Form 10-Q
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, 2005

 

¨ 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

 


 

CB RICHARD ELLIS 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)

100 N. Sepulveda Boulevard, Suite 1050

El Segundo, California

  90245
(Address of principal executive offices)   (Zip Code)
(310) 606-4700    
(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 is an accelerated filer (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x.

 

The number of shares of Class A common stock outstanding at August 1, 2005 was 72,574,851.

 



Table of Contents

FORM 10-Q

 

June 30, 2005

 

TABLE OF CONTENTS

 

          Page

PART I—FINANCIAL INFORMATION

    

Item 1.

   Financial Statements     
     Consolidated Balance Sheets at June 30, 2005 (Unaudited) and December 31, 2004    3
     Consolidated Statements of Operations for the three and six months ended June 30, 2005 and 2004 (Unaudited)    4
     Consolidated Statements of Cash Flows for the six months ended June 30, 2005 and 2004 (Unaudited)    5
     Notes to Consolidated Financial Statements (Unaudited)    6

Item 2.

   Management’s Discussion and Analysis of Financial Condition and Results of Operations    27

Item 3.

   Quantitative and Qualitative Disclosures About Market Risk    49

Item 4.

   Controls and Procedures    50

PART II—OTHER INFORMATION

    

Item 1.

   Legal Proceedings    50

Item 4.

   Submission of Matters to a Vote of Security Holders    50

Item 6.

   Exhibits    52

Signatures

   53

 

2


Table of Contents

CB RICHARD ELLIS GROUP, INC.

 

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)

 

    

June 30,

2005


    December 31,
2004


 
     (Unaudited)        
ASSETS                 

Current Assets:

                

Cash and cash equivalents

   $ 192,217     $ 256,896  

Restricted cash

     5,841       9,213  

Receivables, less allowance for doubtful accounts of $16,556 and $14,811 at June 30, 2005 and
December 31, 2004, respectively

     320,034       394,062  

Warehouse receivable

     173,784       138,233  

Prepaid expenses

     31,493       26,586  

Deferred tax assets, net

     30,737       23,122  

Property held for sale

     26,642       —    

Other current assets

     19,834       15,583  
    


 


Total Current Assets

     800,582       863,695  

Property and equipment, net

     133,729       137,703  

Goodwill

     822,577       821,508  

Other intangible assets, net of accumulated amortization of $98,232 and $95,373 at June 30, 2005 and December 31, 2004, respectively

     110,611       113,653  

Deferred compensation assets

     132,995       102,578  

Investments in and advances to unconsolidated subsidiaries

     103,874       83,501  

Deferred tax assets, net

     73,802       78,471  

Other assets, net

     63,396       70,527  
    


 


Total Assets

   $ 2,241,566     $ 2,271,636  
    


 


LIABILITIES AND STOCKHOLDERS’ EQUITY                 

Current Liabilities:

                

Accounts payable and accrued expenses

   $ 153,303     $ 185,877  

Compensation and employee benefits payable

     176,608       150,721  

Accrued bonus and profit sharing

     155,137       271,020  

Income taxes payable

     15,206       —    

Short-term borrowings:

                

Warehouse line of credit

     173,784       138,233  

Debt related to property held for sale

     21,183       —    

Other

     17,068       21,736  
    


 


Total short-term borrowings

     212,035       159,969  

Current maturities of long-term debt

     11,927       11,954  

Other current liabilities

     23,621       29,547  
    


 


Total Current Liabilities

     747,837       809,088  

Long-Term Debt:

                

11¼% senior subordinated notes, net of unamortized discount of $1,803 and $2,337 at June 30, 2005 and December 31, 2004, respectively

     167,366       205,032  

Senior secured term loan

     259,350       265,250  

9¾% senior notes

     130,000       130,000  

Other long-term debt

     2,578       602  
    


 


Total Long-Term Debt

     559,294       600,884  

Deferred compensation liability

     165,566       160,281  

Pension liability

     26,017       27,871  

Other liabilities

     101,697       107,639  
    


 


Total Liabilities

     1,600,411       1,705,763  

Commitments and contingencies

     —         —    

Minority interest

     5,809       5,925  

Stockholders’ Equity:

                

Class A common stock; $0.01 par value; 325,000,000 shares authorized; 72,499,366 and 71,031,429 shares issued and outstanding at June 30, 2005 and December 31, 2004, respectively

     725       710  

Additional paid-in capital

     526,793       513,801  

Notes receivable from sale of stock

     (171 )     (433 )

Accumulated earnings

     131,167       66,174  

Accumulated other comprehensive loss

     (23,168 )     (20,304 )
    


 


Total Stockholders’ Equity

     635,346       559,948  
    


 


Total Liabilities and Stockholders’ Equity

   $ 2,241,566     $ 2,271,636  
    


 


 

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

 

3


Table of Contents

CB RICHARD ELLIS GROUP, INC.

 

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except share data)

 

    

Three Months Ended

June 30,


  

Six Months Ended

June 30,


 
     2005

   2004

   2005

   2004

 

Revenue

   $ 672,163    $ 550,916    $ 1,210,429    $ 991,908  

Costs and expenses:

                             

Cost of services

     338,691      272,611      606,737      496,833  

Operating, administrative and other

     241,730      230,539      464,951      429,790  

Depreciation and amortization

     10,818      10,830      21,188      27,661  

Merger-related charges

     —        11,574      —        21,534  
    

  

  

  


Operating income

     80,924      25,362      117,553      16,090  

Equity income from unconsolidated subsidiaries

     14,779      2,768      18,020      5,294  

Interest income

     3,058      1,564      5,503      2,837  

Interest expense

     13,374      18,780      26,972      38,425  

Loss on extinguishment of debt

     1,832      4,009      6,762      4,009  
    

  

  

  


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

     83,555      6,905      107,342      (18,213 )

Provision (benefit) for income taxes

     33,134      3,940      42,349      (4,610 )
    

  

  

  


Net income (loss)

   $ 50,421    $ 2,965    $ 64,993    $ (13,603 )
    

  

  

  


Basic income (loss) per share

   $ 0.68    $ 0.05    $ 0.88    $ (0.22 )
    

  

  

  


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

     73,785,232      63,990,494      73,659,733      63,256,275  
    

  

  

  


Diluted income (loss) per share

   $ 0.66    $ 0.04    $ 0.85    $ (0.22 )
    

  

  

  


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

     76,365,899      69,375,929      76,275,811      63,256,275  
    

  

  

  


 

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

 

4


Table of Contents

CB RICHARD ELLIS GROUP, INC.

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

 

   

Six Months Ended

June 30,


 
    2005

    2004

 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net income (loss)

  $ 64,993     $ (13,603 )

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

               

Depreciation and amortization

    21,188       27,661  

Amortization and write-off of deferred financing costs

    3,387       3,533  

Amortization and write-off of long-term debt discount

    534       699  

Deferred compensation deferrals

    11,407       8,712  

Gain on sale of servicing rights and other assets

    (2,720 )     (2,396 )

Equity income from unconsolidated subsidiaries

    (18,020 )     (5,294 )

Distributions of earnings from unconsolidated subsidiaries

    8,974       4,355  

Provision for doubtful accounts

    2,498       2,759  

Deferred income taxes

    4,496       (3,651 )

Decrease in receivables

    60,656       16,165  

Increase in deferred compensation assets

    (30,417 )     (2,705 )

(Increase) decrease in prepaid expenses and other assets

    (7,535 )     10,060  

Decrease in accounts payable and accrued expenses

    (28,496 )     (16,132 )

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

    (82,738 )     (73,018 )

Increase (decrease) in income tax payable

    17,064       (5,769 )

(Decrease) increase in other liabilities

    (16,182 )     8,900  

Tenant concessions received

    988       3,082  

Other operating activities, net

    1,124       1,392  
   


 


Net cash provided by (used in) operating activities

    11,201       (35,250 )

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Capital expenditures

    (15,513 )     (25,216 )

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

    (3,372 )     (4,957 )

Investment in property held for sale

    (28,221 )     —    

Contributions to unconsolidated subsidiaries, net of capital distributions

    (12,189 )     (6,836 )

Proceeds from the sale of servicing rights and other assets

    2,649       2,934  

Decrease in restricted cash

    3,382       3,592  

Other investing activities, net

    1,026       964  
   


 


Net cash used in investing activities

    (52,238 )     (29,519 )

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Proceeds from revolver and swingline credit facility

    —         186,750  

Repayment of revolver and swingline credit facility

    —         (186,750 )

Proceeds from debt related to property held for sale

    22,394       —    

Repayment of senior secured term loan

    (5,900 )     (17,500 )

Repayment of euro cash pool loan and other loans, net

    (1,515 )     (10,815 )

Repayment of 11¼% senior subordinated notes

    (38,200 )     (21,631 )

Proceeds from issuance of common stock, net

    3,841       135,000  

Other financing activities, net

    (1,313 )     (2,367 )
   


 


Net cash (used in) provided by financing activities

    (20,693 )     82,687  

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

    (61,730 )     17,918  

CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD

    256,896       163,881  

Effect of currency exchange rate changes on cash

    (2,949 )     (2,207 )
   


 


CASH AND CASH EQUIVALENTS, AT END OF PERIOD

  $ 192,217     $ 179,592  
   


 


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

               

Cash paid during the period for:

               

Interest, net of amount capitalized

  $ 28,358     $ 44,440  
   


 


Income taxes, net of refunds

  $ 18,685     $ 6,685  
   


 


 

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

 

5


Table of Contents

CB RICHARD ELLIS GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1. Nature of Operations

 

CB Richard Ellis Group, Inc. (formerly known as CBRE Holding, Inc.), a Delaware corporation (which may be referred to in this Form 10-Q as “we,” “us,” and “our”), was incorporated on February 20, 2001 and was created to acquire all of the outstanding shares of CB Richard Ellis Services, Inc. (CBRE), an international commercial real estate services firm. Prior to July 20, 2001, we were a wholly owned subsidiary of Blum Strategic Partners, L.P. (Blum Strategic), formerly known as RCBA Strategic Partners, L.P., which is an affiliate of Richard C. Blum, a director of CBRE and our company.

 

On July 20, 2001, we acquired all of the outstanding stock of CBRE pursuant to an Amended and Restated Agreement and Plan of Merger, dated May 31, 2001, among CBRE, Blum CB Corp. (Blum CB) and us. Blum CB was merged with and into CBRE with CBRE being the surviving corporation (the 2001 Merger). In July 2003, our global position in the commercial real estate services industry was further solidified as CBRE acquired Insignia Financial Group, Inc. We have no substantive operations other than our investment in CBRE.

 

On June 15, 2004, we completed the initial public offering of shares of our Class A common stock (the IPO). In connection with the IPO, we issued and sold 7,726,764 shares of our Class A common stock and received aggregate net proceeds of approximately $135.0 million, after deducting underwriting discounts and commissions and offering expenses payable by us. Also in connection with the IPO, selling stockholders sold an aggregate of 16,273,236 shares of our Class A common stock and received net proceeds of approximately $290.6 million, after deducting underwriting discounts and commissions. On July 14, 2004, selling stockholders sold an additional 229,300 shares of our Class A common stock to cover over-allotments of shares by the underwriters and received net proceeds of approximately $4.1 million, after deducting underwriting discounts and commissions. Lastly, on December 12, 2004, we completed a secondary public offering that provided further liquidity for some of our stockholders. We did not receive any of the proceeds from the sales of shares by the selling stockholders on June 15, 2004, July 14, 2004 and December 12, 2004.

 

We offer a full range of services to occupiers, owners, lenders and investors in office, retail, industrial, multi-family and other commercial real estate assets globally under the “CB Richard Ellis” brand name. Our business is focused on several service competencies, including strategic advice and execution assistance for property leasing and sales; forecasting; valuations; origination and servicing of commercial mortgage loans, facilities and project management and real estate investment management. We generate revenues both on a per project or transaction basis and from annual management fees.

