10-QPeriod: Q3 FY2001

CBRE GROUP, INC. Quarterly Report for Q3 Ended Sep 30, 2001

Filed November 14, 2001For Securities:CBRE

Summary

CBRE Holding, Inc.'s Form 10-Q for the period ending September 30, 2001, details the significant impact of its merger with CB Richard Ellis Services, Inc. (CBRE) on July 20, 2001. The financial statements reflect the combined entity's performance post-merger, along with the predecessor's results prior to the transaction. The company reported a net loss of $1.2 million for the three months ended September 30, 2001, a stark contrast to the profitable periods of its predecessor in the prior year. This loss is largely attributable to substantial merger-related and other nonrecurring charges, increased interest expenses from newly issued debt, and a decline in revenues driven by a softening economy and the aftermath of the September 11th events. Despite the near-term loss, the merger has significantly expanded CBRE's balance sheet, with total assets increasing substantially due to the acquisition. However, this growth is accompanied by a considerable increase in long-term debt, including new senior subordinated and senior notes, to finance the transaction. Investors should closely monitor the integration of the two entities, the management of the increased debt load, and the company's ability to return to profitability in a challenging economic environment.

Key Highlights

  • 1CBRE Holding, Inc. completed a significant merger with CB Richard Ellis Services, Inc. (CBRE) on July 20, 2001, impacting its financial statements from that date forward.
  • 2The company reported a net loss of $1.2 million for the three months ended September 30, 2001, compared to a net income of $7.0 million for the same period in the prior year (predecessor).
  • 3Total revenues decreased by 15.4% to $225.6 million for the three months ended September 30, 2001, primarily due to softening economic conditions and the impact of events following September 11, 2001, affecting lease and sales revenues.
  • 4The balance sheet shows a substantial increase in total assets to $1.22 billion, largely driven by the acquisition, but also a significant rise in total liabilities to $972.2 million, including newly issued long-term debt.
  • 5Significant merger-related and other nonrecurring charges of $3.3 million were recorded in the current quarter, contributing to the net loss.
  • 6Interest expense increased substantially to $13.4 million from $11.0 million due to the debt incurred to finance the merger.
  • 7Goodwill increased significantly to $629.1 million as a result of purchase accounting for the merger.

Frequently Asked Questions

The primary event was the completion of the merger between CBRE Holding, Inc. (the Company) and CB Richard Ellis Services, Inc. (CBRE) on July 20, 2001. This merger significantly changed the company's structure and financial position.

The merger resulted in a net loss of $1.2 million for the three months ended September 30, 2001. This is a notable shift from the profitable periods reported by the predecessor company in the prior year. The loss was influenced by merger-related expenses, increased interest costs from new debt, and a revenue decline attributed to economic conditions and the September 11th events.

The substantial increase in goodwill to $629.1 million is a direct result of the merger and the application of purchase accounting. It represents the excess of the purchase price over the fair value of the net identifiable assets acquired in the merger with CBRE.

The merger was financed through a combination of debt and equity. Consequently, the company's long-term debt increased significantly. New debt instruments, including 111/4% Senior Subordinated Notes and 16% Senior Notes, were issued, leading to a substantial increase in interest expense.