Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

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

For the quarterly period ended June 30, 2012

 

¨ 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 001 – 32205

CBRE GROUP, 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)

11150 Santa Monica Boulevard, Suite 1600

Los Angeles, California

  90025
(Address of principal executive offices)   (Zip Code)
(310) 405-8900  
(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  x    No  ¨.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x   Accelerated filer ¨   Non-accelerated filer ¨   Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨     No  x.

The number of shares of Class A common stock outstanding at July 31, 2012 was 328,219,385.

 

 

 


Table of Contents

FORM 10-Q

June 30, 2012

TABLE OF CONTENTS

 

           Page  
PART I—FINANCIAL INFORMATION   

Item 1.

   Financial Statements   
   Consolidated Balance Sheets at June 30, 2012 (Unaudited) and December 31, 2011      3   
   Consolidated Statements of Operations for the three and six months ended June 30, 2012 and 2011 (Unaudited)      4   
   Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2012 and 2011 (Unaudited)      5   
   Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011 (Unaudited)      6   
   Consolidated Statement of Equity for the six months ended June 30, 2012 (Unaudited)      7   
   Notes to Consolidated Financial Statements (Unaudited)      8   

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations      39   

Item 3.

   Quantitative and Qualitative Disclosures About Market Risk      63   

Item 4.

   Controls and Procedures      64   
PART II—OTHER INFORMATION   

Item 1.

   Legal Proceedings      66   

Item 1A.

   Risk Factors      66   

Item 6.

   Exhibits      67   

Signatures

     69   

 

2


Table of Contents

CBRE GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)

 

    June 30,
2012
    December 31,
2011
 
    (Unaudited)        
ASSETS    

Current Assets:

   

Cash and cash equivalents

  $ 731,202      $ 1,093,182   

Restricted cash

    64,328        67,138   

Receivables, less allowance for doubtful accounts of $38,770 and $33,915 at June 30, 2012 and December 31, 2011, respectively

    1,092,964        1,135,371   

Warehouse receivables

    423,681        720,061   

Trading securities

    79,115        151,484   

Income taxes receivable

    48,414        —     

Prepaid expenses

    110,538        111,879   

Deferred tax assets, net

    173,211        168,939   

Real estate under development

    37,426        30,617   

Real estate and other assets held for sale

    13,667        26,201   

Available for sale securities

    2,068        2,790   

Other current assets

    52,084        42,385   
 

 

 

   

 

 

 

Total Current Assets

    2,828,698        3,550,047   

Property and equipment, net

    299,310        295,488   

Goodwill

    1,816,040        1,828,407   

Other intangible assets, net of accumulated amortization of $237,295 and $194,982 at June 30, 2012 and December 31, 2011, respectively

    784,779        794,325   

Investments in unconsolidated subsidiaries

    210,115        166,832   

Real estate under development

    7,813        3,952   

Real estate held for investment

    432,585        403,698   

Available for sale securities

    55,136        34,605   

Other assets, net

    141,919        141,789   
 

 

 

   

 

 

 

Total Assets

  $ 6,576,395      $ 7,219,143   
 

 

 

   

 

 

 
LIABILITIES AND EQUITY    

Current Liabilities:

   

Accounts payable and accrued expenses

  $ 496,127      $ 574,136   

Compensation and employee benefits payable

    399,216        398,688   

Accrued bonus and profit sharing

    284,729        544,628   

Securities sold, not yet purchased

    63,833        98,810   

Income taxes payable

    —          28,368   

Short-term borrowings:

   

Warehouse lines of credit

    417,245        713,362   

Revolving credit facility

    52,838        44,825   

Other

    4,692        16   
 

 

 

   

 

 

 

Total short-term borrowings

    474,775        758,203   

Current maturities of long-term debt

    68,060        67,838   

Notes payable on real estate

    139,410        146,120   

Liabilities related to real estate and other assets held for sale

    6,939        21,482   

Other current liabilities

    45,369        42,375   
 

 

 

   

 

 

 

Total Current Liabilities

    1,978,458        2,680,648   

Long-Term Debt:

   

Senior secured term loans

    1,584,774        1,615,773   

11.625% senior subordinated notes, net of unamortized discount of $10,253 and $10,984 at June 30, 2012 and December 31, 2011, respectively

    439,747        439,016   

6.625% senior notes

    350,000        350,000   

Other long-term debt

    57        59   
 

 

 

   

 

 

 

Total Long-Term Debt

    2,374,578        2,404,848   

Notes payable on real estate

    243,334        206,339   

Deferred tax liabilities, net

    158,707        148,969   

Non-current tax liabilities

    86,062        79,927   

Pension liability

    60,627        60,860   

Other liabilities

    239,687        220,389   
 

 

 

   

 

 

 

Total Liabilities

    5,141,453        5,801,980   

Commitments and contingencies

    —          —     

Equity:

   

CBRE Group, Inc. Stockholders’ Equity:

   

Class A common stock; $0.01 par value; 525,000,000 shares authorized; 328,219,385 and 327,972,156 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively

    3,282        3,280   

Additional paid-in capital

    908,657        882,141   

Accumulated earnings

    527,347        424,499   

Accumulated other comprehensive loss

    (184,424     (158,439
 

 

 

   

 

 

 

Total CBRE Group, Inc. Stockholders’ Equity

    1,254,862        1,151,481   

Non-controlling interests

    180,080        265,682   
 

 

 

   

 

 

 

Total Equity

    1,434,942        1,417,163   
 

 

 

   

 

 

 

Total Liabilities and Equity

  $ 6,576,395      $ 7,219,143   
 

 

 

   

 

 

 

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

 

3


Table of Contents

CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except share data)

 

    Three Months Ended
June 30,
    Six Months Ended
June 30,
 
    2012     2011     2012     2011  

Revenue

  $ 1,601,117      $ 1,422,218      $ 2,951,106      $ 2,607,323   

Costs and expenses:

       

Cost of services

    908,143        839,822        1,695,699        1,553,577   

Operating, administrative and other

    482,377        432,856        923,099        809,881   

Depreciation and amortization

    38,336        25,385        84,793        48,563   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

    1,428,856        1,298,063        2,703,591        2,412,021   

Gain on disposition of real estate

    439        6,027        1,248        7,999   
 

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

    172,700        130,182        248,763        203,301   

Equity income from unconsolidated subsidiaries

    2,609        17,068        16,995        32,247   

Other (loss) income

    (2,104     —          4,484        —     

Interest income

    1,585        1,902        3,888        4,570   

Interest expense

    44,411        34,216        88,392        67,934   
 

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations before provision for income taxes

    130,379        114,936        185,738        172,184   

Provision for income taxes

    54,780        46,336        80,193        69,742   
 

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations

    75,599        68,600        105,545        102,442   

Income from discontinued operations, net of income taxes

    —          6,267        —          16,911   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    75,599        74,867        105,545        119,353   

Less: Net (loss) income attributable to non-controlling interests

    (274     13,644        2,697        23,761   
 

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to CBRE Group, Inc.

  $ 75,873      $ 61,223      $ 102,848      $ 95,592   
 

 

 

   

 

 

   

 

 

   

 

 

 

Basic income per share attributable to CBRE Group, Inc. shareholders

       

Income from continuing operations attributable to CBRE Group, Inc.

  $ 0.24      $ 0.19      $ 0.32      $ 0.30   

Income from discontinued operations attributable to CBRE Group, Inc.

    —          —          —          —     
 

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to CBRE Group, Inc.

  $ 0.24      $ 0.19      $ 0.32      $ 0.30   
 

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding for basic income per share

    320,852,344        317,698,275        320,761,873        317,133,967   
 

 

 

   

 

 

   

 

 

   

 

 

 

Diluted income per share attributable to CBRE Group, Inc. shareholders

       

Income from continuing operations attributable to CBRE Group, Inc.

  $ 0.23      $ 0.19      $ 0.32      $ 0.30   

Income from discontinued operations attributable to CBRE Group, Inc.

    —          —          —          —     
 

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to CBRE Group, Inc.

  $ 0.23      $ 0.19      $ 0.32      $ 0.30   
 

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding for diluted income per share

    326,081,681        324,093,042        325,910,274        323,510,069   
 

 

 

   

 

 

   

 

 

   

 

 

 

Amounts attributable to CBRE Group, Inc. shareholders

       

Income from continuing operations, net of tax

  $ 75,873      $ 61,223      $ 102,848      $ 95,592   

Income from discontinued operations, net of tax

    —          —          —          —     
 

 

 

   

 

 

   

 

 

   

 

 

 

Net income

  $ 75,873      $ 61,223      $ 102,848      $ 95,592   
 

 

 

   

 

 

   

 

 

   

 

 

 

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

 

4


Table of Contents

CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands)

 

    Three Months  Ended
June 30,
    Six Months Ended
June 30,
 
    2012     2011     2012     2011  

Net income

  $ 75,599      $ 74,867      $ 105,545      $ 119,353   

Other comprehensive (loss) income:

       

Foreign currency translation (loss) gain

    (40,181     15,550        (21,659     45,545   

Unrealized losses on interest rate swaps and interest rate caps, net

    (5,614     (7,833     (4,360     (6,777

Unrealized (losses) gains on available for sale securities, net

    (1,100     89        (186     183   

Other, net

    333        909        (167     323   
 

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive (loss) income

    (46,562     8,715        (26,372     39,274   

Comprehensive income

    29,037        83,582        79,173        158,627   

Less: Comprehensive (loss) income attributable to non-controlling interests

    (857     14,116        2,310        24,591   
 

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income attributable to CBRE Group, Inc.

  $ 29,894      $ 69,466      $ 76,863      $ 134,036   
 

 

 

   

 

 

   

 

 

   

 

 

 

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

 

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Table of Contents

CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

 

     Six Months Ended
June 30,
 
     2012     2011  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net income

   $ 105,545      $ 119,353   

Adjustments to reconcile net income to net cash used in operating activities:

    

Depreciation and amortization

     84,793        49,088   

Amortization of financing costs

     4,643        3,241   

Gain on sale of loans, servicing rights and other assets

     (43,776     (25,437

Net realized and unrealized gains from investments

     (4,484     —     

Gain on disposition of real estate held for investment

     —          (19,695

Equity income from unconsolidated subsidiaries

     (16,995     (32,247

Provision for doubtful accounts

     6,842        6,830   

Compensation expense related to stock options and non-vested stock awards

     22,606        21,292   

Incremental tax benefit from stock options exercised

     (861     (14,495

Distribution of earnings from unconsolidated subsidiaries

     8,017        11,855   

Tenant concessions received

     8,428        11,807   

Purchase of trading securities

     (121,412     —     

Proceeds from sale of trading securities

     125,412        —     

Proceeds from securities sold, not yet purchased

     86,059        —     

Securities purchased to cover short sales

     (73,250     —     

Decrease in receivables

     17,010        4,131   

Increase in prepaid expenses and other assets

     (10,831     (4,523

(Increase) decrease in real estate held for sale and under development

     (9,378     32,525   

Decrease in accounts payable and accrued expenses

     (47,455     (34,955

Decrease in compensation and employee benefits payable and accrued bonus and profit sharing

     (284,895     (256,597

Increase in income taxes receivable/payable

     (62,527     (28,245

Increase in other liabilities

     5,721        400   

Other operating activities, net

     (871     (718
  

 

 

   

 

 

 

Net cash used in operating activities

     (201,659     (156,390
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Capital expenditures

     (38,705     (47,148

Acquisition of businesses, including net assets acquired, intangibles and goodwill, net of cash acquired

     (183     (41,075

Contributions to unconsolidated subsidiaries

     (48,518     (17,094

Distributions from unconsolidated subsidiaries

     11,583        34,988   

Net proceeds from disposition of real estate held for investment

     —          109,667   

Additions to real estate held for investment

     (2,562     (6,315

Proceeds from the sale of servicing rights and other assets

     13,490        11,416   

Decrease in restricted cash

     2,909        3,974   

Decrease in cash due to deconsolidation of CBRE Clarion U.S., L.P. (see Note 3)

     (73,187     —     

Other investing activities, net

     1,626        (704
  

 

 

   

 

 

 

Net cash (used in) provided by investing activities

     (133,547     47,709   
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Proceeds from senior secured term loans

     —          400,000   

Repayment of senior secured term loans

     (33,966     (19,000

Proceeds from revolving credit facility

     23,222        744,733   

Repayment of revolving credit facility

     (15,230     (652,000

Proceeds from notes payable on real estate held for investment

     4,515        3,551   

Repayment of notes payable on real estate held for investment

     (9,727     (91,471

Proceeds from notes payable on real estate held for sale and under development

     6,146        1,665   

Repayment of notes payable on real estate held for sale and under development

     (1,394     (26,594

Proceeds from short-term borrowings

     4,683        —     

Proceeds from exercise of stock options

     3,137        4,858   

Incremental tax benefit from stock options exercised

     861        14,495   

Non-controlling interests contributions

     15,909        8,630   

Non-controlling interests distributions

     (24,080     (30,679

Payment of financing costs

     (55     (18,454

Other financing activities, net

     (58     (91
  

 

 

   

 

 

 

Net cash (used in) provided by financing activities

     (26,037     339,643   

Effect of currency exchange rate changes on cash and cash equivalents

     (737     14,573   
  

 

 

   

 

 

 

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

     (361,980     245,535   

CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD

     1,093,182        506,574   
  

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS, AT END OF PERIOD

   $ 731,202      $ 752,109   
  

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

    

Cash paid during the period for:

    

Interest

   $ 81,320      $ 68,221   
  

 

 

   

 

 

 

Income tax payments, net

   $ 143,350      $ 95,744   
  

 

 

   

 

 

 

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

 

6


Table of Contents

CBRE GROUP, INC.

CONSOLIDATED STATEMENT OF EQUITY

(Unaudited)

(Dollars in thousands)

 

    CBRE Group, Inc. Shareholders              
    Class A
common
stock
    Additional
paid-in
capital
    Accumulated
earnings
    Accumulated
other
comprehensive
loss
    Non-controlling
interests
    Total  

Balance at December 31, 2011

  $ 3,280      $ 882,141      $ 424,499      $ (158,439   $ 265,682      $ 1,417,163   

Net income

    —          —          102,848        —          2,697        105,545   

Stock options exercised (including tax benefit)

    4        3,994        —          —          —          3,998   

Compensation expense for stock options and non-vested stock awards

    —          22,606        —          —          —          22,606   

Foreign currency translation loss

    —          —          —          (21,272     (387     (21,659

Unrealized losses on interest rate swaps and interest rate caps, net

    —          —          —          (4,360     —          (4,360

Unrealized losses on available for sale securities, net

    —          —          —          (186     —          (186

Contributions from non-controlling interests

    —          —          —          —          15,909        15,909   

Distributions to non-controlling interests

    —          —          —          —          (24,080     (24,080

Deconsolidation of CBRE Clarion U.S., L.P. (see Note 3)

    —          —          —          —          (91,580     (91,580

Other

    (2     (84     —          (167     11,839        11,586   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Balance at June 30, 2012

  $ 3,282      $ 908,657      $ 527,347      $ (184,424   $ 180,080      $ 1,434,942   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

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

 

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CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Basis of Presentation

The accompanying consolidated financial statements of CBRE Group, Inc., a Delaware corporation (which may be referred to in these financial statements as the “company”, “we”, “us” and “our”), 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, but do not include all disclosures required under accounting principles generally accepted in the United States (GAAP) for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments, except as otherwise noted) considered necessary for a fair presentation have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, and reported amounts of revenue and expenses. Such estimates include the value of real estate assets, accounts receivable, investments in unconsolidated subsidiaries and assumptions used in the calculation of income taxes, retirement and other post-employment benefits, among others. These estimates and assumptions are based on management’s best judgment. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including consideration of the current economic environment, and adjusts such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

The results of operations for the three and six months ended June 30, 2012 are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2012. The consolidated financial statements and notes to consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2011, which contains the latest available audited consolidated financial statements and notes thereto, which are as of and for the year ended December 31, 2011.

2. New Accounting Pronouncements

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2011-10, “Property, Plant, and Equipment (Topic 360): Derecognition of in Substance Real Estate – a Scope Clarification.” This ASU requires that a reporting entity that ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt would apply FASB Accounting Standards Codification (ASC) Subtopic 360-20, Property, Plant, and Equipment – Real Estate Sales, to determine whether to derecognize assets and liabilities of that subsidiary. ASU 2011-10 is effective prospectively for a deconsolidation event that takes place in fiscal years, and interim periods within those years, beginning on or after June 15, 2012. We do not believe the adoption of this update will have a material effect on our consolidated financial position or results of operations.

In December 2011, the FASB issued ASU 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.” This ASU adds certain additional disclosure requirements about financial instruments and derivative instruments that are subject to netting arrangements. ASU 2011-11 is effective for fiscal years, and interim periods within those years, beginning after January 1, 2013, with retrospective application required. We do not believe the adoption of this update will have a material impact on the disclosure requirements for our consolidated financial statements.

 

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CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

3. REIM Acquisitions

On February 15, 2011, we announced that we had entered into definitive agreements to acquire the majority of the real estate investment management business of Netherlands-based ING Group N.V. (ING) for approximately $940 million in cash. The acquisitions included substantially all of ING’s Real Estate Investment Management (REIM) operations in Europe and Asia, as well as substantially all of Clarion Real Estate Securities (CRES), its U.S.-based global real estate listed securities business (collectively referred to as ING REIM). On February 15, 2011, we also announced that we expected to acquire approximately $55 million of CRES co-investments from ING and potentially additional interests in other funds managed by ING REIM Europe and ING REIM Asia. Upon completion of the acquisitions (collectively referred to as the REIM Acquisitions), ING REIM became part of our Global Investment Management segment (which conducts business through our indirect wholly-owned subsidiary, CBRE Global Investors, an independently operated business segment). We completed the REIM Acquisitions in order to significantly enhance our ability to meet the needs of institutional investors across global markets with a full spectrum of investment programs and strategies.

We secured borrowings of $800.0 million of term loans to finance the REIM Acquisitions (see Note 10). Of this amount, $400.0 million was drawn on June 30, 2011 to finance the CRES portion of the REIM Acquisitions, which closed on July 1, 2011. On August 31, 2011, we drew down the remaining $400.0 million, part of which was used to finance the ING REIM Asia portion of the REIM Acquisitions, which closed on October 3, 2011, and the remainder, along with cash on hand and borrowings under our revolving credit facility, was used to finance the ING REIM Europe portion of the REIM Acquisitions, which closed on October 31, 2011.

The following represents a summary of the purchase price for the REIM Acquisitions (dollars in thousands):

 

Purchase of CRES on July 1, 2011

   $ 324,072   

Purchase of CRES co-investments on July 1, 2011

     58,566   

Purchase of ING REIM Asia on October 3, 2011

     45,315   

Purchase of ING REIM Europe on October 31, 2011

     442,543   
  

 

 

 

Total purchase price

   $ 870,496   
  

 

 

 

Our initial estimate of $940 million in total purchase price for the REIM Acquisitions has been reduced by approximately $47 million for certain fund and separate account management contracts that were not acquired and for certain balance sheet adjustments. As of June 30, 2012, there is a possibility of an additional closing of approximately $80 million and co-investments of up to $20 million in the future related to our acquisition of ING REIM Europe.

In connection with our acquisition of CRES, we acquired CRES co-investments from ING in three funds (CRES Funds) for an aggregate purchase price of $58.6 million, which has been included above. We determined that the CRES Funds were not variable interest entities and accordingly determined the method of accounting based upon voting control. The limited partners/members of the CRES Funds lack substantive rights that would overcome our presumption of control. Accordingly, we began consolidating the CRES Funds as of the acquisition date of July 1, 2011. Included in the consolidation of the CRES Funds on July 1, 2011 was $182.9 million of non-controlling interests. In connection with the REIM Acquisitions, we also acquired three ING REIM Asia co-investments from ING for an aggregate amount of $13.9 million on October 3, 2011 and several ING REIM Europe co-investments, including one for $7.4 million on October 31, 2011, and nine additional co-investments for an aggregate amount of $34.8 million during the six months ended June 30, 2012.

 

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CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

In January 2012, one of the CRES Funds (CBRE Clarion U.S., L.P.) was converted to a registered mutual fund, the CBRE Clarion Long/Short Fund (the Fund). As a result of this triggering event, we determined that the Fund became a variable interest entity and that we were not the primary beneficiary. Accordingly, in the first quarter of 2012, the Fund was deconsolidated from our consolidated financial statements and we recorded an investment in available for sale securities of $14.3 million. No gain or loss was recognized in our consolidated statement of operations as a result of this deconsolidation. We continue to act as the Fund’s adviser, make investment decisions for the Fund and review, supervise and administer the Fund’s investment program.

The preliminary purchase accounting adjustments related to the REIM Acquisitions have been recorded in the accompanying consolidated financial statements. The excess purchase price over the estimated fair value of net assets acquired has been recorded to goodwill. Given the complexity of the transaction, the calculation of the fair value of certain assets and liabilities acquired, primarily income tax items, is still preliminary. The purchase price allocation is expected to be completed as soon as practicable, but no later than one year from the acquisition date.

Unaudited pro forma results, assuming the REIM Acquisitions had occurred as of January 1, 2011 for purposes of the 2011 pro forma disclosures, are presented below. They include certain adjustments for the three and six months ended June 30, 2011, including $6.4 million and $12.8 million, respectively, of increased amortization expense as a result of intangible assets acquired in the REIM Acquisitions, $8.0 million and $16.2 million, respectively, of additional interest expense as a result of debt incurred to finance the REIM Acquisitions, the removal of $5.1 million and $12.7 million, respectively, of direct costs incurred by us and ING related to the REIM Acquisitions, and the tax impact of the pro forma adjustments. These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what operating results would have been had the REIM Acquisitions occurred on January 1, 2011 and may not be indicative of future operating results (dollars in thousands, except share data):

 

     Three  Months
Ended

June 30, 2011
     Six  Months
Ended

June 30, 2011
 

Revenue

   $ 1,505,281       $ 2,767,756   

Operating income

   $ 147,274       $ 236,242   

Net income attributable to CBRE Group, Inc.

