862

 

 

2,514

 

Merger-related and other nonrecurring charges

 

16,519

 

 

 

 

16,519

 

Operating loss

 

(17,045

)

(2,424

)

(485

)

 

(19,954

)

Interest income

 

1,861

 

20

 

55

 

(1,861

)

75

 

Interest expense

 

1,662

 

1,665

 

424

 

(1,861

)

1,890

 

Equity losses of consolidated subsidiaries

 

(11,287

)

(9,413

)

 

20,700

 

 

Loss before provision (benefit) for income tax

 

(28,133

)

(13,482

)

(854

)

20,700

 

(21,769

)

Provision (benefit) for income tax

 

1,520

 

(2,195

)

8,559

 

 

7,884

 

Net loss

 

$

(29,653

)

$

(11,287

)

$

(9,413

)

$

20,700

 

$

(29,653

)

 

CBRE HOLDING, INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE PERIOD FROM JANUARY 1 TO JULY 20, 2001

(Unaudited)

(Dollars in thousands)

(Predecessor)

 

 

 

CBRE

 

Guarantor
Subsidiaries

 

Nonguarantor
Subsidiaries

 

Elimination

 

Consolidated
Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

 

$

465,280

 

$

142,654

 

$

 

$

607,934

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

 

 

Commissions, fees and other incentives

 

 

217,799

 

63,014

 

 

280,813

 

Operating, administrative and other

 

663

 

213,922

 

78,927

 

 

293,512

 

Depreciation and amortization

 

 

17,021

 

8,635

 

 

25,656

 

Merger-related and other nonrecurring charges

 

19,260

 

2,867

 

 

 

22,127

 

Operating (loss) income

 

(19,923

)

13,671

 

(7,922

)

 

(14,174

)

Interest income

 

16,757

 

952

 

615

 

(16,757

)

1,567

 

Interest expense

 

18,014

 

14,952

 

4,094

 

(16,757

)

20,303

 

Equity losses of consolidated subsidiaries

 

(12,810

)

(12,480

)

 

25,290

 

 

Loss before provision for income tax

 

(33,990

)

(12,809

)

(11,401

)

25,290

 

(32,910

)

Provision for income tax

 

30

 

1

 

1,079

 

 

1,110

 

Net loss

 

$

(34,020

)

$

(12,810

)

$

(12,480

)

$

25,290

 

$

(34,020

)

 

18



 

CBRE HOLDING, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002

(Unaudited)

(Dollars in thousands)

(Company)

 

 

 

Parent

 

CBRE

 

Guarantor
Subsidiaries

 

Nonguarantor
Subsidiaries

 

Consolidated
Total

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:

 

$

557

 

$

2,910

 

$

(16,510

)

$

(5,927

)

$

(18,970

)

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

 

(6,354

)

(1,927

)

(8,281

)

Proceeds from sale of properties, businesses and servicing rights

 

 

 

1,701

 

3,457

 

5,158

 

Acquisition of businesses including net assets acquired, intangibles and goodwill

 

 

(11,760

)

419

 

(3,188

)

(14,529

)

Other investing activities, net

 

 

44

 

2,272

 

(1,126

)

1,190

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

(11,716

)

(1,962

)

(2,784

)

(16,462

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

Proceeds from revolver and swingline credit facility

 

 

214,250

 

 

 

214,250

 

Repayment of revolver and swingline credit facility

 

 

(207,250

)

 

 

(207,250

)

(Repayment of) proceeds from senior notes and other loans, net

 

 

(189

)

(3,016

)

1,829

 

(1,376

)

Repayment of senior secured term loans

 

 

(7,014

)

 

 

(7,014

)

Decrease (increase) in intercompany receivables, net

 

 

8,405

 

(8,199

)

(206

)

 

Other financing activities, net

 

(539

)

(172

)

(94

)

130

 

(675

)

 

 

 

 

 

 

 

 

 

 

 

 

Net cash (used in) provided by financing activities

 

(539

)

8,030

 

(11,309

)

1,753

 

(2,065

)

 

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

18

 

(776

)

(29,781

)

(6,958

)

(37,497

)

CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD

 

3

 

931

 

42,204

 

14,312

 

57,450

 

Effect of exchange rate changes on cash

 

 

 

 

(1,469

)

(1,469

)

CASH AND CASH EQUIVALENTS, AT END OF PERIOD

 

$

21

 

$

155

 

$

12,423

 

$

5,885

 

$

18,484

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DATA:

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

 

 

 

Interest (none capitalized)

 

$

6,520

 

$

22,691

 

$

1,356

 

$

3,394

 

$

33,961

 

Income taxes, net

 

$

16,481

 

$

 

$

 

$

 

$

16,481

 

 

19



 

CBRE HOLDING, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM FEBRUARY 20 (INCEPTION) THROUGH SEPTEMBER 30, 2001

(Unaudited)

(Dollars in thousands)

(Company)

 

 

 

Parent

 

CBRE

 

Guarantor
Subsidiaries

 

Nonguarantor
Subsidiaries

 

Elimination

 

Consolidated
Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:

 

$

4,305

 

$

(3,015

)

$

17,166

 

$

6,632

 

$

 

$

25,088

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

 

(4,447

)

(970

)

 

(5,417

)

Proceeds from sale of properties, businesses and servicing rights

 

 

 

 

5

 

 

5

 

Purchases of investments

 

 

 

(250

)

(783

)

 

(1,033

)

Contribution to CBRE

 

(155,127

)

 

