<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 30, 1997
CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-18525 52-1616016
--------------- ------------------ -------------------
(STATE OR OTHER (COMMISSION FILE (IRS EMPLOYER
JURISDICTION OF NUMBER) IDENTIFICATION NO.)
INCORPORATION)
533 SOUTH FREMONT AVENUE - LOS ANGELES, CALIFORNIA 90071
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (213) 613-3123
-----------------
CB COMMERCIAL HOLDINGS, INC.
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
ITEM 5. OTHER EVENTS.
On January 30, 1997, CB Commercial Real Estate Services Group, Inc. issued
a press release announcing its results of operations for the quarter and year
ended December 31, 1996. The press release is filed as an exhibit hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The following is furnished as an exhibit to this report:
99 Press release dated January 30, 1997 issued by CB Commercial Real
Estate Services Group, Inc.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this amendment to be signed on its behalf by the
undersigned hereunto duly authorized.
CB COMMERCIAL REAL ESTATE SERVICES
GROUP, INC.
Date: February 4, 1997 By: /s/ Walter V. Stafford
-------------------------------
Walter V. Stafford
Senior Executive Vice President
<PAGE>
EXHIBIT 99
CB COMMERCIAL REAL ESTATE SERVICES GROUP REPORTS
------------------------------------------------
RECORD FOURTH QUARTER, YEAR-END RESULTS
---------------------------------------
LOS ANGELES, CA, January 30, 1997 -- CB Commercial Real Estate Services Group,
Inc. (NASDAQ: CBCG) today reported record revenues and results for the year
ending December 31, 1996, reflecting strong growth in every business category.
Total revenue was $583 million, up almost 25% over revenue for 1995 while
earnings before interest, income taxes, depreciation and amortization (EBITDA),
which the Company considers the most accurate measurement of its financial
strength, totaled more than $62 million, up 50% after a one-time charge of $4.1
million as an increase in reserves including litigation matters.
Revenues for the fourth quarter grew to $192 million, up 34% over the fourth
quarter of 1995. EBITDA for the fourth quarter increased 36% to $26 million,
after the one-time, non-cash charge.
Comparison of net income for 1996 and 1995, or earnings per share is not
meaningful since the current and future benefit of the Company's net operating
loss carryover (NOL) was recognized in the third and fourth quarters of 1996,
whereas 1995 figures do not reflect any future NOL benefits. Net income for the
year 1996 was approximately $71 million, and about $56 million of this resulted
from the amount of NOL benefit recorded during the year. The Company ended the
year with a strong balance sheet, including more than $49 million in cash.
"CB Commercial's extraordinary results were almost entirely internally generated
and the year-to-year growth was driven by the company's ability to capitalize on
its market presence and the substantial deal flow of its traditional
businesses," said Jim Didion, chairman and chief executive officer. "Our success
in 1996 was a result of aggressive execution of the Company's strategies,
coupled with a strong industry environment---particularly in the investment
sales sector."
--more--
<PAGE>
CB Commercial
1996 Fourth Quarter, Year-end Results
Page Two
"CB Commercial's strong growth reflected gains in all of the Company's
businesses," Didion said, "and extraordinary growth in its investment sales and
debt origination activities. More than $10 billion---$7 billion in investment
sales consideration and over $3 billion in mortgage originations---in capital
was raised for investors. The Company's overall activity was strong nationally
and California was particularly strong, both southern and northern California,
and Phoenix, Arizona, Florida, and Chicago, had exceptional strength. Activity
levels increased throughout the network, validating the Company's strategy to
operate nationally."
Didion said the Company also experienced strong double-digit percentage growth
in both revenues and operating income from its Property and User Services, while
revenues and operating income from Investor Services exceeded previous records
for both quarterly and year-end performance.
PROPERTY AND USER SERVICES
Brokerage fees for the fourth quarter increased 26% to $108 million and were up
14% overall for the year to $335 million. Investment property sales, the second
largest contributor to revenues and operating income in this group, saw a 71%
increase in revenues to $50 million in the fourth quarter, and a 49% increase to
$130 million for the full year. Property and User Services contributed more
than $18 million in operating income during the quarter, a 35% increase over the
same period last year, while year-to-date operating income rose 47% to more than
$38 million.