 

2. Insignia Acquisition

 

On July 23, 2003, pursuant to an Amended and Restated Agreement and Plan of Merger, dated May 28, 2003 (the Insignia Acquisition Agreement), by and among us, CBRE, Apple Acquisition Corp. (Apple Acquisition), a Delaware corporation and wholly owned subsidiary of CBRE, and Insignia Financial Group, Inc. (Insignia), Apple Acquisition was merged with and into Insignia (the Insignia Acquisition). Insignia was the surviving corporation in the Insignia Acquisition and at the effective time of the Insignia Acquisition became a wholly owned subsidiary of CBRE.

 

The aggregate purchase price for the acquisition of Insignia was approximately $329.5 million, which includes: (1) $267.9 million in cash paid for shares of Insignia’s outstanding common stock, at $11.156 per share, (2) $38.2 million in cash paid for Insignia’s outstanding Series A preferred stock and Series B preferred stock at $100.00 per share plus accrued and unpaid dividends, (3) cash payments of $7.9 million to holders of Insignia’s vested and unvested warrants and options and (4) $15.5 million of direct costs incurred in connection with the acquisition, consisting mostly of legal and accounting fees.

 

6


Table of Contents

CB RICHARD ELLIS GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

The Insignia Acquisition gave rise to the consolidation and elimination of some Insignia duplicate facilities and redundant employees as well as the termination of certain contracts as a result of a change of control of Insignia. As a result, we have accrued certain liabilities in accordance with Emerging Issues Task Force (EITF) Issue No. 95-3, “Recognition of Liabilities in Connection with a Purchase Business Combination.” These remaining liabilities assumed in connection with the Insignia Acquisition consist of the following and are included in the accompanying consolidated balance sheets (dollars in thousands):

 

    

Liability Balance

at

December 31, 2004


   2005 Utilization

    To be Utilized

Lease termination costs

   $ 23,977    $ (1,405 )   $ 22,572

Legal settlements anticipated

     9,285      (1,403 )     7,882

Severance

     5,479      (2,327 )     3,152

Costs associated with exiting contracts

     1,395      (1,131 )     264
    

  


 

     $ 40,136    $ (6,266 )   $ 33,870
    

  


 

 

3. Basis of Presentation

 

The accompanying consolidated financial statements have been prepared in accordance with the rules applicable to Form 10-Q and include all information and footnotes required for interim financial statement presentation, but do not include all disclosures required under accounting principles generally accepted in the United States of America (GAAP) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ materially from those estimates. All significant inter-company transactions and balances have been eliminated, and certain reclassifications have been made to prior periods’ consolidated financial statements to conform to the current period presentation. The results of operations for the three and six months ended June 30, 2005 are not necessarily indicative of the results of operations to be expected for the year ending December 31, 2005. The consolidated financial statements and notes to consolidated financial statements should be read in conjunction with our 2004 Annual Report on Form 10-K, which contains the latest available audited consolidated financial statements and notes thereto, which are as of and for the year ended December 31, 2004.

 

4. Stock-Based Compensation

 

Prior to 2003, we accounted for our employee stock-based compensation plans under the recognition and measurement provisions of Accounting Principles Board (APB) Opinion No. 25, “Accounting for Stock Issued to Employees” and related Financial Accounting Standards Board (FASB) interpretations. Accordingly, compensation cost for employee stock options was measured as the excess, if any, of the estimated market price of our Class A common stock at the date of grant over the amount an employee was required to pay to acquire the stock.

 

In the fourth quarter of 2003, we adopted the fair value recognition provisions of Statement of Financial Accounting Standards (SFAS) No. 123, “Accounting for Stock-Based Compensation” prospectively to all employee awards granted, modified or settled after January 1, 2003, as permitted by SFAS No. 148, “Accounting for Stock-Based Compensation—Transition and Disclosure—An Amendment of FASB Statement No. 123.”

 

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Table of Contents

CB RICHARD ELLIS GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

Awards under our stock-based compensation plans vest over four or five-year periods. Therefore, the cost related to stock-based employee compensation included in the determination of net income (loss) for the three and six months ended June 30, 2005 and 2004 is less than that which would have been recognized if the fair value based method had been applied to all awards since the original effective date of SFAS No. 123.

 

In accordance with SFAS No. 123, we estimate the fair value of our options using the Black-Scholes option-pricing model, which takes into account assumptions such as the dividend yield, the risk-free interest rate, the expected stock price volatility and the expected life of the options. As our Class A common stock was not freely tradeable on a national securities exchange or an over-the-counter market prior to the completion of the IPO, an effectively zero percent volatility was utilized for all periods ending prior to the IPO. The dividend yield is excluded from the calculation, as it is our present intention to retain all earnings.

 

The following table illustrates the effect on net income (loss) and income (loss) per share if the fair value based method had been applied to all outstanding and unvested awards in each period (dollars in thousands, except share data):

 

    

Three Months Ended

June 30,


   

Six Months Ended

June 30,


 
     2005

    2004

    2005

    2004

 

Net income (loss) as reported

   $ 50,421     $ 2,965     $ 64,993     $ (13,603 )

Add: Stock-based employee compensation expense included in reported net income (loss), net of the related tax effect

     448       53       924       106  

Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of the related tax effect

     (1,090 )     (190 )     (1,681 )     (387 )
    


 


 


 


Pro forma net income (loss)

   $ 49,779     $ 2,828     $ 64,236     $ (13,884 )
    


 


 


 


Basic income (loss) per share:

                                

As reported

   $ 0.68     $ 0.05     $ 0.88     $ (0.22 )
    


 


 


 


Pro forma

   $ 0.67     $ 0.04     $ 0.87     $ (0.22 )
    


 


 


 


Diluted income (loss) per share:

                                

As reported

   $ 0.66     $ 0.04     $ 0.85     $ (0.22 )
    


 


 


 


Pro forma

   $ 0.65     $ 0.04     $ 0.84     $ (0.22 )
    


 


 


 


 

The weighted average fair value of options granted by us was $12.28 and $8.84 for the three months ended June 30, 2005 and 2004, respectively, and $12.79 and $5.62 for the six months ended June 30, 2005 and 2004, respectively. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model, utilizing the following weighted average assumptions:

 

     Three Months Ended
June 30,


   

Six Months Ended

June 30,


 
     2005

    2004

    2005

    2004

 

Risk-free interest rate

   3.65 %   3.92 %   3.65 %   3.58 %

Expected volatility

   40.00 %   50.00 %   40.00 %   30.00 %

Expected life

   4 years     5 years     4 years     5 years  

 

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Table of Contents

CB RICHARD ELLIS GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

Option valuation models require the input of subjective assumptions including the expected stock price volatility. Because our employee stock options have characteristics significantly different from those of traded options and because changes in the subjective input assumptions can materially affect the fair value estimate, we do not believe that the Black-Scholes model necessarily provides a reliable single measure of the fair value of our employee stock options.

 

5. Fair Value of Financial Instruments

 

SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments, whether or not recognized in the accompanying consolidated balance sheets. Fair value is defined as the amount at which an instrument could be exchanged in a current transaction between willing parties other than in a forced or liquidation sale. The fair value estimates of financial instruments are not necessarily indicative of the amounts we might pay or receive in actual market transactions. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

 

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.

 

Warehouse Receivable: Due to the short-term nature, fair value approximates carrying value. Fair value is determined based on the terms and conditions of funded mortgage loans and generally reflects the value of the Washington Mutual Bank, FA (WaMu) warehouse line of credit outstanding (See Note 9).

 

Short-Term Borrowings: The majority of this balance represents the WaMu warehouse line of credit. Due to the short-term maturities and variable interest rates of these instruments, fair value approximates carrying value (See Note 9).

 

11¼% Senior Subordinated Notes: Based on dealers’ quotes, the estimated fair value of the 11¼% senior subordinated notes was $187.8 million and $236.4 million at June 30, 2005 and December 31, 2004, respectively. Their actual carrying value totaled $167.4 million and $205.0 million at June 30, 2005 and December 31, 2004, respectively (See Note 9).

 

9¾% Senior Notes: Based on dealers’ quotes, the estimated fair value of the 9¾% senior notes was $144.3 million and $148.2 million at June 30, 2005 and December 31, 2004, respectively. Their actual carrying value totaled $130.0 million at June 30, 2005 and December 31, 2004 (See Note 9).

 

Senior Secured Terms Loans & Other Long-Term Debt: Estimated fair values approximate respective carrying values because the substantial majority of these instruments are based on variable interest rates (see Note 9).

 

6. Restricted Cash

 

Included in the accompanying consolidated balance sheets as of June 30, 2005 and December 31, 2004, is restricted cash of $5.8 million and $9.2 million, respectively, which primarily consists of cash pledged to secure the guarantee of certain short-term notes issued in connection with previous acquisitions by Insignia in the United Kingdom (U.K.).

 

9


Table of Contents

CB RICHARD ELLIS GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

7. Goodwill and Other Intangible Assets

 

The changes in the carrying amount of goodwill for us and each of our segments (See Note 17 for a description of our segments) for the six months ended June 30, 2005 are as follows (dollars in thousands):

 

     Americas

    EMEA

   Asia Pacific

  

Global

Investment

Management


   Total

Balance at January 1, 2005

   $ 578,310     $ 202,160    $ 7,381    $ 33,657    $ 821,508

Purchase accounting adjustments related to acquisitions

     (1,737 )     2,801      5      —        1,069
    


 

  

  

  

Balance at June 30, 2005

   $ 576,573     $ 204,961    $ 7,386    $ 33,657    $ 822,577
    


 

  

  

  

 

Other intangible assets totaled $110.6 million and $113.7 million, net of accumulated amortization of $98.2 million and $95.4 million, as of June 30, 2005 and December 31, 2004, respectively, and are comprised of the following (dollars in thousands):

 

     As of June 30, 2005

    As of December 31, 2004

 
    

Gross
Carrying

Amount


   Accumulated
Amortization


   

Gross
Carrying

Amount


   Accumulated
Amortization


 

Unamortizable intangible assets

                              

Trademarks

   $ 63,700            $ 63,700         

Trade name

     19,826              19,826         
    

          

        
     $ 83,526            $ 83,526         
    

          

        

Amortizable intangible assets

                              

Backlog

   $ 72,149    $ (72,149 )   $ 72,149    $ (72,149 )

Management contracts

     26,702      (15,706 )     27,486      (14,756 )

Loan servicing rights

     20,658      (6,765 )     20,057      (5,786 )

Other

     5,808      (3,612 )     5,808      (2,682 )
    

  


 

  


     $ 125,317    $ (98,232 )   $ 125,500    $ (95,373 )
    

  


 

  


Total intangible assets

   $ 208,843    $ (98,232 )   $ 209,026    $ (95,373 )
    

  


 

  


 

In accordance with SFAS No. 141, “Business Combinations,” trademarks of $63.7 million were separately identified as a result of the 2001 Merger. As a result of the Insignia Acquisition, a $19.8 million trade name was separately identified, which represents the Richard Ellis trade name in the U.K. that was owned by Insignia. Both the trademarks and the trade name have indefinite useful lives and accordingly are not being amortized.

 

Backlog represented the fair value of Insignia’s net revenue backlog as of July 23, 2003, which was acquired as part of the Insignia Acquisition. The backlog consisted of the net commissions receivable on Insignia’s revenue producing transactions, which were at various stages of completion prior to the Insignia Acquisition. This intangible asset was amortized as cash was received or upon final closing of these pending transactions. As of December 31, 2004, the backlog was fully amortized.

 

Management contracts are primarily comprised of property management contracts in the United States (U.S.), the U.K., France and other European operations, as well as valuation services and fund management contracts in the U.K. These management contracts are being amortized over estimated useful lives of up to ten years.

 

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CB RICHARD ELLIS GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

Loan servicing rights represent the fair value of servicing assets in our mortgage brokerage line of business in the U.S., the majority of which were acquired as part of the 2001 Merger. The loan servicing rights are being amortized over estimated useful lives of up to ten years.