 

 

155,127

 

 

Acquisition of businesses including net assets acquired, intangibles and goodwill

 

 

(201,866

)

(1,577

)

(139

)

 

(203,582

)

Other investing activities, net

 

 

(1

)

(3,052

)

917

 

 

(2,136

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

(155,127

)

(201,867

)

(9,326

)

(970

)

155,127

 

(212,163

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

 

 

Repayment of revolving credit facility

 

 

(235,000

)

 

 

 

(235,000

)

Proceeds from revolver and swingline credit facility

 

 

87,750

 

 

 

 

87,750

 

Repayment of revolver and swingline credit facility

 

 

(65,250

)

 

 

 

(65,250

)

Proceeds from senior secured term loans

 

 

235,000

 

 

 

 

235,000

 

Repayment of senior secured term loans

 

 

(2,337

)

 

 

 

(2,337

)

Repayment of 8 7/8% senior subordinated notes

 

 

(175,000

)

 

 

 

(175,000

)

Proceeds from 11 1/4% senior subordinated notes

 

 

225,629

 

 

 

 

225,629

 

Proceeds from 16% senior subordinated notes

 

65,000

 

 

 

 

 

65,000

 

Repayment of senior notes and other loans, net

 

 

 

(432

)

(2,747

)

 

(3,179

)

Payment of deferred financing fees

 

(2,582

)

(19,168

)

 

 

 

(21,750

)

Proceeds from issuance of stock

 

92,402

 

155,127

 

 

 

(155,127

)

92,402

 

Decrease (increase) in intercompany receivables, net

 

 

2,766

 

(1,900

)

(866

)

 

 

Other financing activities, net

 

 

(5,435

)

(41

)

8

 

 

(5,468

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

154,820

 

204,082

 

(2,373

)

(3,605

)

(155,127

)

197,797

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

3,998

 

(800

)

5,467

 

2,057

 

 

10,722

 

CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD

 

 

959

 

45

 

12,658

 

 

13,662

 

Effect of exchange rate changes on cash

 

 

 

 

(173

)

 

(173

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CASH AND CASH EQUIVALENTS, AT END OF PERIOD

 

$

3,998

 

$

159

 

$

5,512

 

$

14,542

 

$

 

$

24,211

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DATA:

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest (none capitalized)

 

$

 

$

3,444

 

$

393

 

$

34

 

$

 

$

3,871

 

Income taxes, net

 

$

 

$

287

 

$

 

$

349

 

$

 

$

636

 

 

20



 

CBRE HOLDING, INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE PERIOD FROM JANUARY 1 TO JULY 20, 2001

(Unaudited)

(Dollars in thousands)

(Predecessor)

 

 

 

CBRE

 

Guarantor
Subsidiaries

 

Nonguarantor
Subsidiaries

 

Consolidated
Total

 

 

 

 

 

 

 

 

 

 

 

CASH FLOWS USED IN OPERATING ACTIVITIES:

 

$

(37,633

)

$

(52,031

)

$

(29,234

)

$

(118,898

)

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(12,641

)

(3,505

)

(16,146

)

Proceeds from sale of properties, businesses and servicing rights

 

 

9,105

 

439

 

9,544

 

Purchases of investments

 

 

(2,500

)

(2,984

)

(5,484

)

Acquisition of businesses including net assets acquired, intangibles and goodwill

 

 

(31

)

(1,893

)

(1,924

)

Other investing activities, net

 

251

 

(524

)

812

 

539

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by (used in) investing activities

 

251

 

(6,591

)

(7,131

)

(13,471

)

 

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

 

Proceeds from revolving credit facility

 

195,000

 

 

 

195,000

 

Repayment of revolving credit facility

 

(70,000

)

 

 

(70,000

)

(Repayment of) proceeds from senior notes and other loans, net

 

(2,490

)

(1,656

)

4,592

 

446

 

Payment of deferred financing fees

 

(8

)

 

 

(8

)

(Increase) decrease in intercompany receivables, net

 

(85,712

)

52,846

 

32,866

 

 

Other financing activities, net

 

1,489

 

(81

)

(616

)

792

 

 

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

38,279

 

51,109

 

36,842

 

126,230

 

 

 

 

 

 

 

 

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

 

897

 

(7,513

)

477

 

(6,139

)

CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD

 

62

 

7,558

 

13,234

 

20,854

 

Effect of exchange rate changes on cash

 

 

 

(1,053

)

(1,053

)

CASH AND CASH EQUIVALENTS, AT END OF PERIOD

 

$

959

 

$

45

 

$

12,658

 

$

13,662

 

 

 

 

 

 

 

 

 

 

 

SUPPLEMENTAL DATA:

 

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

 

Interest (none capitalized)

 

$

17,194

 

$

1,165

 

$

98

 

$

18,457

 

Income taxes, net

 

$

14,475

 

$

 

$

4,608

 

$

19,083

 

 

21



 

12.  Industry Segments

 

In the third quarter of 2001, 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 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 U.S., Canada, Mexico, and operations located in Central and South America.  EMEA mainly consists of Europe, while Asia Pacific includes 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 merger-related and other nonrecurring charges of $24.5 million, as well as a nonrecurring pre-tax gain of $5.6 million from the sale of mortgage fund contracts in the first quarter of 2001. The following table summarizes the revenue and operating income (loss) by operating segment (dollars in thousands):

 

 

 

Company

 

Company

 

Company

 

Company

 

Predecessor

 

Predecessor

 

 

 

CBRE
Holding,
Inc.

