10-Q 1 cbre-10q_20190331.htm 10-Q cbre-10q_20190331.htm

hat

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

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

For the quarterly period ended March 31, 2019

OR

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

 

CBRE 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)

 

 

 

400 South Hope Street, 25th Floor
Los Angeles, California

 

90071

(Address of principal executive offices)

 

(Zip Code)

 

 

 

(213) 613-3333

 

Not applicable

(Registrant's telephone number, including area code)

 

(Former name, former address and
former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.01 par value per share

“CBRE”

New York Stock Exchange

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 has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

 

 

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  

The number of shares of Class A common stock outstanding at April 30, 2019 was 336,277,673.

 

 

 


 

FORM 10-Q

March 31, 2019

TABLE OF CONTENTS

 

 

 

 

 

Page

 

 

 

 

 

PART I – FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Financial Statements (Unaudited)

 

 

 

 

 

 

 

 

 

Consolidated Balance Sheets at March 31, 2019 and December 31, 2018

 

1

 

 

 

 

 

 

 

Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018

 

2

 

 

 

 

 

 

 

Consolidated Statements of Comprehensive Income for the three months ended March 31, 2019 and 2018

 

3

 

 

 

 

 

 

 

Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018

 

4

 

 

 

 

 

 

 

Consolidated Statements of Equity for the three months ended March 31, 2019 and 2018

 

6

 

 

 

 

 

 

 

Notes to Consolidated Financial Statements

 

7

 

 

 

 

 

Item 2.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

31

 

 

 

 

 

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

47

 

 

 

 

 

Item 4.

 

Controls and Procedures

 

48

 

 

 

 

 

PART II – OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

48

 

 

 

 

 

Item 1A.

 

Risk Factors

 

48

 

 

 

 

 

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

 

48

 

 

 

 

 

Item 6.

 

Exhibits

 

50

 

 

 

 

 

Signatures

 

52

 

 

 

 


 

PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements

CBRE GROUP, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(Dollars in thousands, except share data)

 

 

 

March 31,

 

 

December 31,

 

 

 

2019

 

 

2018

 

ASSETS

 

 

 

 

 

 

 

 

Current Assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

604,952

 

 

$

777,219

 

Restricted cash

 

 

82,716

 

 

 

86,725

 

Receivables, less allowance for doubtful accounts of $60,115 and $60,348 at

   March 31, 2019 and December 31, 2018, respectively

 

 

3,801,474

 

 

 

3,668,591

 

Warehouse receivables

 

 

1,548,249

 

 

 

1,342,468

 

Contract assets

 

 

295,403

 

 

 

307,020

 

Prepaid expenses

 

 

248,359

 

 

 

254,892

 

Income taxes receivable

 

 

58,337

 

 

 

71,684

 

Other current assets

 

 

357,370

 

 

 

245,611

 

Total Current Assets

 

 

6,996,860

 

 

 

6,754,210

 

Property and equipment, net

 

 

730,450

 

 

 

721,692

 

Goodwill

 

 

3,663,882

 

 

 

3,652,309

 

Other intangible assets, net of accumulated amortization of $1,229,297 and $1,180,393 at

   March 31, 2019 and December 31, 2018, respectively

 

 

1,338,646

 

 

 

1,441,308

 

Operating lease assets

 

 

938,681

 

 

 

 

Investments in unconsolidated subsidiaries

 

 

228,406

 

 

 

216,174

 

Deferred tax assets, net

 

 

80,537

 

 

 

51,703

 

Other assets, net

 

 

715,546

 

 

 

619,397

 

Total Assets

 

$

14,693,008

 

 

$

13,456,793

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

1,833,841

 

 

$

1,919,827

 

Compensation and employee benefits payable

 

 

1,152,035

 

 

 

1,121,179

 

Accrued bonus and profit sharing

 

 

656,123

 

 

 

1,189,395

 

Operating lease liabilities

 

 

185,457

 

 

 

 

Contract liabilities

 

 

115,137

 

 

 

82,227

 

Income taxes payable

 

 

53,795

 

 

 

68,100

 

Short-term borrowings:

 

 

 

 

 

 

 

 

Warehouse lines of credit (which fund loans that U.S. Government Sponsored

   Enterprises have committed to purchase)

 

 

1,561,207

 

 

 

1,328,761

 

Revolving credit facility

 

 

336,000

 

 

 

 

Total short-term borrowings

 

 

1,897,207

 

 

 

1,328,761

 

Current maturities of long-term debt

 

 

2,573

 

 

 