The Company is the largest provider of commercial real estate brokerage services
in the United States, based on both total revenues and number of completed
transactions. Since 1992, CB Commercial has provided sophisticated strategic
analysis for the acquisition or sale of income-producing investment properties.
Driven by significant downsizing across corporate America, Corporate Services
coordinates the utilization of all the Company's various disciplines to deliver
an integrated service to some of the largest companies in the United States. As
the trend toward outsourcing of these services has accelerated, this division of
the Company has become one of its fastest growing services.
"We're traditionally the market leader in this category, and our brokerage
operations saw tremendous growth across every region. This clearly reflects not
only the inherent strength of our brand name and quality service, but also the
strong economic outlook for commercial real estate transactions," Didion said.
-- more--
<PAGE>
CB Commercial
1996 Fourth Quarter, Year-end Results
Page Three
INVESTOR SERVICES
While overall Investor Services saw a 34% increase in fourth quarter revenues to
$21 million, and an 87% increase in operating income to $3.6 million, year-end
results showed an even more impressive 53% gain in revenues to $70 million for
1996 and a 174% increase in total operating income, reaching approximately $10
million.
"We've proven that CB Commercial is a vertically-integrated real estate services
company capable of strong growth in financial services and outside our
traditional core business," Didion said. "While Investor Services as a
percentage of our overall business is still considerably smaller than our
brokerage operation, we will continue to improve results in this area through
internal growth, acquisitions and sophisticated financial management."
Didion noted that while mortgage banking increased revenues by more than 58% to
approximately $6 million for the quarter, and 94% to more than $20 million for
the year, and EBITDA for the year increased by over $2.8 million, it fell in the
fourth quarter by $149,000.
At the same time, Investment Management and Advisory services had a 25% increase
in revenues to approximately $9 million for the fourth quarter and a 67%
increase to $31 million for the full year. Operating income rose more than 140%
to $1.7 million, and 99% to $5.4 million for the year. Valuation and Appraisal
Services accounted for approximately $6 million in revenues, a 26% increase for
the quarter, and had a 13% increase to approximately $19 million for the year.
This segment contributed approximately $1.5 million in operating income, a 222%
increase for the quarter, and it reported a 98% increase, or $2.7 million, in
operating income for 1996.
"Our overall performance is the result of a company-wide commitment to our
strategic growth plans," Didion said. "While all segments performed beyond
expectations, we are clearly capable of continued achievement in both our
traditional brokerage and property management services and our expanded
financial services. CB Commercial is well-positioned for growth in the coming
year."
CB Commercial is the largest vertically-integrated commercial real estate
services firm in the United States with 230 offices in 107 locations and
approximately 4,000 employees. In November 1996, the Company completed an
initial public offering of 4.3 million
<PAGE>
shares of common stock, raising more than $80 million to make acquisitions and
to use for other capital requirements.
-- Financial Tables to Follow--
<PAGE>
CB Commercial Real Estate Services Group, Inc.