 

CBRE
Holding,
Inc.

 

CBRE
Holding,
Inc.

 

CBRE
Holding,
Inc.

 

CB Richard
Ellis Services,
Inc.

 

CB Richard
Ellis Services,
Inc.

 

 

 

Three
Months
Ended
September 30,
2002

 

Three
Months
Ended
September 30,
2001

 

Nine
Months
Ended
September 30,
2002

 

February 20,
2001
(inception)
through
September 30,
2001

 

Period from
July 1 to July
20, 2001

 

Period from
January 1 to
July 20, 2001

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

$

224,188

 

$

178,726

 

$

618,709

 

$

178,726

 

$

40,023

 

$

488,450

 

EMEA

 

38,261

 

31,596

 

111,632

 

31,596

 

7,486

 

78,294

 

Asia Pacific

 

22,479

 

15,244

 

63,470

 

15,244

 

3,078

 

41,190

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

284,928

 

$

225,566

 

$

793,811

 

$

225,566

 

$

50,587

 

$

607,934

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

$

21,538

 

$

14,491

 

$

48,713

 

$

14,491

 

$

(18,961

)

$

(8,336

)

EMEA

 

(174

)

1,981

 

1,762

 

1,981

 

(176

)

(2,169

)

Asia Pacific

 

(202

)

(689

)

3,419

 

(689

)

(817

)

(3,669

)

 

 

21,162

 

15,783

 

53,894

 

15,783

 

(19,954

)

(14,174

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

1,275

 

1,173

 

2,673

 

1,753

 

75

 

1,567

 

Interest expense

 

15,420

 

13,407

 

46,341

 

15,182

 

1,890

 

20,303

 

Income (loss) before provision for income tax

 

$

7,017

 

$

3,549

 

$

10,226

 

$

2,354

 

$

(21,769

)

$

(32,910

)

 

22



 

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 of the Company for the quarter ended September 30, 2001 have been derived by combining the results of operations of the Company for the quarter ended September 30, 2001 with the results of CBRE, prior to the merger, for the period from July 1, 2001 to July 20, 2001.  The results of operations for the nine months ended September 30, 2001 reflect the combination of the results of operations of the Company for the period February 20, 2001 (inception) to September 30, 2001 with the results of operations for CBRE, prior to the merger, for the period from January 1, 2001 to July 20, 2001.  The results of operations and cash flows of CBRE prior to the merger incorporated in this discussion are the historical results and cash flows of CBRE, the predecessor to the Company.  These CBRE results do not reflect any purchase accounting adjustments which are included in the 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 September 30, 2002 Compared to the Three Months Ended September 30, 2001

 

The Company reported consolidated net income of $1.9 million for the three months ended September 30, 2002, on revenue of $284.9 million compared to a consolidated net loss of $27.7 million on revenue of $276.2 million for the three months ended September 30, 2001.

 

Revenue on a consolidated basis increased $8.8 million or 3.2% during the three months ended September 30, 2002 as compared to the three months ended September 30, 2001.  The increase was driven by higher sales transaction revenue primarily in the Company’s Americas operations and increased worldwide consulting fees, partially offset by a decline in lease transaction revenue mainly in the Americas operations.

 

Commissions, fees and other incentives on a consolidated basis totaled $137.5 million, an increase of $3.7 million or 2.8% from the third quarter of 2001. Higher sales transaction revenue commissions and international producer compensation primarily drove this increase. Commissions, fees and other incentives as a percentage of revenue was flat when compared to the prior year at approximately 48.0%.

 

Operating, administrative and other expenses on a consolidated basis were $119.9 million, an increase of $1.4 million or 1.2% for the three months ended September 30, 2002 as compared to the third quarter of the prior year. The increase is primarily attributable to fees paid to consultants and advisors to the Company, partially offset by higher income from equity investments.

 

Depreciation and amortization expense on a consolidated basis decreased by $1.9 million or 22.9% mainly due to the discontinuation of goodwill amortization after the merger, in accordance with Statement of Financial Accounting

 

23



 

Standards (SFAS) No. 142, “Goodwill and Other Intangible Assets.”  Also contributing to the decrease is lower depreciation expense due primarily to lower capital expenditures in the current year.

 

The three months ended September 30, 2001 included merger-related and other nonrecurring charges on a consolidated basis of $19.8 million. These costs primarily consisted of merger-related costs of $15.1 million, the write-off of e-business investments of $3.3 million, as well as severance costs of $1.4 million related to the Company’s cost reduction program implemented in May 2001.

 

Consolidated interest expense for the three months ended September 30, 2002 was comparable to the prior year third quarter at $15.4 million.

 

Income tax expense on a consolidated basis was $5.1 million for the three months ended September 30, 2002 as compared to $9.5 million for the three months ended September 30, 2001.  The income tax provision and effective tax rate were not comparable between periods due to the effects of the merger and the adoption of SFAS No. 142, which includes the elimination of the amortization of goodwill created under such merger transactions.  In addition, the third quarter 2002 decline in market value of assets associated with the deferred compensation plan for which no tax benefit is realized contributed to an increased effective tax rate.

 

Nine Months Ended September 30, 2002 Compared to the Nine Months Ended September 30, 2001

 

The Company reported consolidated net income of $3.6 million for the nine months ended September 30, 2002 on revenue of $793.8 million compared to a consolidated net loss of $32.8 million on revenue of $833.5 million for the nine months ended September 30, 2001.