3,146

 

Other current liabilities

 

 

113,914

 

 

 

90,745

 

Total Current Liabilities

 

 

6,010,082

 

 

 

5,803,380

 

Long-term debt, net of current maturities

 

 

1,760,181

 

 

 

1,767,260

 

Non-current operating lease liabilities

 

 

969,216

 

 

 

 

Non-current tax liabilities

 

 

175,139

 

 

 

172,626

 

Deferred tax liabilities, net

 

 

126,384

 

 

 

107,425

 

Other liabilities

 

 

447,790

 

 

 

596,200

 

Total Liabilities

 

 

9,488,792

 

 

 

8,446,891

 

Commitments and contingencies

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

 

CBRE Group, Inc. Stockholders’ Equity:

 

 

 

 

 

 

 

 

Class A common stock; $0.01 par value; 525,000,000 shares authorized;

   336,266,487 and 336,912,783 shares issued and outstanding at

   March 31, 2019 and December 31, 2018, respectively

 

 

3,363

 

 

 

3,369

 

Additional paid-in capital

 

 

1,126,984

 

 

 

1,149,013

 

Accumulated earnings

 

 

4,675,201

 

 

 

4,504,684

 

Accumulated other comprehensive loss

 

 

(716,169

)

 

 

(718,269

)

Total CBRE Group, Inc. Stockholders’ Equity

 

 

5,089,379

 

 

 

4,938,797

 

Non-controlling interests

 

 

114,837

 

 

 

71,105

 

Total Equity

 

 

5,204,216

 

 

 

5,009,902

 

Total Liabilities and Equity

 

$

14,693,008

 

 

$

13,456,793

 

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

1


 

CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(Dollars in thousands, except share data)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Revenue

 

$

5,135,510

 

 

$

4,673,952

 

Costs and expenses:

 

 

 

 

 

 

 

 

Cost of services

 

 

4,022,034

 

 

 

3,619,961

 

Operating, administrative and other

 

 

792,876

 

 

 

732,235

 

Depreciation and amortization

 

 

105,823

 

 

 

108,165

 

Intangible asset impairment

 

 

89,037

 

 

 

 

Total costs and expenses

 

 

5,009,770

 

 

 

4,460,361

 

Gain on disposition of real estate

 

 

19,247

 

 

 

18

 

Operating income

 

 

144,987

 

 

 

213,609

 

Equity income from unconsolidated subsidiaries

 

 

72,664

 

 

 

40,179

 

Other income (loss)

 

 

20,853

 

 

 

(4,280

)

Interest income

 

 

1,534

 

 

 

3,621

 

Interest expense

 

 

22,726

 

 

 

28,858

 

Write-off of financing costs on extinguished debt

 

 

2,608

 

 

 

27,982

 

Income before provision for income taxes

 

 

214,704

 

 

 

196,289

 

Provision for income taxes

 

 

43,878

 

 

 

46,164

 

Net income

 

 

170,826

 

 

 

150,125

 

Less:  Net income (loss) attributable to non-controlling interests

 

 

6,417

 

 

 

(163

)

Net income attributable to CBRE Group, Inc.

 

$

164,409

 

 

$

150,288

 

Basic income per share:

 

 

 

 

 

 

 

 

Net income per share attributable to CBRE Group, Inc.

 

$

0.49

 

 

$

0.44

 

Weighted average shares outstanding for basic income per

   share

 

 

336,020,431

 

 

 

338,890,098

 

Diluted income per share:

 

 

 

 

 

 

 

 

Net income per share attributable to CBRE Group, Inc.

 

$

0.48

 

 

$

0.44

 

Weighted average shares outstanding for diluted income per

   share

 

 

340,158,399

 

 

 

342,589,810

 

 

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

 


2


 

CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

Net income

 

$

170,826

 

 

$

150,125

 

Other comprehensive income:

 

 

 

 

 

 

 

 

Foreign currency translation gain

 

 

937

 

 

 

66,032

 

Adoption of Accounting Standards Update 2016-01, net of tax

 

 

 

 

 

(3,964

)

Amounts reclassified from accumulated other comprehensive

   loss to interest expense, net of tax

 

 

410

 

 

 

755

 

Unrealized (losses) gains on interest rate swaps, net of tax

 

 

(59

)

 

 

603

 

Unrealized holding gains (losses) on available for sale debt

   securities, net of tax

 

 

755

 

 

 

(505

)

Other, net

 

 

1

 

 

 

5,528

 

Total other comprehensive income

 

 

2,044

 

 

 

68,449

 

Comprehensive income

 

 

172,870

 

 

 

218,574

 

Less: Comprehensive income (loss) attributable to non-controlling

   interests

 

 

6,361

 

 

 

(358

)

Comprehensive income attributable to CBRE Group, Inc.