Operating Results by Business Segment
For the Three and Twelve Months ended December 31, 1996 with comparative
figures for the similar periods in 1995
<TABLE>
<CAPTION> Page 1
Quarter ended December 31,
--------------------------------------------
Consolidated 1996 1995 Difference % Change
-------- -------- ----------- --------
<S> <C> <C> <C> <C>
Revenue $ 192,205 $ 143,570 $ 48,635 33.9%
Costs and Expenses:
Commissions fees and other
incentives . . . . . . . . . . . . . . . . . 96,801 71,449 25,352 35.5%
Operating, administrative and other (1). . . . . 69,603 53,129 16,474 31.0%
Depreciation and amortization . . . . . . . . . 3,825 3,458 367 10.6%
----------- ----------- ---------- -----
Operating income . . . . . . . . . . . . . . . . . 21,976 15,534 6,442 41.5%
Interest income . . . . . . . . . . . . . . . . . . 468 446 22 4.9%
Interest expense . . . . . . . . . . . . . . . . . 6,240 6,323 (83) -1.3%
----------- ----------- ---------- -----
Income before provision for
income taxes . . . . . . . . . . . . . . . . . . 16,204 9,657 6,547 67.8%
Provision for taxes based on income . . . . . . . . 6,550 4,925 1,625 33.0%
----------- ----------- ---------- -----
Income after provision for taxes but before benefit
of net operating loss carryover . . . . . . . . 9,654 4,732 4,922 104.0%
Benefit of net operating loss carryover . . . . . . (15,500) (4,322) (11,178) 258.6%
Net Income . . . . . . . . . . . . . . . . . . . . $ 25,154 $ 9,054 $ 16,100 177.8%
=========== =========== ========== =====
Net Income applicable to common shareholders $ 24,154 $ 9,054 $ 15,100 166.8%
=========== =========== ========== =====
Primary Earnings Per Share
Net income per common and common equivalent
share outstanding . . . . . . . . . . . . . . $ 1.74 $ 0.66 1.08 162.5%
=========== =========== ========== =====
Weighted average common and common
equivalent shares outstanding . . . . . . . . . 13,889,165 13,664,319 224,846 1.6%
=========== =========== ========== =====
Fully Diluted Earnings Per Share
Net income per common and common equivalent
share outstanding . . . . . . . . . . . . . . . $ 1.68 0.66 1.01 152.9%
=========== =========== ========== =====
Weighted average common and common
equivalent shares outstanding . . . . . . . . . 15,012,981 13,664,319 1,348,662 9.9%
=========== =========== ========== =====
EBITDA . . . . . . . . . . . . . . . . . . . . . . $ 25,801 $ 18,992 6,809 35.9%
=========== =========== ========== =====
<CAPTION>
Twelve Months ended December 31,
-------------------------------------------
Consolidated 1996 1995 Difference % Change
-------- -------- ----------- --------
<S> <C> <C> <C> <C>
Revenue $ 583,068 $ 468,460 $114,608 24.5%
Costs and Expenses:
Commissions fees and other
incentives . . . . . . . . . . . . . . . 292,266 239,018 53,248 22.3%
Operating, administrative and other (1). . . 228,799 187,968 40,831 21.7%
Depreciation and amortization . . . . . . . 13,574 11,631 1,943 16.7%
----------- ----------- -------- ------
Operating income . . . . . . . . . . . . . . . 48,429 29,843 18,586 62.3%
Interest income . . . . . . . . . . . . . . . . 1,503 1,674 (171) -10.2%
Interest expense . . . . . . . . . . . . . . . 24,123 23,267 856 3.7%
----------- ----------- -------- ------
Income before provision for
income taxes . . . . . . . . . . . . . . . . 25,809 8,250 17,559 212.8%
Provision for taxes based on income . . . . . . 11,160 4,208 6,952 165.2%
----------- ----------- -------- ------
Income after provision for taxes but before
benefit of net operating loss carryover . . 14,649 4,042 10,607 262.4%
Benefit of net operating loss carryover . . . . (55,900) (3,367) (52,533) 1560.2%
----------- ----------- -------- ------
Net Income . . . . . . . . . . . . . . . . . . $ 70,549 $ 7,409 $ 63,140 852.2%
=========== =========== ======== ======
Net Income applicable to common shareholders $ 69,549 $ 7,409 $ 62,140 838.7%
=========== =========== ======== ======
Primary Earnings Per Share
Net income per common and common equivalent
share outstanding . . . . . . . . . . . . . $ 5.02 $ 0.55 $ 4.48 818.0%
=========== =========== ======== ======
Weighted average common and common
equivalent shares outstanding . . . . . . . 13,845,325 13,540,541 304,784 2.3%
=========== =========== ======== ======
Fully Diluted Earnings Per Share
Net income per common and common equivalent
share outstanding . . . . . . . . . . . . . 4.97 0.55 4.43 809.0%
=========== =========== ======== ======
Weighted average common and common
equivalent shares outstanding . . . . . . . 14,184,296 13,540,541 643,755 4.8%
=========== =========== ======== ======
EBITDA . . . . . . . . . . . . . . . . . . . . $ 62,003 $ 41,474 $ 20,529 49.5%
=========== =========== ======== ======
</TABLE>
(1) Included in the fourth quarter of 1996 is a net increase in reserves of
$4,132. Excluding this charge, EBITDA for the quarter and twelve months
ended December 31, 1996 would be $29,933 and $66,135 respectively.