 

Revenue on a consolidated basis decreased by $39.7 million or 4.8% during the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This decline was mainly driven by a $61.1 million decrease in worldwide lease transaction revenue and a $5.6 million decrease in other revenue, attributable primarily to the sale of mortgage fund contracts in March 2001. These decreases were partially offset by higher worldwide sales transaction revenue and investment management fees.

 

Commissions, fees and other incentives on a consolidated basis totaled $368.5 million for the nine months ended September 30, 2002, a decrease of $21.4 million or 5.5% from the nine months ended September 30, 2001.  This decrease was primarily due to lower variable commissions, principally in the Americas, driven by lower lease transaction revenues. This decrease was slightly offset by higher producer compensation within international operations, which has a higher fixed component as compared to the Americas.  Commissions, fees and other incentives as a percentage of revenue decreased slightly to 46.4% in the current year, as compared to 46.8% in the prior year.

 

Operating, administrative and other expenses on a consolidated basis were $353.2 million for the nine months ended September 30, 2002, a decrease of $31.9 million or 8.3% as compared to the nine months ended September 30, 2001. This decrease was driven primarily by cost cutting measures and operational efficiencies from programs initiated in May 2001.

 

Depreciation and amortization expense on a consolidated basis decreased by $13.3 million or 42.4% mainly due to the discontinuation of goodwill amortization after the merger, in accordance with SFAS No. 142, “Goodwill and Other Intangible Assets” and lower depreciation expense, principally due to lower capital expenditures in the current year. The nine months ended September 30, 2002 also included a one-time reduction of amortization expense of $2.0 million arising from the adjustment of certain intangible assets to their estimated fair values as of the acquisition date as determined by independent third party appraisers.

 

The nine months ended September 30, 2001 included merger-related and other nonrecurring charges on a consolidated basis of $25.4 million. These costs primarily consisted of merger-related costs of $16.5 million, the write-off of e-business investments of $6.1 million, as well as severance costs of $2.8 million related to the Company’s cost reduction program implemented in May 2001.

 

Consolidated interest expense was $46.3 million, an increase of $10.9 million or 30.6% over the nine months ended September 30, 2001. This was primarily attributable to the Company’s change in debt structure as a result of the merger.

 

Income tax expense on a consolidated basis was $6.6 million for the nine months ended September 30, 2002 as compared to $2.2 million for the nine months ended September 30, 2001.  The income tax provision and effective tax rate were not comparable between periods due to the effects of the merger and the adoption of SFAS No. 142, which includes

 

24



 

the elimination of the amortization of goodwill created under such merger transactions.  In addition, the third quarter 2002 decline in market value of assets associated with the deferred compensation plan for which no tax benefit is realized contributed to an increased effective tax rate.

 
Segment Operations

 

In the third quarter of 2001, 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 (US), Canada, Mexico, and operations located in Central and South America.  EMEA mainly consists of Europe, while Asia Pacific includes operations in Asia, Australia and New Zealand. The Americas’ prior year results include merger-related and other nonrecurring charges of $24.5 million, as well as a nonrecurring pre-tax gain of $5.6 million from the sale of mortgage fund contracts in the first quarter of 2001. The following table summarizes the revenue, costs and expenses, and operating income (loss) by operating segment for the periods ended September 30, 2002 and 2001 (dollars in thousands):

 

 

 

Three Months Ended September 30

 

Nine Months Ended September 30

 

 

 

2002

 

2001

 

2002

 

2001

 

 

 

 

 

 

 

 

 

 

 

Americas

 

 

 

 

 

 

 

 

 

Revenue

 

$

224,188

 

$

218,749

 

$

618,709

 

$

667,176

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Commissions, fees and other incentives

 

109,919

 

108,513

 

291,173

 

319,266

 

Operating, administrative and other

 

88,377

 

89,720

 

266,212

 

294,714

 

Depreciation and amortization

 

4,354

 

6,094

 

12,561

 

22,541

 

Merger-related and other nonrecurring charges

 

 

18,892

 

50

 

24,500

 

Operating income (loss)

 

$

21,538

 

$

(4,470

)

$

48,713

 

$

6,155

 

EBITDA, excluding merger-related and other nonrecurring charges

 

$

25,892

 

$

20,516

 

$

61,324

 

$

53,196

 

EBITDA, excluding merger-related and other nonrecurring charges, margin

 

11.5

%

9.4

%

9.9

%

8.0

%

 

 

 

 

 

 

 

 

 

 

EMEA

 

 

 

 

 

 

 

 

 

Revenue

 

$

38,261

 

$

39,082

 

$

111,632

 

$

109,890

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Commissions, fees and other incentives

 

17,391

 

16,284

 

48,522

 

44,685

 

Operating, administrative and other

 

19,824

 

19,524

 

58,154

 

59,645

 

Depreciation and amortization

 

1,220

 

1,335

 

3,194

 

5,614

 

Merger-related and other nonrecurring charges

 

 

134

 

 

134

 

Operating (loss) income

 

$

(174

)

$

1,805

 

$

1,762

 

$

(188

)

EBITDA, excluding merger-related and other nonrecurring charges

 

$

1,046

 

$

3,274

 

$

4,956

 

$

5,560

 

EBITDA, excluding merger-related and other nonrecurring charges, margin

 

2.7

%

8.4

%

4.4

%

5.1

%

 

 

 

 

 

 

 

 

 

 

Asia Pacific

 

 

 

 

 

 

 

 

 

Revenue

 

$

22,479

 