   $ 69,938       $ 112,692   

Basic income per share

   $ 0.22       $ 0.36   

Weighted average shares outstanding for basic income per share

     317,698,275         317,133,967   

Diluted income per share

   $ 0.22       $ 0.35   

Weighted average shares outstanding for diluted income per share

     324,093,042         323,510,069   

4. Variable Interest Entities (VIEs)

A consolidated subsidiary (the Venture) in our Global Investment Management segment has sponsored investments by third-party investors in certain commercial properties through the formation of tenant-in-common limited liability companies and Delaware Statutory Trusts (collectively referred to as the Entities) that are owned by the third-party investors. The Venture also has formed and is a member of a limited liability company for each property that serves as master tenant (Master Tenant). Each Master Tenant leases the property from the Entities through a master lease agreement. Pursuant to the master lease agreements, the Master Tenant has the power to direct the day-to-day asset management activities that most significantly impact the economic performance of the Entities. As a result, the Entities were deemed to be VIEs since the third-party investors holding the equity investment at risk in the Entities do not direct the day-to-day activities that most significantly impact the

 

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CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

economic performance of the properties held by the Entities. An additional Entity was consolidated during the six months ended June 30, 2012. The related real estate assets held for investment were $26.5 million, nonrecourse mortgage notes payable were $15.9 million and non-controlling interests were $10.7 million as of June 30, 2012.

The Venture has made and may continue to make voluntary contributions to each of these properties to support their operations beyond the cash flow generated by the properties themselves. As of the most recent reconsideration date, such financial support has been significant enough that the Venture was deemed to be the primary beneficiary of each Entity. During both the six months ended June 30, 2012 and 2011, the Venture funded $0.2 million of financial support to the Entities.

Operating results relating to the Entities for the three and six months ended June 30, 2012 and 2011 include the following (dollars in thousands):

 

     Three Months Ended
June 30,
     Six Months Ended
June 30,
 
         2012             2011              2012             2011      

Revenue

   $ 3,720      $ 7,253       $ 6,594      $ 15,818   

Operating, administrative and other expenses

   $ 2,359      $ 4,373       $ 4,025      $ 8,088   

Income from discontinued operations, net of income taxes

   $ —        $ 6,267       $ —        $ 16,911   

Net (loss) income attributable to non-controlling interests

   $ (1,170   $ 4,091       $ (2,017   $ 13,068   

Investments in real estate of $86.5 million and $61.3 million and nonrecourse mortgage notes payable of $77.2 million ($17.2 million of which is current) and $60.9 million ($1.2 million of which is current) are included in real estate held for investment and notes payable on real estate, respectively, in the accompanying consolidated balance sheets as of June 30, 2012 and December 31, 2011, respectively. In addition, non-controlling interests of $10.8 million and $1.6 million in the accompanying consolidated balance sheets as of June 30, 2012 and December 31, 2011, respectively, are attributable to the Entities.

We hold variable interests in certain VIEs in our Global Investment Management and Development Services segments which are not consolidated as it was determined that we are not the primary beneficiary. Our involvement with these entities is in the form of equity co-investments and fee arrangements.

As of June 30, 2012 and December 31, 2011, our maximum exposure to loss related to the VIEs which are not consolidated was as follows (dollars in thousands):

 

     June 30, 2012      December 31, 2011  

Investments in unconsolidated subsidiaries

   $ 46,490       $ 15,483   

Available for sale securities

     14,363         —     

Other assets, current

     3,016         —     

Co-investment commitments

     7,303         37,019   
  

 

 

    

 

 

 

Maximum exposure to loss

   $ 71,172       $ 52,502   
  

 

 

    

 

 

 

 

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CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

5. Fair Value Measurements

The “Fair Value Measurements and Disclosures” Topic of the FASB ASC (Topic 820) defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. Topic 820 also establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

 

   

Level 1 – Quoted prices in active markets for identical assets or liabilities.

 

   

Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

   

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

There were no significant transfers in and out of Level 1 and Level 2 during the three and six months ended June 30, 2012 and 2011.

The following tables present the fair value of assets and liabilities measured at fair value on a recurring basis as of June 30, 2012 and December 31, 2011 (dollars in thousands):

 

     As of June 30, 2012  
     Fair Value Measured and Recorded Using         
         Level 1              Level 2              Level 3          Total  

Assets

           

Available for sale securities:

           

U.S. treasury securities

   $ 10,378       $ —         $ —         $ 10,378   

Debt securities issued by U.S. federal agencies

     —           3,158         —           3,158   

Corporate debt securities

     —           8,782         —           8,782   

Asset-backed securities

     —           5,534         —           5,534   

Collateralized mortgage obligations

     —           3,325         —           3,325   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total debt securities

     10,378         20,799         —           31,177   

Equity securities

     26,027         —           —           26,027   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total available for sale securities

     36,405         20,799         —           57,204   

Trading securities

     79,115         —           —           79,115   

Warehouse receivables

     —           423,681         —           423,681   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets at fair value

   $ 115,520       $ 444,480       $ —         $ 560,000   
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities

           

Securities sold, not yet purchased

   $ 63,833       $ —         $ —         $ 63,833   

Interest rate swaps

     —           47,024         —           47,024   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total liabilities at fair value

   $ 63,833       $ 47,024       $ —         $ 110,857   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

     As of December 31, 2011  
     Fair Value Measured and Recorded Using         
         Level 1              Level 2              Level 3          Total  

Assets

           

Available for sale securities:

           

U.S. treasury securities

   $ 6,838       $ —         $ —         $ 6,838   

Debt securities issued by U.S. federal agencies

     —           6,024         —           6,024   

Corporate debt securities

     —           9,969         —           9,969   

Asset-backed securities

     —           5,226         —           5,226   

Collateralized mortgage obligations

     —           3,037         —           3,037   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total debt securities

     6,838         24,256         —           31,094   

Equity securities

     6,301         —           —           6,301   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total available for sale securities

     13,139         24,256         —           37,395   

Trading securities

     151,484         —           —           151,484   

Warehouse receivables

     —           720,061         —           720,061   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total assets at fair value

   $ 164,623       $ 744,317       $ —         $ 908,940   
  

 

 

    

 

 

    

 

 

    

 

 

 

Liabilities

           

Securities sold, not yet purchased

   $ 98,810       $ —         $ —         $ 98,810   

Interest rate swaps

     —           39,872         —           39,872   
  

 

 

    

 

 

    

 

 

    

 

 

 

Total liabilities at fair value

   $ 98,810       $ 39,872       $ —         $ 138,682   
  

 

 

    

 

 

    

 

 

    

 

 

 

Fair value measurements for our available for sale securities are obtained from independent pricing services which utilize observable market data that may include quoted market prices, dealer quotes, market spreads, cash flows, the U.S. treasury yield curve, trading levels, market consensus prepayment speeds, credit information and the instrument’s terms and conditions.

The trading securities and securities sold, not yet purchased are primarily in the United States (U.S.) and are generally valued at the last reported sales price on the day of valuation or, if no sales occurred on the valuation date, at the mean of the bid and asked prices on such date.

The fair values of the warehouse receivables are calculated based on already locked in security buy prices. At June 30, 2012 and December 31, 2011, all of the warehouse receivables included in the accompanying consolidated balance sheets were either under commitment to be purchased by Freddie Mac or had confirmed forward trade commitments for the issuance and purchase of Fannie Mae mortgage backed securities that will be secured by the underlying warehouse lines of credit. These assets are classified as Level 2 in the fair value hierarchy as all inputs are readily observable.

The valuation of interest rate swaps is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate forward curves. To comply with the provisions of Topic 820, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable

 

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CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. In conjunction with our adoption of ASU 2011-04, we made an accounting policy election to measure the credit risk of our derivative financial instruments that are subject to master netting agreements on a net basis by counterparty portfolio. Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, as of June 30, 2012, we have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 in the fair value hierarchy.

There were no significant non-recurring fair value measurements recorded during the three and six months ended June 30, 2012 and 2011.

FASB ASC Topic 825, “Financial Instruments” requires disclosure of fair value information about financial instruments, whether or not recognized in the accompanying consolidated balance sheets. Our financial instruments, excluding those included in the preceding fair value tables above, are as follows:

Cash and Cash Equivalents and Restricted Cash: These balances include cash and cash equivalents as well as restricted cash with maturities of less than three months. The carrying amount approximates fair value due to the short-term maturities of these instruments.

Receivables, less Allowance for Doubtful Accounts: Due to their short-term nature, fair value approximates carrying value.

Short-Term Borrowings: The majority of this balance represents our revolving credit facility and our warehouse lines of credit outstanding for CBRE Capital Markets. Due to the short-term nature and variable interest rates of these instruments, fair value approximates carrying value.

Senior Secured Term Loans: Based upon information from third-party banks (which falls within Level 2 of the fair value hierarchy), the estimated fair value of our senior secured term loans was approximately $1.6 billion at June 30, 2012. Their actual carrying value totaled $1.7 billion at June 30, 2012 (see Note 10).

11.625% Senior Subordinated Notes: Based on dealers’ quotes (which falls within Level 2 of the fair value hierarchy), the estimated fair value of our 11.625% senior subordinated notes was $499.1 million at June 30, 2012. Their actual carrying value totaled $439.7 million at June 30, 2012.

6.625% Senior Notes: Based on dealers’ quotes (which falls within Level 2 of the fair value hierarchy), the estimated fair value of our 6.625% senior notes was $371.4 million at June 30, 2012. Their actual carrying value totaled $350.0 million at June 30, 2012.

Notes Payable on Real Estate: As of June 30, 2012, the carrying value of our notes payable on real estate was $389.5 million (see Note 9). These borrowings mostly have floating interest rates at spreads over a market rate index. It is likely that some portion of our notes payable on real estate have fair values lower than actual carrying values. Given our volume of notes payable and the cost involved in estimating their fair value, we determined it was not practicable to do so. Additionally, only $13.6 million of these notes payable are recourse to us as of June 30, 2012.

 

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CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

6. Investments in Unconsolidated Subsidiaries

Investments in unconsolidated subsidiaries are accounted for under the equity method of accounting. Combined condensed financial information for these entities is as follows (dollars in thousands):

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2012     2011     2012      2011  

Global Investment Management:

         

Revenue

   $ 200,895      $ 158,903      $ 371,615       $ 299,155   

Operating income (loss)

   $ 170,322      $ (8,636   $ 159,848       $ (43,298

Net income (loss)

   $ 93,872      $ (20,102   $ 137,078       $ (70,267

Development Services:

         

Revenue

   $ 23,659      $ 28,167      $ 41,640       $ 47,581   

Operating income

   $ 6,048      $ 37,424      $ 32,480       $ 76,797   

Net (loss) income

   $ (981   $ 26,689      $ 19,971       $ 59,131   

Other:

         

Revenue

   $ 38,456      $ 32,417      $ 69,977       $ 66,802   

Operating income

   $ 4,682      $ 4,643      $ 7,729       $ 8,433   

Net income

   $ 5,533      $ 4,640      $ 8,649       $ 8,499   

Total:

         

Revenue

   $ 263,010      $ 219,487      $ 483,232       $ 413,538   

Operating income

   $ 181,052      $ 33,431      $ 200,057       $ 41,932   

Net income (loss)

   $ 98,424      $ 11,227      $ 165,698       $ (2,637

Our Global Investment Management segment involves investing our own capital in certain real estate investments with clients. We have provided investment management, property management, brokerage and other professional services in connection with these real estate investments on an arm’s length basis and earned revenues from these unconsolidated subsidiaries. We have also provided development, property management and brokerage services to certain of our unconsolidated subsidiaries in our Development Services segment on an arm’s length basis and earned revenues from these unconsolidated subsidiaries.

7. Real Estate and Other Assets Held for Sale and Related Liabilities

Real estate and other assets held for sale include completed real estate projects or land for sale in their present condition that have met all of the “held for sale” criteria of the “Property, Plant and Equipment” Topic of the FASB ASC (Topic 360) and other assets directly related to such projects. Liabilities related to real estate and other assets held for sale have been included as a single line item in the accompanying consolidated balance sheets.

 

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Table of Contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

Real estate and other assets held for sale and related liabilities were as follows (dollars in thousands):

 

     June 30, 2012      December 31, 2011  

Assets:

     

Real estate held for sale (see Note 8)

   $ 13,123       $ 21,833   

Other current assets

     282         531   

Other assets

     262         3,837   
  

 

 

    

 

 

 

Total real estate and other assets held for sale

     13,667         26,201   

Liabilities:

     

Notes payable on real estate held for sale (see Note 9)

     6,727         20,453   

Accounts payable and accrued expenses

     96         891   

Other current liabilities

     60         8   

Other liabilities

     56         130   
  

 

 

    

 

 

 

Total liabilities related to real estate and other assets held for sale

     6,939         21,482   
  

 

 

    

 

 

 

Net real estate and other assets held for sale

   $ 6,728       $ 4,719   
  

 

 

    

 

 

 

8. Real Estate

We provide build-to-suit services for our clients and also develop or purchase certain projects which we intend to sell to institutional investors upon project completion or redevelopment. Therefore, we have ownership of real estate until such projects are sold or otherwise disposed. Certain real estate assets secure the outstanding balances of underlying mortgage or construction loans. Our real estate is reported in our Development Services and Global Investment Management segments and consisted of the following (dollars in thousands):

 

     June 30, 2012      December 31, 2011  

Real estate included in assets held for sale (see Note 7)

   $ 13,123       $ 21,833   

Real estate under development (current)

     37,426         30,617   

Real estate under development (non-current)

     7,813         3,952   

Real estate held for investment (1)

     432,585         403,698   
  

 

 

    

 

 

 

Total real estate (2)

   $ 490,947       $ 460,100   
  

 

 

    

 

 

 

 

(1) Net of accumulated depreciation of $47.5 million and $40.7 million at June 30, 2012 and December 31, 2011, respectively.
(2) Includes balances for lease intangibles and tenant origination costs of $8.4 million and $1.8 million, respectively, at June 30, 2012 and $8.7 million and $2.0 million, respectively, at December 31, 2011. We record lease intangibles and tenant origination costs upon acquiring real estate projects with in-place leases. The balances are shown net of amortization, which is recorded as an increase to, or a reduction of, rental income for lease intangibles and as amortization expense for tenant origination costs.

 

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Table of Contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

9. Notes Payable on Real Estate

We had loans secured by real estate, which consisted of the following (dollars in thousands):

 

     June 30, 2012      December 31, 2011  

Current portion of notes payable on real estate

   $ 139,410       $ 146,120   

Notes payable on real estate included in liabilities related to real estate and other assets held for sale (see Note 7)

     6,727         20,453   
  

 

 

    

 

 

 

Total notes payable on real estate, current portion

     146,137         166,573   

Notes payable on real estate, non-current portion

     243,334         206,339   
  

 

 

    

 

 

 

Total notes payable on real estate

   $ 389,471       $ 372,912   
  

 

 

    

 

 

 

At both June 30, 2012 and December 31, 2011, $11.2 million of the non-current portion of notes payable on real estate and $2.4 million of the current portion of notes payable on real estate were recourse to us, beyond being recourse to the single-purpose entity that held the real estate asset and was the primary obligor on the note payable.

10. Debt

Since 2001, we have maintained credit facilities with Credit Suisse Group AG (CS) and other lenders to fund strategic acquisitions and to provide for our working capital needs. On November 10, 2010, we entered into a new credit agreement (as amended, the Credit Agreement) with a syndicate of banks led by CS, as administrative and collateral agent, to completely refinance our previous credit facilities. On March 4, 2011, we entered into an amendment to our Credit Agreement to, among other things, increase flexibility to various covenants to accommodate the REIM Acquisitions and to maintain the availability of the $800.0 million incremental facility under the Credit Agreement. On March 4, 2011, we also entered into an incremental assumption agreement to allow for the establishment of new tranche C and tranche D term loan facilities. On November 10, 2011, we entered into an incremental assumption agreement led jointly by HSBC Bank USA, N.A. and J.P. Morgan Securities LLC to allow for the establishment of a new tranche A-1 term loan facility, which also reduced the $800.0 million incremental facility under the Credit Agreement.

As of June 30, 2012, our Credit Agreement provides for the following: (1) a $700.0 million revolving credit facility, including revolving credit loans, letters of credit and a swingline loan facility, maturing on May 10, 2015; (2) a $350.0 million tranche A term loan facility requiring quarterly principal payments, which began on December 31, 2010 and continue through September 30, 2015, with the balance payable on November 10, 2015; (3) a £187.0 million (approximately $300.0 million) tranche A-1 term loan facility requiring quarterly principal payments, which began on December 30, 2011 and continue through March 31, 2016, with the balance payable on May 10, 2016; (4) a $300.0 million tranche B term loan facility requiring quarterly principal payments, which began on December 31, 2010 and continue through September 30, 2016, with the balance payable on November 10, 2016; (5) a $400.0 million tranche C term loan facility requiring quarterly principal payments, which began on September 30, 2011 and continue through December 31, 2017, with the balance payable on March 4, 2018; (6) a $400.0 million tranche D term loan facility requiring quarterly principal payments, which began on September 30, 2011 and continue through June 30, 2019, with the balance payable on September 4, 2019 and (7) an accordion provision which provides the ability to borrow additional funds under an incremental facility. The incremental facility is equivalent to the sum of $800.0 million and the aggregate amount of all repayments of term loans and permanent reductions of revolver commitments under the Credit Agreement.

 

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However, at no time may the sum of all outstanding amounts under the Credit Agreement exceed $2.95 billion. On November 10, 2011, we utilized the incremental facility to issue the tranche A-1 term loan facility.

In regards to the tranche C and tranche D term loan facilities, we had up to 180 days from the date we entered into the related incremental assumption agreement to draw on these facilities during which period we were required to pay a fee on the unused portions of each facility. On June 30, 2011, we drew down $400.0 million of the tranche D term loan facility to finance the CRES portion of the REIM Acquisitions, which closed on July 1, 2011. On August 31, 2011, we drew down $400.0 million of the tranche C term loan facility, part of which was used to finance the ING REIM Asia portion of the REIM Acquisitions, which closed on October 3, 2011. The remaining borrowings were used to finance the acquisition of ING REIM’s operations in Europe, which closed on October 31, 2011.

The revolving credit facility allows for borrowings outside of the U.S., with sub-facilities of $5.0 million available to one of our Canadian subsidiaries, $35.0 million in aggregate available to one of our Australian and one of our New Zealand subsidiaries and $50.0 million available to one of our U.K. subsidiaries. Additionally, outstanding borrowings under these sub-facilities may be up to 5.0% higher as allowed under the currency fluctuation provision in the Credit Agreement. Borrowings under the revolving credit facility as of June 30, 2012 bear interest at varying rates, based at our option, on either the applicable fixed rate plus 1.65% to 3.15% or the daily rate plus 0.65% to 2.15% as determined by reference to our ratio of total debt less available cash to EBITDA (as defined in the Credit Agreement). As of June 30, 2012 and December 31, 2011, we had $52.8 million and $44.8 million, respectively, of revolving credit facility principal outstanding with related weighted average interest rates of 3.7% and 4.3%, respectively, which are included in short-term borrowings in the accompanying consolidated balance sheets. As of June 30, 2012, letters of credit totaling $17.2 million were outstanding under the revolving credit facility. These letters of credit were primarily issued in the normal course of business as well as in connection with certain insurance programs and reduce the amount we may borrow under the revolving credit facility.

Borrowings under the term loan facilities as of June 30, 2012 bear interest, based at our option, on the following: for the tranche A and A-1 term loan facilities, on either the applicable fixed rate plus 2.00% to 3.75% or the daily rate plus 1.00% to 2.75%, as determined by reference to our ratio of total debt less available cash to EBITDA (as defined in the Credit Agreement), for the tranche B term loan facility, on either the applicable fixed rate plus 3.25% or the daily rate plus 2.25%, for the tranche C term loan facility, on either the applicable fixed rate plus 3.25% or the daily rate plus 2.25% and for the tranche D term loan facility, on either the applicable fixed rate plus 3.50% or the daily rate plus 2.50%. As of June 30, 2012 and December 31, 2011, we had $288.8 million and $306.3 million, respectively, of tranche A term loan facility principal outstanding, $277.3 million and $285.1 million, respectively, of tranche A-1 term loan facility principal outstanding, $294.7 million and $296.3 million, respectively, of tranche B term loan facility principal outstanding, $396.0 million and $398.0 million, respectively, of tranche C term loan facility principal outstanding and $396.0 million and $398.0 million, respectively, of tranche D term loan facility principal outstanding, which are included in the accompanying consolidated balance sheets.

In March 2011, we entered into five interest rate swap agreements, all with effective dates in October 2011, and immediately designated them as cash flow hedges in accordance with FASB ASC Topic 815, “Derivatives and Hedging.” The purpose of these interest rate swap agreements is to hedge potential changes to our cash flows due to the variable interest nature of our senior secured term loan facilities. The total notional amount of these interest rate swap agreements is $400.0 million, with $200.0 million expiring in October 2017 and $200.0 million expiring in September 2019. There was no hedge ineffectiveness for the three and six months ended June 30, 2012 and 2011. We recorded net losses of $9.2 million and $7.1 million, respectively, during the three and six

 

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months ended June 30, 2012 and $13.2 million and $11.5 million, respectively, during the three and six months ended June 30, 2011 to other comprehensive loss in relation to these interest rate swap agreements. As of June 30, 2012 and December 31, 2011, the fair values of these interest rate swap agreements were reflected as a $47.0 million liability and a $39.9 million liability, respectively, and were included in other long-term liabilities in the accompanying consolidated balance sheets.

The Credit Agreement is jointly and severally guaranteed by us and substantially all of our domestic subsidiaries. Borrowings under our Credit Agreement are secured by a pledge of substantially all of the capital stock of our U.S. subsidiaries and 65.0% of the capital stock of certain non-U.S. subsidiaries. Also, the Credit Agreement requires us to pay a fee based on the total amount of the revolving credit facility commitment.

Our Credit Agreement and the indentures governing our 6.625% senior notes and 11.625% senior subordinated notes contain numerous restrictive covenants that, among other things, limit our ability to incur additional indebtedness, pay dividends or make distributions to stockholders, repurchase capital stock or debt, make investments, sell assets or subsidiary stock, create or permit liens on assets, engage in transactions with affiliates, enter into sale/leaseback transactions, issue subsidiary equity and enter into consolidations or mergers. Our Credit Agreement also currently requires us to maintain a minimum coverage ratio of EBITDA (as defined in the Credit Agreement) to total interest expense of 2.25x and a maximum leverage ratio of total debt less available cash to EBITDA (as defined in the Credit Agreement) of 3.75x. Our coverage ratio of EBITDA to total interest expense was 11.13x for the trailing twelve months ended June 30, 2012 and our leverage ratio of total debt less available cash to EBITDA was 1.76x as of June 30, 2012.

11. Commitments and Contingencies

We are a party to a number of pending or threatened lawsuits arising out of, or incident to, our ordinary course of business. Our management believes that any losses in excess of the amounts accrued arising from such lawsuits are remote, but that litigation is inherently uncertain and there is the potential for a material adverse effect on our financial statements if one or more matters are resolved in a particular period in an amount in excess of that anticipated by management.

