filings.toolsItem 1. Financial Statements
116K characters. Original on sec.gov · Markdown
Item 1. Financial Statements
CBRE GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollars in millions, except share data)
| March 31, 2024 | December 31, 2023 | ||||||||||
| ASSETS | |||||||||||
| Current Assets: | |||||||||||
| Cash and cash equivalents | $ | 1,044 | $ | 1,265 | |||||||
| Restricted cash | 83 | 106 | |||||||||
| Receivables, less allowance for doubtful accounts of $100.3 and $102.0 at March 31, 2024 and December 31, 2023, respectively | 6,172 | 6,370 | |||||||||
| Warehouse receivables | 848 | 675 | |||||||||
| Contract assets | 462 | 443 | |||||||||
| Prepaid expenses | 308 | 333 | |||||||||
| Income taxes receivable | 162 | 159 | |||||||||
| Other current assets | 365 | 315 | |||||||||
| Total Current Assets | 9,444 | 9,666 | |||||||||
| Property and equipment, net of accumulated depreciation and amortization of $1,634.6 and $1,576.1 at March 31, 2024 and December 31, 2023, respectively | 900 | 907 | |||||||||
| Goodwill | 5,554 | 5,129 | |||||||||
| Other intangible assets, net of accumulated amortization of $2,243.2 and $2,178.9 at March 31, 2024 and December 31, 2023, respectively | 2,298 | 2,081 | |||||||||
| Operating lease assets | 1,003 | 1,030 | |||||||||
| Investments in unconsolidated subsidiaries (with $901.7 and $997.3 at fair value at March 31, 2024 and December 31, 2023, respectively) | 1,298 | 1,374 | |||||||||
| Non-current contract assets | 88 | 75 | |||||||||
| Real estate under development | 331 | 300 | |||||||||
| Non-current income taxes receivable | 85 | 78 | |||||||||
| Deferred tax assets, net | 353 | 361 | |||||||||
| Other assets, net | 1,610 | 1,547 | |||||||||
| Total Assets | $ | 22,964 | $ | 22,548 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current Liabilities: | |||||||||||
| Accounts payable and accrued expenses | $ | 3,415 | $ | 3,562 | |||||||
| Compensation and employee benefits payable | 1,342 | 1,459 | |||||||||
| Accrued bonus and profit sharing | 829 | 1,556 | |||||||||
| Operating lease liabilities | 249 | 242 | |||||||||
| Contract liabilities | 304 | 298 | |||||||||
| Income taxes payable | 187 | 217 | |||||||||
| Warehouse lines of credit (which fund loans that U.S. Government Sponsored Enterprises have committed to purchase) | 839 | 666 | |||||||||
| Revolving credit facility | 820 | — | |||||||||
| Other short-term borrowings | 7 | 16 | |||||||||
| Current maturities of long-term debt | 19 | 9 | |||||||||
| Other current liabilities | 222 | 218 | |||||||||
| Total Current Liabilities | 8,233 | 8,243 | |||||||||
| Long-term debt, net of current maturities | 3,282 | 2,804 | |||||||||
| Non-current operating lease liabilities | 1,055 | 1,089 | |||||||||
| Non-current income taxes payable | 30 | 30 | |||||||||
| Non-current tax liabilities | 141 | 157 | |||||||||
| Deferred tax liabilities, net | 253 | 255 | |||||||||
| Other liabilities | 871 | 903 | |||||||||
| Total Liabilities | 13,865 | 13,481 | |||||||||
| Commitments and contingencies | — | — | |||||||||
| Equity: | |||||||||||
| CBRE Group, Inc. Stockholders’ Equity: | |||||||||||
| Class A common stock; $0.01 par value; 525,000,000 shares authorized; 306,949,267 and 304,889,140 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively | 3 | 3 | |||||||||
| Additional paid-in capital | — | — | |||||||||
| Accumulated earnings | 9,263 | 9,188 | |||||||||
| Accumulated other comprehensive loss | (1,005) | (924) | |||||||||
| Total CBRE Group, Inc. Stockholders’ Equity | 8,261 | 8,267 | |||||||||
| Non-controlling interests | 838 | 800 | |||||||||
| Total Equity | 9,099 | 9,067 | |||||||||
| Total Liabilities and Equity | $ | 22,964 | $ | 22,548 |
The accompanying notes are an integral part of these consolidated financial statements.
CBRE GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(Dollars in millions, except share and per share data)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Revenue | $ | 7,935 | $ | 7,411 | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of revenue | 6,475 | 6,006 | |||||||||||||||||||||
| Operating, administrative and other | 1,111 | 1,209 | |||||||||||||||||||||
| Depreciation and amortization | 158 | 162 | |||||||||||||||||||||
| Total costs and expenses | 7,744 | 7,377 | |||||||||||||||||||||
| Gain on disposition of real estate | 13 | 3 | |||||||||||||||||||||
| Operating income | 204 | 37 | |||||||||||||||||||||
| Equity (loss) income from unconsolidated subsidiaries | (58) | 142 | |||||||||||||||||||||
| Other income | 9 | 2 | |||||||||||||||||||||
| Interest expense, net of interest income | 36 | 28 | |||||||||||||||||||||
| Income before (benefit from) provision for income taxes | 119 | 153 | |||||||||||||||||||||
| (Benefit from) provision for income taxes | (29) | 28 | |||||||||||||||||||||
| Net income | 148 | 125 | |||||||||||||||||||||
| Less: Net income attributable to non-controlling interests | 22 | 8 | |||||||||||||||||||||
| Net income attributable to CBRE Group, Inc. | $ | 126 | $ | 117 | |||||||||||||||||||
| Basic income per share: | |||||||||||||||||||||||
| Net income per share attributable to CBRE Group, Inc. | $ | 0.41 | $ | 0.38 | |||||||||||||||||||
| Weighted average shares outstanding for basic income per share | 305,808,212 | 310,464,609 | |||||||||||||||||||||
| Diluted income per share: | |||||||||||||||||||||||
| Net income per share attributable to CBRE Group, Inc. | $ | 0.41 | $ | 0.37 | |||||||||||||||||||
| Weighted average shares outstanding for diluted income per share | 308,502,456 | 315,358,147 |
The accompanying notes are an integral part of these consolidated financial statements.
CBRE GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(Dollars in millions)
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Net income | $ | 148 | $ | 125 | |||||||||||||||||||
| Other comprehensive (loss) income: | |||||||||||||||||||||||
| Foreign currency translation (loss) gain | (88) | 38 | |||||||||||||||||||||
| Other, net of tax | — | 5 | |||||||||||||||||||||
| Total other comprehensive (loss) income | (88) | 43 | |||||||||||||||||||||
| Comprehensive income | 60 | 168 | |||||||||||||||||||||
| Less: Comprehensive income attributable to non-controlling interests | 15 | 22 | |||||||||||||||||||||
| Comprehensive income attributable to CBRE Group, Inc. | $ | 45 | $ | 146 |
The accompanying notes are an integral part of these consolidated financial statements.
CBRE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Dollars in millions)
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||||||
| Net income | $ | 148 | $ | 125 | |||||||
| Adjustments to reconcile net income to net cash used in operating activities: | |||||||||||
| Depreciation and amortization | 158 | 162 | |||||||||
| Amortization of financing costs | 2 | 1 | |||||||||
| Gains related to mortgage servicing rights, premiums on loan sales and sales of other assets | (29) | (23) | |||||||||
| Gain on disposition of real estate assets | (13) | — | |||||||||
| Net realized and unrealized (gains) losses, primarily from investments | (5) | — | |||||||||
| Provision for doubtful accounts | 3 | 4 | |||||||||
| Net compensation expense for equity awards | 30 | 18 | |||||||||
| Equity loss (income) from unconsolidated subsidiaries | 58 | (142) | |||||||||
| Distribution of earnings from unconsolidated subsidiaries | 22 | 178 | |||||||||
| Proceeds from sale of mortgage loans | 2,054 | 2,167 | |||||||||
| Origination of mortgage loans | (2,216) | (2,495) | |||||||||
| Increase in warehouse lines of credit | 173 | 335 | |||||||||
| Tenant concessions received | 7 | 1 | |||||||||
| Purchase of equity securities | (11) | (2) | |||||||||
| Proceeds from sale of equity securities | 10 | 2 | |||||||||
| Increase in real estate under development | (5) | (6) | |||||||||
| Decrease (increase) in receivables, prepaid expenses and other assets (including contract and lease assets) | 244 | (73) | |||||||||
| Decrease in accounts payable and accrued expenses and other liabilities (including contract and lease liabilities) | (211) | (74) | |||||||||
| Decrease in compensation and employee benefits payable and accrued bonus and profit sharing | (824) | (844) | |||||||||
| Increase in net income taxes receivable/payable | (43) | (57) | |||||||||
| Other operating activities, net | (44) | (22) | |||||||||
| Net cash used in operating activities | (492) | (745) | |||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||||||
| Capital expenditures | (68) | (60) | |||||||||
| Acquisition of businesses, including net assets acquired and goodwill, net of cash acquired | (783) | (45) | |||||||||
| Contributions to unconsolidated subsidiaries | (28) | (29) | |||||||||
| Distributions from unconsolidated subsidiaries | 22 | 15 | |||||||||
| Acquisition and development of real estate assets | (59) | — | |||||||||
| Other investing activities, net | 16 | 4 | |||||||||
| Net cash used in investing activities | (900) | (115) |
The accompanying notes are an integral part of these consolidated financial statements.