$

18,322

 

$

63,470

 

$

56,434

 

Costs and expenses:

 

 

 

 

 

 

 

 

 

Commissions, fees and other incentives

 

10,200

 

9,006

 

28,842

 

25,957

 

Operating, administrative and other

 

11,651

 

9,180

 

28,857

 

30,777

 

Depreciation and amortization

 

830

 

873

 

2,352

 

3,289

 

Merger-related and other nonrecurring charges

 

 

769

 

 

769

 

Operating (loss) income

 

$

(202

)

$

(1,506

)

$

3,419

 

$

(4,358

)

EBITDA, excluding merger-related and other nonrecurring charges

 

$

628

 

$

136

 

$

5,771

 

$

(300

)

EBITDA, excluding merger-related and other nonrecurring charges, margin

 

2.8

%

0.7

%

9.1

%

-0.5

%

 

 

 

 

 

 

 

 

 

 

Total operating income (loss)

 

$

21,162

 

$

(4,171

)

$

53,894

 

$

1,609

 

 

 

 

 

 

 

 

 

 

 

Total EBITDA, excluding merger-related and other nonrecurring charges

 

$

27,566

 

$

23,926

 

$

72,051

 

$

58,456

 

 

 

EBITDA, excluding merger-related and other nonrecurring charges represents earnings before net interest expense, income taxes, depreciation and amortization of intangible assets relating to acquisitions, merger-related and other nonrecurring charges.  Management believes that the presentation of EBITDA, excluding merger-related and other nonrecurring charges will enhance a reader’s understanding of the Company’s operating performance and ability to service debt as it provides a measure of cash generated (subject to the payment of interest and income taxes) that can be used by the Company to service its debt and for other required or discretionary purposes.  Additionally, many of the Company’s debt covenants are based upon EBITDA, excluding merger-related and other nonrecurring charges.  Net cash that will be available to the Company for discretionary purposes represents remaining cash after debt service and other cash requirements, such as capital expenditures, are deducted from EBITDA, excluding merger-related and other nonrecurring charges.  EBITDA, excluding merger-related and other nonrecurring charges should not be considered as an alternative to (i) operating income determined in accordance with accounting principles generally accepted in the US or (ii) operating cash flow determined in accordance with accounting principles generally accepted in the US.  The Company’s calculation of EBITDA, excluding merger-related and other nonrecurring charges may not be comparable to similarly titled measures reported by other companies.

 

25



 

EBITDA, excluding merger-related and other nonrecurring charges is calculated as follows (dollars in thousands):

 

 

 

Three Months Ended September 30

 

Nine Months Ended September 30

 

 

 

2002

 

2001

 

2002

 

2001

 

 

 

 

 

 

 

 

 

 

 

Americas

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

$

21,538

 

$

(4,470

)

$

48,713

 

$

6,155

 

Add:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

4,354

 

6,094

 

12,561

 

22,541

 

Merger-related and other nonrecurring charges

 

 

18,892

 

50

 

24,500

 

EBITDA, excluding merger-related and other nonrecurring charges

 

$

25,892

 

$

20,516

 

$

61,324

 

$

53,196

 

 

 

 

 

 

 

 

 

 

 

EMEA

 

 

 

 

 

 

 

 

 

Operating (loss) income

 

$

(174

)

$

1,805

 

$

1,762

 

$

(188

)

Add:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

1,220

 

1,335

 

3,194

 

5,614

 

Merger-related and other nonrecurring charges

 

 

134

 

 

134

 

EBITDA, excluding merger-related and other nonrecurring charges

 

$

1,046

 

$

3,274

 

$

4,956

 

$

5,560

 

 

 

 

 

 

 

 

 

 

 

Asia Pacific

 

 

 

 

 

 

 

 

 

Operating (loss) income

 

$

(202

)

$

(1,506

)

$

3,419

 

$

(4,358

)

Add:

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

830

 

873

 

2,352

 

3,289

 

Merger-related and other nonrecurring charges

 

 

769

 

 

769

 

EBITDA, excluding merger-related and other nonrecurring charges

 

$

628

 

$

136

 

$

5,771

 

$

(300

)

 

Three Months Ended September 30, 2002 Compared to Three Months Ended September 30, 2001

 

Americas

 

Revenue increased by $5.4 million or 2.5% for the three months ended September 30, 2002, as compared to the three months ended September 30, 2001, attributable primarily to an increase in sales transaction revenue and consulting fees, partially offset by a decrease in lease transaction revenue.  The sales transaction revenue increase was due to a higher number of transactions and higher average value per transaction.  The consulting fee increase was due to an increase in market share.  The lease transaction revenue decrease was driven by a lower average value per transaction, partially offset by a higher number of transactions. Commissions, fees and other incentives increased by $1.4 million or 1.3% for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001, caused primarily by higher variable commissions. This was driven by higher sales transaction revenue and consultation fees, partially offset by lower lease transaction revenue.  Commissions, fees and other incentives as a percentage of revenue was flat at approximately 49.0% for the current year third quarter. Operating, administrative and other expenses decreased by $1.3 million or 1.5%, primarily due to higher equity income from equity investments, partially offset by fees paid to consultants and advisors to the Company.