 

Other amortizable intangible assets represent other intangible assets acquired as a result of the Insignia Acquisition including an intangible asset recognized for other non-contractual revenue acquired in the U.S. as well as franchise agreements and a trade name in France. These other intangible assets are being amortized over estimated useful lives of up to 20 years.

 

Amortization expense related to intangible assets was $1.9 million and $2.7 million for the three months ended June 30, 2005 and 2004, respectively, and $3.7 million and $11.3 million for the six months ended June 30, 2005 and 2004, respectively. The estimated annual amortization expense for each of the years ended December 31, 2005 through December 31, 2009 approximates $6.4 million, $4.7 million, $4.2 million, $3.1 million and $2.5 million, respectively.

 

8. Investments in and Advances to Unconsolidated Subsidiaries

 

Investments in and advances to 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,


     2005

   2004

   2005

   2004

Net revenue

   $ 89,806    $ 115,755    $ 197,320    $ 236,334

Operating income

   $ 19,104    $ 31,647    $ 40,488    $ 55,535

Net income

   $ 73,243    $ 39,915    $ 115,783    $ 74,099

 

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 to these equity investees on an arm’s length basis and earned revenues from these unconsolidated subsidiaries.

 

In June 2005, CBRE Realty Finance, Inc. (CBRE Realty Finance), a real estate investment trust, was formed and is managed by our wholly owned subsidiary, L.J. Melody & Company. On June 9, 2005, we received 300,000 shares of restricted stock from CBRE Realty Finance that vest in three equal annual installments. The principal business activity of CBRE Realty Finance is to originate, acquire, invest in, finance and manage a diversified portfolio of commercial real estate-related loans and securities. As of June 30, 2005, CBRE Realty Finance had total assets of $288.1 million and total equity of $281.6 million. CBRE Realty Finance is a variable interest entity as defined in FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities” (FIN No. 46R). In accordance with FIN No. 46R, CBRE Realty Finance is not consolidated in our consolidated financial statements because we are not its primary beneficiary. Our maximum exposure to loss is limited to our equity investment in CBRE Realty Finance, which was approximately $16.5 million as of June 30, 2005.

 

9. Debt

 

Since 2001, we have maintained a credit agreement with Credit Suisse First Boston (CSFB) and other lenders to fund strategic acquisitions and to provide for our working capital needs. On April 23, 2004, we entered into an amendment to our previously amended and restated credit agreement that included a waiver generally

 

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CB RICHARD ELLIS GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

permitting us to prepay, redeem, repurchase or otherwise retire up to $30.0 million of our existing indebtedness and provided for the refinancing of all outstanding amounts under our previous credit agreement as well as the amendment and restatement of our credit agreement upon the completion of our initial public offering. On June 15, 2004, in connection with the completion of our IPO, we completed the refinancing of all amounts outstanding under our amended and restated credit agreement and entered into a new amended and restated credit agreement which became effective in connection with such refinancing. On November 15, 2004, we entered into a first amendment to our new amended and restated credit agreement, which reduced the interest rate spread of the term loan and increased flexibility on certain restricted payments and investments. On May 10, 2005, we entered into a second amendment to our amended and restated credit agreement (the Credit Agreement), which relaxed the mandatory prepayment clause of the initial Credit Agreement by permitting us to keep cash otherwise required to be used to pay down principal, so long as our leverage ratio is below 2.5 to 1.0.

 

Our current Credit Agreement includes the following: (1) a term loan facility of $295.0 million, requiring quarterly principal payments of $2.95 million beginning December 31, 2004 through December 31, 2009 with the balance payable on March 31, 2010; and (2) a $150.0 million revolving credit facility, including revolving credit loans, letters of credit and a swingline loan facility, all maturing on March 31, 2009. Our Credit Agreement also permits us to make additional borrowings under the term loan facility of up to $25.0 million, subject to the satisfaction of customary conditions.

 

Borrowings under the term loan facility bear interest at varying rates based, at our option, on either LIBOR plus 2.00% or the alternate base rate plus 1.00%. The alternate base rate is the higher of (1) CSFB’s prime rate or (2) the Federal Funds Effective Rate plus one-half of one percent. The potential increase of up to $25.0 million for the term loan facility would bear interest either at the same rate as the current rate for the term loan facility or, in some circumstances as described in the Credit Agreement, at a higher or lower rate. The total amount outstanding under the term loan facility included in the senior secured term loan and current maturities of long-term debt balances in the accompanying consolidated balance sheets was $271.2 million and $277.1 million as of June 30, 2005 and December 31, 2004, respectively.

 

Borrowings under the revolving credit facility bear interest at varying rates based at our option, on either the applicable LIBOR plus 2.00% to 2.50% or the alternate base rate plus 1.00% to 1.50%, in both cases 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, 2005 and December 31, 2004, we had no revolving credit facility principal outstanding. As of June 30, 2005, letters of credit totaling $14.6 million were outstanding, which letters of credit primarily relate to our subsidiaries’ outstanding indebtedness as well as operating leases and reduce the amount we may borrow under the revolving credit facility.

 

Borrowings under the Credit Agreement are jointly and severally guaranteed by us and substantially all of our domestic subsidiaries and are secured by a pledge of substantially all of our domestic assets. Additionally, the Credit Agreement requires us to pay a fee based on the total amount of the unused revolving credit facility commitment.

 

In May 2003, in connection with the Insignia Acquisition, CBRE Escrow, Inc. (CBRE Escrow), a wholly owned subsidiary of CBRE, issued $200.0 million in aggregate principal amount of 9¾% senior notes, which are due May 15, 2010. CBRE Escrow merged with and into CBRE, and CBRE assumed all obligations with respect to the 9¾% senior notes in connection with the Insignia Acquisition. The 9¾% senior notes are unsecured obligations of CBRE, senior to all of its current and future unsecured indebtedness, but subordinated to all of CBRE’s current and future secured indebtedness. The 9¾% senior notes are jointly and severally guaranteed on a senior basis by us and substantially all of our domestic subsidiaries. Interest accrues at a rate of 9¾% per year and is payable semi-annually in arrears on May 15 and November 15. The 9¾% senior notes are redeemable at

 

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CB RICHARD ELLIS GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

our option, in whole or in part, on or after May 15, 2007 at 104.875% of par on that date and at declining prices thereafter. In addition, before May 15, 2006, we were permitted to redeem up to 35.0% of the originally issued amount of the 9¾% senior notes at 109¾% of par, plus accrued and unpaid interest, solely with the net cash proceeds from public equity offerings, which we elected to do. During July 2004, we used a portion of the net proceeds we received from our IPO to redeem $70.0 million in aggregate principal amount, or 35.0%, of our 9¾% senior notes, which also required the payment of a $6.8 million premium and accrued and unpaid interest through the date of redemption. Additionally, we wrote off $3.1 million of unamortized deferred financing costs in connection with this redemption. In the event of a change of control (as defined in the indenture governing our 9¾% senior notes), we are obligated to make an offer to purchase the 9¾% senior notes at a redemption price of 101.0% of the principal amount, plus accrued and unpaid interest. The amount of the 9¾% senior notes included in the accompanying consolidated balance sheets was $130.0 million as of June 30, 2005 and December 31, 2004.

 

In June 2001, in connection with the 2001 Merger, Blum CB issued $229.0 million in aggregate principal amount of 11¼% senior subordinated notes due June 15, 2011 for approximately $225.6 million, net of discount. CBRE assumed all obligations with respect to the 11¼% senior subordinated notes in connection with the 2001 Merger. The 11¼% senior subordinated notes are unsecured senior subordinated obligations of CBRE and rank equally in right of payment with any of CBREs’ existing and future unsecured senior subordinated indebtedness but are subordinated to any of CBREs’ existing and future senior indebtedness. The 11¼% senior subordinated notes are jointly and severally guaranteed on a senior subordinated basis by us and substantially all of our domestic subsidiaries. The 11¼% senior subordinated notes require semi-annual payments of interest in arrears on June 15 and December 15 and are redeemable in whole or in part on or after June 15, 2006 at 105.625% of par on that date and at declining prices thereafter. In addition, before June 15, 2004, we were permitted to redeem up to 35.0% of the originally issued amount of the notes at 111¼% of par, plus accrued and unpaid interest, solely with the net cash proceeds from public equity offerings, which we did not do. In the event of a change of control (as defined in the indenture governing our 11¼% senior subordinated notes), we are obligated to make an offer to purchase the 11¼% senior subordinated notes at a redemption price of 101.0% of the principal amount, plus accrued and unpaid interest. In May and June 2004, we repurchased $21.6 million in aggregate principal amount of our 11¼% senior subordinated notes in the open market. We paid $3.1 million of premiums and wrote off $0.9 million of unamortized deferred financing costs and unamortized discount in connection with these open market purchases. During the six months ended June 30, 2005, we repurchased an additional $38.2 million in aggregate principal amount of our 11¼% senior subordinated notes in the open market. We paid an aggregate of $5.4 million of premiums and wrote off $1.4 million of unamortized deferred financing costs and unamortized discount in connection with these open market purchases. The amount of the 11¼% senior subordinated notes included in the accompanying consolidated balance sheets, net of unamortized discount, was $167.4 million and $205.0 million as of June 30, 2005 and December 31, 2004, respectively.

 

Our Credit Agreement and the indentures governing our 9¾% senior notes and our 11¼% senior subordinated notes each 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, 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 interest and certain fixed charges and a maximum leverage and senior secured leverage ratio of EBITDA (as defined in the Credit Agreement) to funded debt.

 

We had short-term borrowings of $212.0 million and $160.0 million with weighted average interest rates of 4.2% and 3.7% as of June 30, 2005 and December 31, 2004, respectively.

 

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CB RICHARD ELLIS GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

Our wholly owned subsidiary, L.J. Melody & Company, has a credit agreement with WaMu for the purpose of funding mortgage loans that will be resold. This credit agreement was previously with Residential Funding Corporation (RFC). On December 1, 2004, we and RFC entered into a Fifth Amended and Restated Warehousing Credit and Security Agreement (warehouse line of credit), which provides for a warehouse line of credit of up to $250.0 million, bears interest at one-month LIBOR plus 1.0% and expires on September 1, 2005. This agreement provided for the ability to terminate the warehousing commitment as of any date on or after March 1, 2005, upon not less than thirty days advance written notice. On December 13, 2004, we and RFC entered into the First Amendment to the Fifth Amended and Restated Warehousing Credit and Security Agreement whereby the warehousing commitment was temporarily increased to $315.0 million, effective December 20, 2004. This temporary increase was for the period from December 20, 2004 to and including January 20, 2005. On March 1, 2005, we and RFC signed a consent letter, which approved the assignment to and assumption of the Fifth Amended and Restated Credit and Security Agreement by WaMu. During the six months ended June 30, 2005, we had a maximum of $184.5 million warehouse line of credit principal outstanding. As of June 30, 2005 and December 31, 2004, we had a $173.8 million and a $138.2 million warehouse line of credit outstanding, respectively, which are included in short-term borrowings in the accompanying consolidated balance sheets. Additionally, we had $173.8 million and $138.2 million of mortgage loans held for sale (warehouse receivable), which represented mortgage loans funded through the line of credit that, while committed to be purchased, had not yet been purchased as of June 30, 2005 and December 31, 2004, respectively, which are also included in the accompanying consolidated balance sheets.

 

During 2005, in conjunction with the acquisition of property held for sale in our European investment management business, we entered into a debt agreement with ING Real Estate Finance N.V. The agreement provides for the borrowing of 19.0 million euros of acquisition indebtedness and 5.1 million euros of construction/upgrade financing. The 19.0 million principal has a floating rate component with respect to 8.0 million euros and a fixed rate component with respect to 11.0 million euros. The floating rate is tied to the three-month Euribor rate plus 0.95%. The fixed rate is equal to the Euro Interest Rate Swap Rate plus 1.05% for up to three years. The 5.1 million euros construction financing principal will also accrue interest based upon the aforementioned indices in both fixed and floating rate components. The agreement provides for the repayment of principal from proceeds received upon the sale of the aforementioned property held for sale no later than March 31, 2007. In the event that we fail to meet this requirement, the indebtedness will need to be repaid by us from other sources. The operating results related to this property held for sale were not significant for the periods ended June 30, 2005. The amount of this debt included in the accompanying consolidated balance sheets was $21.2 million as of June 30, 2005.