We had outstanding letters of credit totaling $16.6 million as of June 30, 2012, excluding letters of credit for which we have outstanding liabilities already accrued on our consolidated balance sheet related to our subsidiaries’ outstanding reserves for claims under certain insurance programs as well as letters of credit related to operating leases. These letters of credit are primarily executed by us in the ordinary course of business and expire at varying dates through July 2013.

We had guarantees totaling $33.3 million as of June 30, 2012, excluding guarantees related to pension liabilities, consolidated indebtedness and other obligations for which we have outstanding liabilities already accrued on our consolidated balance sheet, and operating leases. The $33.3 million primarily consists of guarantees related to our defined benefit pension plans in the United Kingdom (U.K.) (in excess of our outstanding pension liability of $60.6 million as of June 30, 2012), which are continuous guarantees that will not expire until all amounts have been paid out for our pension liabilities. The remainder of the guarantees mainly represents guarantees of obligations of unconsolidated subsidiaries, which expire at varying dates through May 2014, as well as various guarantees of management contracts in our operations overseas, which expire at the end of each of the respective agreements.

In addition, as of June 30, 2012, we had numerous completion and budget guarantees relating to development projects. These guarantees are made by us in the ordinary course of our Development Services

 

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business. Each of these guarantees requires us to complete construction of the relevant project within a specified timeframe and/or within a specified budget, with us potentially being liable for costs to complete in excess of such timeframe or budget. However, we generally have “guaranteed maximum price” contracts with reputable general contractors with respect to projects for which we provide these guarantees. These contracts are intended to pass the risk to such contractors. While there can be no assurance, we do not expect to incur any material losses under these guarantees.

In January 2008, CBRE Multifamily Capital, Inc. (CBRE MCI), a wholly-owned subsidiary of CBRE Capital Markets, Inc., entered into an agreement with Fannie Mae, under Fannie Mae’s DUS Lender Program (DUS Program), to provide financing for multifamily housing with five or more units. Under the DUS Program, CBRE MCI originates, underwrites, closes and services loans without prior approval by Fannie Mae, and in selected cases, is subject to sharing up to one-third of any losses on loans originated under the DUS Program. CBRE MCI has funded loans subject to such loss sharing arrangements with unpaid principal balances of $4.3 billion at June 30, 2012. Additionally, CBRE MCI has funded loans under the DUS Program that are not subject to loss sharing arrangements with unpaid principal balances of approximately $514.0 million at June 30, 2012. CBRE MCI, under its agreement with Fannie Mae, must post cash reserves under formulas established by Fannie Mae to provide for sufficient capital in the event losses occur. As of June 30, 2012 and December 31, 2011, CBRE MCI had $6.5 million and $4.6 million, respectively, of cash deposited under this reserve arrangement, and had provided approximately $8.0 million and $6.4 million, respectively, of loan loss accruals. Fannie Mae’s recourse under the DUS Program is limited to the assets of CBRE MCI, which totaled approximately $254.7 million (including $164.2 million of warehouse receivables, a substantial majority of which are pledged against warehouse lines of credit and are therefore not available to Fannie Mae) at June 30, 2012.

An important part of the strategy for our Global Investment Management business involves investing our capital in certain real estate investments with our clients. These co-investments typically range from 2.0% to 5.0% of the equity in a particular fund. As of June 30, 2012, we had aggregate commitments of $30.3 million to fund future co-investments.

Additionally, an important part of our Development Services business strategy is to invest in unconsolidated real estate subsidiaries as a principal (in most cases co-investing with our clients). As of June 30, 2012, we had committed to fund $15.5 million of additional capital to these unconsolidated subsidiaries.

 

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CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

12. Income Per Share Information

The following is a calculation of income per share (dollars in thousands, except share data):

 

    Three Months Ended
June 30,
    Six Months Ended
June 30,
 
    2012     2011     2012     2011  

Computation of basic income per share attributable to CBRE Group, Inc. shareholders:

       

Net income attributable to CBRE Group, Inc. shareholders

  $ 75,873      $ 61,223      $ 102,848      $ 95,592   

Weighted average shares outstanding for basic income per share

    320,852,344        317,698,275        320,761,873        317,133,967   
 

 

 

   

 

 

   

 

 

   

 

 

 

Basic income per share attributable to CBRE Group, Inc. shareholders

  $ 0.24      $ 0.19      $ 0.32      $ 0.30   
 

 

 

   

 

 

   

 

 

   

 

 

 

 

    Three Months Ended
June 30,
    Six Months Ended
June 30,
 
    2012     2011     2012     2011  

Computation of diluted income per share attributable to CBRE Group, Inc. shareholders:

       

Net income attributable to CBRE Group, Inc. shareholders

  $ 75,873      $ 61,223      $ 102,848      $ 95,592   

Weighted average shares outstanding for basic income per share

    320,852,344        317,698,275        320,761,873        317,133,967   

Dilutive effect of contingently issuable shares

    3,520,310        4,040,084        3,376,807        3,776,379   

Dilutive effect of stock options

    1,709,027        2,354,683        1,771,594        2,599,723   
 

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding for diluted income per share

    326,081,681        324,093,042        325,910,274        323,510,069   
 

 

 

   

 

 

   

 

 

   

 

 

 

Diluted income per share attributable to CBRE Group, Inc. shareholders

  $ 0.23      $ 0.19      $ 0.32      $ 0.30   
 

 

 

   

 

 

   

 

 

   

 

 

 

For the three and six months ended June 30, 2012, 47,974 and 43,494 contingently issuable shares, respectively, were excluded from the computation of diluted earnings per share because their inclusion would have had an anti-dilutive effect. For the three and six months ended June 30, 2012, options to purchase 103,423 shares of common stock were excluded from the computation of diluted earnings per share because their inclusion would have had an anti-dilutive effect.

For the three and six months ended June 30, 2011, options to purchase 55,587 shares of common stock were excluded from the computation of diluted earnings per share because their inclusion would have had an anti-dilutive effect.

 

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13. Pensions

We have two contributory defined benefit pension plans in the U.K., which we acquired in connection with previous acquisitions. Our subsidiaries based in the U.K. maintain the plans to provide retirement benefits to existing and former employees participating in these plans. During 2007, we reached agreements with the active members of these plans to freeze future pension plan benefits. In return, the active members became eligible to enroll in the CBRE Group Personal Pension Plan, a defined contribution plan in the U.K.

Net periodic pension cost consisted of the following (dollars in thousands):

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
         2012             2011             2012             2011      

Interest cost

   $ 3,898      $ 4,209      $ 7,758      $ 8,322   

Expected return on plan assets

     (3,635     (4,337     (7,234     (8,573

Amortization of unrecognized net loss

     587        345        1,168        682   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net periodic pension cost

   $ 850      $ 217      $ 1,692      $ 431   
  

 

 

   

 

 

   

 

 

   

 

 

 

We contributed $1.4 million and $2.9 million to fund our pension plans during the three and six months ended June 30, 2012, respectively. We expect to contribute a total of $5.9 million to fund our pension plans for the year ending December 31, 2012.

14. Discontinued Operations

In the ordinary course of business, we dispose of real estate assets, or hold real estate assets for sale, that may be considered components of an entity in accordance with Topic 360. If we do not have, or expect to have, significant continuing involvement with the operation of these real estate assets after disposition, we are required to recognize operating profits or losses and gains or losses on disposition of these assets as discontinued operations in our consolidated statements of operations in the periods in which they occur. Real estate operations and dispositions accounted for as discontinued operations for the three and six months ended June 30, 2011 were reported in our Global Investment Management segment as follows (dollars in thousands):

 

     Three Months  Ended
June 30,
     Six Months  Ended
June 30,
 
     2011      2011  

Revenue

   $ 1,355       $ 2,385   

Costs and expenses:

     

Operating, administrative and other

     852         1,234   

Depreciation and amortization

     234         525   
  

 

 

    

 

 

 

Total costs and expenses

     1,086         1,759   

Gain on disposition of real estate

     6,601         17,638   
  

 

 

    

 

 

 

Operating income

     6,870         18,264   

Interest expense

     603         1,353   
  

 

 

    

 

 

 

Income from discontinued operations, before provision for income taxes

     6,267         16,911   

Provision for income taxes

     —           —     
  

 

 

    

 

 

 

Income from discontinued operations, net of income taxes

     6,267         16,911   

Less: Income from discontinued operations attributable to non-controlling interests

     6,267         16,911   
  

 

 

    

 

 

 

Income from discontinued operations attributable to CBRE Group, Inc.

   $ —         $ —     
  

 

 

    

 

 

 

 

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(Unaudited)

 

15. Industry Segments

We report our operations through the following segments: (1) Americas, (2) EMEA, (3) Asia Pacific, (4) Global Investment Management and (5) Development Services.

The Americas segment is our largest segment of operations and provides a comprehensive range of services throughout the U.S. and in the largest regions of Canada and key markets in Latin America. The primary services offered consist of the following: real estate services, mortgage loan origination and servicing, valuation services, asset services and corporate services.

Our EMEA and Asia Pacific segments provide services similar to the Americas business segment. The EMEA segment has operations primarily in Europe, while the Asia Pacific segment has operations primarily in Asia, Australia and New Zealand.

Our Global Investment Management business provides investment management services to clients seeking to generate returns and diversification through direct and indirect investments in real estate in North America, Europe and Asia.

Our Development Services business consists of real estate development and investment activities primarily in the U.S.

Summarized financial information by segment is as follows (dollars in thousands):

 

     Three Months Ended
June 30,
     Six Months Ended
June 30,
 
     2012      2011      2012      2011  

Revenue

           

Americas

   $ 1,014,193       $ 897,828       $ 1,859,519       $ 1,647,943   

EMEA

     248,244         261,087         445,630         466,055   

Asia Pacific

     201,245         188,546         368,446         349,046   

Global Investment Management

     119,674         57,554         244,874         107,876   

Development Services

     17,761         17,203         32,637         36,403   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 1,601,117       $ 1,422,218       $ 2,951,106       $ 2,607,323   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

     Three Months Ended
June 30,
     Six Months Ended
June 30,
 
     2012      2011      2012      2011  

EBITDA

           

Americas

   $ 149,318       $ 115,375       $ 250,555       $ 193,503   

EMEA

     15,745         21,375         8,648         24,381   

Asia Pacific

     23,316         17,437         25,599         29,879   

Global Investment Management

     20,674         2,470         55,267         8,460   

Development Services

     2,762         9,438         12,269         22,916   
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 211,815       $ 166,095       $ 352,338       $ 279,139   
  

 

 

    

 

 

    

 

 

    

 

 

 

EBITDA represents earnings before net interest expense, income taxes, depreciation and amortization. Our management believes EBITDA is useful in evaluating our operating performance compared to that of other companies in our industry because the calculation of EBITDA generally eliminates the effects of financing and

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

income taxes and the accounting effects of capital spending and acquisitions, which would include impairment charges of goodwill and intangibles created from acquisitions. Such items may vary for different companies for reasons unrelated to overall operating performance. As a result, our management uses EBITDA as a measure to evaluate the operating performance of our various business segments and for other discretionary purposes, including as a significant component when measuring our operating performance under our employee incentive programs. Additionally, we believe EBITDA is useful to investors to assist them in getting a more complete picture of our results from operations.

However, EBITDA is not a recognized measurement under GAAP and when analyzing our operating performance, readers should use EBITDA in addition to, and not as an alternative for, net income as determined in accordance with GAAP. Because not all companies use identical calculations, our presentation of EBITDA may not be comparable to similarly titled measures of other companies. Furthermore, EBITDA is not intended to be a measure of free cash flow for our management’s discretionary use, as it does not consider certain cash requirements such as tax and debt service payments. The amounts shown for EBITDA also differ from the amounts calculated under similarly titled definitions in our debt instruments, which are further adjusted to reflect certain other cash and non-cash charges and are used to determine compliance with financial covenants and our ability to engage in certain activities, such as incurring additional debt and making certain restricted payments.

 

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Net interest expense has been expensed in the segment incurred. Provision for (benefit of) income taxes has been allocated among our segments by using applicable U.S. and foreign effective tax rates. EBITDA for our segments is calculated as follows (dollars in thousands):

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
     2012     2011     2012     2011  

Americas

        

Net income attributable to CBRE Group, Inc.

   $ 60,664      $ 52,015      $ 94,231      $ 81,524   

Add:

        

Depreciation and amortization

     19,485        14,831        37,811        27,662   

Interest expense

     35,363        25,740        70,964        51,572   

Royalty and management service income

     (7,241     (6,895     (13,858     (13,515

Provision for income taxes

     41,964        30,951        63,717        49,327   

Less:

        

Interest income

     917        1,267        2,310        3,067   
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

   $ 149,318      $ 115,375      $ 250,555      $ 193,503   
  

 

 

   

 

 

   

 

 

   

 

 

 

EMEA

        

Net income (loss) attributable to CBRE Group, Inc.

   $ 8,313      $ 10,541      $ (1,063   $ 10,392   

Add:

        

Depreciation and amortization

     3,202        2,253        6,493        4,515   

Interest expense

     2,095        18        4,563        157   

Royalty and management service expense

     3,176        3,422        5,784        6,153   

Provision for income taxes

     3,544        5,248        2,134        3,788   

Less:

        

Interest income

     4,585        107        9,263        624   
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

   $ 15,745      $ 21,375      $ 8,648      $ 24,381   
  

 

 

   

 

 

   

 

 

   

 

 

 

Asia Pacific

        

Net income attributable to CBRE Group, Inc.

   $ 10,804      $ 6,186      $ 7,669      $ 9,087   

Add:

        

Depreciation and amortization

     2,814        1,988        5,553        3,971   

Interest expense

     1,203        809        2,064        1,229   

Royalty and management service expense

     4,034        3,239        7,996        6,846   

Provision for income taxes

     4,834        5,745        2,835        9,535   

Less:

        

Interest income

     373        530        518        789   
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

   $ 23,316      $ 17,437      $ 25,599      $ 29,879   
  

 

 

   

 

 

   

 

 

   

 

 

 

Global Investment Management

        

Net (loss) income attributable to CBRE Group, Inc.

   $ (1,925   $ (9,777   $ 1,666      $ (12,232

Add:

        

Depreciation and amortization (1)

     10,054        3,405        29,279        7,191   

Interest expense (2)

     7,460        5,688        13,819        10,453   

Royalty and management service expense

     31        234        78        516   

Provision for income taxes

     5,293        3,093        10,945        2,933   

Less:

        

Interest income

     239        173        520        401   
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA (3)

   $ 20,674      $ 2,470      $ 55,267      $ 8,460   
  

 

 

   

 

 

   

 

 

   

 

 

 

Development Services

        

Net (loss) income attributable to CBRE Group, Inc.

   $ (1,983   $ 2,258      $ 345      $ 6,821   

Add:

        

Depreciation and amortization

     2,781        3,142        5,657        5,749   

Interest expense

     2,939        2,753        5,911        6,240   

(Benefit of) provision for income taxes

     (855     1,299        562        4,159   

Less:

        

Interest income

     120        14        206        53   
  

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA

   $ 2,762      $ 9,438      $ 12,269      $ 22,916   
  

 

 

   

 

 

   

 

 

   

 

 

 

 

25


Table of Contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

 

(1) Includes depreciation and amortization related to discontinued operations of $0.2 million and $0.5 million for the three and six months ended June 30, 2011, respectively.
(2) Includes interest expense related to discontinued operations of $0.6 million and $1.4 million for the three and six months ended June 30, 2011, respectively.
(3) Includes EBITDA related to discontinued operations of $0.8 million and $1.9 million for the three and six months ended June 30, 2011, respectively.

16. Guarantor and Nonguarantor Financial Statements

The following condensed consolidating financial information includes:

(1) Condensed consolidating balance sheets as of June 30, 2012 and December 31, 2011; condensed consolidating statements of operations for the three and six months ended June 30, 2012 and 2011; condensed consolidating statements of comprehensive income for the three and six months ended June 30, 2012 and 2011; and condensed consolidating statements of cash flows for the six months ended June 30, 2012 and 2011, of (a) CBRE Group, Inc. as the parent, (b) CBRE Services, Inc. (CBRE) as the subsidiary issuer, (c) the guarantor subsidiaries, (d) the nonguarantor subsidiaries and (e) CBRE Group, Inc. on a consolidated basis; and

(2) Elimination entries necessary to consolidate CBRE Group, Inc. as 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 intercompany balances and transactions.

 

26


Table of Contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF JUNE 30, 2012

(Dollars in thousands)

 

    Parent     CBRE     Guarantor
Subsidiaries
    Nonguarantor
Subsidiaries
    Elimination     Consolidated
Total
 

Current Assets:

           

Cash and cash equivalents

  $ 5      $ 94,893      $ 283,381      $ 352,923      $ —        $ 731,202   

Restricted cash

    —          4,855        26,046        33,427        —          64,328   

Receivables, net

    —          —          458,953        634,011        —          1,092,964   

Warehouse receivables (a)

    —          —          423,681        —          —          423,681   

Trading securities

    —          —          96        79,019        —          79,115   

Income taxes receivable

    7,679        10,196        —          33,039        (2,500     48,414   

Prepaid expenses

    —          2,229        44,660        63,649        —          110,538   

Deferred tax assets, net

    —          —          144,473        28,738        —          173,211   

Real estate under development

    —          —          —          37,426        —          37,426   

Real estate and other assets held for sale

    —          —          —          13,667        —          13,667   

Available for sale securities

    —          —          2,068        —          —          2,068   

Other current assets

    —          —          35,172        16,912        —          52,084   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Current Assets

    7,684        112,173        1,418,530        1,292,811        (2,500     2,828,698   

Property and equipment, net

    —          —          203,117        96,193        —          299,310   

Goodwill

    —          —          1,005,003        811,037        —          1,816,040   

Other intangible assets, net

    —          —          517,518        267,261        —          784,779   

Investments in unconsolidated subsidiaries

    —          —          119,532        90,583        —          210,115   

Investments in consolidated subsidiaries

    1,627,847        2,089,599        1,216,333        —          (4,933,779     —     

Intercompany loan receivable

    —          1,613,525        700,000        —          (2,313,525     —     

Real estate under development

    —          —          —          7,813        —          7,813   

Real estate held for investment

    —          —          4,007        428,578        —          432,585   

Available for sale securities

    —          —          52,280        2,856        —          55,136   

Other assets, net

    —          45,270        48,166        48,483        —          141,919   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Assets

  $ 1,635,531      $ 3,860,567      $ 5,284,486      $ 3,045,615      $ (7,249,804   $ 6,576,395   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Current Liabilities:

           

Accounts payable and accrued expenses

  $ —        $ 9,609      $ 117,950      $ 368,568      $ —        $ 496,127   

Compensation and employee benefits payable

    —          626        241,146        157,444        —          399,216   

Accrued bonus and profit sharing

    —          —          165,375        119,354        —          284,729   

Securities sold, not yet purchased

    —          —          —          63,833        —          63,833   

Income taxes payable

    —          —          2,500        —          (2,500     —     

Short-term borrowings:

           

Warehouse lines of credit (a)

    —          —          417,245        —          —          417,245   

Revolving credit facility

    —          10,214        —          42,624        —          52,838   

Other

    —          —          16        4,676        —          4,692   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total short-term borrowings

    —          10,214        417,261        47,300        —          474,775   

Current maturities of long-term debt

    —          46,000        —          22,060        —          68,060   

Notes payable on real estate

    —          —          —          139,410        —          139,410   

Liabilities related to real estate and other assets held for sale

    —          —          —          6,939        —          6,939   

Other current liabilities

    —          —          43,480        1,889        —          45,369   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Current Liabilities

    —          66,449        987,712        926,797        (2,500     1,978,458   

Long-Term Debt:

           

Senior secured term loans

    —          1,329,500        —          255,274        —          1,584,774   

11.625% senior subordinated notes, net

    —          439,747        —          —          —          439,747   

6.625% senior notes

    —          350,000        —          —          —          350,000   

Other long-term debt

    —          —          —          57        —          57   

Intercompany loan payable

    380,669        —          1,863,652        69,204        (2,313,525     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Long-Term Debt

    380,669        2,119,247        1,863,652        324,535        (2,313,525     2,374,578   

Notes payable on real estate

    —          —          —          243,334        —          243,334   

Deferred tax liabilities, net

    —          —          143,425        15,282        —          158,707   

Non-current tax liabilities

    —          —          81,426        4,636        —          86,062   

Pension liability

    —          —          —          60,627        —          60,627   

Other liabilities

    —          47,024        118,672        73,991        —          239,687   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities

    380,669        2,232,720        3,194,887        1,649,202        (2,316,025     5,141,453   

Commitments and contingencies

    —          —          —          —          —          —     

Equity:

           

CBRE Group, Inc. Stockholders’ Equity

    1,254,862        1,627,847        2,089,599        1,216,333        (4,933,779     1,254,862   

Non-controlling interests

    —          —          —          180,080        —          180,080   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Equity

    1,254,862        1,627,847        2,089,599        1,396,413        (4,933,779     1,434,942   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities and Equity

  $ 1,635,531      $ 3,860,567      $ 5,284,486      $ 3,045,615      $ (7,249,804   $ 6,576,395   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) Although CBRE Capital Markets is included among our domestic subsidiaries, which jointly and severally guarantee our 11.625% senior subordinated notes, our 6.625% senior notes and our Credit Agreement, a substantial majority of warehouse receivables funded under the Bank of America (BofA), Fannie Mae As Soon As Pooled (ASAP) Program, Kemps Landing Capital Company, LLC (Kemps Landing), JP Morgan Chase Bank, N.A. (JP Morgan) and TD Bank, N.A. (TD Bank) lines of credit are pledged to BofA, Fannie Mae, Kemps Landing, JP Morgan and TD Bank, and accordingly, are not included as collateral for these notes or our other outstanding debt.