 

$

166,509

 

 

$

218,932

 

 

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

 


3


 

CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

Net income

 

$

170,826

 

 

$

150,125

 

Adjustments to reconcile net income to net cash used in operating

   activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

105,823

 

 

 

108,165

 

Amortization and write-off of financing costs on extinguished debt

 

 

4,175

 

 

 

29,733

 

Gains related to mortgage servicing rights, premiums on loan sales

   and sales of other assets

 

 

(53,517

)

 

 

(45,078

)

Intangible asset impairment

 

 

89,037

 

 

 

 

Net realized and unrealized (gains) losses from investments

 

 

(20,853

)

 

 

4,280

 

Provision for doubtful accounts

 

 

1,867

 

 

 

5,601

 

Compensation expense for equity awards

 

 

29,271

 

 

 

29,570

 

Equity income from unconsolidated subsidiaries

 

 

(72,664

)

 

 

(40,179

)

Distribution of earnings from unconsolidated subsidiaries

 

 

77,158

 

 

 

45,182

 

Proceeds from sale of mortgage loans

 

 

4,453,797

 

 

 

2,910,181

 

Origination of mortgage loans

 

 

(4,646,348

)

 

 

(3,132,008

)

Increase in warehouse lines of credit

 

 

232,446

 

 

 

237,239

 

Tenant concessions received

 

 

3,464

 

 

 

12,634

 

Purchase of equity securities

 

 

(62,117

)

 

 

(23,569

)

Proceeds from sale of equity securities

 

 

25,730

 

 

 

20,001

 

(Increase) decrease in receivables, prepaid expenses and other assets

   (including contract and lease assets)

 

 

(172,218

)

 

 

69,971

 

Decrease in accounts payable and accrued expenses and other liabilities

   (including contract and lease liabilities)

 

 

(33,982

)

 

 

(146,221

)

Decrease in compensation and employee benefits payable and accrued

   bonus and profit sharing

 

 

(519,719

)

 

 

(483,031

)

(Increase) decrease in income taxes receivable/payable

 

 

(11,344

)

 

 

4,668

 

Other operating activities, net

 

 

(2,721

)

 

 

(7,222

)

Net cash used in operating activities

 

 

(401,889

)

 

 

(249,958

)

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(47,665

)

 

 

(46,724

)

Acquisition of businesses, including net assets acquired, intangibles and

   goodwill, net of cash acquired

 

 

(2,142

)

 

 

 

Contributions to unconsolidated subsidiaries

 

 

(23,562

)

 

 

(10,611

)

Distributions from unconsolidated subsidiaries

 

 

5,974

 

 

 

15,216

 

Purchase of equity securities

 

 

(2,867

)

 

 

(10,219

)

Proceeds from sale of equity securities

 

 

4,356

 

 

 

4,367

 

Purchase of available for sale debt securities

 

 

 

 

 

(12,066

)

Proceeds from the sale of available for sale debt securities

 

 

603

 

 

 

2,264

 

Other investing activities, net

 

 

679

 

 

 

(6,439

)

Net cash used in investing activities

 

 

(64,624

)

 

 

(64,212

)

 

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


4


 

CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited)

(Dollars in thousands)

 

 

 

Three Months Ended

 

 

 

March 31,

 

 

 

2019

 

 

2018

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

 

 

Proceeds from senior term loans

 

 

300,000

 

 

 

550,000

 

Repayment of senior term loans

 

 

(300,000

)

 

 

 

Proceeds from revolving credit facility

 

 

507,000

 

 

 

898,000

 

Repayment of revolving credit facility

 

 

(171,000

)

 

 

(435,000

)

Repayment of 5.00% senior notes (including premium)

 

 

 

 

 

(820,000

)

Repurchase of common stock

 

 

(45,088

)

 

 

 

Acquisition of businesses (cash paid for acquisitions more than

   three months after purchase date)

 

 

(17,185

)

 

 

(8,049

)

Units repurchased for payment of taxes on equity awards

 

 

(9,186

)

 

 

(4,550

)

Non-controlling interest contributions

 

 

40,774

 

 

 

1,595

 

Non-controlling interest distributions

 

 

(1,347

)

 

 

(1,025

)

Payment of financing costs

 

 

(3,374

)

 