 

In connection with our acquisition of Westmark Realty Advisors in 1995, we issued approximately $20.0 million in aggregate principal amount of senior notes. The Westmark senior notes are redeemable at the discretion of the note holders and have final maturity dates of June 30, 2008 and June 30, 2010. On January 1, 2005, the interest rate on all of the Westmark senior notes was adjusted to equal the interest rate in effect with respect to amounts outstanding under our Credit Agreement. The amount of the Westmark senior notes included in short-term borrowings in the accompanying consolidated balance sheets was $11.6 million and $12.1 million as of June 30, 2005 and December 31, 2004, respectively.

 

Insignia, which we acquired in July 2003, issued loan notes as partial consideration for previous acquisitions of businesses in the U.K. The acquisition loan notes are payable to the sellers of the previously acquired U.K. businesses and are secured by restricted cash deposits in approximately the same amount. The acquisition loan notes are redeemable semi-annually at the discretion of the note holder and have a final maturity date of April 2010. As of June 30, 2005 and December 31, 2004, $5.3 million and $8.5 million, respectively, of the acquisition

 

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CB RICHARD ELLIS GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

loan notes were outstanding and are included in short-term borrowings in the accompanying consolidated balance sheets.

 

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 a base rate as defined by HSBC Bank plus 2.5%. As of June 30, 2005 and December 31, 2004, there were no amounts outstanding under this facility.

 

10. 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 liability imposed upon us that may result from disposition of these lawsuits will not have a material effect on our consolidated financial position or results of operations.

 

We had an outstanding letter of credit totaling $0.8 million as of June 30, 2005, excluding letters of credit related to our outstanding subsidiaries indebtedness and operating leases. The $0.8 million outstanding letter of credit is a Fannie Mae letter of credit executed by L.J. Melody and expires on September 10, 2005. However, we are obligated to renew this letter of credit until our obligation to cover potential credit losses is satisfied.

 

We had guarantees totaling $1.8 million as of June 30, 2005, which primarily consisted of an obligation to Fannie Mae. The guarantee obligation related to the agreement with Fannie Mae will expire in December 2007.

 

An important part of the strategy for our investment management business involves investing our capital in certain real estate investments with our clients. These co-investments typically range from 2% to 5% of the equity in a particular fund. As of June 30, 2005, we had committed $34.6 million to fund future co-investments.

 

11. Comprehensive Income (Loss)

 

Comprehensive income (loss) consists of net income (loss) and other comprehensive (loss) gain. In the accompanying consolidated balance sheets, accumulated other comprehensive loss consists of foreign currency translation adjustments and minimum pension liability adjustments. Foreign currency translation adjustments exclude any income tax effect given that the earnings of non-U.S. subsidiaries are deemed to be reinvested for an indefinite period of time.

 

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

 

    

Three Months Ended

June 30,


  

Six Months Ended

June 30,


 
     2005

    2004

   2005

    2004

 

Net income (loss)

   $ 50,421     $ 2,965    $ 64,993     $ (13,603 )

Foreign currency translation (loss) gain

     (918 )     1,686      (2,864 )     (2,801 )
    


 

  


 


Comprehensive income (loss)

   $ 49,503     $ 4,651    $ 62,129     $ (16,404 )
    


 

  


 


 

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CB RICHARD ELLIS GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

12. Earnings (Loss) Per Share

 

Earnings (loss) per share (EPS) is accounted for in accordance with SFAS No. 128, “Earnings Per Share.” Basic EPS is computed by dividing net income (loss) by the weighted average number of common shares outstanding during each period. Where appropriate, the computation of diluted EPS further assumes the dilutive effect of potential common shares, which include stock options, stock warrants and certain contingently issuable shares. Contingently issuable shares represent unvested stock fund units in the deferred compensation plan. The following is a calculation of earnings (loss) per share (dollars in thousands, except share data):

 

     Three Months Ended June 30,

 
     2005

   2004

 
     Income

   Shares

   Per Share
Amount


   Income

    Shares

   Per Share
Amount


 

Basic earnings per share:

                                        

Net income applicable to common stockholders

   $ 50,421    73,785,232    $ 0.68    $ 2,965     63,990,494    $ 0.05  
    

  
  

  


 
  


Diluted earnings per share:

                                        

Net income applicable to common stockholders

   $ 50,421    73,785,232           $ 2,965     63,990,494         

Dilutive effect of contingently issuable shares

     —      —               —       1,257,812         

Dilutive effect of incremental stock options

     —      2,580,667             —       4,127,623         
    

  
         


 
        

Net income applicable to common stockholders

   $ 50,421    76,365,899    $ 0.66    $ 2,965     69,375,929    $ 0.04  
    

  
  

  


 
  


     Six Months Ended June 30,

 
     2005

   2004

 
     Income

   Shares

   Per Share
Amount


   Loss

    Shares

   Per Share
Amount


 

Basic earnings (loss) per share:

                                        

Net income (loss) applicable to common stockholders

   $ 64,993    73,659,733    $ 0.88    $ (13,603 )   63,256,275    $ (0.22 )
    

  
  

  


 
  


Diluted earnings (loss) per share:

                                        

Net income (loss) applicable to common stockholders

   $ 64,993    73,659,733           $ (13,603 )   63,256,275         

Dilutive effect of incremental stock options

     —      2,616,078             —       —           
    

  
         


 
        

Net income (loss) applicable to common stockholders

   $ 64,993    76,275,811    $ 0.85    $ (13,603 )   63,256,275    $ (0.22 )
    

  
  

  


 
  


 

As a result of operating losses incurred for the six months ended June 30, 2004, dilutive weighted average shares outstanding did not give effect to potential common shares of 5,243,492, as to do so would have been anti-dilutive.

 

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CB RICHARD ELLIS GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

13. Fiduciary Funds

 

The accompanying consolidated balance sheets do not include the net assets of escrow, agency and fiduciary funds, which are held by us on behalf of clients and which amounted to $814.5 million and $676.3 million at June 30, 2005 and December 31, 2004, respectively.

 

14. Pensions

 

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

 

    

Three Months Ended

June 30,


   

Six Months Ended

June 30,


 
     2005

    2004

    2005

    2004

 

Service cost

   $ 1,380     $ 1,470     $ 2,807     $ 3,130  

Interest cost

     3,157       2,781       6,373       5,618  

Expected return on plan assets

     (3,514 )     (3,123 )     (7,090 )     (6,307 )

Amortization of prior service costs

     (120 )     (53 )     (243 )     (106 )

Amortization of unrecognized net gain

     197       414       397       835  
    


 


 


 


Net periodic pension cost

   $ 1,100     $ 1,489     $ 2,244     $ 3,170  
    


 


 


 


 

We contributed an additional $1.1 million and $2.7 million to fund our pension plans during the three and six months ended June 30, 2005, respectively. We expect to contribute a total of $5.2 million to fund our pension plans for the year ended December 31, 2005.

 

15. Merger-Related Charges

 

We recorded merger-related charges of $11.6 million and $21.5 million for the three and six months ended June 30, 2004 in connection with the Insignia Acquisition. These charges primarily related to the exit of facilities that were occupied by us prior to the Insignia Acquisition as well as the termination of employees, both of which became duplicative as a result of the Insignia Acquisition. We recorded charges for the exit of these facilities as premises were vacated and for redundant employees as these employees were terminated, both in accordance with SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities.” Additionally, we recorded consulting costs, which represented fees paid to outside parties for nonrecurring services relating to the combination of Insignia’s financial systems and businesses with ours. The remaining liability associated with items previously charged to merger-related costs in connection with the Insignia Acquisition consisted of the following (dollars in thousands):

 

    

Liability Balance

at

December 31, 2004


   2005 Utilization

    To be Utilized

Lease termination costs

   $ 25,920    $ (4,070 )   $ 21,850

 

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CB RICHARD ELLIS GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

16. Guarantor and Nonguarantor Financial Statements

 

The 9¾% senior notes are jointly and severally guaranteed on a senior basis by us and substantially all of our domestic subsidiaries. In addition, the 11¼% senior subordinated notes are jointly and severally guaranteed on a senior subordinated basis by us and substantially all of our domestic subsidiaries (See Note 9 to the consolidated financial statements for additional information on the 9¾% senior notes and the 11¼% senior subordinated notes).

 

The following condensed consolidating financial information includes:

 

(1) Condensed consolidating balance sheets as of June 30, 2005 and December 31, 2004; condensed consolidating statements of operations for the three and six months ended June 30, 2005 and 2004; and condensed consolidating statements of cash flows for the six months ended June 30, 2005 and 2004, of (a) CB Richard Ellis Group as the parent, (b) CBRE as the subsidiary issuer, (c) the guarantor subsidiaries, (d) the nonguarantor subsidiaries and (e) CB Richard Ellis Group on a consolidated basis; and

 

(2) Elimination entries necessary to consolidate CB Richard Ellis Group 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 inter-company balances and transactions.

 

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CB RICHARD ELLIS GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF JUNE 30, 2005

(Dollars in thousands)

 

    Parent

  CBRE

  Guarantor
Subsidiaries


  Nonguarantor
Subsidiaries


  Elimination

    Consolidated
Total


Current Assets:

                                     

Cash and cash equivalents

  $ 4,702   $ 7,958   $ 157,566   $ 21,991   $ —       $ 192,217

Restricted cash

    —       —       5,415     426     —         5,841

Receivables, less allowance for doubtful accounts

    5     —       128,675     191,354     —         320,034

Warehouse receivable (a)

    —       —       173,784     —       —         173,784

Property held for sale

    —       —       —       26,642     —         26,642

Other current assets

    30,897     3,561     19,375     28,231     —         82,064
   

 

 

 

 


 

Total Current Assets

    35,604     11,519     484,815     268,644     —         800,582

Property and equipment, net

    —       —       82,716     51,013     —         133,729

Goodwill

    —       —       560,240     262,337     —         822,577

Other intangible assets, net

    —       —       86,619     23,992     —         110,611

Deferred compensation assets

    —       132,995     —       —       —         132,995

Investments in and advances to unconsolidated subsidiaries

    —       6,069     80,230     17,575     —         103,874

Investments in consolidated subsidiaries

    476,620     334,126     227,790     —       (1,038,536 )     —  

Inter-company loan receivable

    87,977     711,883     —       —       (799,860 )     —  

Deferred tax assets, net

    73,802     —       —       —       —         73,802

Other assets, net

    170     20,414     28,722     14,090     —         63,396
   

 

 

 

 


 

Total Assets

  $ 674,173   $ 1,217,006   $ 1,551,132   $ 637,651   $ (1,838,396 )   $ 2,241,566
   

 

 

 

 


 

Current Liabilities:

                                     

Accounts payable and accrued expenses

  $ —     $ 6,304   $ 62,115   $ 84,884   $ —       $ 153,303

Compensation and employee benefits payable

    —       —       129,120     47,488     —         176,608

Accrued bonus and profit sharing

    —       —       81,211     73,926     —         155,137

Income taxes payable

    15,206     —       —       —       —         15,206

Short-term borrowings:

                                     

Warehouse line of credit (a)

    —       —       173,784     —       —         173,784

Debt related to property held for sale

    —       —       —       21,183     —         21,183

Other

    —       —       16,887     181     —         17,068
   

 

 

 

 


 

Total short-term borrowings

    —       —       190,671     21,364     —         212,035

Current maturities of long-term debt

    —       11,800     —       127     —         11,927

Other current liabilities

    23,621     —       —       —       —         23,621
   

 

 

 

 


 

Total Current Liabilities

    38,827     18,104     463,117     227,789     —         747,837

Long-Term Debt:

                                     

11¼% senior subordinated notes, net of unamortized discount

    —       167,366     —       —       —         167,366

Senior secured term loan

    —       259,350     —       —       —         259,350

9¾% senior notes

    —       130,000     —       —       —         130,000

Inter-company loan payable

    —       —       688,374     111,486     (799,860 )     —  

Other long-term debt

    —       —       —       2,578     —         2,578
   

 

 

 

 


 

Total Long-Term Debt

    —       556,716     688,374     114,064     (799,860 )     559,294

Deferred compensation liability

    —       165,566     —       —       —         165,566

Pension liability

                      26,017             26,017

Other liabilities

    —       —       65,515     36,182     —         101,697
   

 

 

 

 


 

Total Liabilities

    38,827     740,386     1,217,006     404,052     (799,860 )     1,600,411

Minority interest

    —       —       —       5,809     —         5,809

Commitments and contingencies

    —       —       —       —       —         —  

Stockholders’ Equity

    635,346     476,620     334,126     227,790     (1,038,536 )     635,346
   

 

 

 

 


 

Total Liabilities and Stockholders’ Equity

  $ 674,173   $ 1,217,006   $ 1,551,132   $ 637,651   $ (1,838,396 )   $ 2,241,566
   

 

 

 

 


 


(a) Although L.J. Melody is included among our domestic subsidiaries, which jointly and severally guarantee our 9¾% senior notes and 11¼% senior subordinated notes, all warehouse receivables funded under the WaMu line of credit are pledged to WaMu, and accordingly, are not included as collateral for these notes or our other outstanding debt.