 

EMEA

 

Revenue decreased by $0.8 million or 2.1% for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001.  This was mainly driven by lower overall revenue in the United Kingdom (UK), partially offset by increases in Italy appraisal fees and overall revenue in the Netherlands.  Commissions, fees and other incentives increased $1.1 million or 6.8% due to higher producer compensation, principally in Italy driven by the growth in appraisal revenue. Operating, administrative and other expenses increased by $0.3 million or 1.5% mainly attributable to higher occupancy costs, partially offset by lower accrued executive bonuses and profit sharing due to lower current quarter results.

 

Asia Pacific

 

Revenue increased by $4.2 million or 22.7% for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001.  The increase was primarily driven by higher investment management fees in Japan and an overall increase in revenue in Australia and New Zealand, partially offset by lower revenues as a result of conversions to partner offices elsewhere in Asia.  Commissions, fees, and other incentives increased by $1.2 million or

 

26



 

13.3% primarily due to higher producer compensation resulting from increased personnel requirements in Australia and China, slightly offset by lower commissions due to conversions to partner offices elsewhere in Asia. Operating, administrative, and other expenses increased by $2.5 million or 26.9% primarily as a result of increased accrued bonuses due to higher results in Australia and higher consulting fees in Japan, offset partially by lower expenses due to conversions to partner offices elsewhere in Asia.

 

Nine Months Ended September 30, 2002 Compared to Nine Months Ended September 30, 2001

 

Americas

 

Revenue decreased by $48.5 million or 7.3% for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001, attributable to lower lease transaction revenue, slightly offset by an increase in sales transaction revenue.  Lease transaction revenue decreased due to a lower average value per transaction.  Sales transaction revenue increased as a result of a higher average value per transaction.  Commissions, fees and other incentives decreased by $28.1 million or 8.8% for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001, caused primarily by lower variable commissions, producer bonuses and employment costs due to lower lease transaction revenue. Commissions, fees and other incentives as a percentage of revenue was flat at approximately 47.0% for the current year. Operating, administrative and other expenses decreased by $28.5 million or 9.7% as a result of cost reduction and efficiency measures, as well as the organizational restructuring implemented after the merger. Expenses recognized by key executive bonuses and profit sharing also declined, due to lower overall results.

 

EMEA

 

Revenue increased by $1.7 million or 1.6% for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001.  This was mainly driven by increases in Italy appraisal fees, France investment management fees, Germany sales transaction revenue, and overall revenue in Spain, partially offset by lower overall revenue in the UK.  Commissions, fees and other incentives increased $3.8 million or 8.6% due to higher producer compensation primarily as a result of increased revenue and higher pension costs. Operating, administrative and other expenses decreased by $1.5 million or 2.5% mainly attributable to cost containment measures and lower bonuses, partially offset by higher occupancy costs.

 

Asia Pacific

 

Revenue increased by $7.0 million or 12.5% for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001.  This increase was primarily driven by higher investment management fees in Japan and an increase in overall revenue in Australia and New Zealand, partially offset by lower revenues as a result of conversions to partner offices elsewhere in Asia.  Commissions, fees, and other incentives increased by $2.9 million or 11.1% primarily driven by higher producer compensation expense due to increased personnel requirements in Australia and China, slightly offset by lower commissions due to conversions to partner offices elsewhere in Asia. Operating, administrative, and other expenses decreased by $1.9 million or 6.2% primarily as a result of conversions to partner offices elsewhere in Asia and on going cost containment measures put in place following May 2001, as well as the organizational restructuring implemented after the merger. This decrease was partially offset by an increased accrual for bonuses due to higher results in Australia and higher consulting fees in Asia.

 

Liquidity and Capital Resources

 

The Company believes it can satisfy its non-acquisition obligations, as well as its working capital requirements and funding of investments, with internally generated cash flow, borrowings under the revolving line of credit with CSFB or any replacement credit facilities.  Material acquisitions, if any, that necessitate cash will require new sources of capital such as an expansion of the revolving credit facility and raising money by issuing additional debt or equity. The Company anticipates that its existing sources of liquidity, including cash flow from operations, will be sufficient to meet its anticipated non-acquisition cash requirements for the foreseeable future.

 

The 11¼% Senior Subordinated Notes, the Senior Credit Facility (the Credit Facility) and the 16% Senior Notes (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

 

27



 

earnings before interest, taxes, depreciation and amortization to funded debt (all as defined in the agreements).  The Credit Facility requires the Company to pay a facility fee based on the total amount of the unused commitment.

 

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.

 

A subsidiary of the Company has a credit agreement with Residential Funding Corporation (RFC).  The initial credit agreement provided for a revolving line of credit of up to $150.0 million, bore interest at 1.0% over the RFC base rate, and expired on August 31, 2002.  On April 20, 2002, the Company obtained a temporary line of credit increase of $210.0 million that resulted  in a total line of credit equaling $360.0 million, which expired on July 31, 2002.  On August 1, 2002, the Company obtained another temporary line of credit increase of $20.0 million that resulted in a total line of credit equaling $170.0 million, which expired on August 31, 2002.  On August 21, 2002, the expiration date on the initial credit agreement was extended to October 31, 2002.  During the quarter ended September 30, 2002, the Company had a maximum of $186.6 million revolving line of credit principal outstanding.  At September 30, 2002, the accompanying consolidated balance sheets include a $63.9 million warehouse line of credit outstanding, included in short-term borrowings, and also contain a $63.9 million warehouse receivable.  Subsequent to September 30, 2002, the warehouse line of credit in the amount of $63.9 million was repaid with proceeds from the warehouse receivable.

