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Telford Acquisition
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Telford Acquisition

4.

Telford Acquisition

On October 1, 2019, we acquired Telford to expand our real estate development business outside of the U.S. (Telford Acquisition). A leading developer of multifamily residential properties in the London area, Telford is reported in our Real Estate Investments segment. Telford shareholders received £3.50 per share in cash, valuing Telford at £267.1 million, or $328.5 million as of the acquisition date. The Telford Acquisition was funded with borrowings under our revolving credit facility.

The following represents a summary of the excess purchase price over the estimated fair value of net assets acquired (dollars in thousands):

 

Estimated purchase price

 

$

328,502

 

Less: Estimated fair value of net assets acquired (see table below)

 

 

297,669

 

Excess purchase price over estimated fair value of net assets

   acquired

 

$

30,833

 

 

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

 

Assets Acquired:

 

 

 

 

Cash and cash equivalents

 

$

7,896

 

Receivables

 

 

6,993

 

Contract assets, current

 

 

31,850

 

Prepaid expenses

 

 

2,704

 

Property and equipment

 

 

2,637

 

Other intangible assets

 

 

26,749

 

Operating lease assets

 

 

6,488

 

Investments in unconsolidated subsidiaries

 

 

79,667

 

Non-current contract assets

 

 

8,015

 

Real estate under development

 

 

208,402

 

Deferred tax assets, net

 

 

2,857

 

Other assets (current and non-current)

 

 

99,429

 

Total assets acquired

 

 

483,687

 

Liabilities Assumed:

 

 

 

 

Accounts payable and accrued expenses

 

 

47,552

 

Compensation and employee benefits payable

 

 

1,580

 

Accrued bonus

 

 

3,274

 

Operating lease liabilities

 

 

941

 

Contract liabilities, current

 

 

1,949

 

Income taxes payable

 

 

1,813

 

Line of credit

 

 

110,687

 

Non-current operating lease liabilities

 

 

5,547

 

Other liabilities (current and non-current)

 

 

12,675

 

Total liabilities assumed

 

 

186,018

 

Estimated Fair Value of Net Assets Acquired

 

$

297,669

 

 

In connection with the Telford Acquisition, below is a summary of the preliminary estimate of the trademark acquired (dollars in thousands):

 

 

 

 

 

 

 

 

 

As of December 31, 2019

 

Asset Class

 

Amortization

Period

 

Amount

Assigned at

Acquisition

Date

 

 

Accumulated

Amortization and Foreign Currency Translation

 

 

Net Carrying

Value

 

Trademark

 

20 years

 

$

26,749

 

 

$

1,725

 

 

$

28,474

 

 

Upon close of the Telford Acquisition, we immediately repaid the line of credit assumed from Telford.

The accompanying consolidated statement of operations for the year ended December 31, 2019 includes revenue, operating income and operational net income of $97.5 million, $1.0 million and $1.4 million, respectively, attributable to the Telford Acquisition. This does not include direct transaction and integration costs of $15.0 million and amortization expense of $0.4 million related to the trademark acquired, all of which were incurred during the year ended December 31, 2019 in connection with the Telford Acquisition.

Unaudited pro forma results, assuming the Telford Acquisition had occurred as of January 1, 2018 for purposes of the pro forma disclosures for the years ended December 31, 2019 and 2018 are presented below. They include certain adjustments for increased amortization expense related to the trademark acquired (approximately $1.0 million and $1.5 million in 2019 and 2018, respectively) as well as increased interest expense (approximately $4.1 million in 2018) associated with borrowings under our revolving credit facility used to fund the acquisition.

Pro forma adjustments also include the removal of $15.0 million of direct costs incurred by us during the year ended December 31, 2019 as well as the tax impact of all pro forma adjustments for all periods presented. 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 Telford Acquisition occurred on January 1, 2018 and may not be indicative of future operating results (dollars in thousands, except share data):

 

 

 

Year Ended December 31,

 

 

 

 

2019

 

 

 

2018

 

Revenue

 

$

24,158,427

 

 

$

21,803,506

 

Operating income

 

 

1,294,480

 

 

 

1,157,051

 

Net income attributable to CBRE Group, Inc.

 

 

1,321,097

 

 

 

1,121,469

 

Basic income per share:

 

 

 

 

 

 

 

 

Net income per share attributable to CBRE Group, Inc.

 

$

3.93

 

 

$

3.31

 

Weighted average shares outstanding for basic income per share

 

 

335,795,654

 

 

 

339,321,056

 

Diluted income per share:

 

 

 

 

 

 

 

 

Net income per share attributable to CBRE Group, Inc.

 

$

3.88

 

 

$

3.27

 

Weighted average shares outstanding for diluted income per share

 

 

340,522,871

 

 

 

343,122,741