 

(39

)

Other financing activities, net

 

 

(566

)

 

 

413

 

Net cash provided by financing activities

 

 

300,028

 

 

 

181,345

 

Effect of currency exchange rate changes on cash and cash

   equivalents and restricted cash

 

 

(9,791

)

 

 

29,819

 

NET DECREASE IN CASH AND CASH EQUIVALENTS

   AND RESTRICTED CASH

 

 

(176,276

)

 

 

(103,006

)

CASH AND CASH EQUIVALENTS AND RESTRICTED

   CASH, AT BEGINNING OF PERIOD

 

 

863,944

 

 

 

824,819

 

CASH AND CASH EQUIVALENTS AND RESTRICTED

   CASH, AT END OF PERIOD

 

$

687,668

 

 

$

721,813

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW

   INFORMATION:

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

Interest

 

$

33,606

 

 

$

48,994

 

Income taxes, net

 

$

54,241

 

 

$

37,219

 

 

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

 

5


 

CBRE GROUP, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(Dollars in thousands)

 

 

 

CBRE Group, Inc. Shareholders

 

 

 

 

 

 

 

 

 

 

 

Class A

common

stock

 

 

Additional

paid-in

capital

 

 

Accumulated

earnings

 

 

Accumulated other

comprehensive loss

 

 

Non-

controlling

interests

 

 

Total

 

Balance at December 31, 2018

 

$

3,369

 

 

$

1,149,013

 

 

$

4,504,684

 

 

$

(718,269

)

 

$

71,105

 

 

$

5,009,902

 

Net income

 

 

 

 

 

 

 

 

164,409

 

 

 

 

 

 

6,417

 

 

 

170,826

 

Compensation expense for equity awards

 

 

 

 

 

29,271

 

 

 

 

 

 

 

 

 

 

 

 

29,271

 

Units repurchased for payment of taxes on equity

   awards

 

 

 

 

 

(9,186

)

 

 

 

 

 

 

 

 

 

 

 

(9,186

)

Repurchase of common stock

 

 

(11

)

 

 

(45,077

)

 

 

 

 

 

 

 

 

 

 

 

(45,088

)

Foreign currency translation gain (loss)

 

 

 

 

 

 

 

 

 

 

 

993

 

 

 

(56

)

 

 

937

 

Amounts reclassified from accumulated other

   comprehensive loss to interest expense, net of tax

 

 

 

 

 

 

 

 

 

 

 

410

 

 

 

 

 

 

410

 

Unrealized losses on interest rate swaps, net of tax

 

 

 

 

 

 

 

 

 

 

 

(59

)

 

 

 

 

 

(59

)

Unrealized holding gains on available for sale debt

   securities, net of tax

 

 

 

 

 

 

 

 

 

 

 

755

 

 

 

 

 

 

755

 

Contributions from non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

40,774

 

 

 

40,774

 

Distributions to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,347

)

 

 

(1,347

)

Other

 

 

5

 

 

 

2,963

 

 

 

6,108

 

 

 

1

 

 

 

(2,056

)

 

 

7,021

 

Balance at March 31, 2019

 

$

3,363

 

 

$

1,126,984

 

 

$

4,675,201

 

 

$

(716,169

)

 

$

114,837

 

 

$

5,204,216

 

 

 

 

 

CBRE Group, Inc. Shareholders

 

 

 

 

 

 

 

 

 

 

 

Class A

common

stock

 

 

Additional

paid-in

capital

 

 

Accumulated

earnings

 

 

Accumulated other

comprehensive loss

 

 

Non-

controlling

interests

 

 

Total

 

Balance at December 31, 2017

 

$

3,395

 

 

$

1,220,508

 

 

$

3,443,007

 

 

$

(552,414

)

 

$

60,118

 

 

$

4,174,614

 

Net income (loss)

 

 

 

 

 

 

 

 

150,288

 

 

 

 

 

 

(163

)

 

 

150,125

 

Adoption of Accounting Standards Update

   2016-01, net of tax

 

 

 

 

 

 

 

 

3,964

 

 

 

(3,964

)

 

 

 

 

 

 

Compensation expense for equity awards

 

 

 

 

 

29,570

 

 

 

 

 

 

 

 

 

 

 

 

29,570

 

Units repurchased for payment of taxes on

   equity awards

 

 

 

 

 

(4,550

)

 

 

 

 

 

 

 

 

 

 

 

(4,550

)

Foreign currency translation gain (loss)

 

 

 

 

 

 

 

 

 

 

 

66,227

 