 

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Table of Contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2011

(Dollars in thousands)

 

    Parent     CBRE     Guarantor
Subsidiaries
    Nonguarantor
Subsidiaries
    Elimination     Consolidated
Total
 

Current Assets:

           

Cash and cash equivalents

  $ 5      $ 298,370      $ 375,176      $ 419,631      $ —        $ 1,093,182   

Restricted cash

    —          4,845        21,827        40,466        —          67,138   

Receivables, net

    —          —          405,902        729,469        —          1,135,371   

Warehouse receivables (a)

    —          —          720,061        —          —          720,061   

Trading securities

    —          —          83        151,401        —          151,484   

Income taxes receivable

    15,526        6,879        —          3,669        (26,074     —     

Prepaid expenses

    —          —          46,040        65,839        —          111,879   

Deferred tax assets, net

    —          —          143,065        25,874        —          168,939   

Real estate under development

    —          —          —          30,617        —          30,617   

Real estate and other assets held for sale

    —          —          —          26,201        —          26,201   

Available for sale securities

    —          —          2,790        —          —          2,790   

Other current assets

    —          —          26,468        15,917        —          42,385   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Current Assets

    15,531        310,094        1,741,412        1,509,084        (26,074     3,550,047   

Property and equipment, net

    —          —          202,674        92,814        —          295,488   

Goodwill

    —          —          1,004,875        823,532        —          1,828,407   

Other intangible assets, net

    —          —          510,219        284,106        —          794,325   

Investments in unconsolidated subsidiaries

    —          —          105,664        61,168        —          166,832   

Investments in consolidated subsidiaries

    1,432,638        1,832,044        1,211,409        —          (4,476,091     —     

Intercompany loan receivable

    —          1,490,897        700,000        34,378        (2,225,275     —     

Real estate under development

    —          —          693        3,259        —          3,952   

Real estate held for investment

    —          —          4,007        399,691        —          403,698   

Available for sale securities

    —          —          34,605        —          —          34,605   

Other assets, net

    —          49,389        48,603        43,797        —          141,789   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Assets

  $ 1,448,169      $ 3,682,424      $ 5,564,161      $ 3,251,829      $ (6,727,440   $ 7,219,143   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Current Liabilities:

           

Accounts payable and accrued expenses

  $ —        $ 11,674      $ 151,260      $ 411,202      $ —        $ 574,136   

Compensation and employee benefits payable

    —          626        208,692        189,370        —          398,688   

Accrued bonus and profit sharing

    —          —          308,748        235,880        —          544,628   

Securities sold, not yet purchased

    —          —          —          98,810        —          98,810   

Income taxes payable

    —          —          54,442        —          (26,074     28,368   

Short-term borrowings:

           

Warehouse lines of credit (a)

    —          —          713,362        —          —          713,362   

Revolving credit facility

    —          10,098        —          34,727        —          44,825   

Other

    —          —          16        —          —          16   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total short-term borrowings

    —          10,098        713,378        34,727        —          758,203   

Current maturities of long-term debt

    —          46,000        —          21,838        —          67,838   

Notes payable on real estate

    —          —          —          146,120        —          146,120   

Liabilities related to real estate and other assets held for sale

    —          —          —          21,482        —          21,482   

Other current liabilities

    —          —          39,885        2,490        —          42,375   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Current Liabilities

    —          68,398        1,476,405        1,161,919        (26,074     2,680,648   

Long-Term Debt:

           

Senior secured term loans

    —          1,352,500        —          263,273        —          1,615,773   

11.625% senior subordinated notes, net

    —          439,016        —          —          —          439,016   

6.625% senior notes

    —          350,000        —          —          —          350,000   

Other long-term debt

    —          —          —          59        —          59   

Intercompany loan payable

    296,688        —          1,928,587        —          (2,225,275     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Long-Term Debt

    296,688        2,141,516        1,928,587        263,332        (2,225,275     2,404,848   

Notes payable on real estate

    —          —          —          206,339        —          206,339   

Deferred tax liabilities, net

    —          —          135,500        13,469        —          148,969   

Non-current tax liabilities

    —          —          77,595        2,332        —          79,927   

Pension liability

    —          —          —          60,860        —          60,860   

Other liabilities

    —          39,872        114,030        66,487        —          220,389   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities

    296,688        2,249,786        3,732,117        1,774,738        (2,251,349     5,801,980   

Commitments and contingencies

    —          —          —          —          —          —     

Equity:

           

CBRE Group, Inc. Stockholders’ Equity

    1,151,481        1,432,638        1,832,044        1,211,409        (4,476,091     1,151,481   

Non-controlling interests

    —          —          —          265,682        —          265,682   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Equity

    1,151,481        1,432,638        1,832,044        1,477,091        (4,476,091     1,417,163   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total Liabilities and Equity

  $ 1,448,169      $ 3,682,424      $ 5,564,161      $ 3,251,829      $ (6,727,440   $ 7,219,143   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) Although CBRE Capital Markets is included among our domestic subsidiaries, which jointly and severally guarantee our 11.625% senior subordinated notes, our 6.625% senior notes and our Credit Agreement, a substantial majority of warehouse receivables funded under the Kemps Landing, JP Morgan, TD Bank, Fannie Mae ASAP Program and BofA lines of credit are pledged to Kemps Landing, JP Morgan, TD Bank, Fannie Mae and BofA, and accordingly, are not included as collateral for these notes or our other outstanding debt.

 

28


Table of Contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2012

(Dollars in thousands)

 

    Parent     CBRE     Guarantor
Subsidiaries
    Nonguarantor
Subsidiaries
    Elimination     Consolidated
Total
 

Revenue

  $ —        $ —        $ 947,080      $ 654,037      $ —        $ 1,601,117   

Costs and expenses:

           

Cost of services

    —          —          569,854        338,289        —          908,143   

Operating, administrative and other

    10,293        1,369        223,005        247,710        —          482,377   

Depreciation and amortization

    —          —          22,298        16,038        —          38,336   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

    10,293        1,369        815,157        602,037        —          1,428,856   

Gain on disposition of real estate

    —          —          —          439        —          439   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

    (10,293     (1,369     131,923        52,439        —          172,700   

Equity income (loss) from unconsolidated subsidiaries

    —          —          3,161        (552     —          2,609   

Other income (loss)

    —          —          997        (3,101     —          (2,104

Interest income

    —          23,585        726        1,384        (24,110     1,585   

Interest expense

    —          35,943        22,797        9,781        (24,110     44,411   

Royalty and management service (income) expense

    —          —          (8,551     8,551        —          —     

Income from consolidated subsidiaries

    82,334        90,950        18,498        —          (191,782     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before (benefit of) provision for income taxes

    72,041        77,223        141,059        31,838        (191,782     130,379   

(Benefit of) provision for income taxes

    (3,832     (5,111     50,109        13,614        —          54,780   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    75,873        82,334        90,950        18,224        (191,782     75,599   

Less: Net loss attributable to non-controlling interests

    —          —          —          (274     —          (274
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to CBRE
Group, Inc.

  $ 75,873      $ 82,334      $ 90,950      $ 18,498      $ (191,782   $ 75,873   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

29


Table of Contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2011

(Dollars in thousands)

 

    Parent     CBRE     Guarantor
Subsidiaries
    Nonguarantor
Subsidiaries
    Elimination     Consolidated
Total
 

Revenue

  $ —        $ —        $ 834,952      $ 587,266      $ —        $ 1,422,218   

Costs and expenses:

           

Cost of services

    —          —          502,310        337,512        —          839,822   

Operating, administrative and other

    9,437        1,701        231,817        189,901        —          432,856   

Depreciation and amortization

    —          —          14,320        11,065        —          25,385   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

    9,437        1,701        748,447        538,478        —          1,298,063   

Gain on disposition of real estate

    —          —          —          6,027        —          6,027   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

    (9,437     (1,701     86,505        54,815        —          130,182   

Equity income from unconsolidated subsidiaries

    —          —          11,979        5,089        —          17,068   

Interest income

    —          26,492        400        2,039        (27,029     1,902   

Interest expense

    —          25,979        27,656        7,610        (27,029     34,216   

Royalty and management service (income) expense

    —          —          (7,988     7,988        —          —     

Income from consolidated subsidiaries

    67,158        67,906        15,327        —          (150,391     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations before (benefit of) provision for income taxes

    57,721        66,718        94,543        46,345        (150,391     114,936   

(Benefit of) provision for income taxes

    (3,502     (440     26,637        23,641        —          46,336   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income from continuing operations

    61,223        67,158        67,906        22,704        (150,391     68,600   

Income from discontinued operations, net of income taxes

    —          —          —          6,267        —          6,267   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    61,223        67,158        67,906        28,971        (150,391     74,867   

Less: Net income attributable to non-controlling interests

    —          —          —          13,644        —          13,644   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to CBRE
Group, Inc.

  $ 61,223      $ 67,158      $ 67,906      $ 15,327      $ (150,391   $ 61,223   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

30


Table of Contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2012

(Dollars in thousands)

 

    Parent     CBRE     Guarantor
Subsidiaries
    Nonguarantor
Subsidiaries
    Elimination     Consolidated
Total
 

Revenue

  $ —        $ —        $ 1,744,115      $ 1,206,991      $ —        $ 2,951,106   

Costs and expenses:

           

Cost of services

    —          —          1,051,630        644,069        —          1,695,699   

Operating, administrative and other

    20,621        2,310        430,703        469,465        —          923,099   

Depreciation and amortization

    —          —          43,205        41,588        —          84,793   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

    20,621        2,310        1,525,538        1,155,122        —          2,703,591   

Gain on disposition of real estate

    —          —          —          1,248        —          1,248   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

    (20,621     (2,310     218,577        53,117        —          248,763   

Equity income from unconsolidated subsidiaries

    —          —          16,455        540        —          16,995   

Other income

    —          —          1,264        3,220        —          4,484   

Interest income

    —          46,662        1,701        2,161        (46,636     3,888   

Interest expense

    —          71,734        45,449        17,845        (46,636     88,392   

Royalty and management service (income) expense

    —          —          (16,412     16,412        —          —     

Income from consolidated subsidiaries

    115,791        132,977        7,680        —          (256,448     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income before (benefit of) provision for income taxes

    95,170        105,595        216,640        24,781        (256,448     185,738   

(Benefit of) provision for income taxes

    (7,678     (10,196     83,663        14,404        —          80,193   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    102,848        115,791        132,977        10,377        (256,448     105,545   

Less: Net income attributable to non-controlling interests

    —          —          —          2,697        —          2,697   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to CBRE
Group, Inc.

  $ 102,848      $ 115,791      $ 132,977      $ 7,680      $ (256,448   $ 102,848   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

31


Table of Contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2011

(Dollars in thousands)

 

    Parent     CBRE     Guarantor
Subsidiaries
    Nonguarantor
Subsidiaries
    Elimination     Consolidated
Total
 

Revenue

  $ —        $ —        $ 1,531,087      $ 1,076,236      $ —        $ 2,607,323   

Costs and expenses:

           

Cost of services

    —          —          923,270        630,307        —          1,553,577   

Operating, administrative and other

    19,242        1,888        440,240        348,511        —          809,881   

Depreciation and amortization

    —          —          26,605        21,958        —          48,563   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

    19,242        1,888        1,390,115        1,000,776        —          2,412,021   

Gain on disposition of real estate

    —          —          —          7,999        —          7,999   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

    (19,242     (1,888     140,972        83,459        —          203,301   

Equity income from unconsolidated subsidiaries

    —          —          28,427        3,820        —          32,247   

Interest income

    —          52,547        1,241        3,541        (52,759     4,570   

Interest expense

    —          51,873        52,150        16,670        (52,759     67,934   

Royalty and management service (income) expense

    —          —          (16,235     16,235        —          —     

Income from consolidated subsidiaries

    107,697        108,461        20,757        —          (236,915     —     
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations before (benefit of) provision for income taxes

    88,455        107,247        155,482        57,915        (236,915     172,184   

(Benefit of) provision for income taxes

    (7,137     (450     47,021        30,308        —          69,742   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income from continuing operations

    95,592        107,697        108,461        27,607        (236,915     102,442   

Income from discontinued operations, net of income taxes

    —          —          —          16,911        —          16,911   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    95,592        107,697        108,461        44,518        (236,915     119,353   

Less: Net income attributable to non-controlling interests

    —          —          —          23,761        —          23,761   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to CBRE
Group, Inc.

  $ 95,592      $ 107,697      $ 108,461      $ 20,757      $ (236,915   $ 95,592   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

32


Table of Contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

FOR THE THREE MONTHS ENDED JUNE 30, 2012

(Dollars in thousands)

 

    Parent     CBRE     Guarantor
Subsidiaries
    Nonguarantor
Subsidiaries
    Elimination     Consolidated
Total
 

Net income

  $ 75,873      $ 82,334      $ 90,950      $ 18,224      $ (191,782   $ 75,599   

Other comprehensive loss:

           

Foreign currency translation loss

    —          —          —          (40,181     —          (40,181

Unrealized losses on interest rate swaps and interest rate caps, net

    —          (5,568     —          (46     —          (5,614

Unrealized losses on available for sale securities, net

    —          —          (922     (178     —          (1,100

Other, net

    —          —          333        —          —          333   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive loss

    —          (5,568     (589     (40,405     —          (46,562

Comprehensive income (loss)

    75,873        76,766        90,361        (22,181     (191,782     29,037   

Less: Comprehensive loss attributable to non-controlling interests

    —          —          —          (857     —          (857
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss) attributable to CBRE Group, Inc.

  $ 75,873      $ 76,766      $ 90,361      $ (21,324   $ (191,782   $ 29,894   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

33


Table of Contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

FOR THE THREE MONTHS ENDED JUNE 30, 2011

(Dollars in thousands)

 

    Parent     CBRE     Guarantor
Subsidiaries
    Nonguarantor
Subsidiaries
    Elimination     Consolidated
Total
 

Net income

  $ 61,223      $ 67,158      $ 67,906      $ 28,971      $ (150,391   $ 74,867   

Other comprehensive (loss) income:

           

Foreign currency translation gain

    —          —          —          15,550        —          15,550   

Unrealized (losses) gains on interest rate swaps and interest rate caps, net

    —          (7,843     —          10        —          (7,833

Unrealized gains on available for sale securities, net

    —          —          89        —          —          89   

Other, net

    —          —          909        —          —          909   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive (loss) income

    —          (7,843     998        15,560        —          8,715   

Comprehensive income

    61,223        59,315        68,904        44,531        (150,391     83,582   

Less: Comprehensive income attributable to non-controlling interests

    —          —          —          14,116        —          14,116   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income attributable to CBRE Group, Inc.

  $ 61,223      $ 59,315      $ 68,904      $ 30,415      $ (150,391   $ 69,466   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

34


Table of Contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME (LOSS)

FOR THE SIX MONTHS ENDED JUNE 30, 2012

(Dollars in thousands)

 

    Parent     CBRE     Guarantor
Subsidiaries
    Nonguarantor
Subsidiaries
    Elimination     Consolidated
Total
 

Net income

  $ 102,848      $ 115,791      $ 132,977      $ 10,377      $ (256,448   $ 105,545   

Other comprehensive loss:

           

Foreign currency translation loss

    —          —          —          (21,659     —          (21,659

Unrealized losses on interest rate swaps and interest rate caps, net

    —          (4,316     —          (44     —          (4,360

Unrealized losses on available for sale securities, net

    —          —          (8     (178     —          (186

Other, net

    —          —          (167     —          —          (167
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive loss

    —          (4,316     (175     (21,881     —          (26,372

Comprehensive income (loss)

    102,848        111,475        132,802        (11,504     (256,448     79,173   

Less: Comprehensive income attributable to non-controlling interests

    —          —          —          2,310        —          2,310   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income (loss) attributable to CBRE Group, Inc.

  $ 102,848      $ 111,475      $ 132,802      $ (13,814   $ (256,448   $ 76,863   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

35


Table of Contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

CONDENSED CONSOLIDATING STATEMENT OF COMPREHENSIVE INCOME

FOR THE SIX MONTHS ENDED JUNE 30, 2011

(Dollars in thousands)

 

    Parent     CBRE     Guarantor
Subsidiaries
    Nonguarantor
Subsidiaries
    Elimination     Consolidated
Total
 

Net income

  $ 95,592      $ 107,697      $ 108,461      $ 44,518      $ (236,915   $ 119,353   

Other comprehensive (loss) income:

           

Foreign currency translation gain

    —          —          —          45,545        —          45,545   

Unrealized (losses) gains on interest rate swaps and interest rate
caps, net

    —          (6,813     —          36        —          (6,777

Unrealized gains on available for sale securities, net

    —          —          183        —          —          183   

Other, net

    —          —          323        —          —          323   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total other comprehensive (loss) income

    —          (6,813     506        45,581        —          39,274   

Comprehensive income

    95,592        100,884        108,967        90,099        (236,915     158,627   

Less: Comprehensive income attributable to non-controlling interests

    —          —          —          24,591        —          24,591   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income attributable to CBRE Group, Inc.

  $ 95,592      $ 100,884      $ 108,967      $ 65,508      $ (236,915   $ 134,036   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

36


Table of Contents

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2012

(Dollars in thousands)

 

    Parent     CBRE     Guarantor
Subsidiaries
    Nonguarantor
Subsidiaries
    Consolidated
Total
 

CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:

  $ 17,510      $ (19,932   $ (123,215   $ (76,022   $ (201,659

CASH FLOWS FROM INVESTING ACTIVITIES:

         

Capital expenditures

    —          —          (20,012     (18,693     (38,705

Acquisition of business, including net assets acquired, intangibles and goodwill, net of cash acquired

    —          —          (177     (6     (183

Contributions to unconsolidated subsidiaries

    —          —          (13,031     (35,487     (48,518

Distributions from unconsolidated subsidiaries

    —          —          8,034        3,549        11,583   

Additions to real estate held for investment

    —          —          —          (2,562     (2,562

Proceeds from the sale of servicing rights and other assets

    —          —          13,451        39        13,490   

(Increase) decrease in restricted cash

    —          (10     (4,219     7,138        2,909   

Decrease in cash due to deconsolidation of CBRE Clarion U.S., L.P.

    —          —          —          (73,187     (73,187

Other investing activities, net

    —          —          1,626        —          1,626   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash used in investing activities

    —          (10     (14,328     (119,209     (133,547

CASH FLOWS FROM FINANCING ACTIVITIES:

         

Repayment of senior secured term loans

    —          (23,000     —          (10,966     (33,966

Proceeds from revolving credit facility

    —          —          —          23,222        23,222   

Repayment of revolving credit facility

    —          —          —          (15,230     (15,230

Proceeds from notes payable on real estate held for investment

    —          —          —          4,515        4,515   

Repayment of notes payable on real estate held for investment

    —          —          —          (9,727     (9,727

Proceeds from notes payable on real estate held for sale and under development

    —          —          —          6,146        6,146   

Repayment of notes payable on real estate held for sale and under development

    —          —          —          (1,394     (1,394

Proceeds from short-term borrowings

    —          —          —          4,683        4,683   

Proceeds from exercise of stock options

    3,137        —          —          —          3,137   

Incremental tax benefit from stock options exercised

    861        —          —          —          861   

Non-controlling interests contributions

    —          —          —          15,909        15,909   

Non-controlling interests distributions

    —          —          —          (24,080     (24,080

Payment of financing costs

    —          (15     —          (40     (55

(Increase) decrease in intercompany receivables, net

    (21,461     (160,520     45,748        136,233        —     

Other financing activities, net

    (47     —          —          (11     (58
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash (used in) provided by financing activities

    (17,510     (183,535     45,748        129,260        (26,037

Effect of currency exchange rate changes on cash and cash equivalents

    —          —          —          (737     (737
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

    —          (203,477     (91,795     (66,708     (361,980

CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD

    5        298,370        375,176        419,631        1,093,182   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS, AT END OF PERIOD

  $ 5      $ 94,893      $ 283,381      $ 352,923      $ 731,202   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

         

Cash paid during the period for:

         

Interest

  $ —        $ 67,734      $ 7      $ 13,579      $ 81,320   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income tax payments, net

  $ —        $ —        $ 91,754      $ 51,596      $ 143,350   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2011

(Dollars in thousands)

 

    Parent     CBRE     Guarantor
Subsidiaries
    Nonguarantor
Subsidiaries
    Consolidated
Total
 

CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:

  $ 18,631      $ 30,098      $ (144,258   $ (60,861   $ (156,390

CASH FLOWS FROM INVESTING ACTIVITIES:

         

Capital expenditures

    —          —          (40,694     (6,454     (47,148

Acquisition of businesses including net assets acquired, intangibles and goodwill, net of cash acquired

    —          —          (2,290     (38,785     (41,075

Contributions to unconsolidated subsidiaries

    —          —          (16,873     (221     (17,094

Distributions from unconsolidated subsidiaries

    —          —          24,352        10,636        34,988   

Net proceeds from disposition of real estate held for investment

    —          —          —          109,667        109,667   

Additions to real estate held for investment

    —          —          —          (6,315     (6,315

Proceeds from the sale of servicing rights and other assets

    —          —          11,332        84        11,416   

(Increase) decrease in restricted cash

    —          (10     (300     4,284        3,974   

Other investing activities, net

    —          —          (704     —          (704
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash (used in) provided by investing activities

    —          (10     (25,177     72,896        47,709   

CASH FLOWS FROM FINANCING ACTIVITIES:

         

Proceeds from senior secured term loans

    —          400,000        —          —          400,000   

Repayment of senior secured term loans

    —          (19,000     —          —          (19,000

Proceeds from revolving credit facility

    —          718,000        —          26,733        744,733   

Repayment of revolving credit facility

    —          (652,000     —          —          (652,000

Proceeds from notes payable on real estate held for investment

    —          —          —          3,551        3,551   

Repayment of notes payable on real estate held for investment

    —          —          —          (91,471     (91,471

Proceeds from notes payable on real estate held for sale and under development

    —          —          —          1,665        1,665   

Repayment of notes payable on real estate held for sale and under development

    —          —          —          (26,594     (26,594

Proceeds from exercise of stock options

    4,858        —          —          —          4,858   

Incremental tax benefit from stock options exercised

    14,495        —          —          —          14,495   

Non-controlling interests contributions

    —          —          —          8,630        8,630   

Non-controlling interests distributions

    —          —          —          (30,679     (30,679

Payment of financing costs

    —          (18,255     —          (199     (18,454

(Increase) decrease in intercompany receivables, net

    (37,922     (564,086     507,119        94,889        —     

Other financing activities, net

    —          —          —          (91     (91
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net cash (used in) provided by financing activities

    (18,569     (135,341     507,119        (13,566     339,643   

Effect of currency exchange rate changes on cash and cash equivalents

    —          —          —          14,573        14,573   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

    62        (105,253     337,684        13,042        245,535   

CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD

    4        223,845        96,862        185,863        506,574   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

CASH AND CASH EQUIVALENTS, AT END OF PERIOD

  $ 66      $ 118,592      $ 434,546      $ 198,905      $ 752,109   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

         

Cash paid during the period for:

         

Interest

  $ —        $ 53,102      $ 12      $ 15,107      $ 68,221   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income tax payments, net

  $ —        $ —        $ 55,955      $ 39,789      $ 95,744   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

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

This Quarterly Report on Form 10-Q for CBRE Group, Inc. for the three months ended June 30, 2012 represents an update to the more detailed and comprehensive disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2011. Accordingly, you should read the following discussion in conjunction with the information included in our Annual Report on Form 10-K as well as the unaudited financial statements included elsewhere in this Quarterly Report on Form 10-Q.