CBRE GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
(Dollars in millions)
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||||||
| Proceeds from revolving credit facility | 1,070 | 1,660 | |||||||||
| Repayment of revolving credit facility | (250) | (629) | |||||||||
| Proceeds from notes payable on real estate | 2 | — | |||||||||
| Proceeds from issuance of 5.500% senior notes | 495 | — | |||||||||
| Repurchase of common stock | — | (130) | |||||||||
| Acquisition of businesses (cash paid for acquisitions more than three months after purchase date) | (8) | (60) | |||||||||
| Units repurchased for payment of taxes on equity awards | (97) | (46) | |||||||||
| Non-controlling interest contributions | 1 | — | |||||||||
| Other financing activities, net | (21) | (34) | |||||||||
| Net cash provided by financing activities | 1,192 | 761 | |||||||||
| Effect of currency exchange rate changes on cash and cash equivalents and restricted cash | (44) | 14 | |||||||||
| NET DECREASE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | (244) | (85) | |||||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, AT BEGINNING OF PERIOD | 1,371 | 1,405 | |||||||||
| CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, AT END OF PERIOD | $ | 1,127 | $ | 1,320 | |||||||
| SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||||||||||
| Cash paid during the period for: | |||||||||||
| Interest | $ | 100 | $ | 39 | |||||||
| Income tax payments, net | $ | 90 | $ | 82 | |||||||
| Non-cash investing and financing activities: | |||||||||||
| Deferred and/or contingent consideration | $ | 11 | $ | — | |||||||
The accompanying notes are an integral part of these consolidated financial statements.
CBRE GROUP, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(Dollars in millions)
| CBRE Group, Inc. Stockholders’ | |||||||||||||||||||||||||||||||||||
| Class A common stock | Additional paid-in capital | Accumulated earnings | Accumulated other comprehensive loss | Non- controlling interests | Total | ||||||||||||||||||||||||||||||
| Balance at December 31, 2023 | $ | 3 | $ | — | $ | 9,188 | $ | (924) | $ | 800 | $ | 9,067 | |||||||||||||||||||||||
| Net income | — | — | 126 | — | 22 | 148 | |||||||||||||||||||||||||||||
| Compensation expense for equity awards | — | 30 | — | — | — | 30 | |||||||||||||||||||||||||||||
| Units repurchased for payment of taxes on equity awards | — | (46) | (51) | — | — | (97) | |||||||||||||||||||||||||||||
| Foreign currency translation loss | — | — | — | (81) | (7) | (88) | |||||||||||||||||||||||||||||
| Contributions from non-controlling interests | — | — | — | — | 1 | 1 | |||||||||||||||||||||||||||||
| Acquisition of non-controlling interests | — | — | — | — | 22 | 22 | |||||||||||||||||||||||||||||
| Other | — | 16 | — | — | — | 16 | |||||||||||||||||||||||||||||
| Balance at March 31, 2024 | $ | 3 | $ | — | $ | 9,263 | $ | (1,005) | $ | 838 | $ | 9,099 |
| CBRE Group, Inc. Stockholders’ | |||||||||||||||||||||||||||||||||||
| Class A common stock | Additional paid-in capital | Accumulated earnings | Accumulated other comprehensive loss | Non- controlling interests | Total | ||||||||||||||||||||||||||||||
| Balance at December 31, 2022 | $ | 3 | $ | — | $ | 8,833 | $ | (983) | $ | 753 | $ | 8,606 | |||||||||||||||||||||||
| Net income | — | — | 117 | — | 8 | 125 | |||||||||||||||||||||||||||||
| Compensation expense for equity awards | — | 18 | — | — | — | 18 | |||||||||||||||||||||||||||||
| Units repurchased for payment of taxes on equity awards | — | (12) | (34) | — | — | (46) | |||||||||||||||||||||||||||||
| Repurchase of common stock | — | — | (114) | — | — | (114) | |||||||||||||||||||||||||||||
| Foreign currency translation gain | — | — | — | 24 | 14 | 38 | |||||||||||||||||||||||||||||
| Other | — | (6) | 8 | 6 | 7 | 15 | |||||||||||||||||||||||||||||
| Balance at March 31, 2023 | $ | 3 | $ | — | $ | 8,810 | $ | (953) | $ | 782 | $ | 8,642 |
The accompanying notes are an integral part of these consolidated financial statements.
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 “CBRE,” “the company,” “we,” “us” and “our”), for the year ended December 31, 2023, which are included in our 2023 Annual Report on Form 10-K (2023 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 2023 Annual Report for further discussion of our significant accounting policies and estimates.
Financial Statement Preparation
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 General Accepted Accounting Principles (GAAP), for annual financial statements. Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S., which require management to make estimates and assumptions about future events. These estimates and the underlying assumptions affect the amounts reported in our consolidated financial statements and accompanying notes and 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. Actual results may differ from these estimates and assumptions.
2. New Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In June 2022, the Financial Standards Board (FASB) issued Accounting Standards Update (ASU) 2022-03, “Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions.” The amendments in the ASU clarify that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The ASU introduces new disclosure requirements to provide investors with information about the restriction including the nature and remaining duration of the restriction. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. We adopted ASU 2022-03 in the first quarter of 2024. The adoption did not have a material impact on the valuation of our equity securities. To the extent we have material equity securities subject to contractual sale restrictions, we have included the required disclosures within the notes to our consolidated financial statements.
In March 2023, the FASB issued ASU 2023-01, “Leases (Topic 842): Common Control Arrangements.” This update requires that leasehold improvements associated with common control leases be amortized over the useful life of the leasehold improvements to the common control group (regardless of the lease term) and accounted for as a transfer between entities under common control through an adjustment to equity if, and when, the lessee no longer controls the use of the underlying asset. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. We adopted ASU 2023-01 in the first quarter of 2024 and the adoption did not have a material impact on our consolidated financial statements and related disclosures.
In March 2023, the FASB issued ASU 2023-02, “Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization method.” This update permits an accounting election to account for tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method if certain conditions are met. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. We adopted ASU 2023-02 in the first quarter of 2024 and the adoption did not have a material impact on our consolidated financial statements and related disclosures.
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Recent Accounting Pronouncements Pending Adoption
In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” This update enhances reportable segment disclosures by requiring a public entity to: 1) disclose, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, 2) disclose, on an annual and interim basis, an amount of other segment items by reportable segment and a description of its composition, 3) provide all annual disclosures about a reportable segment’s profit or loss and assets currently required by Topic 280 in interim periods, 4) disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources, and 5) provide all the disclosures required by this update and all existing segment disclosures in Topic 280 if the entity has a single reportable segment. This ASU also clarifies that, in addition to the measure that is most consistent with the measurement principles under GAAP, a public entity is not precluded from reporting additional measures of a segment’s profit or loss that are used by the CODM in assessing segment performance and deciding how to allocate resources. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. We are evaluating the impact this guidance will have on our consolidated financial statements and related disclosures.
In December 2023, the FASB issued ASU 2023-09, “Improvements to Income Tax Disclosures.” This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid and will be effective for annual periods beginning after December 15, 2024. The new requirements should be applied on a prospective basis with an option to apply them retrospectively. Early adoption is permitted. We are evaluating the impact that ASU 2023-09 will have on our consolidated financial statements and related disclosures.
3. J&J Worldwide Services Acquisition
On February 27, 2024, we acquired a 100% ownership interest in J&J Worldwide Services (J&J), a leading provider of engineering services, base support operations and facilities maintenance for the U.S. federal government. J&J primarily serves the U.S. Department of Defense through long-term, fixed-price contracts and is reported as part of our Global Workplace Solutions (GWS) segment. The acquisition is consistent with key elements of our M&A strategy that focus on enhancing our technical services capabilities, increasing revenue resilience and secular growth, and expanding our government client base within our GWS segment.
The J&J acquisition was treated as a business combination under ASC 805 and was accounted for using the acquisition method of accounting. We financed the acquisition with a new issuance in February 2024 of $500.0 million in aggregate principal amount of 5.500% senior notes due April 1, 2029; (ii) borrowings under our existing revolving credit facility under our 2023 Credit Agreement; and (iii) cash on hand. See Note 8 for more information on the above mentioned debt instruments.
The following summarizes the consideration transferred at closing for the J&J acquisition (dollars in millions):
| Cash consideration | $ | 809 | |||
| Deferred and contingent consideration | 11 | ||||
| Total consideration | $ | 820 |
The purchase price included $7.4 million of contingent consideration, representing the acquisition date fair value recognized for up to $250.0 million gross of potential future earnout payments based on the achievement of certain performance thresholds during calendar years 2025 and 2026.
The following represents the summary of the excess purchase price over the fair value of net assets acquired (dollars in millions):
| Purchase price | $ | 820 | |||
| Less: Estimated fair value of net assets acquired (see table below) | 354 | ||||
| Excess purchase price over estimated fair value of net assets acquired | $ | 466 |
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The preliminary purchase accounting adjustments related to the J&J acquisition have been recorded in the accompanying consolidated financial statements. The excess purchase price over the fair value of net assets acquired and non-controlling interest has been recorded to goodwill. The goodwill arising from the J&J acquisition consists largely of the synergies and opportunities to deliver premier engineering services, base support operations and facilities maintenance services. Of the goodwill generated, approximately $115.0 million is deductible for tax purposes.
