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FacilitySource Acquisition
12 Months Ended
Dec. 31, 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. canceled and converted into the right to receive cash consideration as set forth in the Merger Agreement. The estimated net initial purchase price was approximately $266.5 million, with $263.0 million paid in cash. We financed the transaction with cash on hand and borrowings under our revolving credit facility. We completed the FacilitySource Acquisition to help us (i) build a tech-enabled supply chain capability for the occupier outsourcing industry and (ii) drive meaningfully differentiated outcomes for leading occupiers of real estate.

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

 

Estimated purchase price

 

$

266,465

 

Add: Estimated fair value of net liabilities assumed (see table below)

 

 

8,632

 

Excess purchase price over estimated fair value of net assets

   acquired

 

$

275,097

 

 

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, but do not expect any tax deductible goodwill to be significant. Given the complexity of the transaction, the calculation of the fair value of certain assets and liabilities acquired, primarily income tax items, is still preliminary. The purchase price allocation is expected to be completed as soon as practicable, but no later than one year from the acquisition date. 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

 

 

41,680

 

Other intangible assets

 

 

48,200

 

Other assets

 

 

114

 

Total assets acquired

 

 

131,000

 

Liabilities Assumed:

 

 

 

 

Accounts payable and accrued expenses

 

 

48,273

 

Accrued bonus and profit sharing

 

 

5,036

 

Compensation and employee benefits payable

 

 

1,472

 

Line of credit and term loan

 

 

26,295

 

Deferred tax liabilities, net

 

 

57,428

 

Other liabilities

 

 

1,128

 

Total liabilities assumed

 

 

139,632

 

Estimated Fair Value of Net Liabilities Assumed

 

$

(8,632

)

 

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):

 

 

 

 

 

 

 

 

 

As of December 31, 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

 

$

37,200

 

 

$

1,007

 

 

$

36,193

 

Customer relationships

 

6.67 years

 

 

11,000

 

 

 

894

 

 

 

10,106

 

Total amortizable intangible assets acquired

 

16.96 years

 

$

48,200

 

 

$

1,901

 

 

$

46,299

 

Property and Equipment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Computer software

 

10 years

 

$

38,800

 

 

$

2,102

 

 

$

36,698

 

 

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 year ended December 31, 2018 includes revenue, an operating loss and a net loss of $121.6 million, ($3.9) million and ($2.9) million, respectively attributable to the FacilitySource Acquisition. This does not include direct transaction and integration costs of $6.7 million and depreciation and amortization expense of $4.0 million related to computer software and intangible assets acquired, all of which were incurred during the year ended December 31, 2018 in connection with the FacilitySource Acquisition.

Unaudited pro forma results, assuming the FacilitySource Acquisition had occurred as of January 1, 2016 for purposes of the pro forma disclosures for the years ended December 31, 2018, 2017 and 2016 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):

 

 

 

Year Ended December 31,

 

 

 

 

2018

 

 

 

2017

 

 

 

2016

 

Depreciation expense

 

$

1,253

 

 

$

3,054

 

 

$

3,298

 

Amortization expense

 

 

1,019

 

 

 

2,190

 

 

 

2,190

 

Interest expense

 

 

2,748

 

 

 

6,098

 

 

 

6,098

 

 

Pro forma adjustments also include the removal of historical amortization of goodwill recorded by FacilitySource before we acquired them and $6.7 million of direct costs incurred by us during the year ended December 31, 2018 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, 2016 and may not be indicative of future operating results (dollars in thousands, except share data):

 

 

 

Year Ended December 31,

 

 

 

 

2018

 

 

 

2017

 

 

 

2016

 

Revenue

 

$

21,437,014

 

 

$

18,778,312

 

 

$

17,472,602

 

Operating income

 

 

1,089,738

 

 

 

1,058,834

 

 

 

794,495

 

Net income attributable to CBRE Group, Inc.

 

 

1,061,916

 

 

 

680,392

 

 

 

555,332

 

Basic income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share attributable to CBRE Group, Inc.

 

$

3.13

 

 

$

2.02

 

 

$

1.66

 

Weighted average shares outstanding for basic income per share

 

 

339,321,056

 

 

 

337,658,017

 

 

 

335,414,831

 

Diluted income per share:

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share attributable to CBRE Group, Inc.

 

$

3.09

 

 

$

2.00

 

 

$

1.64

 

Weighted average shares outstanding for diluted income per share

 

 

343,122,741

 

 

 

340,783,556

 

 

 

338,424,563