 

19


Table of Contents

CB RICHARD ELLIS GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2004

(Dollars in thousands)

 

    Parent

  CBRE

  Guarantor
Subsidiaries


  Nonguarantor
Subsidiaries


  Elimination

    Consolidated
Total


Current Assets:

                                     

Cash and cash equivalents

  $ 3,496   $ 2,806   $ 216,463   $ 34,131   $ —       $ 256,896

Restricted cash

    —       —       8,735     478     —         9,213

Receivables, less allowance for doubtful accounts

    9     —       135,117     258,936     —         394,062

Warehouse receivable (a)

    —       —       138,233     —       —         138,233

Other current assets

    26,065     178     19,925     19,123     —         65,291
   

 

 

 

 


 

Total Current Assets

    29,570     2,984     518,473     312,668     —         863,695

Property and equipment, net

    —       —       82,714     54,989     —         137,703

Goodwill

    —       —       561,589     259,919     —         821,508

Other intangible assets, net

    —       —       88,544     25,109     —         113,653

Deferred compensation assets

    —       102,578     —       —       —         102,578

Investments in and advances to unconsolidated subsidiaries

    —       8,676     56,191     18,634     —         83,501

Investments in consolidated subsidiaries

    410,107     252,964     206,810     —       (869,881 )     —  

Inter-company loan receivable

    71,006     797,432     —       —       (868,438 )     —  

Deferred tax assets, net

    78,471     —       —       —       —         78,471

Other assets, net

    —       23,681     31,808     15,038     —         70,527
   

 

 

 

 


 

Total Assets

  $ 589,154   $ 1,188,315   $ 1,546,129   $ 686,357   $ (1,738,319 )   $ 2,271,636
   

 

 

 

 


 

Current Liabilities:

                                     

Accounts payable and accrued expenses

  $ —     $ 5,845   $ 67,664   $ 112,368   $ —       $ 185,877

Compensation and employee benefits payable

    —       —       92,652     58,069     —         150,721

Accrued bonus and profit sharing

    —       —       151,800     119,220     —         271,020

Short-term borrowings:

                                     

Warehouse line of credit (a)

    —       —       138,233     —       —         138,233

Other

    —       —       21,540     196     —         21,736
   

 

 

 

 


 

Total short-term borrowings

    —       —       159,773     196     —         159,969

Current maturities of long-term debt

    —       11,800     —       154     —         11,954

Other current liabilities

    29,206     —       —       341     —         29,547
   

 

 

 

 


 

Total Current Liabilities

    29,206     17,645     471,889     290,348     —         809,088

Long-Term Debt:

                                     

11¼% senior subordinated notes, net of unamortized discount

    —       205,032     —       —       —         205,032

Senior secured term loan

    —       265,250     —       —       —         265,250

9¾% senior notes

    —       130,000     —       —       —         130,000

Inter-company loan payable

    —       —       751,259     117,179     (868,438 )     —  

Other long-term debt

    —       —       —       602     —         602
   

 

 

 

 


 

Total Long-Term Debt

    —       600,282     751,259     117,781     (868,438 )     600,884

Deferred compensation liability

    —       160,281     —       —       —         160,281

Other liabilities

    —       —       70,017     65,493     —         135,510
   

 

 

 

 


 

Total Liabilities

    29,206     778,208     1,293,165     473,622     (868,438 )     1,705,763

Minority interest

    —       —       —       5,925     —         5,925

Commitments and contingencies

    —       —       —       —       —         —  

Stockholders’ Equity

    559,948     410,107     252,964     206,810     (869,881 )     559,948
   

 

 

 

 


 

Total Liabilities and Stockholders’ Equity

  $ 589,154   $ 1,188,315   $ 1,546,129   $ 686,357   $ (1,738,319 )   $ 2,271,636
   

 

 

 

 


 


(a) Although L.J. Melody is included among our domestic subsidiaries, which jointly and severally guarantee our 9¾% senior notes and 11¼% senior subordinated notes, all warehouse receivables funded under the WaMu line of credit are pledged to WaMu, and accordingly, are not included as collateral for these notes or our other outstanding debt.

 

20


Table of Contents

CB RICHARD ELLIS GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2005

(Dollars in thousands)

 

    Parent

    CBRE

    Guarantor
Subsidiaries


  Nonguarantor
Subsidiaries


    Elimination

    Consolidated
Total


Revenue

  $ —       $ —       $ 470,498   $ 201,665     $ —       $ 672,163

Costs and expenses:

                                           

Cost of services

    —         —         251,063     87,628       —         338,691

Operating, administrative and other

    1,115       2,299       148,643     89,673       —         241,730

Depreciation and amortization

    —         —         7,055     3,763       —         10,818
   


 


 

 


 


 

Operating (loss) income

    (1,115 )     (2,299 )     63,737     20,601       —         80,924

Equity income from unconsolidated subsidiaries

    —         4,054       10,465     260       —         14,779

Interest income

    32       10,829       1,201     1,734       (10,738 )     3,058

Interest expense

    —         12,638       9,454     2,020       (10,738 )     13,374

Loss on extinguishment of debt

    —         —         1,832     —         —         1,832

Equity income from consolidated subsidiaries

    51,094       49,644       11,022     —         (111,760 )     —  
   


 


 

 


 


 

Income before (benefit) provision for income taxes

    50,011       49,590       75,139     20,575       (111,760 )     83,555

(Benefit) provision for income taxes

    (410 )     (1,504 )     25,495     9,553       —         33,134
   


 


 

 


 


 

Net income

  $ 50,421     $ 51,094     $ 49,644   $ 11,022     $ (111,760 )   $ 50,421
   


 


 

 


 


 

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2004

(Dollars in thousands)

    Parent

    CBRE

    Guarantor
Subsidiaries


  Nonguarantor
Subsidiaries


    Elimination

    Consolidated
Total


Revenue

  $ —       $ —       $ 378,174   $ 172,742     $ —       $ 550,916

Costs and expenses:

                                           

Cost of services

    —         —         198,325     74,286       —         272,611

Operating, administrative and other

    354       2,116       148,138     79,931       —         230,539

Depreciation and amortization

    —         —         7,324     3,506       —         10,830

Merger-related charges

    —         —         10,605     969       —         11,574
   


 


 

 


 


 

Operating (loss) income

    (354 )     (2,116 )     13,782     14,050       —         25,362

Equity income (loss) from unconsolidated subsidiaries

    —         82       2,815     (129 )     —         2,768

Interest income

    34       11,458       560     2,372       (12,860 )     1,564

Interest expense

    1,645       14,352       11,532     4,111       (12,860 )     18,780

Loss on extinguishment of debt

    —         4,009       —       —         —         4,009

Equity income from consolidated subsidiaries

    3,599       9,304       5,509     —         (18,412 )     —  
   


 


 

 


 


 

Income before (benefit) provision for income taxes

    1,634       367       11,134     12,182       (18,412 )     6,905

(Benefit) provision for income taxes

    (1,331 )     (3,232 )     1,830     6,673       —         3,940
   


 


 

 


 


 

Net income

  $ 2,965     $ 3,599     $ 9,304   $ 5,509     $ (18,412 )   $ 2,965
   


 


 

 


 


 

 

21


Table of Contents

CB RICHARD ELLIS GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2005

(Dollars in thousands)

 

    Parent

    CBRE

    Guarantor
Subsidiaries


    Nonguarantor
Subsidiaries


    Elimination

    Consolidated
Total


 

Revenue

  $ —       $ (117 )   $ 840,177     $ 370,369     $ —       $ 1,210,429  

Costs and expenses:

                                               

Cost of services

    —         —         441,180       165,557       —         606,737  

Operating, administrative and other

    2,160       4,304       289,123       169,364       —         464,951  

Depreciation and amortization

    —         —         13,621       7,567       —         21,188  
   


 


 


 


 


 


Operating (loss) income

    (2,160 )     (4,421 )     96,253       27,881       —         117,553  

Equity income (loss) from unconsolidated subsidiaries

    —         4,265       14,823       (1,068 )     —         18,020  

Interest income

    53       21,679       2,626       2,616       (21,471 )     5,503  

Interest expense

    112       25,629       19,175       3,527       (21,471 )     26,972  

Loss on extinguishment of debt

    —         —         6,762       —         —         6,762  

Equity income from consolidated subsidiaries

    66,371       69,443       13,820       —         (149,634 )     —    
   


 


 


 


 


 


Income before (benefit) provision for income taxes

    64,152       65,337       101,585       25,902       (149,634 )     107,342  

(Benefit) provision for income taxes

    (841 )     (1,034 )     32,142       12,082       —         42,349  
   


 


 


 


 


 


Net income

  $ 64,993     $ 66,371     $ 69,443     $ 13,820     $ (149,634 )   $ 64,993  
   


 


 


 


 


 


CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2004

(Dollars in thousands)

 

 

 

    Parent

    CBRE

    Guarantor
Subsidiaries


    Nonguarantor
Subsidiaries


    Elimination

    Consolidated
Total


 

Revenue

  $ —       $ —       $ 687,073     $ 304,835     $ —       $ 991,908  

Costs and expenses:

                                               

Cost of services

    —         —         361,871       134,962       —         496,833  

Operating, administrative and other

    650       4,690       274,229       150,221       —         429,790  

Depreciation and amortization

    —         —         17,291       10,370       —         27,661  

Merger-related charges

    —         —         18,277       3,257       —         21,534  
   


 


 


 


 


 


Operating (loss) income

    (650 )     (4,690 )     15,405       6,025       —         16,090  

Equity income (loss) from unconsolidated subsidiaries

    —         434       5,266       (406 )     —         5,294  

Interest income

    61       25,698       1,210       2,950       (27,082 )     2,837  

Interest expense

    3,716       30,520       24,528       6,743       (27,082 )     38,425  

Loss on extinguishment of debt

    —         4,009       —         —         —         4,009  

Equity loss from consolidated subsidiaries

    (11,013 )     (3,423 )     (2,241 )     —         16,677       —    
   


 


 


 


 


 


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

    (15,318 )     (16,510 )     (4,888 )     1,826       16,677       (18,213 )

(Benefit) provision for income taxes

    (1,715 )     (5,497 )     (1,465 )     4,067       —         (4,610 )
   


 


 


 


 


 


Net loss

  $ (13,603 )   $ (11,013 )   $ (3,423 )   $ (2,241 )   $ 16,677     $ (13,603 )
   


 


 


 


 


 


 

22


Table of Contents

CB RICHARD ELLIS GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2005

(Dollars in thousands)

 

    Parent

    CBRE

    Guarantor
Subsidiaries


    Nonguarantor
Subsidiaries


    Consolidated
Total


 

CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:

  $ 15,804     $ (27,337 )   $ 22,196     $ 538     $ 11,201  

CASH FLOWS FROM INVESTING ACTIVITIES:

                                       

Capital expenditures

    —         —         (11,464 )     (4,049 )     (15,513 )

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

    —         —         (14 )     (3,358 )     (3,372 )

Investment in property held for sale

    —         —         —         (28,221 )     (28,221 )

Distributions from (contributions to) unconsolidated subsidiaries, net

    —         2,721       (13,434 )     (1,476 )     (12,189 )

Decrease in restricted cash

    —         —         3,320       62       3,382  

Other investing activities, net

    —         32       3,261       382       3,675  
   


 


 


 


 


Net cash provided by (used in) investing activities

    —         2,753       (18,331 )     (36,660 )     (52,238 )

CASH FLOWS FROM FINANCING ACTIVITIES:

                                       

Proceeds from debt related to property held for sale

    —         —         —         22,394       22,394  

Repayment of senior secured term loan

    —         (5,900 )     —         —         (5,900 )

(Repayment of) proceeds from euro cash pool loan and other loans, net

    —         —         (3,403 )     1,888       (1,515 )

Repayment of 11¼% senior subordinated notes

    —         (38,200 )     —         —         (38,200 )

Proceeds from exercise of stock options

    3,841       —         —         —         3,841  

(Increase) decrease in inter-company receivables, net

    (18,778 )     74,154       (59,359 )     3,983       —    

Other financing activities, net

    339       (318 )     —         (1,334 )     (1,313 )
   


 


 


 


 


Net cash (used in) provided by financing activities

    (14,598 )     29,736       (62,762 )     26,931       (20,693 )
   


 


 


 


 


NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

    1,206       5,152       (58,897 )     (9,191 )     (61,730 )

CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD

    3,496       2,806       216,463       34,131       256,896  

Effect of currency exchange rate changes on cash

    —         —         —         (2,949 )     (2,949 )
   


 


 


 


 


CASH AND CASH EQUIVALENTS, AT END OF PERIOD

  $ 4,702     $ 7,958     $ 157,566     $ 21,991     $ 192,217  
   


 


 


 


 


SUPPLEMENTAL DATA:

                                       

Cash paid during the period for:

                                       

Interest, net of amount capitalized

  $ —       $ 27,545     $ 602     $ 211     $ 28,358  
   


 


 


 


 


Income taxes, net of refunds

  $ 18,685     $ —       $ —       $ —       $ 18,685  
   


 


 


 


 


 

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CB RICHARD ELLIS GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2004

(Dollars in thousands)

 

    Parent

    CBRE

    Guarantor
Subsidiaries


    Nonguarantor
Subsidiaries


    Consolidated
Total


 

CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES:

  $ (7,645 )   $ (4,891 )   $ (24,289 )   $ 1,575     $ (35,250 )

CASH FLOWS FROM INVESTING ACTIVITIES:

                                       

Capital expenditures

    —         —         (21,438 )     (3,778 )     (25,216 )

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

    —         —         (2,628 )     (2,329 )     (4,957 )

Contributions to unconsolidated subsidiaries, net of capital distributions

    —         (419 )     (4,774 )     (1,643 )     (6,836 )

Decrease in restricted cash

    —         —         2,449       1,143       3,592  

Other investing activities, net

    —         —         3,504       394       3,898  
   


 


 


 


 


Net cash used in investing activities

    —         (419 )     (22,887 )     (6,213 )     (29,519 )

CASH FLOWS FROM FINANCING ACTIVITIES:

                                       

Proceeds from the revolver and swingline credit facility

    —         186,750       —         —         186,750  

Repayment of revolver and swingline credit facility

    —         (186,750 )     —         —         (186,750 )

Repayment of senior secured term loan

    —         (17,500 )     —         —         (17,500 )

Repayment of euro cash pool and other loans, net

    —         —         (2,936 )     (7,879 )     (10,815 )

Repayment of 11¼% senior subordinated notes

    —         (21,631 )     —         —         (21,631 )

Proceeds from issuance of common stock, net

    135,000       —         —         —         135,000  

(Increase) decrease in inter-company receivables, net

    (130,259 )     49,711       48,378       32,170       —    

Other financing activities, net

    713       (3,942 )     —         862       (2,367 )
   


 


 


 


 


Net cash provided by financing activities

    5,454       6,638       45,442       25,153       82,687  
   


 


 


 


 


NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS

    (2,191 )     1,328       (1,734 )     20,515       17,918  

CASH AND CASH EQUIVALENTS, AT BEGINNING OF PERIOD

    3,008       17       148,752       12,104       163,881  

Effect of currency exchange rate changes on cash

    —         —         —         (2,207 )     (2,207 )
   


 


 


 


 


CASH AND CASH EQUIVALENTS, AT END OF PERIOD

  $ 817     $ 1,345     $ 147,018     $ 30,412     $ 179,592  
   


 


 


 


 


SUPPLEMENTAL DATA:

                                       

Cash paid during the period for:

                                       

Interest, net of amount capitalized

  $ 3,065     $ 34,889     $ 907     $ 1,579     $ 40,440  
   


 


 


 


 


Income taxes, net of refunds

  $ 6,685     $ —       $ —       $ —       $ 6,685  
   


 


 


 


 


 

24


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CB RICHARD ELLIS GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

17. Industry Segments

 

Effective with the fourth quarter of 2004, we reorganized our business segments for financial reporting purposes by separating the Global Investment Management business from our geographic regions. This action was taken in an effort to increase our transparency of reporting in light of the growing significance of our Global Investment Management business. This reorganization has reduced revenues and earnings in the Americas, Europe, Middle East and Africa (EMEA) and Asia Pacific regions, but has had no impact on consolidated results. Accordingly, we now report our operations through four primary segments. The segments are as follows: (1) Americas, (2) EMEA, (3) Asia Pacific and (4) Global Investment Management.

 

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, Mexico and other selected parts of Latin America. The primary services offered consists 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, excluding mortgage loan origination and servicing. 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 investments in real estate in the U.S., Europe and Asia.

 

We do not allocate net interest expense, loss on extinguishment of debt or provision (benefit) for income taxes among our segments. Summarized financial information by operating segment is as follows (dollars in thousands):

 

    

Three Months Ended

June 30,


   

Six Months Ended

June 30,


 
     2005

    2004

    2005

    2004

 

Revenue

                                

Americas

   $ 489,878     $ 384,468     $ 870,992     $ 703,069  

EMEA

     123,139       108,309       225,249       188,135  

Asia Pacific

     43,284       37,710       77,159       63,270  

Global Investment Management

     15,862       20,429       37,029       37,434  
    


 


 


 


     $ 672,163     $ 550,916     $ 1,210,429     $ 991,908  
    


 


 


 


Operating income (loss)

                                

Americas

   $ 68,978     $ 12,342     $ 102,588     $ 13,448  

EMEA

     10,722       5,094       10,739       (5,015 )

Asia Pacific

     6,575       5,155       8,030       4,796  

Global Investment Management

     (5,351 )     2,771       (3,804 )     2,861  
    


 


 


 


       80,924       25,362       117,553       16,090  

Equity income (loss) from unconsolidated subsidiaries

                                

Americas

     3,424       1,638       6,324       3,364  

EMEA

     (123 )     (240 )     (305 )     (489 )

Asia Pacific

     442       (106 )     530       189  

Global Investment Management

     11,036       1,476       11,471       2,230  
    


 


 


 


       14,779       2,768       18,020       5,294  

Interest income

     3,058       1,564       5,503       2,837  

Interest expense

     13,374       18,780       26,972       38,425  

Loss on extinguishment of debt

     1,832       4,009       6,762       4,009  
    


 


 


 


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

   $ 83,555     $ 6,905     $ 107,342     $ (18,213 )
    


 


 


 


 

25


Table of Contents

CB RICHARD ELLIS GROUP, INC.

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(Unaudited)

 

18. New Accounting and Tax Pronouncements

 

On October 22, 2004, the President signed the American Jobs Creation Act of 2004 (the Act). The Act creates a temporary incentive for U.S. corporations to repatriate accumulated income earned abroad by providing an 85 percent dividends received deduction for certain dividends from controlled foreign corporations. We are currently conducting an evaluation of the effects of the repatriation provisions of the Act and will complete this evaluation by December 31, 2005. We do not expect the Act to have a material impact on our financial position or results of operations.

 

In December 2004, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 123—Revised, “Share Based Payment” (SFAS 123R). The statement establishes the standards for the accounting for transactions in which an entity exchanges its equity instruments for goods and services. The statement focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. FAS 123R permits public companies to adopt its requirements using one of two methods: a “modified-prospective” method or a “modified-retrospective” method. We plan to adopt the modified-prospective method. Under this method, a company records compensation expense for all awards it grants or modifies after the date it adopts the standard. In addition, public companies are required to record compensation expense for the unvested portion of previously granted awards that remain outstanding at the date of adoption. During 2005, the Securities and Exchange Commission deferred the effective date of this statement until the first annual period beginning after June 15, 2005, or January 1, 2006. The adoption of this statement is not expected to have a material impact on our financial position or results of operations.

 

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets, an Amendment of APB Opinion No. 29” (SFAS 153). The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions”, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in APB Opinion No. 29, however, included certain exceptions to that principle. SFAS 153 amends APB Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. SFAS 153 is effective for nonmonetary asset exchanges in fiscal periods beginning after June 15, 2005. We do not believe that the adoption of SFAS 153 will have a material impact on our results of operations or financial position.

 

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections” (SFAS 154). SFAS 154 requires retrospective application to prior periods’ financial statements of voluntary changes in accounting principle. It also requires that the new accounting principle be applied to the balances of assets and liabilities as of the beginning of the earliest period for which retrospective application is practicable and that a corresponding adjustment be made to the opening balance of retained earnings for that period rather than being reported in an income statement. The statement will be effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005. We do not expect the adoption of SFAS 154 to have a material effect on our consolidated financial position or results of operations.

 

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

 

This Quarterly Report on Form 10-Q for CB Richard Ellis Group, Inc. for the quarter ended June 30, 2005, 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, 2004. 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.

 

Overview

 

We are the largest global commercial real estate services firm, based on 2004 revenue, offering a full range of services to occupiers, owners, lenders and investors in office, retail, industrial, multi-family and other commercial real estate assets. As of December 31, 2004, excluding affiliates and partner offices, we operated in over 200 offices worldwide with approximately 13,500 employees providing commercial real estate services under the “CB Richard Ellis” brand name. Our business is focused on several service competencies, including strategic advice and execution assistance for property leasing and sales, forecasting, valuations, commercial mortgage loan origination and servicing, facilities and project management and real estate investment management. We generate revenues both on a per project or transaction basis and from annual management fees.

 

When you read our financial statements and the information included in this section, 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 and make it challenging to predict our future performance based on our historical results. We believe that the following material trends and uncertainties are most crucial to an understanding of the variability in our historical earnings and cash flows and the potential for such variances in the future:

 

Macroeconomic Conditions

 

Economic trends and government policies directly affect our operations as well as global and regional commercial real estate markets generally. These include: overall economic activity and employment growth, interest rate levels, the availability of credit to finance transactions and the impact of tax and regulatory policies. Periods of economic slowdown or recession, significantly rising interest rates, a declining employment level, a declining demand for real estate or the public perception that any of these events may occur, can negatively affect the performance of many of our business lines. Weak economic conditions could result in a general decrease in transaction activity and a decline in rents, which in turn would reduce revenue from property management fees and brokerage commissions derived from property sales and leases. In addition, these conditions could lead to a decline in sales prices as well as a decline in funds invested in commercial real estate and related assets. An economic downturn or a significant increase in interest rates also may reduce the amount of loan originations and related servicing by our commercial mortgage brokerage business. If our real estate and mortgage brokerage businesses are negatively impacted, it is likely that our other lines of business would also suffer due to the relationship among our various business lines.