The acquired assets and assumed liabilities of J&J were recorded at their estimated fair values. The purchase price allocation for the business combination is preliminary, primarily for intangibles, and subject to change within the respective measurement period which will not extend beyond one year from the acquisition date. Measurement period adjustments will be recognized in the reporting period in which the adjustment amounts are determined. Any such adjustments may be material.
The following table summarizes the preliminary fair values assigned to the identified assets acquired and liabilities assumed at the acquisition date on February 27, 2024 (dollars in millions):
| Assets Acquired: | ||||||||
| Cash and cash equivalents | $ | 26 | ||||||
| Receivables, net | 92 | |||||||
| Contract Assets | 22 | |||||||
| Prepaid expenses | 2 | |||||||
| Other current assets | 2 | |||||||
| Property and equipment, net | 11 | |||||||
| Other intangible assets, net | 297 | |||||||
| Operating lease assets | 6 | |||||||
| Investments in unconsolidated subsidiaries | 25 | |||||||
| Other assets, net | 11 | |||||||
| Total assets acquired | 494 | |||||||
| Liabilities Assumed: | ||||||||
| Accounts payable and accrued expenses | 60 | |||||||
| Compensation and employee benefits | 7 | |||||||
| Contract liabilities | 1 | |||||||
| Income taxes payable | 1 | |||||||
| Other current liabilities | 2 | |||||||
| Non-current operating lease liabilities | 3 | |||||||
| Deferred tax liabilities, net | 57 | |||||||
| Other liabilities | 3 | |||||||
| Total liabilities assumed | 134 | |||||||
| Non-controlling Interest Acquired | 6 | |||||||
| Estimated Fair Value of Net Assets Acquired | $ | 354 |
In connection with the J&J acquisition, below is a summary of the preliminary value allocated to the intangible assets acquired (dollars in millions):
| March 31, 2024 | ||||||||||||||||||||||||||
| Asset Class | Amortization Period | Amount Assigned at Acquisition Date | Accumulated Amortization | Net Carrying Value | ||||||||||||||||||||||
| Customer relationships | 9-12 years | $ | 174 | $ | 1 | $ | 173 | |||||||||||||||||||
| Backlog | 4-6 years | 111 | 2 | 109 | ||||||||||||||||||||||
| Trademark | 3 years | 10 | — | 10 | ||||||||||||||||||||||
| Technology | 5 years | 2 | — | 2 |
The accompanying consolidated statement of operations for the three months ended March 31, 2024 includes revenue, operating loss and net income of $41.4 million, $0.3 million and $0.5 million, respectively, attributable to the J&J acquisition. This does not include the total direct transaction and integration costs of $17.5 million incurred during the first quarter of 2024 in connection with the J&J acquisition, which are included in the unaudited pro forma results.
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The fair value of customer relationships and backlog was determined using the Multi-Period Excess Earnings Method (MPEEM), a form of the Income Approach. The MPEEM is a specific application of the Discounted Cash Flow Method. The principle behind the MPEEM is that the value of an intangible asset is equal to the present value of the incremental cash flows attributable only to the subject intangible asset. This estimation used certain unobservable key inputs such as timing of projected cash flows, growth rates, expected contract renewal probabilities, discount rates, and the assessment of useful life.
The fair value of the trademark and the existing technology was determined by using the Relief-from-Royalty Method, a form of the Income Approach, and relied on key unobservable inputs such as timing of the projected cash flows, growth rates, and royalty rates. The basic tenet of the Relief-from-Royalty Method is that without ownership of the subject intangible asset, the user of that intangible asset would have to make a stream of payments to the owner of the asset in return for the rights to use that asset. By acquiring the intangible asset, the user avoids these payments.
Unaudited pro forma results, assuming the J&J acquisition had occurred as of January 1, 2023 for purposes of the pro forma disclosures for the three months ended March 31, 2024 and 2023 are presented below. They include certain adjustments for increased amortization expense related to the intangible assets acquired (approximately $3.2 million and $4.7 million for the three months ended March 31, 2024 and 2023, respectively) as well as increased interest expense related to the long-term financing (approximately $4.2 million and $7.0 million for the three months ended March 31, 2024 and 2023, respectively). Direct transaction and integration costs of $17.5 million incurred during the first quarter of 2024 and $2.1 million incurred during the fourth quarter of 2023 as well as the tax impact of all pro forma adjustments are also included in the unaudited pro forma results.
These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what operating results would have been had the J&J acquisition occurred on January 1, 2023 and may not be indicative of future operating results (dollars in millions, except share and per share data):
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Revenue | $ | 8,007 | $ | 7,525 | |||||||
| Operating income | 214 | 14 | |||||||||
| Net income attributable to CBRE Group, Inc. | 131 | 93 | |||||||||
| Basic income per share: | |||||||||||
| Net income per share attributable to CBRE Group, Inc. | $ | 0.43 | $ | 0.30 | |||||||
| Weighted average shares outstanding for basic income per share | 305,808,212 | 310,464,609 | |||||||||
| Diluted income per share: | |||||||||||
| Net income per share attributable to CBRE Group, Inc. | $ | 0.42 | $ | 0.29 | |||||||
| Weighted average shares outstanding for diluted income per share | 308,502,456 | 315,358,147 |
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, 2024 and December 31, 2023, 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 MBS that will be secured by the underlying loans.
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
A rollforward of our warehouse receivables is as follows (dollars in millions):
| Beginning balance at December 31, 2023 | $ | 675 | |||
| Origination of mortgage loans | 2,216 | ||||
| Gains (premiums on loan sales) | 8 | ||||
| Proceeds from sale of mortgage loans: | |||||
| Sale of mortgage loans | (2,046) | ||||
| Cash collections of premiums on loan sales | (8) | ||||
| Proceeds from sale of mortgage loans | (2,054) | ||||
| Net increase in mortgage servicing rights included in warehouse receivables | 3 | ||||
| Ending balance at March 31, 2024 | $ | 848 |
The following table is a summary of our warehouse lines of credit in place as of March 31, 2024 and December 31, 2023 (dollars in millions):
| March 31, 2024 | December 31, 2023 | |||||||||||||||||||||||||||||||||||||
| Lender | Current Maturity | Pricing | Maximum Facility Size | Carrying Value | Maximum Facility Size | Carrying Value | ||||||||||||||||||||||||||||||||
| JP Morgan Chase Bank, N.A. (JP Morgan) | 12/13/2024 | daily floating Secured Overnight Financing Rate (SOFR) plus 1.50%, with a SOFR adjustment of 0.05% | $ | 1,335 | $ | 711 | $ | 1,335 | $ | 613 | ||||||||||||||||||||||||||||
| JP Morgan (Business Lending Activity) | 12/13/2024 | daily floating SOFR plus 2.75%, with a SOFR adjustment of 0.05% | 15 | 1 | 15 | — | ||||||||||||||||||||||||||||||||
| Fannie Mae Multifamily As Soon As Pooled Plus Agreement and Multifamily As Soon As Pooled Sale Agreement (ASAP) Program | Cancelable anytime | daily floating SOFR plus 1.45%, with a SOFR floor of 0.25% | 650 | 20 | 650 | 7 | ||||||||||||||||||||||||||||||||
| TD Bank, N.A. (TD Bank) (1) | 7/15/2024 | daily floating SOFR plus 1.30%, with a SOFR adjustment of 0.10% | 600 | 21 | 600 | 28 | ||||||||||||||||||||||||||||||||
| Bank of America, N.A. (BofA) | 5/22/2024 | daily floating SOFR plus 1.25%, with a SOFR adjustment of 0.10% | 350 | 86 | 350 | 18 | ||||||||||||||||||||||||||||||||
| BofA | 5/22/2024 | daily floating SOFR plus 1.25%, with a SOFR adjustment of 0.10% | 250 | — | 250 | — | ||||||||||||||||||||||||||||||||
| $ | 3,200 | $ | 839 | $ | 3,200 | $ | 666 |
(1)Effective July 15, 2023, this facility was renewed and amended to a maximum aggregate principal amount of $300.0 million, with an uncommitted $300.0 million temporary line of credit and a maturity date of July 15, 2024. As of March 31, 2024, the uncommitted $300.0 million temporary line of credit was not utilized.
During the three months ended March 31, 2024, we had a maximum of $1.2 billion of warehouse lines of credit principal outstanding.
5. Variable Interest Entities (VIEs)
We hold variable interests in certain VIEs primarily in our Real Estate Investments segment which are not consolidated as it was determined that we are not the primary beneficiary. Our involvement with these entities is in the form of equity co-investments and fee arrangements. As of March 31, 2024 and December 31, 2023, our maximum exposure to loss related to the VIEs that are not consolidated was as follows (dollars in millions):
| March 31, 2024 | December 31, 2023 | ||||||||||
| Investments in unconsolidated subsidiaries | $ | 184 | $ | 165 | |||||||
| Co-investment commitments | 54 | 58 | |||||||||
| Maximum exposure to loss | $ | 238 | $ | 223 |
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
6. Fair Value Measurements
Topic 820 of the FASB ASC defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Topic 820 also establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. This hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:
-
Level 1 – Quoted prices in active markets for identical assets or liabilities.
