UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2004
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 001 - 32205
CB RICHARD ELLIS GROUP, INC.
(Exact name of Registrant as specified in its charter)
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Delaware |
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94-3391143 |
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(State or other jurisdiction of
incorporation or |
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(I.R.S. Employer Identification Number) |
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865 South Figueroa Street, Suite 3400 |
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90017 |
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(Address of principal executive offices) |
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(Zip Code) |
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(213) 613-3226 |
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(Registrant’s telephone number, including area code) |
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(Former name, former address
and |
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 No .
Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No ý.
The number of shares of Class A common stock outstanding at July 30, 2004 was 69,299,920.
FORM 10-Q
June 30, 2004
TABLE OF CONTENTS
2
CB RICHARD ELLIS GROUP, INC.
(Dollars in thousands, except share data)
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June 30, |
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December 31, |
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(Unaudited) |
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ASSETS |
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Current Assets: |
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Cash and cash equivalents |
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$ |
179,592 |
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$ |
163,881 |
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Restricted cash |
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12,044 |
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14,899 |
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Receivables, less allowance for doubtful accounts of $17,444 and $16,181 at June 30, 2004 and December 31, 2003, respectively |
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295,256 |
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322,416 |
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Warehouse receivable |
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219,935 |
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230,790 |
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Prepaid expenses |
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23,687 |
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22,854 |
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Deferred tax assets, net |
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67,786 |
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57,681 |
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Other current assets |
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35,655 |
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26,461 |
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Total Current Assets |
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833,955 |
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838,982 |
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Property and equipment, net |
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123,384 |
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113,569 |
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Goodwill |
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825,056 |
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819,558 |
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Other intangible assets, net of accumulated amortization of $84,759 and $73,449 at June 30, 2004 and December 31, 2003, respectively |
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121,238 |
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131,731 |
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Deferred compensation assets |
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79,094 |
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76,389 |
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Investments in and advances to unconsolidated subsidiaries |
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75,993 |
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68,361 |
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Deferred tax assets, net |
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35,442 |
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32,179 |
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Other assets, net |
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124,914 |
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132,712 |
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Total Assets |
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$ |
2,219,076 |
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$ |
2,213,481 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current Liabilities: |
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Accounts payable and accrued expenses |
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$ |
181,531 |
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$ |
189,787 |
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Compensation and employee benefits payable |
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146,660 |
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148,874 |
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Accrued bonus and profit sharing |
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126,503 |
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200,343 |
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Short-term borrowings: |
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Warehouse line of credit |
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219,935 |
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230,790 |
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Other |
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28,618 |
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39,347 |
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Total short-term borrowings |
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248,553 |
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270,137 |
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Current maturities of long-term debt |
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13,029 |
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11,285 |
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Other current liabilities |
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13,314 |
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12,991 |
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Total Current Liabilities |
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729,590 |
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833,417 |
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Long-Term Debt: |
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11¼% senior subordinated notes, net of unamortized discount of $2,456 and $2,827 at June 30, 2004 and December 31, 2003, respectively |
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204,913 |
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226,173 |
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Senior secured term loan |
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268,200 |
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287,500 |
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9¾% senior notes |
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200,000 |
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200,000 |
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16% senior notes, net of unamortized discount of $2,516 and $2,844 at June 30, 2004 and December 31, 2003, respectively |
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35,800 |
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35,472 |
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Other long-term debt |
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43,437 |
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42,275 |
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Total Long-Term Debt |
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752,350 |
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791,420 |
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Deferred compensation liability |
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143,846 |
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138,037 |
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Pension liability |
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36,715 |
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35,998 |
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Other liabilities |
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95,215 |
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75,024 |
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Total Liabilities |
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1,757,716 |
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1,873,896 |
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Minority interest |
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8,163 |
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6,656 |
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Commitments and contingencies |
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Stockholders’ Equity: |
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Class A common stock; $0.01 par value; 325,000,000 shares authorized; 68,973,443 and 7,561,499 shares issued and outstanding at June 30, 2004 and December 31, 2003, respectively |
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690 |
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76 |
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Class B common stock; $0.01 par value; 100,000,000 shares authorized; 53,409,556 shares issued and outstanding at December 31, 2003; no shares authorized, issued or outstanding at June 30, 2004 |
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— |
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534 |
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Additional paid-in capital |
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498,904 |
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361,522 |
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Notes receivable from sale of stock |
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(5,350 |
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(4,680 |
) |
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Accumulated (deficit) earnings |
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(12,154 |
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1,449 |
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Accumulated other comprehensive loss |
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(26,581 |
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(23,780 |
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Treasury stock at cost, 405,883 and 385,103 shares at June 30, 2004 and December 31, 2003, respectively |
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(2,312 |
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(2,192 |
) |
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Total Stockholders’ Equity |
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453,197 |
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332,929 |
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Total Liabilities and Stockholders’ Equity |
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$ |
2,219,076 |
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$ |
2,213,481 |
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The accompanying notes are an integral part of these consolidated financial statements.
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