 

During 2002 and 2001, we were adversely affected by the slowdown in the United States economy, which negatively impacted the commercial real estate market generally. This caused a decline in our leasing activities within the United States. Moreover, in part because of the terrorist attacks on September 11, 2001 and the run-up to the conflict with Iraq, the economic climate in the United States became very uncertain, which had an adverse effect on commercial real estate market conditions and in turn, our operating results for 2002 and 2001. During 2003 and 2004, economic conditions in the United States improved, which positively impacted the commercial real estate market generally. This caused an improvement in our Americas segment’s revenue, particularly in sales and leasing activities. We expect this trend to continue in the near term.

 

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Adverse changes in economic conditions would also affect our compensation expense, which is structured to decrease in line with any decrease in revenues. 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 on our operating margins during difficult market conditions is partially mitigated. In addition, in circumstances when economic conditions are particularly severe, our management also has sought to improve operational performance through cost reduction programs. For example, as economic conditions worsened in 2001, our management team made targeted reductions in our workforce, reduced senior management bonuses, streamlined general and administrative operations and cut capital expenditures and other discretionary operating expenses. As a result of the operating leverage inherent in our business, we were able to reduce our operating expenses by $18.7 million during 2002 as compared to 2001. Notwithstanding these approaches, adverse global and regional economic changes remain one of the most significant risks to our future financial condition and results of operations.

 

Effects of Prior 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. For example, we enhanced our mortgage banking services through our 1996 acquisition of L.J. Melody & Company (L.J. Melody) and we significantly increased the scale of our investment management business through our 1995 acquisition of Westmark Realty Advisors and our 1997 acquisition of Koll Real Estate Services. An example of a strategic acquisition that increased our geographic coverage was our 1998 acquisition of Hillier Parker May & Rowden in the United Kingdom. Our largest acquisition to date was our 2003 acquisition of Insignia Financial Group, Inc. (Insignia), which not only significantly increased the scale of our real estate advisory services and outsourcing services business lines in the Americas segment but also significantly increased our presence in the New York, London and Paris metropolitan areas.

 

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 and charges and the costs of integrating the acquired business and its financial and accounting systems into our own. For example, through December 31, 2004, we incurred $200.9 million of transaction-related expenditures in connection with our acquisition of Insignia in 2003 and $87.6 million of transaction-related expenditures in connection with our acquisition of CB Richard Ellis Services in 2001. Transaction-related expenditures included severance costs, lease termination costs, transaction costs, deferred financing costs and merger-related costs, among others. We incurred our final transaction expenditures with respect to the Insignia Acquisition in the third quarter of 2004. In addition, through June 30, 2005, we have incurred $32.8 million of expenses in connection with the integration of Insignia’s business lines, as well as accounting and other systems, into our own. We expect to incur additional Insignia-related integration expenses of approximately $2.0 million during the remainder of 2005 and approximately $4.0 million during 2006.

 

International Operations

 

We have made significant acquisitions of non-U.S. companies and we may acquire additional foreign companies in the future. As we increase our foreign 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

 

28


Table of Contents

foreign currencies into U.S. dollars. Due to the constantly changing currency exposures to which we are subject and the volatility of currency exchange rates, our management 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 challenging 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 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. Although our management believes that the incurrence of this long-term indebtedness has been important in the development of our business, including facilitating our acquisition of Insignia Financial Group in 2003, 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. For example, we refinanced our senior secured credit facilities in October 2003 and again during 2004 to obtain more attractive interest rates and other terms, redeemed $30.0 million in aggregate principal amount of our 16% senior notes in late 2003 and repurchased $21.6 million in aggregate principal amount of our 11¼% senior subordinated notes in the open market during May and June 2004.

 

In addition, on June 15, 2004 we received aggregate net proceeds of approximately $135.0 million, after deducting underwriting discounts and commissions and offering expenses payable by us, in connection with the sale of 7,726,764 shares of our Class A common stock pursuant to the completion of our initial public offering. During June 2004, we used a portion of the net proceeds received from the offering to prepay $15.0 million in principal amount of the term loan under our amended and restated credit agreement and during July 2004, we used the remaining net proceeds we received from the offering to redeem all $38.3 million in aggregate principal amount of our remaining outstanding 16% senior notes and $70.0 million in aggregate principal amount of our 9¾% senior notes.

 

Lastly, during the six months ended June 30, 2005, we repurchased $38.2 million in aggregate principal amount of our 11¼% senior subordinated notes in the open market. Our management expects to continue to look for opportunities to reduce our debt from time to time.

 

Notwithstanding the actions described above, however, our level of indebtedness and the operating and financial restrictions in our debt agreements both place constraints on the operation of our business.

 

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 goodwill and other intangible assets, revenue recognition, income taxes and our consolidation policy can be found in our Annual Report on Form 10-K for the year ended December 31, 2004. There have been no material changes to these policies in 2005.

 

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Table of Contents

Basis of Presentation

 

Significant Acquisitions and Dispositions

 

On July 23, 2003, pursuant to an amended and restated agreement and plan of merger, dated as of May 28, 2003, by and among CB Richard Ellis Services, CB Richard Ellis Group, Apple Acquisition Corp., a Delaware corporation and wholly owned subsidiary of CB Richard Ellis Services, and Insignia, Apple Acquisition was merged with and into Insignia (the Insignia Acquisition). Insignia was the surviving corporation in the merger and at the effective time of the merger became a wholly owned subsidiary of CB Richard Ellis Services.

 

Segment Reporting

 

Effective with the fourth quarter of 2004, we reorganized our business segments for financial reporting purposes by separating the Global Investment Management business from our geographic regions. This action was taken in an effort to increase our transparency of reporting in light of the growing significance of our Global Investment Management business. This reorganization has reduced revenues and earnings in the Americas, Europe, Middle East and Africa (EMEA) and Asia Pacific regions but has had no impact on consolidated results. The results for the periods ended June 30, 2004, have been restated to conform to this new presentation of our business segments.

 

We now report our operations through four primary segments: (1) Americas, (2) EMEA, (3) Asia Pacific and (4) Global Investment Management. The Americas consists of operations located in the U.S., Canada, Mexico and 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 the United States, Europe and Asia.

 

Results of Operations

 

The following table sets forth items derived from the consolidated statements of operations for the three and six months ended June 30, 2005 and 2004 presented in dollars and as a percentage of revenue (dollars in thousands):

 

    Three Months Ended June 30,

    Six Months Ended June 30,

 
    2005

    2004

    2005

    2004

 

Revenue

  $ 672,163   100.0 %   $ 550,916   100.0 %   $ 1,210,429   100.0 %   $ 991,908     100.0 %

Costs and expenses:

                                                 

Cost of services

    338,691   50.4       272,611   49.5       606,737   50.1       496,833     50.1  

Operating, administrative and other

    241,730   36.0       230,539   41.8       464,951   38.4       429,790     43.3  

Depreciation and amortization

    10,818   1.6       10,830   2.0       21,188   1.8       27,661     2.8  

Merger-related charges

    —     —         11,574   2.1       —     —         21,534     2.2  
   

 

 

 

 

 

 


 

Operating income

    80,924   12.0       25,362   4.6       117,553   9.7       16,090     1.6  

Equity income from unconsolidated subsidiaries

    14,779   2.2       2,768   0.5       18,020   1.5       5,294     0.6  

Interest income

    3,058   0.5       1,564   0.3       5,503   0.5       2,837     0.3  

Interest expense

    13,374   2.0       18,780   3.4       26,972   2.2       38,425     3.9  

Loss on extinguishment of debt

    1,832   0.3       4,009   0.7       6,762   0.6       4,009     0.4  
   

 

 

 

 

 

 


 

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

    83,555   12.4       6,905   1.3       107,342   8.9       (18,213 )   (1.8 )

Provision (benefit) for income taxes

    33,134   4.9       3,940   0.8       42,349   3.5       (4,610 )   (0.4 )
   

 

 

 

 

 

 


 

Net income (loss)

  $ 50,421   7.5 %   $ 2,965   0.5 %   $ 64,993   5.4 %   $ (13,603 )   (1.4 )%
   

 

 

 

 

 

 


 

EBITDA

  $ 106,521   15.8 %   $ 38,960   7.1 %   $ 156,761   13.0 %   $ 49,045     4.9 %
   

 

 

 

 

 

 


 

 

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EBITDA represents earnings before net interest expense, loss on extinguishment of debt, income taxes, depreciation and amortization. Our management believes EBITDA is useful in evaluating our performance compared to that of other companies in our industry because the calculation of EBITDA generally eliminates the effects of financing and income taxes and the accounting effects of capital spending and acquisitions, which 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 performance of our various business lines and for other discretionary purposes, including as a significant component when measuring our performance under our employee incentive programs.

 

However, EBITDA is not a recognized measurement under U.S. generally accepted accounting principles (GAAP), and when analyzing our operating performance, readers should use EBITDA in addition to, and not as an alternative for, operating income (loss) and net income (loss), each 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.

 

EBITDA is calculated as follows (dollars in thousands):

 

    

Three Months Ended

June 30,


  

Six Months Ended

June 30,


 
     2005

   2004

   2005

   2004

 

Net income (loss)

   $ 50,421    $ 2,965    $ 64,993    $ (13,603 )

Add:

                             

Depreciation and amortization

     10,818      10,830      21,188      27,661  

Interest expense

     13,374      18,780      26,972      38,425  

Loss on extinguishment of debt

     1,832      4,009      6,762      4,009  

Provision (benefit) for income taxes

     33,134      3,940      42,349      (4,610 )

Less:

                             

Interest income

     3,058      1,564      5,503      2,837  
    

  

  

  


EBITDA

   $ 106,521    $ 38,960    $ 156,761    $ 49,045  
    

  

  

  


 

Three Months Ended June 30, 2005 Compared to the Three Months Ended June 30, 2004

 

We reported consolidated net income of $50.4 million for the three months ended June 30, 2005 on revenue of $672.2 million as compared to consolidated net income of $3.0 million on revenue of $550.9 million for the three months ended June 30, 2004.

 

Our revenue on a consolidated basis increased by $121.2 million, or 22.0%, as compared to the three months ended June 30, 2004. The revenue growth was primarily driven by continued higher worldwide transaction revenue as well as increased management and appraisal fees. Foreign currency translation had an $8.2 million positive impact on total revenue during the three months ended June 30, 2005.

 

Our cost of services on a consolidated basis increased by $66.1 million, or 24.2%, during the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. Our sales and leasing professionals generally are paid on a commission and bonus basis, which substantially correlates with our revenue performance. Accordingly, the overall increase was primarily driven by the increase in revenue. Foreign currency translation had a $3.7 million negative impact on cost of services during the three months ended June 30, 2005.

 

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Cost of services as a percentage of revenue increased only slightly from 49.5% for the three months ended June 30, 2004 to 50.4% for the three months ended June 30, 2005, mainly due to increased producer headcount and higher producer bonus expense in the United Kingdom as a result of increased revenue in the current year as well as headcount increases in producer support in the United States.

 

Our operating, administrative and other expenses on a consolidated basis were $241.7 million, an increase of $11.2 million, or 4.9%, for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004. The increase was mainly driven by higher worldwide payroll-related costs, including bonuses, as well as increased marketing costs, all of which primarily resulted from our improved operating performance. The year-over-year overall increase in operating expenses was partially masked by the absence of Insignia-related costs and one-time compensation expense related to our initial public offering of our common stock in June 2004, both of which significantly impacted second quarter 2004 results. Additionally, total operating expenses were reduced by net foreign currency transaction gains during the three months ended June 30, 2005, while in the prior year we experienced net foreign currency transaction losses, which added to total operating expenses. The relative strength of the U.S. dollar, particularly as compared to the British pound sterling, drove the net foreign currency transaction activity in both periods. Foreign currency translation had a $3.5 million negative impact on total operating expenses during the three months ended June 30, 2005. Operating expenses as a percentage of revenue decreased from 41.8% for the three months ended June 30, 2004 to 36.0% for the three months ended June 30, 2005, reflecting the operating leverage inherent in our business structure.