<PAGE>
CB Commercial Real Estate Services Group, Inc.
Operating Results by Business Segment
For the Three and Twelve Months ended December 31, 1996 with comparative
figures for the similar periods in 1995
Page 2
<TABLE>
<CAPTION>
Quarter ended December 31,
---------------------------------------------
Property & User Services 1996 1995 Difference % Change
----------- ------- ---------- -----------
<S> <C> <C> <C> <C> <C>
Revenue:
Brokerage . . . . . . . . . . . . . . . . . . . . $107,645 $ 85,377 $22,268 26.1%
Investment property . . . . . . . . . . . . . . . . 49,796 29,056 20,740 71.4%
Corporate service . . . . . . . . . . . . . . . . . 8,114 8,199 (85) -1.0%
Property management fees . . . . . . . . . . . . . 5,835 5,193 642 12.4%
Marketing research . . . . . . . . . . . . . . . . 180 285 (105) -36.8%
-------- -------- ------- -----
171,570 128,110 43,460 33.9%
Costs and expenses:
Commissions fees and other
incentives . . . . . . . . . . . . . . . . . . . 92,169 67,912 24,257 35.7%
Operating, administrative and other . . . . . . . . 58,740 44,330 14,410 32.5%
Depreciation and amortization . . . . . . . . . . . 2,312 2,272 40 1.8%
-------- -------- ------- -----
Segment operating income . . . . . . . . . . . . . . $ 18,349 $ 13,596 $ 4,753 35.0%
======== ======== ======= =====
<CAPTION>
Quarter ended December 31,
--------------------------------------------
Investor Services 1996 1995 Difference % Change
---------- -------- ---------- ----------
<S> <C> <C> <C> <C>
Mortgage Banking
Revenue . . . . . . . . . . . . . . . . . . . . $6,150 $3,884 $2,266 58.3%
Costs and expenses:
Commissions fees and other
incentives . . . . . . . . . . . . . . . . 2,396 1,546 850 55.0%
Operating, administrative and other . . . . . 3,080 1,515 1,565 103.3%
Depreciation and amortization . . . . . . . . 317 84 233 277.4%
------ ------ ------ -----
Operating income (Loss) . . . . . . . . . . . . $ 357 $ 739 $ (382) -51.7%
====== ====== ====== =====
<CAPTION>
Twelve Months ended December 31,
---------------------------------------
Property & User Services 1996 1995 Difference % Change
---------- -------- ---------- ---------
<S> <C> <C> <C> <C>
Revenue:
Brokerage . . . . . . . . . . . . . . . . . . . . $335,401 $294,290 $41,111 14.0%
Investment property . . . . . . . . . . . . . . . 130,202 87,576 42,626 48.7%
Corporate service . . . . . . . . . . . . . . . . 25,550 21,723 3,827 17.6%
Property management fees . . . . . . . . . . . . . 20,540 18,332 2,208 12.0%
Marketing research . . . . . . . . . . . . . . . . 1,378 912 466 51.1%
-------- -------- ------- ----
513,071 422,833 90,238 21.3%
Costs and expenses:
Commissions fees and other
incentives . . . . . . . . . . . . . . . . . . 276,120 227,387 48,733 21.4%
Operating, administrative and other . . . . . . . 189,504 160,415 29,089 18.1%
Depreciation and amortization . . . . . . . . . . 9,142 8,889 253 2.8%
-------- -------- ------- ----
Segment operating income . . . . . . . . . . . . . . $ 38,305 $ 26,142 $12,163 46.5%
======== ======== ======= ====
<CAPTION>
Twelve Months ended December 31,
--------------------------------------
Investor Services 1996 1995 Difference % Change
------- ------ ---------- --------
<S> <C> <C> <C> <C>
Mortgage Banking
Revenue . . . . . . . . . . . . . . . . . . . . $20,185 $10,417 $9,768 93.8%
Costs and expenses:
Commissions fees and other
incentives . . . . . . . . . . . . . . . . 8,007 4,209 3,798 90.2%
Operating, administrative and other . . . . 9,489 6,338 3,151 49.7%
Depreciation and amortization . . . . . . . . 703 268 435 162.3%
------- ------- ------ -----
Operating income (Loss) . . . . . . . . . . . . $ 1,986 $ (398) $2,384 n/a
======= ======= ====== =====
</TABLE>
<PAGE>
CB COMMERCIAL REAL ESTATE SERVICES GROUP, INC.