-
Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
-
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.
There have been no significant changes to the valuation techniques and inputs used to develop the recurring fair value measurements from those disclosed in our 2023 Annual Report, except as described below.
The following tables present the fair value of assets and liabilities measured at fair value on a recurring basis as of March 31, 2024 and December 31, 2023 (dollars in millions):
| As of March 31, 2024 | |||||||||||||||||||||||
| Fair Value Measured and Recorded Using | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Available for sale debt securities: | |||||||||||||||||||||||
| U.S. treasury securities | $ | 12 | $ | — | $ | — | $ | 12 | |||||||||||||||
| Debt securities issued by U.S. federal agencies | — | 11 | — | 11 | |||||||||||||||||||
| Corporate debt securities | — | 45 | — | 45 | |||||||||||||||||||
| Asset-backed securities | — | 1 | — | 1 | |||||||||||||||||||
| Total available for sale debt securities | 12 | 57 | — | 69 | |||||||||||||||||||
| Equity securities | 83 | — | — | 83 | |||||||||||||||||||
| Investments in unconsolidated subsidiaries | 117 | — | 458 | 575 | |||||||||||||||||||
| Warehouse receivables | — | 848 | — | 848 | |||||||||||||||||||
| Other assets | — | 4 | 18 | 22 | |||||||||||||||||||
| Total assets at fair value | $ | 212 | $ | 909 | $ | 476 | $ | 1,597 | |||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Contingent consideration | — | — | 43 | 43 | |||||||||||||||||||
| Other liabilities | — | 1 | — | 1 | |||||||||||||||||||
| Total liabilities at fair value | $ | — | $ | 1 | $ | 43 | $ | 44 |
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
| As of December 31, 2023 | |||||||||||||||||||||||
| Fair Value Measured and Recorded Using | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Available for sale debt securities: | |||||||||||||||||||||||
| U.S. treasury securities | $ | 12 | $ | — | $ | — | $ | 12 | |||||||||||||||
| Debt securities issued by U.S. federal agencies | — | 11 | — | 11 | |||||||||||||||||||
| Corporate debt securities | — | 44 | — | 44 | |||||||||||||||||||
| Asset-backed securities | — | 1 | — | 1 | |||||||||||||||||||
| Total available for sale debt securities | 12 | 56 | — | 68 | |||||||||||||||||||
| Equity securities | 41 | — | — | 41 | |||||||||||||||||||
| Investments in unconsolidated subsidiaries | 168 | — | 477 | 645 | |||||||||||||||||||
| Warehouse receivables | — | 675 | — | 675 | |||||||||||||||||||
| Other assets | — | — | 16 | 16 | |||||||||||||||||||
| Total assets at fair value | $ | 221 | $ | 731 | $ | 493 | $ | 1,445 | |||||||||||||||
| Liabilities | |||||||||||||||||||||||
| Contingent consideration | — | — | 36 | 36 | |||||||||||||||||||
| Other liabilities | — | 5 | — | 5 | |||||||||||||||||||
| Total liabilities at fair value | $ | — | $ | 5 | $ | 36 | $ | 41 |
Fair value measurements for our available for sale debt securities are obtained from independent pricing services which utilize observable market data that may include quoted market prices, dealer quotes, market spreads, cash flows, the U.S. treasury yield curve, trading levels, market consensus prepayment speeds, credit information and the instrument’s terms and conditions.
The equity securities are generally valued at the last reported sales price on the day of valuation or, if no sales occurred on the valuation date, at the mean of the bid and ask prices on such date. The above tables do not include our $142.8 million as of both March 31, 2024 and December 31, 2023, for capital investments in certain non-public entities as they are non-marketable equity investments accounted for under the measurement alternative, defined as cost minus impairment. These investments are included in “Other assets, net” in the accompanying consolidated balance sheets.
The fair values of the warehouse receivables are primarily calculated based on already locked in purchase prices. At March 31, 2024 and December 31, 2023, 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 (see Note 4). These assets are classified as Level 2 in the fair value hierarchy as a substantial majority of inputs are readily observable.
As of March 31, 2024 and December 31, 2023, investments in unconsolidated subsidiaries at fair value using NAV were $326.8 million and $352.3 million, respectively. These investments fall under practical expedient rules that do not require them to be included in the fair value hierarchy and as a result have been excluded from the tables above.
The tables below present a reconciliation for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (dollars in millions):
| Investment in Unconsolidated Subsidiaries | Other Assets | Contingent Consideration | |||||||||||||||
| Balance as of December 31, 2023 | $ | 477 | $ | 16 | $ | 36 | |||||||||||
| Transfer in (out) | — | — | — | ||||||||||||||
| Net change in fair value | (19) | — | — | ||||||||||||||
| Purchases / Additions | — | 2 | 7 | ||||||||||||||
| Balance as of March 31, 2024 | $ | 458 | $ | 18 | $ | 43 | |||||||||||
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Net change in fair value, included in the table above, is reported in Net income as follows:
| Category of Assets/Liabilities using Unobservable Inputs | Consolidated Financial Statements | |||||||
| Investments in unconsolidated subsidiaries | Equity (loss) income from unconsolidated subsidiaries | |||||||
| Other assets (liabilities) | Other income | |||||||
| Contingent consideration (short term) | Accounts payable and accrued expenses | |||||||
| Contingent consideration (long term) | Other liabilities |
The table below presents information about the significant unobservable inputs used for recurring fair value measurements for certain Level 3 instruments as of March 31, 2024:
| Valuation Technique | Unobservable Input | Range | Weighted Average | ||||||||||||||||||||
| Investment in unconsolidated subsidiaries | Discounted cash flow | Discount rate | 25 | % | — | ||||||||||||||||||
| Monte Carlo | Volatility | 35% - 65% | 38 | % | |||||||||||||||||||
| Discount rate | 25 | % | — | ||||||||||||||||||||
| Other assets | Discounted cash flow | Discount rate | 25 | % | — | ||||||||||||||||||
| Contingent consideration | Monte Carlo | Volatility | 21 | % | — | ||||||||||||||||||
| Discount rate | 5 | % | — | ||||||||||||||||||||
There were no asset impairment charges or other significant non-recurring fair value measurements recorded during the three months ended March 31, 2024 and 2023.
FASB ASC Topic 825, “Financial Instruments” requires disclosure of fair value information about financial instruments, whether or not recognized in the accompanying consolidated balance sheets. Our financial instruments are as follows:
-
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 Receivables – These balances are carried at fair value. The primary source of value is either a contractual purchase commitment from Freddie Mac or a confirmed forward trade commitment for the issuance and purchase of a Fannie Mae or Ginnie Mae MBS (see Note 4).
-
Investments in Unconsolidated Subsidiaries – A portion of these investments are carried at fair value as discussed above. It includes our equity investment and related interests in both public and non-public entities. Our ownership of common shares in Altus Power, Inc. (Altus) is considered level 1 and is measured at fair value using a quoted price in an active market. Our ownership of alignment shares of Altus and our investment in Industrious and certain other non-controlling equity investments are considered level 3 which are measured at fair value using Monte Carlo and discounted cash flows. The valuation of Altus’ common shares and alignment shares are dependent on its stock price which could be volatile and subject to wide fluctuations in response to various market conditions. Transfer out activities from level 3 represents annual conversion of a portion of our alignment shares in Altus to its common shares. See Note 7.
-
Available for Sale Debt Securities – Primarily held by our wholly-owned captive insurance company, these investments are carried at their fair value.
-
Equity Securities – Primarily held by our wholly-owned captive insurance company, these investments are carried at their fair value.
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
-
Other Assets and Liabilities – Includes (i) the fair value of the unfunded commitment related to a revolving facility designated as Level 3. Valuations are based on discounted cash flow techniques, for which the significant inputs are the amount and timing of expected future cash flows, market comparables and recovery assumptions; (ii) the fair value of cross currency swaps reflects the net present value of expected payments and receipts under the swap agreement based on the market’s expectation of future spot foreign currency exchange rates. Additional inputs to the net present value calculation may include the contract terms, counterparty credit risk and discount rates. These are designated as Level 2.
-
Contingent Consideration – The fair values of contingent consideration related to business acquisitions are generally estimated using Monte Carlo simulations or discounted cash flow models.
-
Short-Term Borrowings – The majority of this balance represents outstanding amounts under our warehouse lines of credit of our wholly-owned subsidiary, CBRE Capital Markets, and our revolving credit facilities. Due to the short-term nature and/or variable interest rates of these instruments, fair value approximates carrying value (see Notes 4 and 8).