 

Our depreciation and amortization expense remained flat on a consolidated basis totaling $10.8 million for both the three months ended June 30, 2005 and 2004.

 

Our merger-related charges on a consolidated basis were $11.6 million for the three months ended June 30, 2004. These charges primarily consisted of lease termination costs associated with vacated spaces, consulting costs and severance costs, all of which were attributable to the Insignia Acquisition. We incurred our final merger-related charges associated with the Insignia Acquisition during the quarter ended September 30, 2004.

 

Our equity income from unconsolidated subsidiaries on a consolidated basis increased by $12.0 million for the three months ended June 30, 2005 as compared to the three months ended June 30, 2004, primarily due to fees earned and gains realized on the disposition of assets maintained in our investment management portfolio as well as the improved overall performance of our equity investments in our Americas business segment and U.S. investments in our Global Investment Management segment.

 

Our consolidated interest expense was $13.4 million for the three months ended June 30, 2005, a decrease of $5.4 million, or 28.8%, as compared to the three months ended June 30, 2004. This decline was primarily driven by interest savings realized as a result of debt repayments during the quarter ended June 30, 2004 and throughout the first half of 2005. Our management expects to continue to look for opportunities to reduce our debt in the future.

 

Our loss on extinguishment of debt on a consolidated basis was $1.8 million and $4.0 million for the three months ended June 30, 2005 and 2004, respectively. These losses incurred were related to the write-off of unamortized deferred financing fees and unamortized discount, as well as premiums paid, all in connection with repurchases of our 11¼% senior subordinated notes in the open market in the second quarter of 2005 and 2004. We expect to incur additional charges of this type in connection with the continuation of our deleveraging efforts in the future.

 

Our provision for income taxes on a consolidated basis was $33.1 million for the three months ended June 30, 2005 as compared to $3.9 million for the three months ended June 30, 2004. Our effective tax rate declined from 57.1% for the three months ended June 30, 2004 to 39.7% for the three months ended June 30, 2005. The increase in the provision for income taxes and the decrease in the effective tax rate were primarily attributable to the significant increase in pre-tax income over the second quarter of 2004 as well as the earnings trend between the first and the second quarter of 2004, which caused the second quarter 2004 tax rate to be unusually high. The change in the mix of domestic and foreign earnings also contributed to the year-over-year variance in the effective tax rate.

 

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Six Months Ended June 30, 2005 Compared to the Six Months Ended June 30, 2004

 

We reported consolidated net income of $65.0 million for the six months ended June 30, 2005 on revenue of $1.2 billion as compared to a consolidated net loss of $13.6 million on revenue of $991.9 million for the six months ended June 30, 2004.

 

Our revenue on a consolidated basis increased by $218.5 million, or 22.0%, as compared to the six months ended June 30, 2004. The revenue growth was primarily driven by higher worldwide transaction revenue as well as increased management and appraisal fees. Additionally, continued low long-term interest rates in the United States have fueled an increase in loan origination fees. Foreign currency translation had a $15.9 million positive impact on total revenue during the six months ended June 30, 2005.

 

Our cost of services on a consolidated basis increased by $109.9 million, or 22.1%, during the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. Our sales and leasing professionals generally are paid on a commission and bonus basis, which substantially correlates with our revenue performance. Accordingly, the overall increase was primarily driven by the increase in revenue. Foreign currency translation had a $7.3 million negative impact on cost of services during the six months ended June 30, 2005. Cost of services as a percentage of revenue totaled 50.1% for both the six months ended June 30, 2005 and 2004.

 

Our operating, administrative and other expenses on a consolidated basis were $465.0 million, an increase of $35.2 million, or 8.2%, for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. The increase was primarily driven by higher worldwide payroll-related costs, including bonuses, as well as increased marketing costs, all of which resulted from our improved operating performance. The year-over-year overall increase in operating expenses was partially masked by the absence of Insignia-related costs and one-time compensation expense related to our initial public offering, both of which significantly impacted the results for the prior year period. Additionally, total operating expenses were reduced by net foreign currency transaction gains during the three months ended June 30, 2005, while in the prior year we experienced net foreign currency transaction losses, which added to total operating expenses. The relative strength of the U.S. dollar, particularly as compared to the British pound sterling, drove the net foreign currency transaction activity in both periods. Finally, foreign currency translation had a $7.4 million negative impact on total operating expenses during the six months ended June 30, 2005. Operating expenses as a percentage of revenue decreased from 43.3% for the six months ended June 30, 2004 to 38.4% for the six months ended June 30, 2005, reflecting the operating leverage inherent in our business structure.

 

Our depreciation and amortization expense on a consolidated basis decreased by $6.5 million, or 23.4%, for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004. The decrease was largely due to lower amortization expense related to intangibles acquired in the Insignia Acquisition, including a reduction in amortization expense of $7.7 million related to acquired net revenue backlog. As of December 31, 2004, the intangible asset representing the net revenue backlog acquired in the Insignia Acquisition was fully amortized.

 

Our merger-related charges on a consolidated basis were $21.5 million for the six months ended June 30, 2004. These charges primarily consisted of lease termination costs associated with vacated spaces, consulting costs and severance costs, all of which were attributable to the Insignia Acquisition. We incurred our final merger-related charges associated with the Insignia Acquisition during the quarter ended September 30, 2004.

 

Our equity income from unconsolidated subsidiaries on a consolidated basis increased by $12.7 million for the six months ended June 30, 2005 as compared to the six months ended June 30, 2004, primarily due to fees earned and gains realized on the disposition of assets maintained in our investment management portfolio as well as the improved overall performance of our equity investments in our Americas business segment and U.S. investments in our Global Investment Management segment. These increases were partially offset by a loss incurred in Asian investments in our Global Investment Management segment.

 

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Our consolidated interest expense was $27.0 million for the six months ended June 30, 2005, a decrease of $11.5 million, or 29.8%, as compared to the six months ended June 30, 2004. This decline was primarily driven by interest savings realized as a result of debt repayments throughout 2004 and the first half of 2005. Our management expects to continue to look for opportunities to reduce our debt in the future.

 

Our loss on extinguishment of debt on a consolidated basis was $6.8 million and $4.0 million for the six months ended June 30, 2005 and 2004, respectively. These losses incurred were related to the write-off of unamortized deferred financing fees and unamortized discount, as well as premiums paid, all in connection with repurchases of our 11¼% senior subordinated notes in the open market during the six months ended June 30, 2005 and 2004. We expect to incur additional charges of this type in connection with the continuation of our deleveraging efforts in the future.

 

Our provision for income taxes on a consolidated basis was $42.3 million for the six months ended June 30, 2005 as compared to a benefit for income taxes of $4.6 million for the six months ended June 30, 2004. Our effective tax rate rose from a 25.3% benefit for the six months ended June 30, 2004 to a 39.5% provision for the six months ended June 30, 2005. The increase in the provision for income taxes is attributable to the significant increase in pre-tax income over 2004. The increase in the effective tax rate is primarily a result of the change in the mix of domestic and foreign earnings as well as a decrease in losses sustained in jurisdictions where no tax benefit can be provided.

 

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Segment Operations

 

The following table summarizes our revenue, costs and expenses, and operating income (loss) by our Americas, EMEA, Asia Pacific and Global Investment Management operating segments for the three and six months ended June 30, 2005 and 2004 (dollars in thousands):

 

    Three Months Ended June 30,

    Six Months Ended June 30,

 
    2005

    2004

    2005

    2004

 

Americas

                                                     

Revenue

  $ 489,878     100.0 %   $ 384,468   100.0 %   $ 870,992     100.0 %   $ 703,069     100.0 %

Costs and expenses:

                                                     

Cost of services

    263,295     53.7       207,612   54.0       463,252     53.2       381,508     54.3  

Operating, administrative and other

    150,150     30.7       146,823   38.2       290,769     33.4       272,832     38.8  

Depreciation and amortization

    7,455     1.5       7,310   1.9       14,383     1.6       17,283     2.4  

Merger-related charges

    —       —         10,381   2.7       —       —         17,998     2.6  
   


 

 

 

 


 

 


 

Operating income

  $ 68,978     14.1 %   $ 12,342   3.2 %   $ 102,588     11.8 %   $ 13,448     1.9 %
   


 

 

 

 


 

 


 

EBITDA

  $ 79,857     16.3 %   $ 21,290   5.5 %   $ 123,295     14.2 %   $ 34,095     4.8 %
   


 

 

 

 


 

 


 

EMEA

                                                     

Revenue

  $ 123,139     100.0 %   $ 108,309   100.0 %   $ 225,249     100.0 %   $ 188,135     100.0 %

Costs and expenses:

                                                     

Cost of services

    54,930     44.6       47,363   43.7       104,705     46.5       83,588     44.5  

Operating, administrative and other

    55,097     44.7       52,364   48.4       104,991     46.6       98,385     52.3  

Depreciation and amortization

    2,390     2.0       2,325   2.1       4,814     2.1       7,972     4.2  

Merger-related charges

    —       —         1,163   1.1       —       —         3,205     1.7  
   


 

 

 

 


 

 


 

Operating income (loss)

  $ 10,722     8.7 %   $ 5,094   4.7 %   $ 10,739     4.8 %   $ (5,015 )   (2.7 )%
   


 

 

 

 


 

 


 

EBITDA

  $ 12,989     10.5 %   $ 7,179   6.6 %   $ 15,248     6.8 %   $ 2,468     1.3 %
   


 

 

 

 


 

 


 

Asia Pacific

                                                     

Revenue

  $ 43,284     100.0 %   $ 37,710   100.0 %   $ 77,159     100.0 %   $ 63,270     100.0 %

Costs and expenses:

                                                     

Cost of services

    20,466     47.3       17,636   46.8       38,780     50.3       31,737     50.1  

Operating, administrative and other

    15,694     36.3       14,303   37.9       29,201     37.8       25,487     40.3  

Depreciation and amortization

    549     1.2       616   1.6       1,148     1.5       1,250     2.0  
   


 

 

 

 


 

 


 

Operating income

  $ 6,575     15.2 %   $ 5,155   13.7 %   $ 8,030     10.4 %   $ 4,796     7.6 %
   


 

 

 

 


 

 


 

EBITDA

  $ 7,566     17.5 %   $ 5,665   15.0 %   $ 9,708     12.6 %   $ 6,235     9.8 %
   


 

 

 

 


 

 


 

Global Investment Management

                                                     

Revenue

  $ 15,862     100.0 %   $ 20,429   100.0 %   $ 37,029     100.0 %   $ 37,434     100.0 %

Costs and expenses:

                                                     

Operating, administrative and other

    20,789     131.0       17,049   83.5       39,990     108.0       33,086     88.4  

Depreciation and amortization

    424     2.7       579   2.8       843     2.3       1,156     3.1  

Merger-related charges

    —       —         30   0.1       —       —         331     0.9  
   


 

 

 

 


 

 


 

Operating (loss) income

  $ (5,351 )   (33.7 )%   $ 2,771   13.6 %   $ (3,804 )   (10.3 )%   $ 2,861     7.6 %
   


 

 

 

 


 

 


 

EBITDA

  $ 6,109     38.5 %   $ 4,826   23.6 %   $ 8,510     23.0 %   $ 6,247     16.7 %
   


 

 

 

 


 

 


 

 

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EBITDA represents earnings before net interest expense, loss on extinguishment of debt, income taxes, depreciation and amortization. Our management believes EBITDA is useful in evaluating our performance compared to that of other companies in our industry because the calculation of EBITDA generally eliminates the effects of financing and income taxes and the accounting effects of capital spending and acquisitions, which 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 performance of our various business lines and for other discretionary purposes, including as a significant component when measuring our performance under our employee incentive programs.

 

However, EBITDA is not a recognized measurement under U.S. GAAP, and when analyzing our operating performance, readers should use EBITDA in addition to, and not as an alternative for, operating income (loss), 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.

 

We do not allocate net interest expense, loss on extinguishment of debt or provision (benefit) for income taxes among our segments. Accordingly, EBITDA for our segments is calculated as follows (dollars in thousands):

 

    

Three Months Ended