 

 

(195

)

 

 

66,032

 

Amounts reclassified from accumulated other

   comprehensive loss to interest expense, net of

   tax

 

 

 

 

 

 

 

 

 

 

 

755

 

 

 

 

 

 

755

 

Unrealized gains on interest rate swaps, net of

   tax

 

 

 

 

 

 

 

 

 

 

 

603

 

 

 

 

 

 

603

 

Unrealized holding losses on available for sale

   debt securities, net of tax

 

 

 

 

 

 

 

 

 

 

 

(505

)

 

 

 

 

 

(505

)

Contributions from non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,595

 

 

 

1,595

 

Distributions to non-controlling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,025

)

 

 

(1,025

)

Other

 

 

2

 

 

 

723

 

 

 

(5,506

)

 

 

5,528

 

 

 

713

 

 

 

1,460

 

Balance at March 31, 2018

 

$

3,397

 

 

$

1,246,251

 

 

$

3,591,753

 

 

$

(483,770

)

 

$

61,043

 

 

$

4,418,674

 

 

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

 

 

 

6


 

CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1.

Basis of Presentation

Readers of this Quarterly Report on Form 10-Q (Quarterly Report) should refer to the audited financial statements and notes to consolidated financial statements of CBRE Group, Inc., a Delaware corporation (which may be referred to in these financial statements as “the company,” “we,” “us” and “our”), for the year ended December 31, 2018, which are included in our 2018 Annual Report on Form 10-K (2018 Annual Report), filed with the United States Securities and Exchange Commission (SEC) and also available on our website (www.cbre.com), since we have omitted from this Quarterly Report certain footnote disclosures which would substantially duplicate those contained in such audited financial statements. You should also refer to Note 2, Significant Accounting Policies, in the notes to consolidated financial statements in our 2018 Annual Report for further discussion of our significant accounting policies and estimates.

The accompanying consolidated financial statements have been prepared in accordance with the rules applicable to quarterly reports on 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 (U.S.), or GAAP, for annual financial statements. In our opinion, all adjustments (consisting of normal recurring adjustments, except as otherwise noted) considered necessary for a fair presentation have been included. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported and reported amounts of revenue and expenses. Such estimates include the value of goodwill, intangibles and other long-lived assets, real estate assets, accounts receivable, contract assets, operating lease assets, investments in unconsolidated subsidiaries and assumptions used in the calculation of income taxes, retirement and other post-employment benefits, among others. These estimates and assumptions are based on our best judgment. We evaluate our estimates and assumptions on an ongoing basis using historical experience and other factors, including consideration of the current economic environment, and adjust such estimates and assumptions when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in these estimates resulting from continuing changes in the economic environment will be reflected in the financial statements in future periods.

Certain reclassifications have been made to the 2018 financial statements to conform with the 2019 presentation.

 

2.

New Accounting Pronouncements

Recently Adopted Accounting Pronouncements

The Financial Accounting Standards Board (FASB) previously issued six Accounting Standards Updates (ASUs) related to leases. The ASUs issued were: (1) in February 2016, ASU 2016-02, “Leases (Topic 842)”, (2) in January 2018, ASU 2018-01, “Leases (Topic 842): Land Easement Practical Expedient for Transition to Topic 842”, (3) in July 2018, ASU 2018-10, “Codification Improvements to Topic 842, Leases”, (4) in July 2018, ASU 2018-11, “Targeted Improvements”, (5) in December 2018, ASU 2018-20, “Leases (Topic 842): Narrow-Scope Improvements for Lessors” and (6) in March 2019, ASU 2019-01, “Leases (Topic 842): Codification Improvements.” ASU 2016-02 requires lessees to recognize most leases on the balance sheet as liabilities, with corresponding right-of-use assets. For income statement recognition purposes, leases will be classified as either a finance or operating lease in a manner similar to the requirements under the previous lease accounting literature, but without relying upon the bright-line tests. The amendments in ASU 2018-01 specify how land easements are within the scope of ASC 842 and permit a practical expedient to not assess whether expired or existing land easements that were not previously accounted for as leases are leases under ASC 842. The amendments in ASU 2018-10 affect narrow aspects of the guidance issued in the amendments in ASU 2016-02. The amendments in ASU 2018-11 provide an optional method for adopting the new leasing guidance and provide lessors with a practical expedient to combine lease and associated non-lease components by class of underlying asset in contracts that meet certain criteria. The amendments in ASU 2018-20 provide an accounting policy election permitting lessors to treat certain

7


CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

sales and other similar taxes incurred as lessee costs, guidance on the treatment of certain lessor costs and guidance on recognizing variable payments for contracts with a lease and non-lease component. The amendments in ASU 2019-01 affect narrow aspects of the guidance issued in the amendments in ASU 2016-02. These ASUs are effective for annual periods in fiscal years beginning after December 15, 2018.

