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Telford Acquisition | 12 Months Ended
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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 |

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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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