-
Senior Term Loans and Senior Notes – The table below presents the estimated fair value and actual carrying value our long-term debt as of March 31, 2024 and December 31, 2023 (dollars in millions). The estimated fair value is determined based on dealers’ quotes (which falls within Level 2 of the fair value hierarchy). The actual carrying value is presented net of unamortized debt issuance costs and discount (see Note 8).
| Estimated Fair Value | Carrying Value | ||||||||||||||||||||||
| Financial instrument | March 31, 2024 | December 31, 2023 | March 31, 2024 | December 31, 2023 | |||||||||||||||||||
| Senior term loans | $ | 715 | $ | 746 | $ | 743 | $ | 752 | |||||||||||||||
| 5.950% senior notes | 1,025 | 1,049 | 974 | 974 | |||||||||||||||||||
| 4.875% senior notes | 594 | 600 | 598 | 597 | |||||||||||||||||||
| 5.500% senior notes | 503 | — | 495 | — | |||||||||||||||||||
| 2.500% senior notes | 414 | 424 | 491 | 490 |
- Notes Payable on Real Estate – As of March 31, 2024 and December 31, 2023, the carrying value of our notes payable on real estate, net of unamortized debt issuance costs, was $37.2 million and $36.3 million, respectively. These notes payable are not recourse to CBRE Group, Inc., except for being recourse to the single-purpose entities that held the real estate assets and were the primary obligors on the notes payable. These borrowings have either fixed interest rates or floating interest rates at spreads added to a market index. Although it is possible that certain portions of our notes payable on real estate may have fair values that differ from their carrying values, based on the terms of such loans as compared to current market conditions, or other factors specific to the borrower entity, we do not believe that the fair value of our notes payable is significantly different than their carrying value.
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
7. Investments in Unconsolidated Subsidiaries
Investments in unconsolidated subsidiaries are accounted for under the equity method of accounting. Our investment ownership percentages in equity method investments vary, generally ranging from 1.0% to 50.0%. The following table represents the composition of investment in unconsolidated subsidiaries under the equity method of accounting and fair value option (dollars in millions):
| Investment type | March 31, 2024 | December 31, 2023 | |||||||||||||||
| Real Estate Investments (in projects and funds) | $ | 631 | $ | 661 | |||||||||||||
| Investment in Altus: | |||||||||||||||||
| Class A common stock (1) | 117 | 168 | |||||||||||||||
| Alignment shares (2) | 28 | 56 | |||||||||||||||
| Subtotal | 145 | 224 | |||||||||||||||
| Other (3) | 522 | 489 | |||||||||||||||
| Total investment in unconsolidated subsidiaries | $ | 1,298 | $ | 1,374 |
(1)CBRE held 24,557,823 and 24,556,012 shares of Altus Class A common stock as of March 31, 2024 and December 31, 2023, respectively, representing approximate ownership of 15.57%.
(2)The alignment shares, also known as Class B common shares, will automatically convert into Altus Class A common stock based on the achievement of certain total return thresholds on Altus Class A common stock as of the relevant measurement date over the seven fiscal years following the merger. As of March 31, 2024 (the third measurement date), 201,250 of alignment shares automatically converted into 2,011 shares of Class A common stock, of which CBRE was entitled to 1,811 shares.
(3)Consists of our investments in Industrious and other non-public entities.
Combined condensed financial information for the entities accounted for using the equity method is as follows (dollars in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Revenue | $ | 1,013 | $ | 4,098 | |||||||||||||||||||
| Operating income | 315 | 3,628 | |||||||||||||||||||||
| Net (loss) income (1) | (1,037) | 1,686 |
(1)Included in Net (loss) income are realized and unrealized earnings and losses in investments in unconsolidated investment funds and realized earnings and losses from sales of real estate projects in investments in unconsolidated subsidiaries. These realized and unrealized earnings and losses are not included in Revenue and Operating income.
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
8. Long-Term Debt and Short-Term Borrowings
Long-Term Debt
Long-term debt consists of the following (dollars in millions):
| March 31, 2024 | December 31, 2023 | ||||||||||
| Senior term loans due in 2028 | $ | 746 | $ | 755 | |||||||
| 5.950% senior notes due in 2034, net of unamortized discount | 976 | 976 | |||||||||
| 4.875% senior notes due in 2026, net of unamortized discount | 599 | 599 | |||||||||
| 5.500% senior notes due in 2029, net of unamortized discount | 496 | — | |||||||||
| 2.500% senior notes due in 2031, net of unamortized discount | 494 | 494 | |||||||||
| Total long-term debt | 3,311 | 2,824 | |||||||||
| Less: current maturities of long-term debt | 19 | 9 | |||||||||
| Less: unamortized debt issuance costs | 10 | 11 | |||||||||
| Total long-term debt, net of current maturities | $ | 3,282 | $ | 2,804 |
We maintain credit facilities with third-party lenders, which we use for a variety of purposes. On July 10, 2023, CBRE Group, Inc., CBRE Services, Inc. (CBRE Services) and Relam Amsterdam Holdings B.V., a wholly-owned subsidiary of CBRE Services, entered into a new 5-year senior unsecured Credit Agreement (2023 Credit Agreement) maturing on July 10, 2028, which refinanced and replaced a prior credit agreement. The 2023 Credit Agreement provides for a senior unsecured term loan credit facility comprised of (i) tranche A Euro-denominated term loans in an aggregate principal amount of €366.5 million and (ii) tranche A U.S. Dollar-denominated term loans in an aggregate principal amount of $350.0 million, both requiring quarterly principal payments beginning on December 31, 2024 and continuing through maturity on July 10, 2028. The proceeds of the term loans under the 2023 Credit Agreement were applied to the repayment of all remaining outstanding senior term loans under the prior 2022 Credit Agreement, the payment of related fees and expenses and other general corporate purposes. We entered into a cross currency swap to hedge the associated foreign currency exposure related to this transaction. The fair value of the derivative instrument was immaterial as of March 31, 2024 and December 31, 2023.
Borrowings denominated in euros under the 2023 Credit Agreement bear interest at a rate equal to (i) the applicable percentage plus (ii) at our option, either (1) the EURIBOR rate for the applicable interest period or (2) a rate determined by reference to Daily Simple Euro Short-Term Rate (ESTR). Borrowings denominated in U.S. dollars under the 2023 Credit Agreement bear interest at a rate equal to (i) the applicable percentage, plus (ii) at our option, either (1) the Term SOFR rate for the applicable interest period plus 10 basis points (“Adjusted Term SOFR”) or (2) a base rate determined by the reference to the greatest of (x) the prime rate, (y) the federal funds rate plus 1/2 of 1% and (z) the sum of (A) Term SOFR rate published by CME Group Benchmark Administration Limited for an interest period of one month and (B) 1.00%. The applicable rate for borrowings under the 2023 Credit Agreement is determined by reference to our Credit Rating (as defined in the 2023 Credit Agreement). As of March 31, 2024, we had (i) $395.1 million of euro term loan borrowings outstanding under the 2023 Credit Agreement (at an interest rate of 1.25% plus EURIBOR) and (ii) $348.2 million of U.S. Dollar term loan borrowings outstanding under the 2023 Credit Agreement (at an interest rate of 1.25% plus Adjusted Term SOFR), net of unamortized debt issuance costs, included in the accompanying consolidated balance sheets.
The term loan borrowings under the 2023 Credit Agreement are guaranteed on a senior basis by CBRE Group, Inc. and CBRE Services.
The 2023 Credit Agreement also requires us to maintain a minimum coverage ratio of consolidated EBITDA (as defined in the 2023 Credit Agreement) to consolidated interest expense of 2.00x and a maximum leverage ratio of total debt less available cash to consolidated EBITDA (as defined in the 2023 Credit Agreement) of 4.25x (and in the case of the first four full fiscal quarters following consummation of a qualified acquisition (as defined in the 2023 Credit Agreement), 4.75x) as of the end of each fiscal quarter. In addition, the 2023 Credit Agreement also contains other customary affirmative and negative covenants and events of default. We were in compliance with the covenants under this agreement as of March 31, 2024.
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
On February 23, 2024, CBRE Services issued $500.0 million in aggregate principal amount of 5.500% senior notes due April 1, 2029 (the 5.500% senior notes) at a price equal to 99.837% of their face value. The 5.500% senior notes are unsecured obligations of CBRE Services, senior to all of its current and future subordinated indebtedness. The 5.500% senior notes are guaranteed on a senior basis by CBRE Group, Inc. Interest accrues at a rate of 5.500% per year and is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2024. The 5.500% senior notes are redeemable at our option, in whole or in part, on or after March 1, 2029 at a redemption price of 100% of the principal amount on that date, plus accrued and unpaid interest, if any, to, but excluding the date of redemption. At any time prior to March 1, 2029, we may redeem all or a portion of the notes at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present value at the date of redemption of the remaining scheduled payments of principal and interest thereon to March 1, 2029, assuming the notes matured on March 1, 2029, discounted to the date of redemption on a semi-annual basis at an adjusted rate equal to the treasury rate plus 20 basis points, minus accrued interest to the date of redemption, plus, in either case, accrued and unpaid interest, if any, to the redemption date.
On June 23, 2023, CBRE Services issued $1.0 billion in aggregate principal amount of 5.950% senior notes due August 15, 2034 (the 5.950% senior notes) at a price equal to 98.174% of their face value. The 5.950% senior notes are unsecured obligations of CBRE Services, senior to all of its current and future subordinated indebtedness. The 5.950% senior notes are guaranteed on a senior basis by CBRE Group, Inc. Interest accrues at a rate of 5.950% per year and is payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2024. The 5.950% senior notes are redeemable at our option, in whole or in part, on or after May 15, 2034 at a redemption price of 100% of the principal amount on that date, plus accrued and unpaid interest, if any, to, but excluding the date of redemption. At any time prior to May 15, 2034, we may redeem all or a portion of the notes at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present value at the date of redemption of the remaining scheduled payments of principal and interest thereon to May 15, 2034, assuming the notes matured on May 15, 2034, discounted to the date of redemption on a semi-annual basis at an adjusted rate equal to the treasury rate plus 40 basis points, minus accrued interest to the date of redemption, plus, in either case, accrued and unpaid interest, if any, to the redemption date.