We adopted these ASUs in the first quarter of 2019 by using the optional transitional method associated with no adjustment to comparative period financial statements presented for prior periods. We elected certain practical expedients, including the package of transition practical expedients and the practical expedient to forego separating lease and non-lease components in our lessee contracts. We also made an accounting policy election to exempt short-term leases of 12 months or less from balance sheet recognition requirements associated with the new standard; fixed rental payments for short-term leases will be recognized as a straight-line expense over the lease term.

As a result of the adoption of the leasing guidance, the consolidated balance sheet as of January 1, 2019 reflected $1.2 billion of additional lease liabilities, along with corresponding right-of-use assets of $1.0 billion, reflecting adjustments for items such as prepaid and deferred rent, unamortized initial direct costs, and unamortized lease incentive balances.  The adoption of the leasing guidance did not have a material impact on our consolidated statements of operations.

As of January 1, 2019, we account for leases in accordance with ASC Topic 842, “Leases.”  The present value of lease payments, which are either fixed payments, in-substance fixed payments, or variable payments tied to an index or rate are recognized on the balance sheet with corresponding lease liabilities and right-of-use assets upon the commencement of the lease.  These lease costs are expensed over the respective lease term in accordance with the classification of the lease (i.e. operating versus finance classification).  Variable lease payments not tied to an index or rate are expensed as incurred and not subject to capitalization.  

In January 2017, the FASB issued ASU 2017‑04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.”  This ASU eliminates Step 2 from the goodwill impairment test. This ASU also eliminates the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those years, with early adoption permitted. We elected to early adopt ASU 2017‑04 in the first quarter of 2019. The adoption of ASU 2017‑04 did not have any impact on our consolidated financial statements and related disclosures.

In March 2017, the FASB issued ASU 2017‑08, “Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20), Premium Amortization on Purchased Callable Debt Securities.”  This ASU requires the premium to be amortized to the earliest call date. This ASU does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. This ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. We adopted ASU 2017-08 in the first quarter of 2019 and the adoption did not have a material impact on our consolidated financial statements and related disclosures.

The FASB previously issued two ASUs related to derivatives and hedging. The ASUs issued were: (1) in August 2017, ASU 2017-12, “Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities” and (2) in October 2018, ASU 2018-16 “Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting.” ASU 2017-12 refines and expands hedge accounting for both financial and commodity risks. ASU 2018-16 adds the OIS rate based on SOFR as a U.S. benchmark interest rate to facilitate the LIBOR to SOFR transition and provide sufficient lead time for entities to prepare for changes to interest rate risk hedging strategies for both risk management and hedge accounting purposes. These ASUs are effective for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. We adopted these ASUs in the first quarter of 2019 and the adoption did not have a material impact on our consolidated financial statements and related disclosures.

In February 2018, the FASB issued ASU 2018‑02, “Income Statement—Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income.” This ASU provides an option to reclassify stranded tax effects within accumulated other comprehensive income to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax

8


CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

Cuts and Jobs Act (or portion thereof) is recorded. This ASU is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, with early adoption permitted. We adopted ASU 2018-02 in the first quarter of 2019 and the adoption did not have a material impact on our consolidated financial statements and related disclosures.

In July 2018, the FASB issued ASU 2018‑09, “Codification Improvements.” The amendments in ASU 2018‑09 represent changes to clarify, correct errors in, or make minor improvements to the Codification, eliminating inconsistencies and providing clarifications in current guidance. This ASU is effective for fiscal years beginning after December 15, 2018. We adopted ASU 2018-09 in the first quarter of 2019 and the adoption did not have a material impact on our consolidated financial statements and related disclosures.

Recent Accounting Pronouncements Pending Adoption

The FASB previously issued two ASUs related to financial instruments – credit losses. The ASUs issued were: (1) in June 2016, ASU 2016-13, “Financial Instruments – Credit Losses (Topic 326):  Measurement of Credit Losses on Financial Instruments” and (2) in November 2018, ASU 2018-19 “Codification Improvements to Topic 326, Financial Instruments—Credit Losses.” ASU 2016-13 is intended to improve financial reporting by requiring timelier recording of credit losses on loans and other financial instruments held by financial institutions and other organizations. ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of the credit losses standard, but rather, should be accounted for in accordance with the leasing standard. These ASUs are effective for fiscal years beginning after December 15, 2019, and interim periods within those years, with early adoption permitted. We are evaluating the effect that ASU 2016‑13 and ASU 2018-19 will have on our consolidated financial statements and related disclosures.

