UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
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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
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
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(Address of principal executive offices) |
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(Zip Code) |
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(Registrant's telephone number, including area code) |
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Securities registered pursuant to Section 12(g) of the Act:
None
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.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
The number of shares of Class A common stock outstanding at April 27, 2020 was
FORM 10-Q
March 31, 2020
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
Item 1. |
Financial Statements |
CBRE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in thousands, except share data)
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March 31, |
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December 31, |
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2020 |
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2019 |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Receivables, less allowance for doubtful accounts of $ March 31, 2020 and December 31, 2019, respectively |
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Warehouse receivables |
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Contract assets |
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Prepaid expenses |
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Income taxes receivable |
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Other current assets |
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Total Current Assets |
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Property and equipment, net |
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Goodwill |
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Other intangible assets, net of accumulated amortization of $ March 31, 2020 and December 31, 2019, respectively |
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Operating lease assets |
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Investments in unconsolidated subsidiaries |
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Non-current contract assets |
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Real estate under development |
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Deferred tax assets, net |
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Non-current income taxes receivable |
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Other assets, net |
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Total Assets |
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$ |
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$ |
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LIABILITIES AND EQUITY |
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Current Liabilities: |
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Accounts payable and accrued expenses |
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$ |
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$ |
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Compensation and employee benefits payable |
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Accrued bonus and profit sharing |
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Operating lease liabilities |
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Contract liabilities |
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Income taxes payable |
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Short-term borrowings: |
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Warehouse lines of credit (which fund loans that U.S. Government Sponsored Enterprises have committed to purchase) |
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Other |
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Total short-term borrowings |
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Current maturities of long-term debt |
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Other current liabilities |
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Total Current Liabilities |
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Long-term debt, net of current maturities |
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Non-current operating lease liabilities |
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Non-current tax liabilities |
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Deferred tax liabilities, net |
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Non-current income taxes payable |
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Other liabilities |
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Total Liabilities |
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Commitments and contingencies |
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Equity: |
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CBRE Group, Inc. Stockholders’ Equity: |
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Class A common stock; $ shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively |
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Additional paid-in capital |
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Accumulated earnings |
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Accumulated other comprehensive loss |
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Total CBRE Group, Inc. Stockholders’ Equity |
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Non-controlling interests |
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Total Equity |
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Total Liabilities and Equity |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
1
CBRE GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in thousands, except share data)
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Three Months Ended |
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March 31, |
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2020 |
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2019 |
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Revenue |
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$ |
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$ |
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Costs and expenses: |
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Cost of revenue |
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Operating, administrative and other |
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Depreciation and amortization |
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Asset impairments |
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Total costs and expenses |
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Gain on disposition of real estate |
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Operating income |
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Equity income from unconsolidated subsidiaries |
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Other (loss) income |
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( |
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Interest expense, net of interest income |
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Write-off of financing costs on extinguished debt |
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— |
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Income before provision for income taxes |
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Provision for income taxes |
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Net income |
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Less: Net income attributable to non-controlling interests |
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Net income attributable to CBRE Group, Inc. |
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$ |
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$ |
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Basic income per share: |
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Net income per share attributable to CBRE Group, Inc. |
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$ |
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$ |
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Weighted average shares outstanding for basic income per share |
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Diluted income per share: |
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Net income per share attributable to CBRE Group, Inc. |
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$ |
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$ |
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Weighted average shares outstanding for diluted income per share |
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The accompanying notes are an integral part of these consolidated financial statements.