In addition, some of the statements and assumptions in this Quarterly Report on Form 10-Q are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 or Section 21E of the Securities Exchange Act of 1934, each as amended, including, in particular, statements about our plans, strategies and prospects as well as estimates of industry growth for the third quarter and beyond. For important information regarding these forward-looking statements, please see the discussion below under the caption “Cautionary Note on Forward-Looking Statements.”

Overview

We are the world’s largest commercial real estate services firm, based on 2011 revenue, with leading full-service operations in major metropolitan areas throughout the world. We offer a full range of services to occupiers, owners, lenders and investors in office, retail, industrial, multi-family and other types of commercial real estate. As of December 31, 2011, we operated more than 300 offices worldwide, excluding affiliate offices, with approximately 34,000 employees providing commercial real estate services under the “CBRE” brand name, investment management services under the “CBRE Global Investors” brand name and development services under the “Trammell Crow” brand name. Our business is focused on several competencies, including commercial property and corporate facilities management, occupier and property/agency leasing, property sales, valuation, real estate investment management, commercial mortgage origination and servicing, capital markets (equity and debt) solutions, development services and proprietary research. We generate revenue from management fees on a contractual and per-project basis, and from commissions on transactions. We have been the only commercial real estate services company in the S&P 500 since 2006, and in the Fortune 500 since 2008. In 2012, for the second year in a row, we were the highest ranked commercial real estate services company among the Fortune Most Admired Companies, and in 2011, we achieved the highest brand reputation ranking among all commercial real estate companies in a survey of Wall Street Journal subscribers. Additionally, the International Association of Outsourcing Professionals has included us among the top 100 global outsourcing companies across all industries for six consecutive years, including 2011 when we ranked 4th overall and were the highest ranked commercial real estate services company.

When you read our financial statements and the information included in this Quarterly Report, you should consider that we have experienced, and continue to experience, several material trends and uncertainties that have affected our financial condition and results of operations that make it challenging to predict our future performance based on our historical results. We believe that the following material trends and uncertainties are crucial to an understanding of the variability in our historical earnings and cash flows and the potential for continued variability in the future:

Macroeconomic Conditions

Economic trends and government policies affect global and regional commercial real estate markets as well as our operations directly. These include: overall economic activity and employment growth, interest rate levels, the cost and availability of credit and the impact of tax and regulatory policies. Periods of economic weakness or recession, significantly rising interest rates, declining employment levels, decreasing demand for real estate, falling real estate values, or the public perception that any of these events may occur, will negatively affect the performance of some or all of our business lines. From late 2007 through 2009, the severe global economic

 

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downturn and credit market crisis had significant adverse effects on our operations and reduced our revenue from property management fees and commissions derived from property sales, leasing, valuation and financing, and funds available to invest in commercial real estate and related assets. These negative trends began to reverse in 2010 and 2011 as commercial real estate markets improved in step with the stabilization and recovery of global economic activity.

Weak economic conditions from late 2007 through 2009 also affected our compensation expense, which is structured to generally decrease in line with a fall in revenue. Compensation is our largest expense and the sales and leasing professionals in our largest line of business, advisory services, generally are paid on a commission and bonus basis that correlates with our revenue performance. As a result, the negative effect of difficult market conditions on our operating margins was partially mitigated by the inherent variability of our compensation cost structure. In addition, when negative economic conditions are particularly severe, as they were in 2008 and 2009, we have moved decisively to improve financial performance by lowering operating expenses. As general economic conditions and our financial performance improved, we restored certain expenses beginning in 2010. Notwithstanding the ongoing market recovery, a return of adverse global and regional economic trends remains one of the most significant risks to the performance of our operations and our financial condition.

Economic conditions first began to negatively affect our performance in the Americas, our largest segment in terms of revenue, beginning in the third quarter of 2007. The effects became more severe as the decline in economic activity (particularly in the United States) accelerated throughout 2008 and most of 2009. The global capital markets disruption in late 2008, in particular, caused a significant and prolonged decline in property sales, leasing, financing and investment activity that adversely affected all our business lines. Commercial real estate fundamentals began to stabilize in early 2010 and to improve later that year following a return to positive economic growth in the United States. The recovery continued at a slow pace in 2011 and 2012, as vacancy rates dipped moderately, rental rates stabilized or edged up slightly, credit became more readily available and property sales and leasing activity increased. However, market activity has remained well below levels experienced in 2006 and 2007.

In Europe, weakened market conditions first began to manifest in the United Kingdom in late 2007 and in countries on the continent in early 2008. The major European economies also fell into recession in 2008, which deepened and persisted throughout 2009. Economic activity improved in 2010, but began to wane again in 2011 and 2012, due to the effects of the European sovereign debt crisis. As a result, since 2011, economic growth in Europe has lagged behind other parts of the world. While rents have essentially remained flat, leasing velocity has slowed in many major markets in Europe. Investment sales in Europe were adversely affected by the financial crisis in late 2008 and most of 2009. Investment sales recovered in Europe in 2010, particularly in larger markets. However, activity across most of Europe peaked in 2011, then weakened and remained weak in the first half of 2012.

Real estate markets in Asia Pacific were also affected, though generally to a lesser degree than in the United States and Europe, by the global credit market dislocation and economic downturn. This resulted in lower investment sales and leasing activity in the region in 2008 and most of 2009. Transaction activity revived significantly in late 2009, reflecting strong economic growth, and improved through 2010 and most of 2011. However, transaction activity moderated in the later part of 2011 and in 2012, reflecting slower domestic economic activity, particularly in China, and the effects of heightened global economic uncertainty stemming in large part from the European sovereign debt crisis.

Real estate investment management and property development activity were also adversely affected by deteriorating conditions beginning in late 2007, as property values declined sharply, and both financing and disposition options became more limited. However, the macro environment for these businesses has generally improved as the real estate credit and investment sales markets have recovered since late 2010.

The further recovery of our global sales, leasing, investment management and development services operations depends on continued improvement in market fundamentals, including solid economic growth and sustained job creation; stable and healthy global credit markets; and increased business and investor confidence.

 

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Effects of Acquisitions

Our management historically has made significant use of strategic acquisitions to add new service competencies, to increase our scale within existing competencies and to expand our presence in various geographic regions around the world. In December 2006, we acquired the Trammell Crow Company (the Trammell Crow Company Acquisition), our largest acquisition to date, which deepened our outsourcing services offerings for corporate and institutional clients, especially project and facilities management, strengthened our ability to provide integrated management solutions across geographies, and established resources and expertise to offer real estate development services throughout the United States.

On February 15, 2011, we announced that we had entered into definitive agreements to acquire the majority of the real estate investment management business of Netherlands-based ING Group N.V. (ING) for approximately $940 million in cash. The acquisitions included substantially all of ING’s Real Estate Investment Management (REIM) operations in Europe and Asia, as well as substantially all of Clarion Real Estate Securities (CRES), its U.S.-based global real estate listed securities business (collectively referred to as ING REIM). On February 15, 2011, we also announced that we expected to acquire approximately $55 million of CRES co-investments from ING and potentially additional interests in other funds managed by ING REIM Europe and ING REIM Asia. Upon completion of the acquisitions, which we refer to as the REIM Acquisitions, ING REIM became part of our Global Investment Management segment (which conducts business through our indirect wholly-owned subsidiary, CBRE Global Investors, an independently operated business segment). The ING transaction was highly complementary, with little overlap in client base and different investment strategies. CBRE Global Investors traditionally focused on value-add funds and separate accounts. ING REIM primarily focused on core funds and global listed real estate securities funds, except in Asia, where ING REIM managed value-add and opportunistic funds. The combined entity provides us with a significantly enhanced ability to meet the needs of institutional investors across global markets with a full spectrum of investment programs and strategies.

On July 1, 2011, we completed the acquisition of CRES for $324.1 million and CRES co-investments from ING for an aggregate amount of $58.6 million. On October 3, 2011, we completed the acquisition of ING REIM Asia for $45.3 million and three ING REIM Asia co-investments from ING for an aggregate amount of $13.9 million. On October 31, 2011, we completed the acquisition of ING REIM Europe for $442.5 million and one co-investment from ING for $7.4 million. During the six months ended June 30, 2012, we also funded nine additional co-investments for an aggregate amount of $34.8 million related to ING REIM Europe. Our initial estimate of $940 million in total purchase price for the REIM Acquisitions has been reduced by approximately $47 million for certain fund and separate account management contracts that were not acquired and for certain balance sheet adjustments. There is a possibility of an additional closing of approximately $80 million and further co-investments of up to $20 million in the future related to our acquisition of ING REIM Europe.

As of June 30, 2012, CBRE Global Investors’ assets under management, or AUM, totaled $91.2 billion. AUM generally refers to the properties and other assets with respect to which we provide (or participate in) oversight, investment management services and other advice, and which generally consist of real estate properties or loans, securities portfolios and investments in operating companies and joint ventures. Our AUM is intended principally to reflect the extent of our presence in the real estate market, not the basis for determining our management fees. Our material assets under management consist of:

 

  a) the total fair market value of the real estate properties and other assets either wholly-owned or held by joint ventures and other entities in which our sponsored funds or investment vehicles and client accounts have invested or to which they have provided financing. Committed (but unfunded) capital from investors in our sponsored funds is not included in this component of our AUM. The value of development properties is included at estimated completion cost. In the case of real estate operating companies, the total value of real properties controlled by the companies, generally through joint ventures, is included in AUM; and

 

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  b) the net asset value of our managed securities portfolios, including investments (which may be comprised of committed but uncalled capital) in private real estate funds under our fund of funds program.

Our calculation of AUM may differ from the calculations of other asset managers, and as a result, this measure may not be comparable to similar measures presented by other asset managers.

Strategic in-fill acquisitions have also played a key role in expanding our geographic coverage and broadening and strengthening our service offerings. The companies we acquired have generally been quality regional firms or niche specialty firms that complement our existing platform within a region, or affiliates in which, in some cases, we held an equity interest. From 2005 to 2008, we completed 58 in-fill acquisitions for an aggregate purchase price of approximately $592 million. Because of the economic downturn, no acquisitions were completed in 2009 and 2010, except for a small niche industrial practice in the United Kingdom acquired in the second quarter of 2010 and a small commercial property asset management and consultancy services firm in Hong Kong acquired in the fourth quarter of 2010. In 2011, we completed five in-fill acquisitions, including a valuation business in Australia, a retail property management business in central and eastern Europe, our former affiliate company in Switzerland, a retail services business in the United Kingdom and a shopping center management business in the Netherlands. In the second quarter of 2012, we completed one in-fill acquisition, acquiring our former affiliate company in Turkey. As market conditions continue to improve, we believe acquisitions may once again serve as a growth engine, supplementing our organic growth.

Although our management believes that strategic acquisitions can significantly decrease the cost, time and commitment of management resources necessary to attain a meaningful competitive position within targeted markets or to expand our presence within our current markets, our management also believes that most acquisitions will initially have an adverse impact on our operating and net income, both as a result of transaction-related expenditures, which include severance, lease termination, transaction and deferred financing costs, among others, and the charges and costs of integrating the acquired business and its financial and accounting systems into our own. For example, through June 30, 2012, we incurred $258.9 million of transaction-related expenditures and integration costs in connection with the Trammell Crow Company Acquisition. In addition, through June 30, 2012, we incurred $89.3 million of transaction-related expenditures and integration costs in connection with the REIM Acquisitions. As with prior material acquisitions, we anticipate incurring significant integration expenses associated with the REIM Acquisitions in 2012 and beyond. We expect the total transaction costs relating to the REIM Acquisitions, including retention and integration costs, to be approximately $150 million.

International Operations

As we increase our international operations through either acquisitions or organic growth, fluctuations in the value of the U.S. dollar relative to the other currencies in which we may generate earnings could adversely affect our business, financial condition and operating results. Our management team generally seeks to mitigate our exposure by balancing assets and liabilities that are denominated in the same currency and by maintaining cash positions outside the United States only at levels necessary for operating purposes. In addition, from time to time we enter into foreign currency exchange contracts to mitigate our exposure to exchange rate changes related to particular transactions and to hedge risks associated with the translation of foreign currencies into U.S. dollars.

With the closing of the REIM Acquisitions, our Global Investment Management business now has a significant amount of Euro-denominated assets under management as well as associated revenue and earnings in Europe, which has seen a developing crisis in sovereign debt resulting in a more pronounced movement in the value of the Euro against the U.S. dollar. Fluctuations in foreign currency exchange rates have resulted and may continue to result in corresponding fluctuations in our AUM, revenue and earnings.

 

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Due to the constantly changing currency exposures to which we are subject and the volatility of currency exchange rates, we cannot predict the effect of exchange rate fluctuations upon future operating results. In addition, fluctuations in currencies relative to the U.S. dollar may make it more difficult to perform period-to-period comparisons of our reported results of operations.

Our international operations also are subject to, among other things, political instability and changing regulatory environments, which may adversely affect our future financial condition and results of operations. Our management routinely monitors these risks and related costs and evaluates the appropriate amount of resources to allocate towards business activities in foreign countries where such risks and costs are particularly significant.

Leverage

We are highly leveraged and have significant debt service obligations. As of June 30, 2012, our total debt, excluding our notes payable on real estate and warehouse lines of credit (both of which are generally nonrecourse to us), was approximately $2.5 billion.

Our level of indebtedness and the operating and financial restrictions in our debt agreements place constraints on the operation of our business. Although our management believes that long-term indebtedness has been an important lever in the development of our business, including facilitating the Trammell Crow Company Acquisition and the REIM Acquisitions, the cash flow necessary to service this debt is not available for other general corporate purposes, which may limit our flexibility in planning for, or reacting to, changes in our business and in the commercial real estate services industry. Our management seeks to mitigate this exposure both through the refinancing of debt when available on attractive terms and through selective repayment and retirement of indebtedness.

Critical Accounting Policies

Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States, which require management to make estimates and assumptions that affect reported amounts. The estimates and assumptions are based on historical experience and on other factors that management believes to be reasonable. Actual results may differ from those estimates. Critical accounting policies represent the areas where more significant judgments and estimates are used in the preparation of our consolidated financial statements. A discussion of such critical accounting policies, which include revenue recognition, our consolidation policy, goodwill and other intangible assets, real estate and income taxes can be found in our Annual Report on Form 10-K for the year ended December 31, 2011. There have been no material changes to these policies as of June 30, 2012.

 

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Results of Operations

The following table sets forth items derived from our consolidated statements of operations for the three and six months ended June 30, 2012 and 2011, presented in dollars and as a percentage of revenue (dollars in thousands):

 

    Three Months Ended
June 30,
    Six Months Ended
June 30,
 
    2012     2011     2012     2011  

Revenue

  $ 1,601,117        100.0   $ 1,422,218        100.0   $ 2,951,106        100.0   $ 2,607,323        100.0

Costs and expenses:

               

Cost of services

    908,143        56.7        839,822        59.1        1,695,699        57.5        1,553,577        59.6   

Operating, administrative and other

    482,377        30.1        432,856        30.4        923,099        31.3        809,881        31.1   

Depreciation and amortization

    38,336        2.4        25,385        1.8        84,793        2.9        48,563        1.8   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Total costs and expenses

    1,428,856        89.2        1,298,063        91.3        2,703,591        91.7        2,412,021        92.5   

Gain on disposition of real estate

    439        —          6,027        0.5        1,248        0.1        7,999        0.3   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

    172,700        10.8        130,182        9.2        248,763        8.4        203,301        7.8   

Equity income from unconsolidated subsidiaries

    2,609        0.1        17,068        1.2        16,995        0.6        32,247        1.2   

Other (loss) income

    (2,104     (0.1     —          —          4,484        0.2        —          —     

Interest income

    1,585        0.1        1,902        0.1        3,888        0.1        4,570        0.2   

Interest expense

    44,411        2.8        34,216        2.4        88,392        3.0        67,934        2.6   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations before provision for income taxes

    130,379        8.1        114,936        8.1        185,738        6.3        172,184        6.6   

Provision for income taxes

    54,780        3.4        46,336        3.3        80,193        2.7        69,742        2.7   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Income from continuing operations

    75,599        4.7        68,600        4.8        105,545        3.6        102,442        3.9   

Income from discontinued operations, net of income taxes

    —          —          6,267        0.5        —          —          16,911        0.7   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income

    75,599        4.7        74,867        5.3        105,545        3.6        119,353        4.6   

Less: Net (loss) income attributable to non-controlling interests

    (274     —          13,644        1.0        2,697        0.1        23,761        0.9   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Net income attributable to CBRE Group, Inc.

  $ 75,873        4.7   $ 61,223        4.3   $ 102,848        3.5   $ 95,592        3.7
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA (1)

  $ 211,815        13.2   $ 166,095        11.7   $ 352,338        11.9   $ 279,139        10.7
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA, as adjusted (1)

  $ 220,948        13.8   $ 172,367        12.1   $ 371,436        12.6   $ 292,922        11.2
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) Includes EBITDA related to discontinued operations of $0.8 million and $1.9 million for the three and six months ended June 30, 2011, respectively.

 

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EBITDA represents earnings before net interest expense, income taxes, depreciation and amortization, while amounts shown for EBITDA, as adjusted, remove the impact of certain cash and non-cash charges related to acquisitions. Our management believes that both of these measures are useful in evaluating our operating performance compared to that of other companies in our industry because the calculations of EBITDA and EBITDA, as adjusted, generally eliminate the effects of financing and income taxes and the accounting effects of capital spending and acquisitions, which would include impairment charges of goodwill and intangibles created from acquisitions. Such items may vary for different companies for reasons unrelated to overall operating performance. As a result, our management uses these measures to evaluate operating performance and for other discretionary purposes, including as a significant component when measuring our operating performance under our employee incentive programs. Additionally, we believe EBITDA and EBITDA, as adjusted, are useful to investors to assist them in getting a more complete picture of our results from operations.

However, EBITDA and EBITDA, as adjusted, are not recognized measurements under U.S. generally accepted accounting principles, or GAAP, and when analyzing our operating performance, readers should use EBITDA and EBITDA, as adjusted, in addition to, and not as an alternative for, net income as determined in accordance with GAAP. Because not all companies use identical calculations, our presentation of EBITDA and EBITDA, as adjusted, may not be comparable to similarly titled measures of other companies. Furthermore, EBITDA and EBITDA, as adjusted, are not intended to be measures of free cash flow for our management’s discretionary use, as they do not consider certain cash requirements such as tax and debt service payments. The amounts shown for EBITDA and EBITDA, as adjusted, also differ from the amounts calculated under similarly titled definitions in our debt instruments, which are further adjusted to reflect certain other cash and non-cash charges and are used to determine compliance with financial covenants and our ability to engage in certain activities, such as incurring additional debt and making certain restricted payments.

EBITDA and EBITDA, as adjusted for selected charges are calculated as follows (dollars in thousands):

 

     Three Months Ended
June 30,
     Six Months Ended
June 30,
 
     2012      2011      2012      2011  

Net income attributable to CBRE Group, Inc.

   $ 75,873       $ 61,223       $ 102,848       $ 95,592   

Add:

           

Depreciation and amortization (1)

     38,336         25,619         84,793         49,088   

Interest expense (2)

     44,411         34,819         88,392         69,287   

Provision for income taxes

     54,780         46,336         80,193         69,742   

Less:

           

Interest income

     1,585         1,902         3,888         4,570   
  

 

 

    

 

 

    

 

 

    

 

 

 

EBITDA (3)

   $ 211,815       $ 166,095       $ 352,338       $ 279,139   

Adjustments:

           

Integration and other costs related to acquisitions

     9,133         6,272         19,098         13,783   
  

 

 

    

 

 

    

 

 

    

 

 

 

EBITDA, as adjusted (3)

   $ 220,948       $ 172,367       $ 371,436       $ 292,922   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(1) Includes depreciation and amortization related to discontinued operations of $0.2 million and $0.5 million for the three and six months ended June 30, 2011, respectively.
(2) Includes interest expense related to discontinued operations of $0.6 million and $1.4 million for the three and six months ended June 30, 2011, respectively.
(3) Includes EBITDA related to discontinued operations of $0.8 million and $1.9 million for the three and six months ended June 30, 2011, respectively.

 

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Three Months Ended June 30, 2012 Compared to the Three Months Ended June 30, 2011

We reported consolidated net income of $75.9 million for the three months ended June 30, 2012 on revenue of $1.6 billion as compared to consolidated net income of $61.2 million on revenue of $1.4 billion for the three months ended June 30, 2011.

Our revenue on a consolidated basis for the three months ended June 30, 2012 increased by $178.9 million, or 12.6%, as compared to the three months ended June 30, 2011. This increase was driven by contributions from the REIM Acquisitions acquired in the second half of 2011. Increased commercial mortgage brokerage activity (up 35.8%) in our Americas segment as well as higher worldwide sales (up 15.7%) and outsourcing activity (up 9.9%) also contributed to the variance. Foreign currency translation had a $46.2 million negative impact on total revenue during the three months ended June 30, 2012.

Our cost of services on a consolidated basis increased by $68.3 million, or 8.1%, during the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This increase was primarily due to higher salaries and related costs associated with our global property and facilities management contracts. In addition, our sales and leasing professionals generally are paid on a commission basis, which substantially correlates with our transaction revenue performance. Accordingly, the increase in sales transaction revenue led to a corresponding increase in commission accruals. Foreign currency translation had a $23.2 million positive impact on cost of services during the three months ended June 30, 2012. Cost of services as a percentage of revenue decreased from 59.1% for the three months ended June 30, 2011 to 56.7% for the three months ended June 30, 2012, primarily attributable to our mix of revenue, with a higher composition of revenue being non-commissionable in the current year as a result of the REIM Acquisitions. In addition, all costs associated with the ING REIM businesses are included in operating, administrative and other expenses.

Our operating, administrative and other expenses on a consolidated basis increased by $49.5 million, or 11.4%, during the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. The increase was primarily driven by an increase in costs attributable to the REIM Acquisitions, including transaction and integration costs. Foreign currency translation had a $16.2 million positive impact on total operating expenses during the three months ended June 30, 2012. Operating expenses as a percentage of revenue decreased slightly to 30.1% for the three months ended June 30, 2012 from 30.4% for the three months ended June 30, 2011.

Our depreciation and amortization expense on a consolidated basis increased by $13.0 million, or 51.0%, for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This increase was primarily attributable to higher amortization expense relative to intangibles acquired in the REIM Acquisitions. Higher depreciation expense in our Americas segment also contributed to the increase.