In August 2018, the FASB issued ASU 2018‑13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement.” This ASU eliminates, adds and modifies certain disclosure requirements for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2019, with early adoption permitted. As ASU 2018-13 only revises disclosure requirements, it will not have any impact on our consolidated financial statements. We are evaluating the effect, if any, that ASU 2018‑13 will have on our disclosures.

In August 2018, the FASB issued ASU 2018‑14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20): Disclosure Framework—Changes to the Disclosure Requirements for Defined Benefit Plans.” This ASU makes minor changes to the disclosure requirements for employers that sponsor defined benefit pension or other postretirement plans. This ASU is effective for fiscal years ending after December 15, 2020, with early adoption permitted. As ASU 2018-14 only revises disclosure requirements, it will not have any impact on our consolidated financial statements. We are evaluating the effect, if any, that ASU 2018‑14 will have on our disclosures.

In October 2018, the FASB issued ASU 2018‑17, “Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities.” This ASU amends the guidance for determining whether a decision-making fee is a variable interest and requires organizations to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety (as currently required in GAAP). This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those years, with early adoption permitted. We are evaluating the effect that ASU 2018‑17 will have on our consolidated financial statements and related disclosures.

In November 2018, the FASB issued ASU 2018‑18, “Collaborative Arrangements (Topic 808): Clarifying the Interaction Between Topic 808 and Topic 606.” This ASU provides guidance on how to assess whether certain transactions between collaborative arrangement participants should be accounted for within the revenue recognition standard and provides more comparability in the presentation of revenue for certain transactions between collaborative arrangement participants. This ASU is effective for fiscal years beginning after December 15, 2019, and interim periods within those years, with early adoption permitted. We are evaluating the effect that ASU 2018‑18 will have on our consolidated financial statements and related disclosures.

 

9


CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

3.

FacilitySource Acquisition

On June 12, 2018, CBRE Jason Acquisition LLC (Merger Sub), our wholly-owned subsidiary, and FacilitySource Holdings, LLC (FacilitySource), WP X Finance, LP and Warburg Pincus X Partners, LP (collectively, the Stockholders) entered into a stock purchase agreement and plan of merger (the Merger Agreement).  As part of the Merger Agreement, (i) we purchased from the Stockholders all the outstanding shares of capital stock of FS WP Holdco, Inc (Blocker Corp), which owned 1,686,013 Class A units (the Blocker Units) and (ii) immediately following the acquisition of Blocker Corp, Merger Sub merged with FacilitySource, with FacilitySource continuing as the surviving company and our wholly-owned subsidiary within our Global Workplace Solutions segment (the FacilitySource Acquisition), with the remaining Blocker Units not held by Blocker Corp. canceled and converted into the right to receive cash consideration as set forth in the Merger Agreement. The estimated net initial purchase price was approximately $266.5 million, with $263.0 million paid in cash. We financed the transaction with cash on hand and borrowings under our revolving credit facility. We completed the FacilitySource Acquisition to help us (i) build a tech-enabled supply chain capability for the occupier outsourcing industry and (ii) drive meaningfully differentiated outcomes for leading occupiers of real estate.

The preliminary purchase accounting related to the FacilitySource Acquisition has been recorded in the accompanying consolidated financial statements (with no change in the first quarter of 2019). The excess purchase price over the estimated fair value of net assets acquired has been recorded to goodwill. The goodwill arising from the FacilitySource Acquisition consists largely of the synergies and economies of scale expected from combining the operations acquired from FacilitySource with ours. We are currently assessing if any portion of the goodwill recorded in connection with the FacilitySource Acquisition will be deductible for tax purposes, but do not expect any tax deductible goodwill to be significant. Given the complexity of the transaction, the calculation of the fair value of certain assets and liabilities acquired, primarily income tax items, is still preliminary. The purchase price allocation is expected to be completed as soon as practicable, but no later than one year from the acquisition date.

 

4.