On March 18, 2021, CBRE Services issued $500.0 million in aggregate principal amount of 2.500% senior notes due April 1, 2031 (the 2.500% senior notes) at a price equal to 98.451% of their face value. The 2.500% senior notes are unsecured obligations of CBRE Services, senior to all of its current and future subordinated indebtedness. The 2.500% senior notes are guaranteed on a senior basis by CBRE Group, Inc. Interest accrues at a rate of 2.500% per year and is payable semi-annually in arrears on April 1 and October 1 of each year. The 2.500% senior notes are redeemable at our option, in whole or in part, on or after January 1, 2031 at a redemption price of 100% of the principal amount on that date, plus accrued and unpaid interest, if any, to, but excluding the date of redemption. At any time prior to January 1, 2031, we may redeem all or a portion of the notes at a redemption price equal to the greater of (1) 100% of the principal amount of the notes to be redeemed and (2) the sum of the present value at the date of redemption of the remaining scheduled payments of principal and interest thereon to January 1, 2031, assuming the notes matured on January 1, 2031, discounted to the date of redemption on a semi-annual basis at an adjusted rate equal to the treasury rate plus 20 basis points, minus accrued and unpaid interest to, but excluding, the date of redemption, plus, in either case, accrued and unpaid interest, if any, to, but not including, the redemption date.
On August 13, 2015, CBRE Services issued $600.0 million in aggregate principal amount of 4.875% senior notes due March 1, 2026 (the 4.875% senior notes) at a price equal to 99.24% of their face value. The 4.875% senior notes are unsecured obligations of CBRE Services, senior to all of its current and future subordinated indebtedness. The 4.875% senior notes are guaranteed on a senior basis by CBRE Group, Inc. Interest accrues at a rate of 4.875% per year and is payable semi-annually in arrears on March 1 and September 1 of each year. The 4.875% senior notes are redeemable at our option, in whole or in part, prior to December 1, 2025 at a redemption price equal to the greater of (1) 100% of the principal amount of the 4.875% senior notes to be redeemed and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon to December 1, 2025 (not including any portions of payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis at the Adjusted Treasury Rate (as defined in the indenture governing these notes). In addition, at any time on or after December 1, 2025, the 4.875% senior notes may be redeemed by us, in whole or in part, at a redemption price equal to 100% of the principal amount, plus accrued and unpaid interest, if any, to (but excluding) the date of redemption. If a change of control triggering event (as defined in the indenture governing these notes) occurs, we are obligated to make an offer to purchase the then outstanding 4.875% senior notes at a redemption price of 101% of the principal amount, plus accrued and unpaid interest, if any, to the date of purchase.
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
The indentures governing our 5.950% senior notes, 5.500% senior notes, 4.875% senior notes and 2.500% senior notes (1) contain restrictive covenants that, among other things, limit our ability to create or permit liens on assets securing indebtedness, enter into sale/leaseback transactions and enter into consolidations or mergers, and (2) require that the notes be jointly and severally guaranteed on a senior basis by CBRE Group, Inc. and any domestic subsidiary that guarantees the 2023 Credit Agreement or the Revolving Credit Agreement. The indentures also contain other customary affirmative and negative covenants and events of default. We were in compliance with the covenants under our debt instruments as of March 31, 2024.
Short-Term Borrowings
Revolving Credit Agreement
On August 5, 2022, we entered into a new 5-year senior unsecured Revolving Credit Agreement (the Revolving Credit Agreement). The Revolving Credit Agreement provides for a senior unsecured revolving credit facility available to CBRE Services with commitments in an aggregate principal amount of up to $3.5 billion and a maturity date of August 5, 2027. Borrowings bear interest at (i) CBRE Services’ option, either (a) a Term SOFR rate published by CME Group Benchmark Administration Limited for the applicable interest period or (b) a base rate determined by reference to the greatest of (1) the prime rate determined by Wells Fargo, (2) the federal funds rate plus 1/2 of 1% and (3) the sum of (x) a Term SOFR rate published by CME Group Benchmark Administration Limited for an interest period of one month and (y) 1.00% plus (ii) 10 basis points, plus (iii) a rate equal to an applicable rate (in the case of borrowings based on the Term SOFR rate, 0.630% to 1.100% and in the case of borrowings based on the base rate, 0.0% to 0.100%, in each case, as determined by reference to our Debt Rating (as defined in the Revolving Credit Agreement)). The applicable rate is also subject to certain increases and/or decreases specified in the Revolving Credit Agreement linked to achieving certain sustainability goals.
The Revolving Credit Agreement requires us to pay a fee based on the total amount of the revolving credit facility commitment (whether used or unused). In addition, the Revolving Credit Agreement also includes capacity for letters of credit not to exceed $300.0 million in the aggregate.
The Revolving Credit Agreement also requires us to maintain a minimum coverage ratio of consolidated EBITDA (as defined in the Revolving Credit Agreement) to consolidated interest expense of 2.00x and a maximum leverage ratio of total debt less available cash to consolidated EBITDA (as defined in the Revolving Credit Agreement) of 4.25x (and in the case of the first four full fiscal quarters following consummation of a qualified acquisition (as defined in the Revolving Credit Agreement), 4.75x) as of the end of each fiscal quarter. In addition, the Revolving Credit Agreement also contains other customary affirmative and negative covenants and events of default. We were in compliance with the covenants under this agreement as of March 31, 2024.
As of March 31, 2024, $820.0 million was outstanding under the Revolving Credit Agreement. $10.0 million of letters of credit were outstanding as of March 31, 2024. Letters of credit are issued in the ordinary course of business and would reduce the amount we may borrow under the Revolving Credit Agreement.
Turner & Townsend Revolving Credit Facility
Turner & Townsend maintains a £120.0 million revolving credit facility pursuant to a credit agreement dated March 31, 2022, with an additional accordion option of £20.0 million, that matures on March 31, 2027. As of March 31, 2024, no amount was outstanding under this revolving credit facility.
Warehouse Lines of Credit
CBRE Capital Markets has warehouse lines of credit with third-party lenders for the purpose of funding mortgage loans that will be resold, and a funding arrangement with Fannie Mae for the purpose of selling a percentage of certain closed multifamily loans to Fannie Mae. These warehouse lines are recourse only to CBRE Capital Markets and are secured by our related warehouse receivables. See Note 4 for additional information.
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
9. Leases
We are the lessee in contracts for our office space tenancies, for leased vehicles, and for some leases of land in our global development business. At times, we enter into ground leases on development projects in our REI segment. These arrangements account for the significant portion of our lease liabilities and right-of-use assets. We monitor our service arrangements to evaluate whether they meet the definition of a lease.
Supplemental balance sheet information related to our leases is as follows (dollars in millions):
| Category | Classification | March 31, 2024 | December 31, 2023 | |||||||||||||||||
| Assets | ||||||||||||||||||||
| Operating | Operating lease assets | $ | 1,003 | $ | 1,030 | |||||||||||||||
| Financing | Other assets, net | 210 | 210 | |||||||||||||||||
| Total leased assets | $ | 1,213 | $ | 1,240 | ||||||||||||||||
| Liabilities | ||||||||||||||||||||
| Current: | ||||||||||||||||||||
| Operating | Operating lease liabilities | $ | 249 | $ | 242 | |||||||||||||||
| Financing | Other current liabilities | 35 | 36 | |||||||||||||||||
| Non-current: | ||||||||||||||||||||
| Operating | Non-current operating lease liabilities | 1,055 | 1,089 | |||||||||||||||||
| Financing | Other liabilities | 74 | 72 | |||||||||||||||||
| Total lease liabilities | $ | 1,413 | $ | 1,439 |
Supplemental cash flow information and non-cash activity related to our operating and financing leases are as follows (dollars in millions):
| Three Months Ended March 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Right-of-use assets obtained in exchange for new operating lease liabilities | $ | 27 | $ | 40 | |||||||
| Right-of-use assets obtained in exchange for new financing lease liabilities | 16 | 8 | |||||||||
| Other non-cash increases (decreases) in operating lease right-of-use assets (1) | 2 | (53) | |||||||||
| Other non-cash decrease in financing lease right-of-use assets (1) | (2) | — |
(1)The non-cash activity in the right-of-use assets resulted from lease modifications/remeasurements and terminations.
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. We believe that any losses in excess of the amounts accrued as liabilities on our consolidated financial statements are unlikely to be significant, but litigation is inherently uncertain and there is the potential for a material adverse effect on our consolidated financial statements if one or more matters are resolved in a particular period in an amount materially in excess of what we anticipated.