Our gain on disposition of real estate on a consolidated basis was $0.4 million for the three months ended June 30, 2012 as compared to $6.0 million for the three months ended June 30, 2011. These gains resulted from activity within our Development Services segment.

Our equity income from unconsolidated subsidiaries on a consolidated basis decreased by $14.5 million, or 84.7%, for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This decrease was primarily driven by higher equity earnings associated with gains on property sales within our Development Services segment in the prior year, which did not occur to the same extent in the current year.

Our other loss on a consolidated basis was $2.1 million for the three months ended June 30, 2012 and was reported within our Global Investment Management segment. This loss represented net realized and unrealized losses related to trading securities, which we acquired in our acquisition of CRES.

Our consolidated interest income decreased by $0.3 million, or 16.7%, as compared to the three months ended June 30, 2011. This decrease was mainly driven by lower interest income reported in our Americas segment in the current year.

 

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Our consolidated interest expense increased by $10.2 million, or 29.8%, during the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. The increase was primarily due to higher interest expense attributable to additional borrowings made to finance the REIM Acquisitions and the British pound sterling A-1 term loan facility entered into in the fourth quarter of 2011.

Our provision for income taxes on a consolidated basis was $54.8 million for the three months ended June 30, 2012 as compared to $46.3 million for the three months ended June 30, 2011. Our effective tax rate from continuing operations, after adjusting pre-tax income to remove the portion attributable to non-controlling interests, decreased to 41.9% for the three months ended June 30, 2012 as compared to 43.1% for the three months ended June 30, 2011. The changes in our provision for income taxes and our effective tax rate were primarily the result of a change in our mix of domestic and foreign earnings (losses) and a greater impact in the prior year quarter of losses sustained in jurisdictions where no tax benefit could be provided. We currently expect our full year 2012 effective tax rate to be slightly below 40%.

Our consolidated income from discontinued operations, net of income taxes, was $6.3 million for the three months ended June 30, 2011. This income was reported in our Global Investment Management segment and mostly related to a gain from a property sale, which was all attributable to non-controlling interests.

Our net loss attributable to non-controlling interests on a consolidated basis was $0.3 million for the three months ended June 30, 2012 as compared to net income attributable to non-controlling interests of $13.6 million for the three months ended June 30, 2011. This activity primarily reflects our non-controlling interests’ share of income within our Global Investment Management and Development Services segments.

Six Months Ended June 30, 2012 Compared to the Six Months Ended June 30, 2011

We reported consolidated net income of $102.8 million for the six months ended June 30, 2012 on revenue of $3.0 billion as compared to consolidated net income of $95.6 million on revenue of $2.6 billion for the six months ended June 30, 2011.

Our revenue on a consolidated basis for the six months ended June 30, 2012 increased by $343.8 million, or 13.2%, as compared to the six months ended June 30, 2011. This increase was driven by contributions from the REIM Acquisitions acquired in the second half of 2011. Increased commercial mortgage brokerage activity (up 39.9%) in our Americas segment as well as higher worldwide sales (up 13.4%) and outsourcing activity (up 9.9%) also contributed to the variance. Foreign currency translation had a $54.5 million negative impact on total revenue during the six months ended June 30, 2012.

Our cost of services on a consolidated basis increased by $142.1 million, or 9.1%, during the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This increase was primarily due to higher salaries and related costs associated with our global property and facilities management contracts. In addition, as previously mentioned, our sales and leasing professionals generally are paid on a commission basis, which substantially correlates with our transaction revenue performance. Accordingly, the increase in sales transaction revenue led to a corresponding increase in commission accruals. Foreign currency translation had a $27.7 million positive impact on cost of services during the six months ended June 30, 2012. Cost of services as a percentage of revenue decreased from 59.6% for the six months ended June 30, 2011 to 57.5% for the six months ended June 30, 2012, primarily attributable to our mix of revenue, with a higher composition of revenue being non-commissionable in the current year as a result of the REIM Acquisitions. In addition, all costs associated with the ING REIM businesses are included in operating, administrative and other expenses.

Our operating, administrative and other expenses on a consolidated basis increased by $113.2 million, or 14.0%, during the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. The increase was primarily driven by an increase in costs attributable to the REIM Acquisitions, including transaction and integration costs. Foreign currency translation had an $18.9 million positive impact on total operating expenses during the six months ended June 30, 2012. Operating expenses as a percentage of revenue increased slightly to 31.3% for the six months ended June 30, 2012 from 31.1% for the six months ended June 30, 2011.

 

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Our depreciation and amortization expense on a consolidated basis increased by $36.2 million, or 74.6%, for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This increase was primarily attributable to higher amortization expense relative to intangibles acquired in the REIM Acquisitions. Higher depreciation expense in our Americas segment also contributed to the increase.

Our gain on disposition of real estate on a consolidated basis was $1.2 million for the six months ended June 30, 2012 as compared to $8.0 million for the six months ended June 30, 2011. These gains resulted from activity within our Development Services segment.

Our equity income from unconsolidated subsidiaries on a consolidated basis decreased by $15.3 million, or 47.3%, for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This decrease was primarily driven by higher equity earnings associated with gains on property sales within our Development Services segment in the prior year, which did not occur to the same extent in the current year.

Our other income on a consolidated basis was $4.5 million for the six months ended June 30, 2012 and was reported within our Global Investment Management segment. This income represented net realized and unrealized gains related to trading securities, which we acquired in our acquisition of CRES.

Our consolidated interest income decreased by $0.7 million, or 14.9%, as compared to the six months ended June 30, 2011. This decrease was mainly driven by lower interest income reported in our Americas segment in the current year.

Our consolidated interest expense increased by $20.5 million, or 30.1%, during the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. The increase was primarily due to higher interest expense attributable to additional borrowings made to finance the REIM Acquisitions and the British pound sterling A-1 term loan facility entered into in the fourth quarter of 2011.

Our provision for income taxes on a consolidated basis was $80.2 million for the six months ended June 30, 2012 as compared to $69.7 million for the six months ended June 30, 2011. Our effective tax rate from continuing operations, after adjusting pre-tax income to remove the portion attributable to non-controlling interests, increased to 43.8% for the six months ended June 30, 2012 as compared to 42.2% for the six months ended June 30, 2011. The changes in our provision for income taxes and our effective tax rate were primarily the result of a change in our mix of domestic and foreign earnings (losses) and a greater impact in the current year of losses sustained in jurisdictions where no tax benefit could be provided.

Our consolidated income from discontinued operations, net of income taxes, was $16.9 million for the six months ended June 30, 2011. This income was reported in our Global Investment Management segment and mostly related to a gain from a property sale, which was all attributable to non-controlling interests.

Our net income attributable to non-controlling interests on a consolidated basis was $2.7 million for the six months ended June 30, 2012 as compared to $23.8 million for the six months ended June 30, 2011. This activity primarily reflects our non-controlling interests’ share of income within our Global Investment Management and Development Services segments.

Segment Operations

We report our operations through the following segments: (1) Americas, (2) EMEA, (3) Asia Pacific, (4) Global Investment Management and (5) Development Services. The Americas consists of operations located in the United States, Canada and key markets in Latin America. EMEA mainly consists of operations in Europe, while Asia Pacific includes operations in Asia, Australia and New Zealand. The Global Investment Management business consists of investment management operations in North America, Europe and Asia. The Development Services business consists of real estate development and investment activities primarily in the United States.

 

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The following table summarizes our revenue, costs and expenses and operating income (loss) by our Americas, EMEA, Asia Pacific, Global Investment Management and Development Services operating segments for the three and six months ended June 30, 2012 and 2011 (dollars in thousands):

 

    Three Months Ended
June 30,
    Six Months Ended
June 30,
 
    2012     2011     2012     2011  

Americas

               

Revenue

  $ 1,014,193        100.0   $ 897,828        100.0   $ 1,859,519        100.0   $ 1,647,943        100.0

Costs and expenses:

               

Cost of services

    637,624        62.9        567,338        63.2        1,180,024        63.5        1,044,667        63.4   

Operating, administrative and other

    229,212        22.6        217,473        24.2        433,049        23.3        414,890        25.2   

Depreciation and amortization

    19,485        1.9        14,831        1.7        37,811        2.0        27,662        1.6   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

  $ 127,872        12.6   $ 98,186        10.9   $ 208,635        11.2   $ 160,724        9.8
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA (1)

  $ 149,318        14.7   $ 115,375        12.9   $ 250,555        13.5   $ 193,503        11.7
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

EMEA

               

Revenue

  $ 248,244        100.0   $ 261,087        100.0   $ 445,630        100.0   $ 466,055        100.0

Costs and expenses:

               

Cost of services

    145,625        58.7        155,738        59.6        275,757        61.9        287,011        61.6   

Operating, administrative and other

    86,823        35.0        84,195        32.2        162,089        36.4        154,977        33.3   

Depreciation and amortization

    3,202        1.2        2,253        0.9        6,493        1.4        4,515        0.9   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

  $ 12,594        5.1   $ 18,901        7.3   $ 1,291        0.3   $ 19,552        4.2
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA (1)

  $ 15,745        6.3   $ 21,375        8.2   $ 8,648        1.9   $ 24,381        5.2
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Asia Pacific

               

Revenue

  $ 201,245        100.0   $ 188,546        100.0   $ 368,446        100.0   $ 349,046        100.0

Costs and expenses:

               

Cost of services

    124,894        62.1        116,746        61.9        239,918        65.1        221,899        63.6   

Operating, administrative and other

    52,817        26.2        53,862        28.6        102,641        27.9        95,966        27.5   

Depreciation and amortization

    2,814        1.4        1,988        1.0        5,553        1.5        3,971        1.1   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

  $ 20,720        10.3   $ 15,950        8.5   $ 20,334        5.5   $ 27,210        7.8
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA (1)

  $ 23,316        11.6   $ 17,437        9.2   $ 25,599        6.9   $ 29,879        8.6
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Global Investment Management

               

Revenue

  $ 119,674        100.0   $ 57,554        100.0   $ 244,874        100.0   $ 107,876        100.0

Costs and expenses:

               

Operating, administrative and other

    96,719        80.8        57,942        100.7        191,294        78.1        103,498        95.9   

Depreciation and amortization

    10,054        8.4        3,171        5.5        29,279        12.0        6,666        6.2   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating income (loss)

  $ 12,901        10.8   $ (3,559     (6.2 )%    $ 24,301        9.9   $ (2,288     (2.1 )% 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA (1) (2)

  $ 20,674        17.3   $ 2,470        4.3   $ 55,267        22.6   $ 8,460        7.8
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Development Services

               

Revenue

  $ 17,761        100.0   $ 17,203        100.0   $ 32,637        100.0   $ 36,403        100.0

Costs and expenses:

               

Operating, administrative and other

    16,806        94.6        19,384        112.7        34,026        104.3        40,550        111.4   

Depreciation and amortization

    2,781        15.7        3,142        18.2        5,657        17.3        5,749        15.8   

Gain on disposition of real estate

    439        2.5        6,027        35.0        1,248        3.8        7,999        22.0   
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Operating (loss) income

  $ (1,387     (7.8 )%    $ 704        4.1   $ (5,798     (17.8 )%    $ (1,897     (5.2 )% 
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

EBITDA (1)

  $ 2,762        15.6   $ 9,438        54.9   $ 12,269        37.6   $ 22,916        63.0
 

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

 

(1) See Note 15 of the Notes to Consolidated Financial Statements (Unaudited) for a reconciliation of segment EBITDA to the most comparable financial measure calculated and presented in accordance with GAAP, which is segment net income (loss) attributable to CBRE Group, Inc.
(2) Includes EBITDA related to discontinued operations of $0.8 million and $1.9 million for the three and six months ended June 30, 2011, respectively.

 

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Three Months Ended June 30, 2012 Compared to the Three Months Ended June 30, 2011

Americas

Revenue increased by $116.4 million, or 13.0%, for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This improvement was primarily driven by higher sales, leasing and outsourcing activity as well as increased commercial mortgage brokerage revenue. Foreign currency translation had an $11.5 million negative impact on total revenue during the three months ended June 30, 2012.

Cost of services increased by $70.3 million, or 12.4%, for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011, primarily due to higher salaries and related costs associated with our property and facilities management contracts. Increased commission expense resulting from higher sales and lease transaction revenue also contributed to an increase in cost of services in the current year. Foreign currency translation had a $5.0 million positive impact on cost of services during the three months ended June 30, 2012. Cost of services as a percentage of revenue decreased slightly to 62.9% for the three months ended June 30, 2012 from 63.2% for the three months ended June 30, 2011.

Operating, administrative and other expenses increased by $11.7 million, or 5.4%, for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. The increase was primarily driven by higher bonuses, which resulted from improved operating performance, as well as higher professional fees incurred in the current year. Foreign currency translation had a $3.7 million positive impact on total operating expenses during the three months ended June 30, 2012.

EMEA

Revenue decreased by $12.8 million, or 4.9%, for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. Foreign currency translation had a $20.7 million negative impact on total revenue during the three months ended June 30, 2012. In addition, Europe’s continuing weak economic growth resulted in lower leasing activity throughout the region. However, sales and outsourcing revenue improved, despite uncertainty created by the region’s sovereign debt challenges. Total revenue grew modestly in Germany, the Netherlands and the United Kingdom, but this was offset by reduced revenue in other countries in the region, most notably in France, which had a particularly strong second quarter in 2011.

Cost of services decreased by $10.1 million, or 6.5%, for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. Foreign currency translation had an $11.9 million positive impact on cost of services during the three months ended June 30, 2012. This was partially offset by higher costs associated with increased headcount attributable to in-fill acquisitions completed in mid to late 2011. Cost of services as a percentage of revenue decreased to 58.7% for the three months ended June 30, 2012 from 59.6% for the three months ended June 30, 2011, primarily driven by the overall revenue mix in the current year, partially offset by the aforementioned headcount increases.

Operating, administrative and other expenses increased by $2.6 million, or 3.1%, for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011, primarily due to higher costs, including payroll-related and occupancy costs, partially stemming from in-fill acquisitions made in mid to late 2011, largely offset by foreign currency translation, which had a $6.5 million positive impact on total operating expenses during the three months ended June 30, 2012.

Asia Pacific

Revenue increased by $12.7 million, or 6.7%, for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011, reflecting improved overall performance in several countries, particularly Australia, India and Japan. Foreign currency translation had an $8.8 million negative impact on total revenue during the three months ended June 30, 2012.

 

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Cost of services increased by $8.1 million, or 7.0%, for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011, driven by higher salaries and related costs associated with our property and facilities management contracts throughout the region and increases in headcount, particularly in Australia (partially due to an in-fill acquisition completed in May 2011) as well as investments in China. Foreign currency translation had a $6.3 million positive impact on cost of services during the three months ended June 30, 2012. Cost of services as a percentage of revenue increased slightly to 62.1% for the three months ended June 30, 2012 as compared to 61.9% for the three months ended June 30, 2011.

Operating, administrative and other expenses decreased by $1.0 million, or 1.9%, for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This decrease was primarily driven by foreign currency translation, which had a $1.0 million positive impact on total operating expenses during the three months ended June 30, 2012.

Global Investment Management

Revenue increased by $62.1 million, or 107.9%, for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011, driven by contributions from the REIM Acquisitions acquired in the second half of 2011. Foreign currency translation had a $5.2 million negative impact on total revenue during the three months ended June 30, 2012.

Operating, administrative and other expenses increased by $38.8 million, or 66.9%, for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This increase was primarily driven by an increase in costs attributable to the REIM Acquisitions, including transaction and integration costs. Foreign currency translation had a $5.0 million positive impact on total operating expenses during the three months ended June 30, 2012.

Total AUM as of June 30, 2012 amounted to $91.2 billion, representing a 3% decrease from year-end 2011 but a 133% increase from the second quarter of 2011 as a result of the REIM Acquisitions.

Development Services

Revenue increased slightly to $17.8 million for the three months ended June 30, 2012 as compared to $17.2 million for the three months ended June 30, 2011.

Operating, administrative and other expenses decreased by $2.6 million, or 13.3%, for the three months ended June 30, 2012 as compared to the three months ended June 30, 2011. This decrease was primarily driven by reduced bonus accruals resulting from lower gains on property sales in the current year.

As of June 30, 2012, development projects in process totaled $4.7 billion, down $0.2 billion from both year-end 2011 and the second quarter of 2011. The inventory of pipeline deals totaled $1.4 billion, up $0.2 billion from year-end 2011 and consistent with the level in the second quarter of 2011.

Six Months Ended June 30, 2012 Compared to the Six Months Ended June 30, 2011

Americas

Revenue increased by $211.6 million, or 12.8%, for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This improvement was primarily driven by higher sales, leasing and outsourcing activity as well as increased commercial mortgage brokerage revenue. Foreign currency translation had a $14.3 million negative impact on total revenue during the six months ended June 30, 2012.

Cost of services increased by $135.4 million, or 13.0%, for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011, primarily due to higher salaries and related costs associated with our property and facilities management contracts. Increased commission expense resulting from higher sales and

 

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lease transaction revenue also contributed to an increase in cost of services in the current year. Foreign currency translation had a $6.6 million positive impact on cost of services during the six months ended June 30, 2012. Cost of services as a percentage of revenue was relatively consistent at 63.5% for the six months ended June 30, 2012 versus 63.4% for the six months ended June 30, 2011.

Operating, administrative and other expenses increased by $18.2 million, or 4.4%, for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. The increase was primarily driven by higher payroll-related costs, including bonuses, which resulted from increased headcount and improved operating performance as well as higher professional fees incurred in the current year. Foreign currency translation had a $4.5 million positive impact on total operating expenses during the six months ended June 30, 2012.

EMEA

Revenue decreased by $20.4 million, or 4.4%, for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. Foreign currency translation had a $26.0 million negative impact on total revenue during the six months ended June 30, 2012. In addition, Europe’s continuing weak economic growth resulted in lower leasing activity market-wide. However, sales and outsourcing revenue improved, despite uncertainty created by the region’s sovereign debt challenges. Revenue grew modestly in the Netherlands and the United Kingdom, but this was offset by reduced revenue in other countries in the region, most notably in France, which had a particularly strong first half in 2011.

Cost of services decreased by $11.3 million, or 3.9%, for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. Foreign currency translation had a $15.3 million positive impact on cost of services during the six months ended June 30, 2012. This was partially offset by higher costs associated with increased headcount attributable to in-fill acquisitions completed in mid to late 2011. Cost of services as a percentage of revenue increased slightly to 61.9% for the six months ended June 30, 2012 from 61.6% for the six months ended June 30, 2011.

Operating, administrative and other expenses increased by $7.1 million, or 4.6%, for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011, partially due to higher costs, including payroll-related and occupancy costs, partly stemming from in-fill acquisitions made in mid to late 2011. These costs were somewhat offset by foreign currency translation, which had an $8.3 million positive impact on total operating expenses during the six months ended June 30, 2012.

Asia Pacific

Revenue increased by $19.4 million, or 5.6%, for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011, reflecting improved overall performance in several countries, particularly Australia, India and Japan. However, investment sales in the region saw decidedly less activity than in the prior year period. Foreign currency translation had a $7.1 million negative impact on total revenue during the six months ended June 30, 2012.

Cost of services increased by $18.0 million, or 8.1%, for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011, driven by higher salaries and related costs associated with our property and facilities management contracts throughout the region and increases in headcount, particularly in Australia (partially due to an in-fill acquisition completed in May 2011) as well as investments in China. Foreign currency translation had a $5.8 million positive impact on cost of services during the six months ended June 30, 2012. Cost of services as a percentage of revenue increased to 65.1% for the six months ended June 30, 2012 as compared to 63.6% for the six months ended June 30, 2011, primarily driven by the aforementioned additions to headcount.

 

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Operating, administrative and other expenses increased by $6.7 million, or 7.0%, for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. The increase was partially due to higher costs stemming from an in-fill acquisition completed in Australia as well as an increase in bonuses. Foreign currency translation also had a $0.3 million negative impact on total operating expenses during the six months ended June 30, 2012.

Global Investment Management

Revenue increased by $137.0 million, or 127.0%, for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011, driven by contributions from the REIM Acquisitions acquired in the second half of 2011. Foreign currency translation had a $7.1 million negative impact on total revenue during the six months ended June 30, 2012.

Operating, administrative and other expenses increased by $87.8 million, or 84.8%, for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This increase was primarily driven by an increase in costs attributable to the REIM Acquisitions, including transaction and integration costs. Foreign currency translation had a $6.4 million positive impact on total operating expenses during the six months ended June 30, 2012.

Development Services

Revenue decreased by $3.8 million, or 10.3%, for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011, attributable to a decrease in incentive fees and lower rental income as a result of property dispositions in the later quarters of 2011.

Operating, administrative and other expenses decreased by $6.5 million, or 16.1%, for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011. This decrease was primarily driven by lower bonus accruals resulting from higher gains on property sales in the prior year as well as lower property operating expenses as a result of the property dispositions noted above in this segment’s revenue discussion.

Liquidity and Capital Resources

We believe that we can satisfy our working capital requirements and funding of investments with internally generated cash flow and, as necessary, borrowings under our revolving credit facility. Our 2012 expected capital requirements include up to $170 million of anticipated net capital expenditures, including requirements associated with the REIM Acquisitions. During the six months ended June 30, 2012, we incurred $30.3 million of net capital expenditures. As of June 30, 2012, we had aggregate commitments of $30.3 million to fund future co-investments in our Global Investment Management business, $8.9 million of which is expected to be funded in 2012. Additionally, as of June 30, 2012, we had committed to fund $15.5 million of additional capital to unconsolidated subsidiaries within our Development Services business, which we may be required to fund at any time. In recent years, the global credit markets have experienced unprecedented tightening, which could affect both the availability and cost of our funding sources in the future.