Warehouse Receivables & Warehouse Lines of Credit

Our wholly-owned subsidiary CBRE Capital Markets, Inc. (CBRE Capital Markets) is a Federal Home Loan Mortgage Corporation (Freddie Mac) approved Multifamily Program Plus Seller/Servicer and an approved Federal National Mortgage Association (Fannie Mae) Aggregation and Negotiated Transaction Seller/Servicer. In addition, CBRE Capital Markets’ wholly-owned subsidiary CBRE Multifamily Capital, Inc. (CBRE MCI) is an approved Fannie Mae Delegated Underwriting and Servicing (DUS) Seller/Servicer and CBRE Capital Markets’ wholly-owned subsidiary CBRE HMF, Inc. (CBRE HMF) is a U.S. Department of Housing and Urban Development (HUD) approved Non-Supervised Federal Housing Authority (FHA) Title II Mortgagee, an approved Multifamily Accelerated Processing (MAP) lender and an approved Government National Mortgage Association (Ginnie Mae) issuer of mortgage-backed securities (MBS). Under these arrangements, before loans are originated through proceeds from warehouse lines of credit, we obtain either a contractual loan purchase commitment from either Freddie Mac or Fannie Mae or a confirmed forward trade commitment for the issuance and purchase of a Fannie Mae or Ginnie Mae MBS that will be secured by the loans. The warehouse lines of credit are generally repaid within a one-month period when Freddie Mac or Fannie Mae buys the loans or upon settlement of the Fannie Mae or Ginnie Mae MBS, while we retain the servicing rights. Loans are funded at the prevailing market rates. We elect the fair value option for all warehouse receivables. At March 31, 2019 and December 31, 2018, all of the warehouse receivables included in the accompanying consolidated balance sheets were either under commitment to be purchased by Freddie Mac or had confirmed forward trade commitments for the issuance and purchase of Fannie Mae or Ginnie Mae mortgage-backed securities that will be secured by the underlying loans.

10


CBRE GROUP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

 

A rollforward of our warehouse receivables is as follows (dollars in thousands):

 

Beginning balance at December 31, 2018

 

$

1,342,468

 

Origination of mortgage loans

 

 

4,646,348

 

Gains (premiums on loan sales)

 

 

8,515

 

Proceeds from sale of mortgage loans:

 

 

 

 

Sale of mortgage loans

 

 

(4,445,282

)

Cash collections of premiums on loan sales

 

 

(8,515

)

   Proceeds from sale of mortgage loans

 

 

(4,453,797

)

Net increase in mortgage servicing rights included in warehouse

   receivables

 

 

4,715

 

Ending balance at March 31, 2019

 

$

1,548,249

 

 

The following table is a summary of our warehouse lines of credit in place as of March 31, 2019 and December 31, 2018 (dollars in thousands):

 

 

 

 

 

 

 

March 31, 2019

 

 

December 31, 2018

 

Lender

 

Current

Maturity

 

Pricing

 

Maximum

Facility

Size

 

 

Carrying

Value

 

 

Maximum

Facility

Size

 

 

Carrying

Value

 

JP Morgan Chase Bank, N.A. (JP Morgan)

 

10/21/2019

 

daily one-month LIBOR plus 1.30%

 

$

985,000

 

 

$

959,921

 

 

$

985,000

 

 

$

871,680

 

JP Morgan

 

10/21/2019

 

daily one-month LIBOR plus 2.75%

 

 

15,000

 

 

 

 

 

 

15,000

 

 

 

 

Capital One, N.A. (Capital One) (1)

 

7/27/2019

 

daily one-month LIBOR plus 1.35%

 

 

700,000

 

 

 

33,230

 

 

 

325,000

 

 

 

120,195

 

Fannie Mae Multifamily As Soon As

   Pooled Plus Agreement and Multifamily

   As Soon As Pooled Sale Agreement

   (ASAP) Program (2)

 

Cancelable

anytime

 

daily one-month LIBOR plus 1.35%, with a

LIBOR floor of 0.35%

 

 

450,000

 

 

 

123,237

 

 

 

450,000

 

 

 

149,089

 

TD Bank, N.A. (TD Bank)

 

6/30/2019

 

daily one-month LIBOR plus 1.20%

 

 

400,000

 

 

 

260,740

 

 

 

400,000

 

 

 

165,945

 

Bank of America, N.A. (BofA)

 

6/4/2019

 

daily one-month LIBOR plus 1.30%

 

 

225,000

 

 

 

184,079

 

 

 

225,000

 

 

 

21,852

 

BofA

 

6/4/2019

 

daily one-month LIBOR plus 1.15%

 

 

200,000

 

 

 

 

 

 

200,000

 

 

 

 

 

 

 

 

 

 

$

2,975,000

 

 

$

1,561,207