2
CBRE GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollars in thousands)
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Three Months Ended |
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March 31, |
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2020 |
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2019 |
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Net income |
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$ |
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$ |
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Other comprehensive (loss) income: |
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Foreign currency translation (loss) gain |
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Amounts reclassified from accumulated other comprehensive loss to interest expense, net of tax |
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Unrealized losses on interest rate swaps, net of tax |
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— |
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Unrealized holding gains on available for sale debt securities, net of tax |
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Other, net |
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— |
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Total other comprehensive (loss) income |
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Comprehensive income |
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Less: Comprehensive income attributable to non-controlling interests |
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Comprehensive income attributable to CBRE Group, Inc. |
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$ |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
3
CBRE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
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Three Months Ended |
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March 31, |
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2020 |
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2019 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash used in operating activities: |
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Depreciation and amortization |
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Amortization and write-off of financing costs on extinguished debt |
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Gains related to mortgage servicing rights, premiums on loan sales and sales of other assets |
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Asset impairments |
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Net realized and unrealized losses (gains), primarily from investments |
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Provision for doubtful accounts |
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Net compensation (reversal) expense for equity awards |
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( |
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Equity income from unconsolidated subsidiaries |
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( |
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Distribution of earnings from unconsolidated subsidiaries |
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Proceeds from sale of mortgage loans |
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Origination of mortgage loans |
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Increase in warehouse lines of credit |
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Tenant concessions received |
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Purchase of equity securities |
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Proceeds from sale of equity securities |
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Decrease (increase) in real estate under development |
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Decrease (increase) in receivables, prepaid expenses and other assets (including contract and lease assets) |
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Decrease in accounts payable and accrued expenses and other liabilities (including contract and lease liabilities) |
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Decrease in compensation and employee benefits payable and accrued bonus and profit sharing |
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( |
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Decrease (increase) in net income taxes receivable/payable |
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( |
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Other operating activities, net |
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( |
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Net cash used in operating activities |
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( |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Capital expenditures |
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Acquisition of businesses, including net assets acquired, intangibles and goodwill, net of cash acquired |
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Contributions to unconsolidated subsidiaries |
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Distributions from unconsolidated subsidiaries |
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Other investing activities, net |
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Net cash used in investing activities |
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( |
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The accompanying notes are an integral part of these consolidated financial statements.
4
CBRE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
(Dollars in thousands)
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Three Months Ended |
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March 31, |
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2020 |
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2019 |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from senior term loans |
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— |
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Repayment of senior term loans |
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— |
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Proceeds from revolving credit facility |
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Repayment of revolving credit facility |
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( |
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Repurchase of common stock |
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( |
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( |
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Acquisition of businesses (cash paid for acquisitions more than three months after purchase date) |
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( |
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Units repurchased for payment of taxes on equity awards |
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( |
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Non-controlling interest contributions |
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Non-controlling interest distributions |
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Other financing activities, net |
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Net cash (used in) provided by financing activities |
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Effect of currency exchange rate changes on cash and cash equivalents and restricted cash |
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( |
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NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH |
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CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, AT BEGINNING OF PERIOD |
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CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, AT END OF PERIOD |
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$ |
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$ |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
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Cash paid during the period for: |
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Interest |
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$ |
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$ |
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Income tax (refunds) payments, net |
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$ |
( |
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$ |
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The accompanying notes are an integral part of these consolidated financial statements.
5
CBRE GROUP, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(Dollars in thousands)
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CBRE Group, Inc. Shareholders |
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Class A common stock |
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Additional paid-in capital |
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Accumulated earnings |
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Accumulated other comprehensive loss |
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Non- controlling interests |
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Total |
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Balance at December 31, 2019 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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Compensation reversal for equity awards |
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— |
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( |
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— |
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— |
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— |
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( |
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Units repurchased for payment of taxes on equity awards |
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— |
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( |
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— |
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— |
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— |
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( |
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Repurchase of common stock |
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— |
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( |
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— |
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— |
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— |
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( |
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Foreign currency translation loss |
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— |
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— |
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— |
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( |
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( |
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( |
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Amounts reclassified from accumulated other comprehensive loss to interest expense, net of tax |
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— |
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— |
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— |
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— |
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Unrealized holding gains on available for sale debt securities, net of tax |
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— |
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— |
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— |
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— |
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Contributions from non-controlling interests |
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— |
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— |
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— |
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— |
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Distributions to non-controlling interests |
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— |
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— |
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— |
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— |
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( |
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( |
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Other |
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( |
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( |
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— |
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( |
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( |
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Balance at March 31, 2020 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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CBRE Group, Inc. Shareholders |
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Class A common stock |
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Additional paid-in capital |
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Accumulated earnings |
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Accumulated other comprehensive loss |
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Non- controlling interests |
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Total |
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Balance at December 31, 2018 |
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$ |
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$ |
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$ |
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$ |
( |
) |
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$ |
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$ |
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Net income |
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— |
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— |
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— |
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Compensation expense for equity awards |
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— |
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— |
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— |
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— |
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Units repurchased for payment of taxes on equity awards |
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