CBRE HOLDING INC - 10-Q Quarterly Report

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2002

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

For the Transition Period from to

Commission File Number 000 - 32983

CBRE HOLDING, INC.

(Exact name of Registrant as specified in its charter)

Delaware		94-3391143
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

355 South Grand Avenue, Suite 3100 Los Angeles, California		90071-1552
(Address of principal executive offices)		(Zip Code)

(213) 613-3226		Not Applicable
(Registrant’s telephone number, including area code)		(Former name, former address and formal fiscal year if changed since last report)

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

The number of shares of Class A and Class B common stock outstanding at July 31, 2002 was 1,696,062 and 12,624,813, respectively.

CBRE HOLDING, INC.

FORM 10-Q

June 30, 2002

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements

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

	Consolidated Statements of Operations for the three months ended June 30, 2002 and 2001, the six months ended June 30, 2002, the period from February 20, 2001 (inception) through June 30, 2001, the three months ended June 30, 2001 and the six months ended June 30, 2001 (Unaudited)

	Consolidated Statements of Cash Flows for the six months ended June 30, 2002, the period from February 20, 2001 (inception) through June 30, 2001 and the six months ended June 30, 2001 (Unaudited)

	Notes to Consolidated Financial Statements (Unaudited)

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

Item 3.	Quantitative and Qualitative Disclosures About Market Risk

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings

Item 6.	Exhibits and Reports on Form 8-K

Signatures

CBRE HOLDING, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share data)

	June 30, 2002			December 31, 2001
	(Unaudited)
ASSETS
Current Assets:
Cash and cash equivalents	$	18,211		$	57,450
Receivables, less allowance for doubtful accounts of $13,377 and $11,748 at June 30, 2002 and December 31, 2001, respectively	137,427			156,434
Warehouse receivable	142,300			106,790
Prepaid expenses	11,413			8,325
Deferred taxes, net	32,649			32,155
Other current assets	10,777			8,493
Total current assets	352,777			369,647

Property and equipment, net	64,928			68,451
Goodwill	583,213			609,543
Other intangible assets, net of accumulated amortization of $4,665 and $3,153 at June 30, 2002 and December 31, 2001, respectively	93,549			38,117
Cash surrender value of insurance policies, deferred compensation plan	63,975			69,385
Investments in and advances to unconsolidated subsidiaries	48,120			42,535
Deferred taxes, net	35,096			54,002
Prepaid pension costs	13,956			13,588
Other assets	96,309			94,085
Total assets	$	1,351,923		$	1,359,353

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable and accrued expenses	$	80,332		$	82,982
Compensation and employee benefits payable	57,765			68,118
Accrued bonus and profit sharing	33,989			85,188
Income taxes payable	13,009			21,736
Short-term borrowings:
Warehouse line of credit	142,300			106,790
Revolver and swingline credit facility	30,000			—
Other	49,193			48,828
Total short-term borrowings	221,493			155,618
Current maturities of long-term debt	10,231			10,223
Total current liabilities	416,819			423,865

Long-term debt:
11¼% senior subordinated notes, net of unamortized discount of $3,163 and $3,263 at June 30, 2002 and December 31, 2001, respectively	225,837			225,737
Senior secured term loans	216,300			220,975
16% senior notes, net of unamortized discount of $5,230 and $5,344 at June 30, 2002 and December 31, 2001, respectively	60,420			59,656
Other long-term debt	12,725			15,695
Total long-term debt	515,282			522,063
Deferred compensation liability	100,034			105,104
Other liabilities	46,990			46,661
Total liabilities	1,079,125			1,097,693
Minority interest	4,608			4,296
Commitments and contingencies
Stockholders’ Equity:
Class A common stock; $0.01 par value; 75,000,000 shares authorized; 1,759,361 and 1,730,601 shares issued and outstanding (including treasury shares) at June 30, 2002 and December 31, 2001, respectively	18			17
Class B common stock; $0.01 par value; 25,000,000 shares authorized; 12,649,813 shares issued and outstanding (including treasury shares) at June 30, 2002 and December 31, 2001	126			127
Additional paid-in capital	240,786			240,541
Notes receivable from sale of stock	(643		)	(1,043		)
Accumulated earnings	18,620			17,426
Accumulated other comprehensive income	10,608			296
Treasury stock at cost, 83,634 shares at June 30, 2002	(1,325		)	—
Total stockholders’ equity	268,190			257,364
Total liabilities and stockholders’ equity	$	1,351,923		$	1,359,353

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

CBRE HOLDING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except share data)

Company

Predecessor

CBRE
Holding,
Inc.

CB Richard
Ellis Services,
Inc.

Three
Months
Ended
June 30,
2002

Three
Months
Ended
June 30,
2001

Six
Months
Ended
June 30,
2002

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

Three
Months
Ended
June 30,
2001

Six
Months
Ended
June 30,
2001