On February 15, 2011, we announced that we had entered into definitive agreements to acquire the majority of the real estate investment management business of Netherlands-based ING for approximately $940 million in cash. The acquisitions included substantially all of the ING REIM operations in Europe and Asia, as well as substantially all of CRES, its U.S.-based global real estate listed securities business. On February 15, 2011, we also announced that we expected to acquire approximately $55 million of CRES co-investments from ING and potentially additional interests in other funds managed by ING REIM Europe and ING REIM Asia. On July 1, 2011, we acquired CRES for $324.1 million and CRES co-investments from ING for an aggregate amount of $58.6 million, using borrowings from our tranche D term loan facility under our credit agreement to finance these transactions. On October 3, 2011, we acquired ING REIM’s operations in Asia for $45.3 million and three

 

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ING REIM Asia co-investments from ING for an aggregate amount of $13.9 million, using borrowings from our tranche C term loan facility under our credit agreement to finance these transactions. On October 31, 2011, we completed the ING REIM Europe portion of the REIM Acquisitions, acquiring ING REIM’s operations in Europe for $442.5 million and one co-investment from ING for $7.4 million, using borrowings from our tranche C term loan facility under our credit agreement, cash on hand and borrowings under our revolving credit facility to finance these transactions. During the six months ended June 30, 2012, we also funded nine additional co-investments for an aggregate amount of $34.8 million related to ING REIM Europe. Our initial estimate of $940 million in total purchase price for the REIM Acquisitions has been reduced by approximately $47 million for certain fund and separate account management contracts that were not acquired and for certain balance sheet adjustments. There is a possibility of an additional closing of approximately $80 million and further co-investments of up to $20 million in the future related to our acquisition of ING REIM Europe.

During 2003 and 2006, we required substantial amounts of equity and debt financing to fund our acquisitions of Insignia and Trammell Crow Company. We also conducted two debt offerings in recent years. The first, in 2009, was part of a capital restructuring in response to the global economic recession, and the second, in 2010, was to take advantage of low interest rates and term availability. Absent extraordinary transactions such as these and the equity offerings we completed during the unprecedented global capital markets disruption in 2008 and 2009, we historically have not sought external sources of financing and have relied on our internally generated cash flow and our revolving credit facility to fund our working capital, capital expenditure and investment requirements. In the absence of such extraordinary events, our management anticipates that our cash flow from operations and our revolving credit facility would be sufficient to meet our anticipated cash requirements for the foreseeable future, but at a minimum for the next 12 months. From time to time, we may seek to take advantage of market opportunities to refinance existing debt securities with new debt securities at lower interest rates, longer maturities or better terms.

As evidenced above, from time to time, we consider potential strategic acquisitions. We believe that any future significant acquisitions that we may make most likely would require us to obtain additional debt or equity financing. In the past, we have been able to obtain such financing for material transactions on terms that we believed to be reasonable. However, it is possible that we may not be able to find acquisition financing on favorable terms, or at all, in the future if we decide to make any further material acquisitions.

Our long-term liquidity needs, other than those related to ordinary course obligations and commitments such as operating leases, generally are comprised of two elements. The first is the repayment of the outstanding and anticipated principal amounts of our long-term indebtedness. We are unable to project with certainty whether our long-term cash flow from operations will be sufficient to repay our long-term debt when it comes due. If our cash flow is insufficient, then we expect that we would need to refinance such indebtedness or otherwise amend its terms to extend the maturity dates. We cannot make any assurances that such refinancing or amendments would be available on attractive terms, if at all.

The second long-term liquidity need is the repayment of obligations under our pension plans in the United Kingdom. Our subsidiaries based in the United Kingdom maintain two contributory defined benefit pension plans to provide retirement benefits to existing and former employees participating in the plans. With respect to these plans, our historical policy has been to contribute annually, an amount to fund pension cost as actuarially determined and as required by applicable laws and regulations. Our contributions to these plans are invested and, if these investments do not perform in the future as well as we expect, we will be required to provide additional funding to cover any shortfall. The underfunded status of our defined benefit pension plans included in pension liability in the accompanying consolidated balance sheets was $60.6 million and $60.9 million at June 30, 2012 and December 31, 2011, respectively. We expect to contribute a total of $5.9 million to fund our pension plans for the year ending December 31, 2012, of which $2.9 million was funded as of June 30, 2012.

 

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Historical Cash Flows

Operating Activities

Net cash used in operating activities totaled $201.7 million for the six months ended June 30, 2012, an increase of $45.3 million as compared to the six months ended June 30, 2011. The increase in cash used by operating activities in the current year was primarily due to higher bonuses and income taxes paid as well as an increase in real estate held for sale and under development in the current year. These items were partially offset by an increase in depreciation and amortization expense in the current year and activities associated with securities acquired in our acquisition of CRES.

Investing Activities

Net cash used in investing activities totaled $133.5 million for the six months ended June 30, 2012 as compared to net cash provided by investing activities of $47.7 million for the six months ended June 30, 2011. The increase in cash used in investing activities in the current year was primarily driven by higher net proceeds received from the disposition of real estate held for investment in the prior year, a decrease in cash as a result of the deconsolidation of CBRE Clarion U.S., L.P. in the current year and higher contributions to investments in unconsolidated subsidiaries in the current year. These items were partially offset by a greater use of cash for in-fill acquisitions in the prior year.

Financing Activities

Net cash used in financing activities totaled $26.0 million for the six months ended June 30, 2012 versus net cash provided by financing activities of $339.6 million for the six months ended June 30, 2011. The increase in cash used in financing activities was primarily due to $400.0 million of tranche D term loan facilities drawn at June 30, 2011 to finance the CRES portion of the REIM Acquisitions that closed on July 1, 2011. Also contributing to the increase was higher net borrowings under our revolving credit facility in the prior year. These items were partially offset by higher net repayments of notes payable on real estate in the prior year as well as greater financing cost paid in the prior year.

Significant Indebtedness

Our level of indebtedness increases the possibility that we may be unable to generate cash sufficient to pay when due the principal of, interest on or other amounts due in respect of our indebtedness and other obligations. In addition, we may incur additional debt from time to time to finance strategic acquisitions, investments, joint ventures or for other purposes, subject to the restrictions contained in the documents governing our indebtedness. If we incur additional debt, the risks associated with our leverage, including our ability to service our debt, would increase.

Since 2001, we have maintained credit facilities with Credit Suisse Group AG, or CS, and other lenders to fund strategic acquisitions and to provide for our working capital needs. On November 10, 2010, we entered into a new credit agreement (as amended, the Credit Agreement) with a syndicate of banks led by CS, as administrative and collateral agent, to completely refinance our previous credit facilities. On March 4, 2011, we entered into an amendment to our Credit Agreement to, among other things, increase flexibility to various covenants to accommodate the REIM Acquisitions and to maintain the availability of the $800.0 million incremental facility under the Credit Agreement. On March 4, 2011, we also entered into an incremental assumption agreement to allow for the establishment of new tranche C and tranche D term loan facilities. On November 10, 2011, we entered into an incremental assumption agreement led jointly by HSBC Bank USA, N.A. and J.P. Morgan Securities LLC to allow for the establishment of a new tranche A-1 term loan facility, which also reduced the $800.0 million incremental facility under the Credit Agreement.

 

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Our Credit Agreement currently provides for the following: (1) a $700.0 million revolving credit facility, including revolving credit loans, letters of credit and a swingline loan facility, maturing on May 10, 2015; (2) a $350.0 million tranche A term loan facility requiring quarterly principal payments, which began on December 31, 2010 and continue through September 30, 2015, with the balance payable on November 10, 2015; (3) a £187.0 million (approximately $300.0 million) tranche A-1 term loan facility requiring quarterly principal payments, which began on December 30, 2011 and continue through March 31, 2016, with the balance payable on May 10, 2016; (4) a $300.0 million tranche B term loan facility requiring quarterly principal payments, which began on December 31, 2010 and continue through September 30, 2016, with the balance payable on November 10, 2016; (5) a $400.0 million tranche C term loan facility requiring quarterly principal payments, which began on September 30, 2011 and continue through December 31, 2017, with the balance payable on March 4, 2018; (6) a $400.0 million tranche D term loan facility requiring quarterly principal payments, which began on September 30, 2011 and continue through June 30, 2019, with the balance payable on September 4, 2019 and (7) an accordion provision which provides the ability to borrow additional funds under an incremental facility. The incremental facility is equivalent to the sum of $800.0 million and the aggregate amount of all repayments of term loans and permanent reductions of revolver commitments under the Credit Agreement. However, at no time may the sum of all outstanding amounts under the Credit Agreement exceed $2.95 billion. On November 10, 2011, we utilized the incremental facility to issue the tranche A-1 term loan facility.

In regards to the tranche C and tranche D term loan facilities, we had up to 180 days from the date we entered into the related incremental assumption agreement to draw on these facilities during which period we were required to pay a fee on the unused portions of each facility. On June 30, 2011, we drew down $400.0 million of the tranche D term loan facility to finance the CRES portion of the REIM Acquisitions, which closed on July 1, 2011. On August 31, 2011, we drew down $400.0 million of the tranche C term loan facility, part of which was used to finance the ING REIM Asia portion of the REIM Acquisitions, which closed on October 3, 2011. The remaining borrowings were used to finance the acquisition of ING REIM’s operations in Europe, which closed on October 31, 2011.

The revolving credit facility allows for borrowings outside of the U.S., with sub-facilities of $5.0 million available to one of our Canadian subsidiaries, $35.0 million in aggregate available to one of our Australian and one of our New Zealand subsidiaries and $50.0 million available to one of our U.K. subsidiaries. Additionally, outstanding borrowings under these sub-facilities may be up to 5.0% higher as allowed under the currency fluctuation provision in the Credit Agreement. Borrowings under the revolving credit facility as of June 30, 2012 bear interest at varying rates, based at our option, on either the applicable fixed rate plus 1.65% to 3.15% or the daily rate plus 0.65% to 2.15% as determined by reference to our ratio of total debt less available cash to EBITDA (as defined in the Credit Agreement). As of June 30, 2012 and December 31, 2011, we had $52.8 million and $44.8 million, respectively, of revolving credit facility principal outstanding with related weighted average interest rates of 3.7% and 4.3%, respectively, which are included in short-term borrowings in the consolidated balance sheets set forth in Item 1 of this Quarterly Report. As of June 30, 2012, letters of credit totaling $17.2 million were outstanding under the revolving credit facility. These letters of credit were primarily issued in the normal course of business as well as in connection with certain insurance programs and reduce the amount we may borrow under the revolving credit facility.

Borrowings under the term loan facilities as of June 30, 2012 bear interest, based at our option, on the following: for the tranche A and A-1 term loan facilities, on either the applicable fixed rate plus 2.00% to 3.75% or the daily rate plus 1.00% to 2.75%, as determined by reference to our ratio of total debt less available cash to EBITDA (as defined in the Credit Agreement), for the tranche B term loan facility, on either the applicable fixed rate plus 3.25% or the daily rate plus 2.25%, for the tranche C term loan facility, on either the applicable fixed rate plus 3.25% or the daily rate plus 2.25% and for the tranche D term loan facility, on either the applicable fixed rate plus 3.50% or the daily rate plus 2.50%. As of June 30, 2012 and December 31, 2011, we had $288.8 million and $306.3 million, respectively, of tranche A term loan facility principal outstanding, $277.3 million and $285.1 million, respectively, of tranche A-1 term loan facility principal outstanding, $294.7 million and $296.3 million, respectively, of tranche B term loan facility principal outstanding, $396.0 million and $398.0 million,

 

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respectively, of tranche C term loan facility principal outstanding and $396.0 million and $398.0 million, respectively, of tranche D term loan facility principal outstanding, which are included in the consolidated balance sheets set forth in Item 1 of this Quarterly Report.

In March 2011, we entered into five interest rate swap agreements, all with effective dates in October 2011, and immediately designated them as cash flow hedges in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 815, “Derivatives and Hedging.” The purpose of these interest rate swap agreements is to hedge potential changes to our cash flows due to the variable interest nature of our senior secured term loan facilities. The total notional amount of these interest rate swap agreements is $400.0 million, with $200.0 million expiring in October 2017 and $200.0 million expiring in September 2019. There was no hedge ineffectiveness for the three and six months ended June 30, 2012 and 2011. As of June 30, 2012 and December 31, 2011, the fair values of these interest rate swap agreements were reflected as a $47.0 million liability and a $39.9 million liability, respectively, and were included in other long-term liabilities in the consolidated balance sheets set forth in Item 1 of this Quarterly Report.

The Credit Agreement is jointly and severally guaranteed by us and substantially all of our domestic subsidiaries. Borrowings under our Credit Agreement are secured by a pledge of substantially all of the capital stock of our U.S. subsidiaries and 65.0% of the capital stock of certain non-U.S. subsidiaries. Also, the Credit Agreement requires us to pay a fee based on the total amount of the revolving credit facility commitment.

On October 8, 2010, CBRE Services, Inc., or CBRE, our wholly-owned subsidiary, issued $350.0 million in aggregate principal amount of 6.625% senior notes due October 15, 2020. The 6.625% senior notes are unsecured obligations of CBRE, senior to all of its current and future subordinated indebtedness, but effectively subordinated to all of its current and future secured indebtedness. The 6.625% senior notes are jointly and severally guaranteed on a senior basis by us and each subsidiary of CBRE that guarantees our Credit Agreement. Interest accrues at a rate of 6.625% per year and is payable semi-annually in arrears on April 15 and October 15, having commenced on April 15, 2011. The 6.625% senior notes are redeemable at our option, in whole or in part, on or after October 15, 2014 at a redemption price of 104.969% of the principal amount on that date and at declining prices thereafter. At any time prior to October 15, 2014, the 6.625% senior notes may be redeemed by us, in whole or in part, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest and an applicable premium (as defined in the indenture governing these notes), which is based on the present value of the October 15, 2014 redemption price plus all remaining interest payments through October 15, 2014. In addition, prior to October 15, 2013, up to 35.0% of the original issued amount of the 6.625% senior notes may be redeemed at a redemption price of 106.625% of the principal amount, plus accrued and unpaid interest, solely with the net cash proceeds from public equity offerings. If a change of control triggering event (as defined in the indenture governing our 6.625% senior notes) occurs, we are obligated to make an offer to purchase the remaining 6.625% senior notes at a redemption price of 101.0% of the principal amount, plus accrued and unpaid interest. The amount of the 6.625% senior notes included in the consolidated balance sheets set forth in Item 1 of this Quarterly Report was $350.0 million at both June 30, 2012 and December 31, 2011.

On June 18, 2009, CBRE issued $450.0 million in aggregate principal amount of 11.625% senior subordinated notes due June 15, 2017 for approximately $435.9 million, net of discount. The 11.625% senior subordinated notes are unsecured senior subordinated obligations of CBRE and are jointly and severally guaranteed on a senior subordinated basis by us and our domestic subsidiaries that guarantee our Credit Agreement. Interest accrues at a rate of 11.625% per year and is payable semi-annually in arrears on June 15 and December 15. The 11.625% senior subordinated notes are redeemable at our option, in whole or in part, on or after June 15, 2013 at 105.813% of par on that date and at declining prices thereafter. At any time prior to June 15, 2013, the 11.625% senior subordinated notes may be redeemed by us, in whole or in part, at a price equal to 100% of the principal amount, plus accrued and unpaid interest and an applicable premium (as defined in the indenture governing these notes), which is based on the present value of the June 15, 2013 redemption price plus all remaining interest payments through June 15, 2013. In addition, prior to June 15, 2012, up to 35.0%

 

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of the original issued amount of the 11.625% senior subordinated notes may be redeemed at 111.625% 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 (as defined in the indenture governing our 11.625% senior subordinated notes), we are obligated to make an offer to purchase the remaining 11.625% senior subordinated notes at a redemption price of 101.0% of the principal amount, plus accrued and unpaid interest. The amount of the 11.625% senior subordinated notes included in the consolidated balance sheets set forth in Item 1 of this Quarterly Report, net of unamortized discount, was $439.7 million and $439.0 million at June 30, 2012 and December 31, 2011, respectively.

Our Credit Agreement and the indentures governing our 6.625% senior notes and 11.625% senior subordinated notes contain numerous restrictive covenants that, among other things, limit our ability to incur additional indebtedness, pay dividends or make distributions to stockholders, repurchase capital stock or debt, make investments, sell assets or subsidiary stock, create or permit liens on assets, engage in transactions with affiliates, enter into sale/leaseback transactions, issue subsidiary equity and enter into consolidations or mergers. Our Credit Agreement also currently requires us to maintain a minimum coverage ratio of EBITDA (as defined in the Credit Agreement) to total interest expense of 2.25x and a maximum leverage ratio of total debt less available cash to EBITDA (as defined in the Credit Agreement) of 3.75x. Our coverage ratio of EBITDA to total interest expense was 11.13x for the trailing twelve months ended June 30, 2012 and our leverage ratio of total debt less available cash to EBITDA was 1.76x as of June 30, 2012. We may from time to time, in our sole discretion, look for opportunities to refinance or reduce our outstanding debt under our Credit Agreement and under our 6.625% senior notes and 11.625% senior subordinated notes.

From time to time, Moody’s Investor Service, Inc., or Moody’s, and Standard & Poor’s Ratings Services, or Standard & Poor’s, rate our senior debt. Neither the Moody’s nor the Standard & Poor’s ratings impact our ability to borrow under our Credit Agreement. However, these ratings may impact our ability to borrow under new agreements in the future and the interest rates of any such future borrowings.

We had short-term borrowings of $474.8 million and $758.2 million with related average interest rates of 2.5% and 2.9% as of June 30, 2012 and December 31, 2011, respectively, which are included in the consolidated balance sheets set forth in Item 1 of this Quarterly Report.

On March 2, 2007, we entered into a $50.0 million credit note with Wells Fargo Bank for the purpose of purchasing eligible investments, which include cash equivalents, agency securities, A1/P1 commercial paper and eligible money market funds. The proceeds of this note are not made generally available to us, but instead are deposited in an investment account maintained by Wells Fargo Bank and used and applied solely to purchase eligible investment securities. This agreement has been amended several times and currently provides for a $40.0 million revolving credit note, bears interest at 0.25% and has a maturity date of December 31, 2012. As of June 30, 2012 and December 31, 2011, there were no amounts outstanding under this note.

On March 4, 2008, we entered into a $35.0 million credit and security agreement with Bank of America, or BofA, for the purpose of purchasing eligible financial instruments, which include A1/P1 commercial paper, U.S. Treasury securities, GSE discount notes (as defined in the credit and security agreement) and money market funds. The proceeds of this loan are not made generally available to us, but instead are deposited in an investment account maintained by BofA and used and applied solely to purchase eligible financial instruments. This agreement has been amended several times and currently provides for a $5.0 million credit line, bears interest at 1% and has a maturity date of February 28, 2013. As of June 30, 2012 and December 31, 2011, there were no amounts outstanding under this agreement.

On August 19, 2008, we entered into a $15.0 million uncommitted facility with First Tennessee Bank for the purpose of purchasing investments, which include cash equivalents, agency securities, A1/P1 commercial paper and eligible money market funds. The proceeds of this facility are not made generally available to us, but instead are held in a collateral account maintained by First Tennessee Bank. This agreement has been amended several

 

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times and currently provides for a $4.0 million credit line, bears interest at 0.25% and has a maturity date of August 4, 2013. As of June 30, 2012 and December 31, 2011, there were no amounts outstanding under this facility.

Our wholly-owned subsidiary, CBRE Capital Markets, has the following warehouse lines of credit: credit agreements with JP Morgan Chase Bank, N.A., or JP Morgan, BofA, TD Bank, N.A., or TD Bank, Kemps Landing Capital Company, LLC, or Kemps Landing, and Capital One, N.A., or Capital One, for the purpose of funding mortgage loans that will be resold, and a funding arrangement with Fannie Mae for the purpose of selling a percentage of certain closed multi-family loans.

On November 15, 2005, CBRE Capital Markets entered into a secured credit agreement with JP Morgan to establish a warehouse line of credit. Effective July 26, 2012, the warehouse line of credit was temporarily increased from $210.0 million to $300.0 million until August 15, 2012, after which it will revert back to the $210.0 million limit. This agreement has been amended several times and currently bears interest at the daily LIBOR plus 2.50% and has a maturity date of September 28, 2012.

On April 16, 2008, CBRE Capital Markets entered into a secured credit agreement with BofA to establish a warehouse line of credit. Effective March 2, 2012, the warehouse line of credit was increased from $125.0 million to $150.0 million. Effective June 13, 2012, the warehouse line of credit was further increased to $200.0 million. The senior secured revolving line of credit bears interest at the daily one-month LIBOR plus 2.0% with a maturity date of May 29, 2013.

In August 2009, CBRE Capital Markets entered into a funding arrangement with Fannie Mae under its Multifamily As Soon As Pooled Plus Agreement and its Multifamily As Soon As Pooled Sale Agreement, or ASAP Program. Under the ASAP Program, CBRE Capital Markets may elect, on a transaction by transaction basis, to sell a percentage of certain closed multifamily loans to Fannie Mae on an expedited basis. After all contingencies are satisfied, the ASAP Program requires that CBRE Capital Markets repurchase the interest in the multifamily loan previously sold to Fannie Mae followed by either a full delivery back to Fannie Mae via whole loan execution or a securitization into a mortgage backed security. Effective July 10, 2012, the maximum outstanding balance under the ASAP Program increased from $150.0 million to $200.0 million. Between the sale date to Fannie Mae and the repurchase date by CBRE Capital Markets, the outstanding balance bears interest and is payable to Fannie Mae at the daily LIBOR rate plus 1.35% with a LIBOR floor of 0.35%.

On December 21, 2010, CBRE Capital Markets entered into a secured credit agreement with TD Bank to establish a warehouse line of credit. Effective October 13, 2011, the warehouse line of credit was increased from $75.0 million to $100.0 million. Effective June 26, 2012, the warehouse line of credit was further increased to $150.0 million. The secured revolving line of credit bears interest at the daily one-month LIBOR plus 2.0% with a maturity date of June 30, 2013.

On December 21, 2010, CBRE Capital Markets entered into an uncommitted funding arrangement with Kemps Landing providing CBRE Capital Markets with the ability to fund Freddie Mac multi-family loans. Effective March 2, 2012, the maximum outstanding balance allowed under this arrangement was decreased from $500.0 million to $475.0 million. Effective June 13, 2012, the maximum outstanding balance allowed under this arrangement was decreased further to $375.0 million. The outstanding borrowings bear interest at LIBOR plus 2.75% with a LIBOR floor of 0.25% and the agreement expires on December 19, 2012. On January 6, 2012, the Federal Housing Finance Agency announced a termination of Freddie Mac’s purchase commitment agreement with Kemps Landing effective June 30, 2012. As of July 13, 2012, CBRE Capital Markets had no outstanding balances with Kemps Landing.

On July 30, 2012, CBRE Capital Markets entered into a secured credit agreement with Capital One to establish a warehouse line of credit. This agreement provides for a $200.0 million senior secured revolving line of credit and bears interest at the daily one-month LIBOR plus 1.9% with a maturity date of July 29, 2013.