 

On October 24, 2002, the maturity date on the credit agreement with RFC was further extended to November 30, 2002.  Effective November 1, 2002, the Company executed an amendment to the revolving line of credit that increased the line of credit from $150.0 million to $200.0 million and redefined the RFC base rate to the greater of LIBOR or 2.0% per annum.

 

Net cash used in operating activities totaled $19.0 million for the nine months ended September 30, 2002, a decrease of $74.8 million compared to the nine months ended September 30, 2001.  This decline was primarily due to  the improved 2002 results, as well as lower payments for 2001 bonus and profit sharing made in the current year as compared to the 2000 bonus and profit share payments made in the prior year.   In addition, the cash surrender value of insurance policies related to the deferred compensation plan decreased by $9.9 million during the current period as compared to a $3.3 million increase in the prior year.

 

The Company utilized $16.5 million in investing activities during the nine months ended September 30, 2002, a decrease of $209.2 million compared to the prior year. This decrease was primarily due to the prior year payment of the purchase price and related expenses related to the acquisition of CBRE by the Company.

 

Net cash used in financing activities totaled $2.1 million for the nine months ended September 30, 2002, compared to cash provided by financing activities of $324.0 million for the nine months ended September 30, 2001.  This decrease was mainly attributable to the debt and equity financing required by the merger in the prior year.

 

Litigation

 

The Company is a party to a number of pending or threatened lawsuits arising out of, or incident to, its ordinary course of business. 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.

 

Net Operating Losses

 

The Company had US federal income tax net operating losses (NOLs) of approximately $8.4 million at December 31, 2001.

 

The Company’s ability to utilize NOLs of CBRE has been limited for the period from July 21, 2001 to December 31, 2001 and will be limited in subsequent years because CBRE experienced a change in ownership greater than 50% on July 20, 2001. As a result of the ownership change, the limitation was approximately $7.1 million of its NOLs for the period from July 21, 2001 through December 31, 2001 and will be approximately $16.0 million in year 2002 and in each subsequent year until fully utilized.  The amount of NOLs is, in any event, subject to some uncertainty until the statute of limitations lapses after their utilization to offset taxable income.

 

28



 

Critical Accounting Policies

 

The Company has identified revenue recognition and the principles of consolidation as critical accounting policies. The Company records real estate commissions on sales upon close of escrow or upon transfer of title.  Real estate commissions on leases are generally recorded as income once the Company satisfies all obligations under the commission agreement. A typical commission agreement provides that the Company earns a portion of the lease commission upon the execution of the lease agreement by the tenant, while the remaining portion(s) of the lease commission is earned at a later date, usually upon tenant occupancy.  The existence of any significant future contingencies will result in the delay of recognition of revenue until such contingencies are satisfied.  For example, if the Company does not earn all or a portion of the lease commission until the tenant pays their first month’s rent, and the lease agreement provides the tenant with a free rent period, the Company delays revenue recognition until cash rent is paid by the tenant.  Investment management and property management fees are recognized when earned under the provisions of the related agreements. Appraisal fees are recorded after services have been rendered.  Loan origination fees are recognized at the time the loan closes and the Company has no significant remaining obligations for performance in connection with the transaction, while loan servicing fees are recorded as principal and interest payments are collected from mortgagors.  Other commissions and fees are recorded as income at the time the related services have been performed unless significant future contingencies exist.

 

The Company consolidates majority-owned investments and separately discloses the equity attributable to minority shareholders’ interests in subsidiaries in the consolidated balance sheets.  Investments in unconsolidated subsidiaries in which the Company has the ability to exercise significant influence over operating and financial policies, but does not control, are accounted for by using the equity method.  Accordingly, the Company’s share of the earnings of these equity-basis companies is included in consolidated net income.  All other investments held on a long-term basis are valued at cost less any impairment in value.

 

New Accounting Pronouncements

 

In June 2001, the Financial Accounting Standards Board (FASB) issued SFAS No. 143, “Accounting for Asset Retirement Obligations.”  This statement applies to legal obligations associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development and (or) the normal operation of a long-lived asset, except for certain obligations of lessees. The statement requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of its fair value can be made.  The associated asset retirement costs are capitalized as part of the carrying amount of the long-lived asset.  This statement is effective for financial statements issued for fiscal years beginning after June 15, 2002, although earlier application is encouraged.  Adoption of this statement is not expected to have any material effect on the Company’s financial position or results of operations.

 

In August 2001, the FASB issued SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.” This statement supersedes SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of.”  This statement establishes a single accounting model, based on the framework established in SFAS No. 121, for long-lived assets to be disposed of by sale.  This statement is effective for financial statements issued for fiscal years beginning after December 15, 2001, and interim periods within those fiscal years.  The adoption of  SFAS No. 144 did not have a material impact on the Company’s financial position or results of operations.

 

In April 2002, the FASB issued SFAS No. 145, “Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections.”  This statement rescinds the following pronouncements:

 

Statement No. 4, “Reporting Gains and Losses from Extinguishment of Debt;”

Statement No. 44, “Accounting for Intangible Assets of Motor Carriers;” and

Statement No. 64, “Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements.”

 

The statement amends Statement No. 13, “Accounting for Leases,” to eliminate an inconsistency between the required accounting for sale-leaseback transactions and the required accounting for certain lease modifications that have economic effects that are similar to sale-leaseback transactions. This statement also amends other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions.

 

The provisions of this statement related to the rescission of Statement No. 4 shall be applied in fiscal years beginning after May 15, 2002, with early application encouraged. The provisions of this Statement related to Statement

 

29



 

No. 13 shall be effective for transactions occurring after May 15, 2002.  All other provisions of this statement shall be effective for financial statements issued on or after May 15, 2002.  Adoption of this statement is not expected to have any material effect on the Company’s financial position or results of operations.