OPERATING RESULTS BY BUSINESS SEGMENT
FOR THE THREE AND TWELVE MONTHS ENDED DECEMBER 31, 1996
WITH COMPARATIVE FIGURES FOR THE SIMILAR PERIODS IN 1995
PAGE 3
<TABLE>
<CAPTION>
QUARTER ENDED DECEMBER 31,
-----------------------------------------
INVESTOR SERVICES (CONTINUED) 1996 1995 DIFFERENCE % CHANGE
----------------------------- ------- ------- ---------- --------
<S> <C> <C> <C> <C>
Investment Management and Advisory
Revenue....................................... $ 8,783 $ 7,035 $ 1,748 24.8%
Costs and expenses:
Operating, administrative and other........ 5,948 5,294 654 12.4%
Depreciation and amortization.............. 1,109 1,022 87 8.5%
------- ------- ------- -----
Operating income.............................. $ 1,726 $ 719 $ 1,007 140.1%
======= ======= ======= =====
Valuation & Appraisal Services
Revenue....................................... $ 5,702 $ 4,541 $ 1,161 25.6%
Costs and expenses:
Commissions fees and other
incentives.............................. 2,236 1,991 245 12.3%
Operating, administrative and other........ 1,835 1,990 (155) -7.8%
Depreciation and amortization.............. 87 80 7 8.8%
------- ------- ------- -----
Operating income.............................. $ 1,544 $ 480 $ 1,064 221.7%
======= ======= ======= =====
TOTAL INVESTOR SERVICES
-----------------------
Revenue........................................... $20,635 $15,460 $ 5,175 33.5%
Costs and expenses:
Commissions fees and other
incentive................................... 4,632 3,537 1,095 31.0%
Operating, administrative and other............ 10,863 8,799 2,064 23.5%
Depreciation and amortization.................. 1,513 1,186 327 27.6%
------- ------- ------- -----
Segment operating income.......................... $ 3,627 $ 1,938 $ 1,689 87.2%
======= ======= ======= =====
</TABLE>
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED DECEMBER 31,
-----------------------------------------
INVESTOR SERVICES (CONTINUED) 1996 1995 DIFFERENCE % CHANGE
----------------------------- ------- ------- ---------- --------
<S> <C> <C> <C> <C>
Investment Management and Advisory
Revenue....................................... $31,022 $18,610 $12,412 66.7%
Costs and expenses:
Operating, administrative and other........ 22,299 13,745 8,554 62.2%
Depreciation and amortization.............. 3,316 2,148 1,168 54.4%
------- ------- ------- -----
Operating income.............................. $ 5,407 $ 2,717 $ 2,690 99.0%
======= ======= ======= =====
Valuation & Appraisal Services
Revenue....................................... $18,790 $16,600 $ 2,190 13.2%
Costs and expenses:
Commissions fees and other
incentives.............................. 8,139 7,422 717 9.7%
Operating, administrative and other........ 7,507 7,470 37 0.5%
Depreciation and amortization.............. 413 326 87 26.7%
------- ------- ------- -----
Operating income.............................. $ 2,731 $ 1,382 $ 1,349 97.6%
======= ======= ======= =====
TOTAL INVESTOR SERVICES
-----------------------
Revenue........................................... $69,997 $45,627 $24,370 53.4%
Costs and expenses:
Commissions fees and other
incentive................................... 16,146 11,631 4,515 38.8%
Operating, administrative and other............ 39,295 27,553 11,742 42.6%
Depreciation and amortization.................. 4,432 2,742 1,690 61.6%
------- ------- ------- -----
Segment operating income.......................... $10,124 $ 3,701 $ 6,423 173.5%
======= ======= ======= =====
</TABLE>
