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FacilitySource Acquisition | 9 Months Ended
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Sep. 30, 2018
Business Combinations [Abstract] |
FacilitySource Acquisition |
4. | FacilitySource Acquisition
On June 12, 2018, CBRE Jason Acquisition LLC (Merger Sub), our wholly-owned subsidiary, and FacilitySource Holdings, LLC (FacilitySource), WP X Finance, LP and Warburg Pincus X Partners, LP (collectively, the Stockholders) entered into a stock purchase agreement and plan of merger (the Merger Agreement). As part of the Merger Agreement, (i) we purchased from the Stockholders all the outstanding shares of capital stock of FS WP Holdco, Inc (Blocker Corp), which owned 1,686,013 Class A units (the Blocker Units) and (ii) immediately following the acquisition of Blocker Corp, Merger Sub merged with FacilitySource, with FacilitySource continuing as the surviving company and our wholly-owned subsidiary within our Americas segment (the FacilitySource Acquisition), with the remaining Blocker Units not held by Blocker Corp. cancelled and converted into the right to receive cash consideration as set forth in the Merger Agreement. The estimated net initial purchase price was approximately $265.5 million, with $262.0 million paid in cash, plus adjustments for working capital and other items. We financed the transaction with cash on hand and borrowings under our revolving credit facility. We completed the FacilitySource Acquisition to help us (i) build a tech-enabled supply chain capability that is unique for the occupier outsourcing industry and (ii) drive meaningfully differentiated outcomes for leading occupiers of real estate. 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 |  | $ | 265,465 |
Less: Estimated fair value of net assets acquired (see table below) |  |  | (47,118 | )
Excess purchase price over estimated fair value of net assets acquired |  | $ | 218,347 |
The preliminary purchase accounting related to the FacilitySource 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 FacilitySource Acquisition consists largely of the synergies and economies of scale expected from combining the operations acquired from FacilitySource with ours. We are currently assessing if any portion of the goodwill recorded in connection with the FacilitySource Acquisition will be deductible for tax purposes. Given the complexity of the transaction, the calculation of the fair value of certain assets and liabilities acquired, primarily intangible assets, computer software 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 FacilitySource Acquisition (dollars in thousands):
Assets Acquired: |  |  |  |
Cash and cash equivalents |  | $ | 2,627 |
Receivables, net |  |  | 37,902 |
Prepaid expenses |  |  | 477 |
Property and equipment |  |  | 54,730 |
Other intangible assets |  |  | 64,400 |
Other assets |  |  | 114 |
Total assets acquired |  |  | 160,250 |
Liabilities Assumed: |  |  |  |
Accounts payable and accrued expenses |  |  | 48,278 |
Compensation and employee benefits payable |  |  | 1,472 |
Accrued bonus and profit sharing |  |  | 5,036 |
Line of credit and term loan |  |  | 26,295 |
Deferred tax liability |  |  | 30,923 |
Other liabilities |  |  | 1,128 |
Total liabilities assumed |  |  | 113,132 |
Estimated Fair Value of Net Assets Acquired |  | $ | 47,118 |
The following is a summary of the preliminary estimate of the amortizable intangible assets and depreciable computer software acquired in connection with the FacilitySource Acquisition (dollars in thousands):
|  |  |  |  |  |  |  | At September 30, 2018 |
Asset Class |  | Weighted Average Amortization/ Depreciation Period |  | Amount Assigned at Acquisition Date |  |  | Accumulated Amortization and Depreciation |  |  | Net Carrying Value |
Intangibles: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Trade name |  | 20 years |  | $ | 38,950 |  |  | $ | 568 |  |  | $ | 38,382 |
Customer relationships |  | 6.67 years |  |  | 25,450 |  |  |  | 780 |  |  |  | 24,670 |
Total amortizable intangible assets acquired |  | 14.7 years |  | $ | 64,400 |  |  | $ | 1,348 |  |  | $ | 63,052 |
Property and Equipment: |  |  |  |  |  |  |  |  |  |  |  |  |  |
Computer software |  | 10 years |  | $ | 51,850 |  |  | $ | 1,512 |  |  | $ | 50,338 |
Upon close of the FacilitySource Acquisition, we immediately repaid the line of credit and term loan assumed from FacilitySource. The accompanying consolidated statement of operations for the three months ended September 30, 2018 include revenue, an operating loss and a net loss of $54.9 million, ($2.2) million and ($1.6) million, respectively, and for the nine months ended September 30, 2018 include revenue, an operating loss and a net loss of $67.5 million, ($2.4) million and ($1.8) million, respectively, attributable to the FacilitySource Acquisition. This does not include direct transaction and integration costs of $4.4 million and $4.6 million and depreciation and amortization expense of $2.3 million and $2.9 million, respectively, related to computer software and intangible assets acquired, all of which were incurred during both the three and nine months ended September 30, 2018 in connection with the FacilitySource Acquisition. Unaudited pro forma results, assuming the FacilitySource Acquisition had occurred as of January 1, 2017 for purposes of the pro forma disclosures for the three and nine months ended September 30, 2018 and 2017, are presented below. They include certain adjustments for increased depreciation and amortization expense related to acquired computer software and intangible assets as well as increased interest expense associated with borrowings under our revolving credit facility used to fund the acquisition, as follows (dollars in thousands):
|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 30, |  |  | September 30, |
|  | 2018 |  |  | 2017 |  |  | 2018 |  |  | 2017 |
Depreciation expense |  | $ | — |  |  | $ | 1,090 |  |  | $ | 2,377 |  |  | $ | 3,269 |
Amortization expense |  |  | — |  |  |  | 1,441 |  |  |  | 2,976 |  |  |  | 4,324 |
Interest expense |  |  | — |  |  |  | 1,525 |  |  |  | 2,769 |  |  |  | 4,574 |
Pro forma adjustments also include the removal of $4.4 million and $4.6 million of direct costs incurred by us during the three and nine months ended September 30, 2018, respectively, 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 FacilitySource Acquisition occurred on January 1, 2017 and may not be indicative of future operating results (dollars in thousands, except share data):
|  | Three Months Ended |  |  | Nine Months Ended |
|  | September 30, |  |  | September 30, |
|  | 2018 |  |  | 2017 |  |  | 2018 |  |  | 2017 |
Revenue |  | $ | 5,260,954 |  |  | $ | 4,675,977 |  |  | $ | 15,143,266 |  |  | $ | 13,421,277 |
Operating income |  |  | 194,155 |  |  |  | 231,975 |  |  |  | 623,771 |  |  |  | 651,553 |
Net income attributable to CBRE Group, Inc. |  |  | 293,726 |  |  |  | 193,666 |  |  |  | 663,247 |  |  |  | 521,621 |
Basic income per share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net income per share attributable to CBRE Group, Inc. |  | $ | 0.87 |  |  | $ | 0.57 |  |  | $ | 1.96 |  |  | $ | 1.55 |
Weighted average shares outstanding for basic income per share |  |  | 339,477,316 |  |  |  | 337,948,324 |  |  |  | 339,151,807 |  |  |  | 337,280,914 |
Diluted income per share: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net income per share attributable to CBRE Group, Inc. |  | $ | 0.85 |  |  | $ | 0.57 |  |  | $ | 1.93 |  |  | $ | 1.53 |
Weighted average shares outstanding for diluted income per share |  |  | 343,733,947 |  |  |  | 341,186,431 |  |  |  | 343,267,240 |  |  |  | 340,502,432 |

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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