 

In July 2002, the FASB issued SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” This statement requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan and nullifies Emerging Issues Task Force Issue No. 94.3 “Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity.”  This statement is to be applied prospectively to exit or disposal activities initiated after December 31, 2002.  The Company is currently evaluating the impact of the adoption of this statement on its results of operations and financial position.

 

Safe Harbor Statement Regarding Forward-Looking Statements

 

Portions of this Form 10-Q, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contain forward-looking statements within the meaning of the ‘‘safe harbor’’ provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements, which are generally identified by the use of terms such as "will," "expected" or similar expressions, involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results and performance in future periods to be materially different from any future results or performance suggested in forward-looking statements in this Form 10-Q. Any forward-looking statements speak only as of the date of this report and the Company expressly disclaims any obligation to update or revise any forward-looking statements found herein to reflect any changes in its expectations or results or any change in events.  Factors that could cause results to differ materially include, but are not limited to: commercial real estate vacancy levels; employment conditions and their effect on vacancy rates; property values; rental rates; any general economic recession domestically or internationally; and general conditions of financial liquidity for real estate transactions.

 

ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

The Company’s exposure to market risk consists of foreign currency exchange rate fluctuations related to international operations and changes in interest rates on debt obligations.

 

Approximately 26% of the Company’s business is transacted in local currencies of foreign countries. The Company attempts to manage its exposure primarily by balancing monetary assets and liabilities, and maintaining cash positions only at levels necessary for operating purposes. While the international results of operations as measured in dollars that are subject to foreign exchange rate fluctuations, the related risk is not considered material. The Company routinely monitors its transaction exposure to currency rate changes, and occasionally enters into currency forward and option contracts to limit its exposure, as appropriate. The Company does not engage in any speculative activities.

 

The Company manages its interest expense by using a combination of fixed and variable rate debt. The Company utilizes sensitivity analyses to assess the potential effect of its variable rate debt. If interest rates were to increase by 51 basis points, which would comprise approximately 10% of the weighted average variable rates at September 30, 2002, the net impact would be a decrease of $1.3 million on pre-tax income and cash provided by operating activities for the nine months ending September 30, 2002.

 

30



 

ITEM 4.  DISCLOSURE CONTROLS AND PROCEDURES

 

Within ninety days prior to the filing date of this report, the Company carried out an evaluation, under the supervision and with the participation of its Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures.   Disclosure controls and procedures are designed to ensure that information required to be disclosed in the periodic reports filed or submitted under the Securities and Exchange Act of 1934 are recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures are effective.

 

There have been no significant changes in the Company’s internal controls or in other factors that could significantly affect internal controls subsequent to the date the Company carried out this evaluation.

 

31



 

PART II.  OTHER INFORMATION

 

ITEM 1.   LEGAL PROCEEDINGS

 

The Company is a party to a number of pending or threatened lawsuits arising out of, or incident to, its ordinary course of business. Management believes that any liability that may result from the disposition of these lawsuits will not have a material effect on the Company’s consolidated financial position or results of operations.

 

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

 

(a)                 Exhibits

                               None

 

(b)                Reports on Form 8-K

 

The registrant filed a Current Report on Form 8-K on August 19, 2002 with regard to the Company’s conference call on August 7, 2002 discussing second quarter 2002 operating results.

 

The registrant filed a Current Report on Form 8-K on August 9, 2002 with regard to a press release issued on August 6, 2002 discussing the Company’s operating results for the second quarter of 2002.

 

The registrant filed a Current Report on Form 8-K on August 8, 2002 to announce the hiring of Deloitte & Touche LLP as the Company’s new independent auditors.

 

32



 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

CBRE HOLDING, INC.

 

 

Date:  November 14, 2002

/s/ KENNETH J. KAY

 

 

Kenneth J. Kay

 

Chief Financial Officer

 

33



 

CERTIFICATIONS

 

I, Raymond E. Wirta, certify that:

 

1)              I have reviewed this quarterly report on Form 10-Q of CBRE Holding, Inc.;

 

2)              Based on my knowledge, this quarterly report does not contain any untrue statement of a material factor or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3)              Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4)              The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

 

a)                designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

b)               evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

c)                presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluations as of the Evaluation Date;

 

5)              The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

a)                   all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weakness in internal controls; and

 

b)                  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6)              The registrant’s other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

 

Date:

November 14, 2002

 

/s/ RAYMOND E. WIRTA

 

 

 

 

 

Raymond E. Wirta

 

 

 

Chief Executive Officer

 

34



 

I, Kenneth J. Kay, certify that:

 

1)              I have reviewed this quarterly report on Form 10-Q of CBRE Holding, Inc.;

 

2)              Based on my knowledge, this quarterly report does not contain any untrue statement of a material factor or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

 

3)              Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

 

4)              The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

 

a)              designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

 

b)             evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

 

c)              presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluations as of the Evaluation Date;

 

5)              The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

 

a)              all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weakness in internal controls; and

 

b)             any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

 

6)                   The registrant’s other certifying officers and I have indicated in this quarterly report whether there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

 

 

Date:

November 14, 2002

 

/s/ KENNETH J. KAY

 

 

 

 

 

 

Kenneth J. Kay

 

 

 

 

Chief Financial Officer

 

 

35