 

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During the six months ended June 30, 2012, we had a maximum of $781.0 million of warehouse lines of credit principal outstanding. As of June 30, 2012 and December 31, 2011, we had $417.2 million and $713.4 million of warehouse lines of credit principal outstanding, respectively, which are included in short-term borrowings in the consolidated balance sheets set forth in Item 1 of this Quarterly Report. Additionally, we had $423.7 million and $720.1 million of mortgage loans held for sale (warehouse receivables), as of June 30, 2012 and December 31, 2011, respectively, which substantially represented mortgage loans funded through the lines of credit that, while committed to be purchased, had not yet been purchased and which are also included in the consolidated balance sheets set forth in Item 1 of this Quarterly Report.

A significant number of our subsidiaries in Europe have had a Euro cash pool loan since 2001, which is used to fund their short-term liquidity needs. The Euro cash pool loan is an overdraft line for our European operations issued by HSBC Bank. The Euro cash pool loan has no stated maturity date and bears interest at varying rates based on LIBOR plus 2.5%. As of June 30, 2012, there was $4.7 million of Euro cash pool loan outstanding, which has been included in short-term borrowings in the consolidated balance sheets set forth in Item 1 of this Quarterly Report. There were no amounts outstanding under this facility as of December 31, 2011.

Off-Balance Sheet Arrangements

We had outstanding letters of credit totaling $16.6 million as of June 30, 2012, excluding letters of credit for which we have outstanding liabilities already accrued on our consolidated balance sheet related to our subsidiaries’ outstanding reserves for claims under certain insurance programs as well as letters of credit related to operating leases. These letters of credit are primarily executed by us in the ordinary course of business and expire at varying dates through July 2013.

We had guarantees totaling $33.3 million as of June 30, 2012, excluding guarantees related to pension liabilities, consolidated indebtedness and other obligations for which we have outstanding liabilities already accrued on our consolidated balance sheet, and operating leases. The $33.3 million primarily consists of guarantees related to our defined benefit pension plans in the United Kingdom (in excess of our outstanding pension liability of $60.6 million as of June 30, 2012), which are continuous guarantees that will not expire until all amounts have been paid out for our pension liabilities. The remainder of the guarantees mainly represents guarantees of obligations of unconsolidated subsidiaries, which expire at varying dates through May 2014, as well as various guarantees of management contracts in our operations overseas, which expire at the end of each of the respective agreements.

In addition, as of June 30, 2012, we had numerous completion and budget guarantees relating to development projects. These guarantees are made by us in the ordinary course of our Development Services business. Each of these guarantees requires us to complete construction of the relevant project within a specified timeframe and/or within a specified budget, with us potentially being liable for costs to complete in excess of such timeframe or budget. However, we generally have “guaranteed maximum price” contracts with reputable general contractors with respect to projects for which we provide these guarantees. These contracts are intended to pass the risk to such contractors. While there can be no assurance, we do not expect to incur any material losses under these guarantees.

In January 2008, CBRE Multifamily Capital, Inc., or CBRE MCI, a wholly-owned subsidiary of CBRE Capital Markets, Inc., entered into an agreement with Fannie Mae, under Fannie Mae’s Delegated Underwriting and Servicing Lender Program, or DUS Program, to provide financing for multifamily housing with five or more units. Under the DUS Program, CBRE MCI originates, underwrites, closes and services loans without prior approval by Fannie Mae, and in selected cases, is subject to sharing up to one-third of any losses on loans originated under the DUS Program. CBRE MCI has funded loans subject to such loss sharing arrangements with unpaid principal balances of $4.3 billion at June 30, 2012. Additionally, CBRE MCI has funded loans under the DUS Program that are not subject to loss sharing arrangements with unpaid principal balances of approximately $514.0 million at June 30, 2012. CBRE MCI, under its agreement with Fannie Mae, must post cash reserves

 

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under formulas established by Fannie Mae to provide for sufficient capital in the event losses occur. As of June 30, 2012 and December 31, 2011, CBRE MCI had $6.5 million and $4.6 million, respectively, of cash deposited under this reserve arrangement, and had provided approximately $8.0 million and $6.4 million, respectively, of loan loss accruals. Fannie Mae’s recourse under the DUS Program is limited to the assets of CBRE MCI, which totaled approximately $254.7 million (including $164.2 million of warehouse receivables, a substantial majority of which are pledged against warehouse lines of credit and are therefore not available to Fannie Mae) at June 30, 2012.

An important part of the strategy for our Global Investment Management business involves investing our capital in certain real estate investments with our clients. These co-investments typically range from 2.0% to 5.0% of the equity in a particular fund. As of June 30, 2012, we had aggregate commitments of $30.3 million to fund future co-investments, $8.9 million of which is expected to be funded in 2012. In addition to required future capital contributions, some of the co-investment entities may request additional capital from us and our subsidiaries holding investments in those assets and the failure to provide these contributions could have adverse consequences to our interests in these investments.

Additionally, an important part of our Development Services business strategy is to invest in unconsolidated real estate subsidiaries as a principal (in most cases co-investing with our clients). As of June 30, 2012, we had committed to fund $15.5 million of additional capital to these unconsolidated subsidiaries, which may be called at any time.

Seasonality

A significant portion of our revenue is seasonal, which can affect an investor’s ability to compare our financial condition and results of operations on a quarter-by-quarter basis. Historically, this seasonality has caused our revenue, operating income, net income and cash flow from operating activities to be lower in the first two quarters and higher in the third and fourth quarters of each year. Earnings and cash flow have historically been particularly concentrated in the fourth quarter due to investors and companies focusing on completing transactions prior to calendar year-end. This has historically resulted in lower profits or a loss in the first quarter, with revenue and profitability improving in each subsequent quarter.

New Accounting Pronouncements

In December 2011, the FASB issued Accounting Standards Update, or ASU, 2011-10, “Property, Plant, and Equipment (Topic 360): Derecognition of in Substance Real Estate – a Scope Clarification.” This ASU requires that a reporting entity that ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt would apply FASB ASC Subtopic 360-20, Property, Plant, and Equipment – Real Estate Sales, to determine whether to derecognize assets and liabilities of that subsidiary. ASU 2011-10 is effective prospectively for a deconsolidation event that takes place in fiscal years, and interim periods within those years, beginning on or after June 15, 2012. We do not believe the adoption of this update will have a material effect on our consolidated financial position or results of operations.

In December 2011, the FASB issued ASU 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.” This ASU adds certain additional disclosure requirements about financial instruments and derivative instruments that are subject to netting arrangements. ASU 2011-11 is effective for fiscal years, and interim periods within those years, beginning after January 1, 2013, with retrospective application required. We do not believe the adoption of this update will have a material impact on the disclosure requirements for our consolidated financial statements.

 

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Cautionary Note on Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. The words “anticipate,” “believe,” “could,” “should,” “propose,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “will” and similar terms and phrases are used in this Quarterly Report on Form 10-Q to identify forward-looking statements. Except for historical information contained herein, the matters addressed in this Quarterly Report on Form 10-Q are forward-looking statements. These statements relate to analyses and other information based on forecasts of future results and estimates of amounts not yet determinable. These statements also relate to our future prospects, developments and business strategies.

These forward-looking statements are made based on our management’s expectations and beliefs concerning future events affecting us and are subject to uncertainties and factors relating to our operations and business environment, all of which are difficult to predict and many of which are beyond our control. These uncertainties and factors could cause our actual results to differ materially from those matters expressed in or implied by these forward-looking statements.

The following factors are among those, but are not only those, that may cause actual results to differ materially from the forward-looking statements:

 

   

integration issues arising out of the REIM Acquisitions and other companies we may acquire;

 

   

costs relating to the REIM Acquisitions and other businesses we may acquire;

 

   

the sustainability of the recovery in our investment sales and leasing business from the recessionary levels in 2008 and 2009, particularly in light of the European sovereign debt crisis and slowing economic activity globally in 2012;

 

   

disruptions in general economic and business conditions, particularly in geographies where our business may be concentrated;

 

   

volatility and disruption of the securities, capital and credit markets, interest rate increases, the cost and availability of capital for investment in real estate, clients’ willingness to make real estate or long-term contractual commitments and other factors impacting the value of real estate assets, inside and outside the United States, particularly Europe, which is experiencing a sovereign debt crisis;

 

   

continued high levels of, or increases in, unemployment and general slowdowns in commercial activity;

 

   

variations in historically customary seasonal patterns;

 

   

the impairment or weakened financial condition of certain of our clients;

 

   

client actions to restrain project spending and reduce outsourced staffing levels as well as the potential loss of clients in our outsourcing business due to consolidation or bankruptcies;

 

   

our ability to diversify our revenue model to offset cyclical economic trends in the commercial real estate industry;

 

   

foreign currency fluctuations, particularly in Europe where the U.S. dollar has strengthened significantly relative to the Euro and some local currencies since the middle of 2011;

 

   

our ability to attract new user and investor clients;

 

   

our ability to retain major clients and renew related contracts;

 

   

a reduction by companies in their reliance on outsourcing for their commercial real estate needs, which would impact our revenues and operating performance;

 

   

trends in pricing and risk assumption for commercial real estate services;

 

   

changes in tax laws in the United States or in other jurisdictions in which our business may be concentrated that reduce or eliminate deductions or other tax benefits we receive;

 

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our ability to compete globally, or in specific geographic markets or business segments that are material to us;

 

   

our ability to manage fluctuations in net earnings and cash flow, which could result from poor performance in our investment programs, including our participation as a principal in real estate investments;

 

   

our ability to leverage our global services platform to maximize and sustain long-term cash flow;

 

   

our exposure to liabilities in connection with real estate advisory and property management activities and our ability to procure sufficient insurance coverage on acceptable terms;

 

   

the ability of our Global Investment Management segment to realize values in investment funds sufficient to offset incentive compensation expense related thereto;

 

   

liabilities under guarantees, or for construction defects, that we incur in our Development Services business;

 

   

the ability of CBRE Capital Markets to periodically amend, or replace, on satisfactory terms, the agreements for its warehouse lines of credit;

 

   

the effect of implementation of new accounting rules and standards; and

 

   

the other factors described elsewhere in this Quarterly Report on Form 10-Q, included under the headings “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Policies” and “Quantitative and Qualitative Disclosures About Market Risk” or as described in our Annual Report on Form 10-K for the year ended December 31, 2011, in particular in Item 1A, Risk Factors, or in the other documents and reports we file with the Securities and Exchange Commission.

Forward-looking statements speak only as of the date the statements are made. You should not put undue reliance on any forward-looking statements. We assume no obligation to update forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information, except to the extent required by applicable securities laws. If we do update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements. Additional information concerning these and other risks and uncertainties is contained in our other periodic filings with the SEC.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information in this section should be read in connection with the information on market risk related to changes in interest rates and non-U.S. currency exchange rates in Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk, in our Annual Report on Form 10-K for the year ended December 31, 2011. Our exposure to market risk consists of foreign currency exchange rate fluctuations related to our international operations and changes in interest rates on debt obligations. We manage such risk primarily by managing the amount, sources, and duration of our debt funding and by using derivative financial instruments. We apply the “Derivatives and Hedging” Topic of the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) (Topic 815) when accounting for derivative financial instruments. In all cases, we view derivative financial instruments as a risk management tool and, accordingly, do not use derivatives for trading or speculative purposes.

During the six months ended June 30, 2012, approximately 40% of our business was transacted in local currencies of foreign countries, the majority of which includes the Euro, the British pound sterling, the Canadian dollar, the Chinese yuan, the Hong Kong dollar, the Japanese yen, the Singapore dollar, the Australian dollar and the Indian rupee. We attempt to manage our exposure primarily by balancing assets and liabilities and maintaining cash positions in foreign currencies only at levels necessary for operating purposes. We routinely monitor our exposure to currency exchange rate changes in connection with transactions and sometimes enter

 

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into foreign currency exchange option and forward contracts to limit our exposure to such transactions, as appropriate. In the normal course of business, we also sometimes utilize derivative financial instruments in the form of foreign currency exchange contracts to mitigate foreign currency exchange exposure resulting from intercompany loans, expected cash flow and earnings. Included in the consolidated statement of operations set forth in Item 1 of this Quarterly Report were gains of $0.8 million and charges of $2.3 million for the three and six months ended June 30, 2012, respectively, and charges of $1.2 million and $2.6 million for the three and six months ended June 30, 2011, respectively, resulting from net gains and losses on foreign currency exchange option agreements. As of June 30, 2012, the fair values of these foreign currency exchange option agreements were reflected as a $2.2 million asset and were included in prepaid expenses in the consolidated balance sheets set forth in Item 1 of this Quarterly Report.

In March 2011, we entered into five interest rate swap agreements, all with effective dates in October 2011, and immediately designated them as cash flow hedges in accordance with Topic 815. The purpose of these interest rate swap agreements is to hedge potential changes to our cash flows due to the variable interest nature of our senior secured term loan facilities. The total notional amount of these interest rate swap agreements is $400.0 million, with $200.0 million expiring in October 2017 and $200.0 million expiring in September 2019. There was no hedge ineffectiveness for the three and six months ended June 30, 2012 and 2011. As of June 30, 2012, the fair values of these interest rate swap agreements were reflected as a $47.0 million liability and were included in other long-term liabilities in the consolidated balance sheets set forth in Item 1 of this Quarterly Report.

Based upon information from third-party banks, the estimated fair value of our senior secured term loans was approximately $1.6 billion at June 30, 2012. Based on dealers’ quotes, the estimated fair values of our 6.625% senior notes and 11.625% senior subordinated notes were $371.4 million and $499.1 million, respectively, at June 30, 2012.

We utilize sensitivity analyses to assess the potential effect of our variable rate debt. If interest rates were to increase by 10.0% on our outstanding variable rate debt, excluding notes payable on real estate, at June 30, 2012, the net impact of the additional interest cost would be a decrease of $3.3 million on pre-tax income and an increase of $3.3 million on cash used in operating activities for the six months ended June 30, 2012.

We also have $389.5 million of notes payable on real estate as of June 30, 2012. Interest costs relating to notes payable on real estate include both interest that is expensed and interest that is capitalized as part of the cost of real estate. If interest rates were to increase by 10.0%, our total estimated interest cost related to notes payable would increase by approximately $1.0 million for the six months ended June 30, 2012. From time to time, we enter into interest rate swap and cap agreements in order to limit our interest expense related to our notes payable on real estate. If any of these agreements are not designated as effective hedges, then they are marked to market each period with the change in fair value recognized in current period earnings. The net impact on our earnings resulting from gains and/or losses on interest rate swap and cap agreements associated with notes payable on real estate has not been significant.

We also enter into loan commitments that relate to the origination or acquisition of commercial mortgage loans that will be held for resale. FASB ASC Topic 815 requires that these commitments be recorded at their fair values as derivatives. The net impact on our financial position and earnings resulting from these derivatives contracts has not been significant.

 

ITEM 4. CONTROLS AND PROCEDURES

Our policy for disclosure controls and procedures provides guidance on the evaluation of disclosure controls and procedures and is designed to ensure that all corporate disclosure is complete and accurate in all material respects and that all information required to be disclosed in the periodic reports submitted by us under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods and in the manner specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and

 

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procedures include, without limitation, controls and procedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures. Our Disclosure Committee consisting of the principal accounting officer, general counsel, chief communication officer, senior officers of each significant business line and other select employees assisted the Chief Executive Officer and the Chief Financial Officer in this evaluation. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as required by the Securities Exchange Act Rule 13a-15(c) as of the end of the period covered by this report.

No changes in our internal control over financial reporting occurred during the fiscal quarter ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

There have been no material changes to our legal proceedings as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011.

 

ITEM 1A. RISK FACTORS

There have been no material changes to our risk factors as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011.

 

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ITEM 6. EXHIBITS

 

Exhibit

Number

 

Description

    3.1   Restated Certificate of Incorporation of CBRE Group, Inc. filed on June 16, 2004, as amended by the Certificate of Amendment filed on June 4, 2009 and the Certificate of Ownership and Merger filed on October 3, 2011(incorporated by reference to Exhibit 3.1 of the CBRE Group, Inc. Quarterly Report on Form 10-Q filed with the SEC on November 9, 2011)
    3.2   Second Amended and Restated By-laws of CBRE Group, Inc. (incorporated by reference to Exhibit 3.2 of the CBRE Group, Inc. Current Report on Form 8-K filed with the SEC on October 3, 2011)
    4.1(a)   Securityholders’ Agreement, dated as of July 20, 2001 (“Securityholders’ Agreement”), by and among, CB Richard Ellis Group, Inc., CB Richard Ellis Services, Inc., Blum Strategic Partners, L.P., Blum Strategic Partners II, L.P., Blum Strategic Partners II GmbH & Co. KG, FS Equity Partners III, L.P., FS Equity Partners International, L.P., Credit Suisse First Boston Corporation, DLJ Investment Funding, Inc., The Koll Holding Company, Frederic V. Malek, the management investors named therein and the other persons from time to time party thereto (incorporated by reference to Exhibit 25 to Amendment No. 9 to Schedule 13D with respect to CB Richard Ellis Services, Inc. filed with the SEC on July 25, 2001)
    4.1(b)   Amendment and Waiver to Securityholders’ Agreement, dated as of April 14, 2004, by and among, CB Richard Ellis Group, Inc., CB Richard Ellis Services, Inc. and the other parties to the Securityholders’ Agreement (incorporated by reference to Exhibit 4.2(b) of the CB Richard Ellis Group, Inc. Amendment No. 2 to Registration Statement on Form S-1 filed with the SEC (No. 333-112867) on April 30, 2004)
    4.1(c)   Second Amendment and Waiver to Securityholders’ Agreement, dated as of November 24, 2004, by and among CB Richard Ellis Group, Inc., CB Richard Ellis Services, Inc. and certain of the other parties to the Securityholders’ Agreement (incorporated by reference to Exhibit 4.2(c) of the CB Richard Ellis Group, Inc. Amendment No. 1 to Registration Statement on Form S-1 filed with the SEC (No. 333-120445) on November 24, 2004)
    4.1(d)   Third Amendment and Waiver to Securityholders’ Agreement, dated as of August 1, 2005, by and among CB Richard Ellis Group, Inc., CB Richard Ellis Services, Inc. and certain of the other parties to the Securityholders’ Agreement (incorporated by reference to Exhibit 4.1 of the CB Richard Ellis Group, Inc. Current Report on Form 8-K filed with the SEC on August 2, 2005)
    4.2(a)   Indenture, dated as of June 18, 2009, among CB Richard Ellis Services, Inc., CB Richard Ellis Group, Inc., the other guarantors party thereto and Wells Fargo Bank, National Association, as trustee, for the 11.625% Senior Subordinated Notes Due June 15, 2017 (incorporated by reference to Exhibit 4.1 of the CB Richard Ellis Group, Inc. Current Report on Form 8-K filed with the SEC on June 23, 2009)
    4.2(b)   Supplemental Indenture among CB Richard Ellis Services, Inc., CB Richard Ellis Group, Inc., certain new U.S. subsidiaries from time-to-time, the other guarantors party thereto and Wells Fargo Bank, National Association, as trustee, for the 11.625% Senior Subordinated Notes Due June 15, 2017 (incorporated by reference to Exhibit 4.1 of the CB Richard Ellis Group, Inc. Current Report on Form 8-K filed with the SEC on September 10, 2009)
    4.2(c)   Form of Supplemental Indenture among CB Richard Ellis Services, Inc., CB Richard Ellis Group, Inc., certain new U.S. subsidiaries from time-to-time, the other guarantors party thereto and Wells Fargo Bank, National Association, as trustee, for the 11.625% Senior Subordinated Notes Due June 15, 2017 (incorporated by reference to Exhibit 4.1 of the CB Richard Ellis Group, Inc. Current Report on Form 8-K filed with the SEC on July 29, 2011)
    4.3(a)   Indenture, dated as of October 8, 2010, among CB Richard Ellis Services, Inc., CB Richard Ellis Group, Inc., the other guarantors party thereto and Wells Fargo Bank, National Association, as trustee, for the 6.625% Senior Notes Due October 15, 2020 (incorporated by reference to Exhibit 4.1 of the CB Richard Ellis Group, Inc. Current Report on Form 8-K filed with the SEC on October 12, 2010)

 

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Exhibit

Number

 

Description

    4.3(b)   Form of Supplemental Indenture among CB Richard Ellis Services, Inc., CB Richard Ellis Group, Inc., certain new U.S. subsidiaries from time-to-time, the other guarantors party thereto and Wells Fargo Bank, National Association, as trustee, for the 6.625% Senior Notes Due October 15, 2020 (incorporated by reference to Exhibit 4.2 of the CB Richard Ellis Group, Inc. Current Report on Form 8-K filed with the SEC on July 29, 2011)
  10.1   CBRE Group, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.1 of the CBRE Group, Inc. Registration Statement on Form S-8 filed with the SEC on May 8, 2012)+
  10.2   Form of Nonstatutory Stock Option Agreement for the CBRE Group, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.2 of the CBRE Group, Inc. Registration Statement on Form S-8 filed with the SEC on May 8, 2012)+
  10.3   Form of Restricted Stock Unit Agreement for the CBRE Group, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 of the CBRE Group, Inc. Registration Statement on Form S-8 filed with the SEC on May 8, 2012)+
  10.4   Form of Restricted Stock Agreement for the CBRE Group, Inc. 2012 Equity Incentive Plan (incorporated by reference to Exhibit 99.4 of the CBRE Group, Inc. Registration Statement on Form S-8 filed with the SEC on May 8, 2012)+
  10.5   Transition Agreement, dated as of May 15, 2012, by and between CBRE, Inc., CBRE Group, Inc. and Brett White+*
  11   Statement concerning Computation of Per Share Earnings (filed as Note 12 of the Consolidated Financial Statements)
  31.1   Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002*
  31.2   Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002*
  32   Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002*
101.INS   XBRL Instance Document**
101.SCH   XBRL Taxonomy Extension Schema Document**
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB   XBRL Taxonomy Extension Label Linkbase Document**
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document**

 

In the foregoing description of exhibits, references to CB Richard Ellis Group, Inc. are to CBRE Group, Inc., references to CB Richard Ellis Services, Inc. are to CBRE Services, Inc., and references to CB Richard Ellis, Inc. are to CBRE Inc., in each case, prior to their respective name changes, which became effective October 3, 2011.

 

+ Denotes a management contract or compensatory arrangement
* Filed herewith
** XBRL (Extensible Business Reporting Language) information is furnished and not filed herewith, is not a part of a registration statement or Prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 

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SIGNATURES

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 GROUP, INC.
Date: August 9, 2012  

/s/    GIL BOROK        

  Gil Borok
  Chief Financial Officer (principal financial officer)
Date: August 9, 2012  

/s/    ARLIN GAFFNER        

  Arlin Gaffner
  Chief Accounting Officer (principal accounting officer)

 

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