In January 2008, CBRE MCI, a wholly-owned subsidiary of CBRE Capital Markets, entered into an agreement with Fannie Mae under Fannie Mae’s Delegated Underwriting and Servicing Lender Program (DUS Program) to provide financing for multifamily housing with five or more units. Under the DUS Program, CBRE MCI originates, underwrites, closes and services loans without prior approval by Fannie Mae, and typically, is subject to sharing up to one-third of any losses on loans originated under the DUS Program. CBRE MCI has funded loans with unpaid principal balances of $42.1 billion at March 31, 2024, of which $38.7 billion is subject to such loss sharing arrangements. CBRE MCI, under its agreement with Fannie Mae, must post cash reserves or other acceptable collateral under formulas established by Fannie Mae to provide for sufficient capital in the event losses occur. As of March 31, 2024 and December 31, 2023, CBRE MCI had $150.0 million and $140.0 million, respectively, of letters of credit under this reserve arrangement and had recorded a liability of approximately $60.7 million and $67.4 million, respectively, for its loan loss guarantee obligation under such arrangement. Fannie Mae’s recourse under the DUS Program is limited to the assets of CBRE MCI, which assets totaled approximately $622.9 million (including
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
$226.5 million of warehouse receivables, a substantial majority of which are pledged against warehouse lines of credit and are therefore not available to Fannie Mae) at March 31, 2024.
CBRE Capital Markets participates in Freddie Mac’s Multifamily Small Balance Loan (SBL) Program. Under the SBL program, CBRE Capital Markets has certain repurchase and loss reimbursement obligations. We could potentially be obligated to repurchase any SBL loan originated by CBRE Capital Markets that remains in default for 120 days following the forbearance period, if the default occurred during the first 12 months after origination and such loan had not been earlier securitized. In addition, CBRE Capital Markets may be responsible for a loss not to exceed 10% of the original principal amount of any SBL loan that is not securitized and goes into default after the 12-month repurchase period. CBRE Capital Markets must post a cash reserve or other acceptable collateral to provide for sufficient capital in the event the obligations are triggered. As of both March 31, 2024 and December 31, 2023, CBRE Capital Markets had posted a $5.0 million letter of credit under this reserve arrangement.
Letters of credit
We had outstanding letters of credit totaling $253.7 million as of March 31, 2024, excluding letters of credit for which we have outstanding liabilities already accrued on our consolidated balance sheet related to our subsidiaries’ outstanding reserves for claims under certain insurance programs as well as letters of credit related to operating leases. The CBRE Capital Markets letters of credit totaling $155.0 million as of March 31, 2024 referred to in the preceding paragraphs represented the majority of the $253.7 million outstanding letters of credit as of such date. The remaining letters of credit are primarily executed by us in the ordinary course of business and expire at the end of each of the respective agreements.
Guarantees
We had guarantees totaling $205.5 million as of March 31, 2024, excluding guarantees related to pension liabilities, consolidated indebtedness and other obligations for which we have outstanding liabilities already accrued on our consolidated balance sheet, and excluding guarantees related to operating leases. The $205.5 million primarily represents guarantees executed by us in the ordinary course of business, including various guarantees of management and vendor contracts in our operations overseas, which expire at the end of each of the respective agreements.
In addition, as of March 31, 2024, we had issued numerous non-recourse carveout, completion and budget guarantees relating to development projects for the benefit of third parties. These guarantees are commonplace in our industry and are made by us in the ordinary course of our Real Estate Investments business. Non-recourse carveout guarantees generally require that our project-entity borrower not commit specified improper acts, with us potentially liable for all or a portion of such entity’s indebtedness or other damages suffered by the lender if those acts occur. Completion and budget guarantees generally require us to complete construction of the relevant project within a specified timeframe and/or within a specified budget, with us potentially being liable for costs to complete in excess of such timeframe or budget. While there can be no assurance, we do not expect to incur any material losses under these guarantees.
Performance and payment bonds
In the ordinary course of business, we are required by certain customers to provide performance and payment bonds for contractual commitments related to our projects. These bonds provide a guarantee to the customer that the company will perform under the terms of a contract and that we will pay our subcontractors and vendors. If we fail to perform under a contract or to pay our subcontractors and vendors, the customer may demand that the surety make payments or provide services under the bond. We must reimburse the surety for expenses or outlays it incurs. As of March 31, 2024 and December 31, 2023, outstanding performance and payment bonds approximated $462.2 million and $241.8 million, respectively.
Deferred and contingent consideration
The purchase price for our business acquisitions often includes deferred and contingent consideration. As of March 31, 2024 and December 31, 2023, we had short-term deferred and contingent consideration of $265.0 million and $264.1 million, respectively, which was included within Accounts payable and accrued expenses, and long-term deferred and contingent consideration of $271.1 million and $266.1 million, respectively, which was included within Other liabilities in the accompanying consolidated balance sheets.
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Other
An important part of the strategy for our Real Estate Investments segment involves co-investing our capital in certain real estate investments with our clients. For our investment funds, we generally co-invest up to 2.0% of the equity in a particular fund. As of March 31, 2024, we had aggregate future commitments of $175.7 million related to co-investment funds. Additionally, we make selective investments in real estate development projects on our own account or co-invest with our clients with up to 50% of the project’s equity as a principal in unconsolidated real estate projects. We had unfunded capital commitments of $190.3 million and $54.3 million to consolidated and unconsolidated projects, respectively, as of March 31, 2024.
Also refer to Note 15 for the Telford Fire Safety Remediation provision.
11. Income Taxes
Our benefit from income taxes on a consolidated basis was $28.9 million for the three months ended March 31, 2024 as compared to a provision for income taxes of $28.0 million for the three months ended March 31, 2023. The decrease of $56.9 million is primarily related to the reversal of unrecognized tax positions and a decrease in the company’s pretax earnings.
Our effective tax rate fell to (24.3)% for the three months ended March 31, 2024 from 18.3% for the three months ended March 31, 2023. Our effective tax rate for the three months ended March 31, 2024 was different than the U.S. federal statutory tax rate of 21.0% primarily due to the reversal of unrecognized tax positions, U.S. state taxes, and favorable permanent book tax differences.
As of March 31, 2024 and December 31, 2023, the company had gross unrecognized tax benefits of $337.2 million and $413.5 million, respectively. The decrease of $76.3 million primarily relates to an audit closure and the expiration of statute of limitations in various tax jurisdictions.
12. Income Per Share and Stockholders’ Equity
The calculations of basic and diluted income per share attributable to CBRE Group, Inc. stockholders are as follows (dollars in millions, except share and per share data):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Basic Income Per Share | |||||||||||||||||||||||
| Net income attributable to CBRE Group, Inc. stockholders | $ | 126 | $ | 117 | |||||||||||||||||||
| Weighted average shares outstanding for basic income per share | 305,808,212 | 310,464,609 | |||||||||||||||||||||
| Basic income per share attributable to CBRE Group, Inc. stockholders | $ | 0.41 | $ | 0.38 | |||||||||||||||||||
| Diluted Income Per Share | |||||||||||||||||||||||
| Net income attributable to CBRE Group, Inc. stockholders | $ | 126 | $ | 117 | |||||||||||||||||||
| Weighted average shares outstanding for basic income per share | 305,808,212 | 310,464,609 | |||||||||||||||||||||
| Dilutive effect of contingently issuable shares | 2,694,244 | 4,893,538 | |||||||||||||||||||||
| Weighted average shares outstanding for diluted income per share | 308,502,456 | 315,358,147 | |||||||||||||||||||||
| Diluted income per share attributable to CBRE Group, Inc. stockholders | $ | 0.41 | $ | 0.37 |
For the three months ended March 31, 2024 and 2023, 631,095 and 511,419, respectively, of contingently issuable shares were excluded from the computation of diluted income per share because their inclusion would have had an anti-dilutive effect.
On November 19, 2021, our board of directors authorized a program for the repurchase of up to $2.0 billion of our Class A common stock over five years (the 2021 program). On August 18, 2022, our board of directors authorized an additional $2.0 billion, bringing the total authorized repurchase amount under this program to a total of $4.0 billion. We did not repurchase any shares of our Class A common stock during the three months ended March 31, 2024. As of March 31, 2024, we had approximately $1.5 billion of capacity remaining under the 2021 program. During the three months ended March 31, 2023, we repurchased 1,368,173 shares of our common stock using cash on hand for an aggregate of $114.2 million.
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
13. Revenue from Contracts with Customers
We account for revenue with customers in accordance with FASB ASC Topic, “Revenue from Contracts with Customers” (Topic 606). Revenue is recognized when or as control of the promised services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to receive in exchange for those services.
Disaggregated Revenue
The following tables represent a disaggregation of revenue from contracts with customers by type of service and/or segment (dollars in millions):
| Three Months Ended March 31, 2024 | |||||||||||||||||||||||||||||
| Advisory Services | Global Workplace Solutions | Real Estate Investments | Corporate, other and eliminations | Consolidated | |||||||||||||||||||||||||
| Topic 606 Revenue: | |||||||||||||||||||||||||||||
| Facilities management | $ | — | $ | 4,066 | $ | — | $ | — | $ | 4,066 | |||||||||||||||||||
| Project management | — | 1,743 | — | — | 1,743 | ||||||||||||||||||||||||
| Advisory leasing | 739 | — | — | — | 739 | ||||||||||||||||||||||||
| Advisory sales | 326 | — | — | — | 326 | ||||||||||||||||||||||||
| Property management | 496 | — | — | (6) | 490 | ||||||||||||||||||||||||
| Valuation | 167 | — | — | — | 167 | ||||||||||||||||||||||||
| Commercial mortgage origination (1) | 30 | — | — | — | 30 | ||||||||||||||||||||||||
| Loan servicing (2) | 20 | — | — | — | 20 | ||||||||||||||||||||||||
| Investment management | — | — | 149 | — | 149 | ||||||||||||||||||||||||
| Development services | — | — | 77 | — | 77 | ||||||||||||||||||||||||
| Topic 606 Revenue | 1,778 | 5,809 | 226 | (6) | 7,807 | ||||||||||||||||||||||||
| Out of Scope of Topic 606 Revenue: | |||||||||||||||||||||||||||||
| Commercial mortgage origination | 65 | — | — | — | 65 | ||||||||||||||||||||||||
| Loan servicing | 61 | — | — | — | 61 | ||||||||||||||||||||||||
| Development services (3) | — | — | 2 | — | 2 | ||||||||||||||||||||||||
| Total Out of Scope of Topic 606 Revenue | 126 | — | 2 | — | 128 | ||||||||||||||||||||||||
| Total Revenue | $ | 1,904 | $ | 5,809 | $ | 228 | $ | (6) | $ | 7,935 |
| Three Months Ended March 31, 2023 | |||||||||||||||||||||||||||||
| Advisory Services | Global Workplace Solutions | Real Estate Investments | Corporate, other and eliminations | Consolidated | |||||||||||||||||||||||||
| Topic 606 Revenue: | |||||||||||||||||||||||||||||
| Facilities management | $ | — | $ | 3,680 | $ | — | $ | — | $ | 3,680 | |||||||||||||||||||
| Project management | — | 1,658 | — | — | 1,658 | ||||||||||||||||||||||||
| Advisory leasing | 709 | — | — | — | 709 | ||||||||||||||||||||||||
| Advisory sales | 367 | — | — | — | 367 | ||||||||||||||||||||||||
| Property management | 464 | — | — | (4) | 460 | ||||||||||||||||||||||||
| Valuation | 166 | — | — | — | 166 | ||||||||||||||||||||||||
| Commercial mortgage origination (1) | 24 | — | — | — | 24 | ||||||||||||||||||||||||
| Loan servicing (2) | 17 | — | — | — | 17 | ||||||||||||||||||||||||
| Investment management | — | — | 147 | — | 147 | ||||||||||||||||||||||||
| Development services | — | — | 74 | — | 74 | ||||||||||||||||||||||||
| Topic 606 Revenue | 1,747 | 5,338 | 221 | (4) | 7,302 | ||||||||||||||||||||||||
| Out of Scope of Topic 606 Revenue: | |||||||||||||||||||||||||||||
| Commercial mortgage origination | 47 | — | — | — | 47 | ||||||||||||||||||||||||
| Loan servicing | 60 | — | — | — | 60 | ||||||||||||||||||||||||
| Development services (3) | — | — | 2 | — | 2 | ||||||||||||||||||||||||
| Total Out of Scope of Topic 606 Revenue | 107 | — | 2 | — | 109 | ||||||||||||||||||||||||
| Total Revenue | $ | 1,854 | $ | 5,338 | $ | 223 | $ | (4) | $ | 7,411 |
(1)We earn fees for arranging financing for borrowers with third-party lender contacts. Such fees are in scope of Topic 606.
(2)Loan servicing fees earned from servicing contracts for which we do not hold mortgage servicing rights are in scope of Topic 606.
(3)Out of scope revenue for development services represents selling profit from transfers of sales-type leases in the scope of Topic 842.
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Contract Assets and Liabilities
We had contract assets totaling $549.8 million ($462.2 million of which was current) and $517.4 million ($442.9 million of which was current) as of March 31, 2024 and December 31, 2023, respectively.
We had contract liabilities totaling $303.5 million (all of which was current) and $304.3 million ($297.6 million of which was current) as of March 31, 2024 and December 31, 2023, respectively. During the three months ended March 31, 2024, we recognized revenue of $131.8 million that was included in the contract liability balance at December 31, 2023. The majority of contract liabilities are recognized as revenue within 90 days.
14. Segments
Summarized financial information by segment is as follows (dollars in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| Advisory Services | $ | 1,904 | $ | 1,854 | |||||||||||||||||||
| Global Workplace Solutions | 5,809 | 5,338 | |||||||||||||||||||||
| Real Estate Investments | 228 | 223 | |||||||||||||||||||||
| Corporate, other and eliminations (1) | (6) | (4) | |||||||||||||||||||||
| Total revenue | $ | 7,935 | $ | 7,411 | |||||||||||||||||||
| Segment Operating Profit | |||||||||||||||||||||||
| Advisory Services | $ | 262 | $ | 270 | |||||||||||||||||||
| Global Workplace Solutions | 232 | 230 | |||||||||||||||||||||
| Real Estate Investments | 34 | 131 | |||||||||||||||||||||
| Total reportable segment operating profit | $ | 528 | $ | 631 |
**(1)**Eliminations represent revenue from transactions with other operating segments. See Note 13.
Reconciliation of total reportable segment operating profit to net income is as follows (dollars in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Net income attributable to CBRE Group, Inc. | $ | 126 | $ | 117 | |||||||||||||||||||
| Net income attributable to non-controlling interests | 22 | 8 | |||||||||||||||||||||
| Net income | 148 | 125 | |||||||||||||||||||||
| Adjustments to increase (decrease) net income: | |||||||||||||||||||||||
| Depreciation and amortization | 158 | 162 | |||||||||||||||||||||
| Interest expense, net of interest income | 36 | 28 | |||||||||||||||||||||
| (Benefit from) provision for income taxes | (29) | 28 | |||||||||||||||||||||
| Costs associated with efficiency and cost-reduction initiatives | 29 | 139 | |||||||||||||||||||||
| Carried interest incentive compensation expense to align with the timing of associated revenue | 14 | 7 | |||||||||||||||||||||
| Costs incurred related to legal entity restructuring | 1 | — | |||||||||||||||||||||
| Integration and other costs related to acquisitions (1) | (4) | 18 | |||||||||||||||||||||
| Corporate and other loss, including eliminations | 175 | 124 | |||||||||||||||||||||
| Total reportable segment operating profit | $ | 528 | $ | 631 |
(1)During the three months ended March 31, 2024, integration and other costs related to acquisitions include $17.5 million in deal and integration costs, offset by reversal of $21.7 million in previously recognized transaction-related bonus expense due to change in estimate.
Our chief operating decision maker is not provided with total asset information by segment and accordingly, does not measure or allocate total assets on a segment basis. As a result, we have not disclosed any asset information by segment.
CBRE GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)
Geographic Information
Revenue in the table below is allocated based upon the country in which services are performed (dollars in millions):
| Three Months Ended March 31, | |||||||||||||||||||||||
| 2024 | 2023 | ||||||||||||||||||||||
| Revenue | |||||||||||||||||||||||
| United States | $ | 4,422 | $ | 4,145 | |||||||||||||||||||
| United Kingdom | 1,085 | 995 | |||||||||||||||||||||
| All other countries | 2,428 | 2,271 | |||||||||||||||||||||
| Total revenue | $ | 7,935 | $ | 7,411 |
15. Telford Fire Safety Remediation
The accompanying consolidated balance sheets include an estimated liability of approximately $188.9 million (of which $101.3 million was current) and $192.1 million (of which $82.2 million was current) as of March 31, 2024 and December 31, 2023, respectively, related to the remediation efforts. The balance decreased as of March 31, 2024 primarily due to the movement of foreign exchange rates and certain insignificant costs incurred for work performed so far this year.
There were no significant adjustments made during the three months ended March 31, 2024 related to the Telford Fire Safety Remediation provision. Management obtained additional fire safety assessments, reviewed various inputs and assumptions, including bids from subcontractors, and believes the above balance remains our best estimate of future losses associated with overall remediation efforts.
The estimated remediation costs for in-scope buildings are subjective, highly complex and dependent on a number of variables outside of Telford Homes’ control. These include, but are not limited to, individual remediation requirements for each building, the time required for the remediation to be completed, cost of construction or remediation materials, availability of construction materials, potential discoveries made during remediation that could necessitate incremental work, investigation costs, availability of qualified fire safety engineers, potential business disruption costs, potential changes to or new regulations and regulatory approval. We will continue to assess new information as it becomes available during the remediation process and adjust our estimated liability accordingly.
16. Restructuring Activities
The company continued to execute various restructuring activities during the first quarter of 2024 to simplify management and workforce structure and improve efficiencies in its operations. The following table presents the detail of expense incurred, all of which were recorded in the Corporate segment and not allocated to our business segments, during the three months ended March 31, 2024 and associated liability balances (dollars in millions):
| Employee separation benefits | Professional fees and other | ||||||||||
| Balance at December 31, 2023 | $ | 13 | $ | — | |||||||
| Expense incurred | 26 | 5 | |||||||||
| Payments made | (26) | — | |||||||||
| Balance at March 31, 2024 | $ | 13 | $ | 5 |
We expect these restructuring activities to be substantially completed by the end of fiscal year 2024.
Ending balance related to employee separation benefits was included in “Compensation and employee benefits payable” in the accompanying consolidated balance sheets. Of the total charges incurred, $6.5 million was included within the “Cost of revenue” line item and $24.7 million was included in the “Operating, administrative, and other” line item in the accompanying consolidated statement of operations for the three months ended March 31, 2024.
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