EXHIBIT 99.3
UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION
On February 15, 2011, CBRE Group, Inc. (the “Company”) announced that it had entered into definitive agreements to acquire the majority of the real estate investment management business of Netherlands-based ING Group N.V. (ING) for approximately $940 million in cash. The acquisitions include substantially all of the ING Real Estate Investment Management (REIM) operations in Europe and Asia, as well as substantially all of Clarion Real Estate Securities (CRES), its U.S.-based global real estate listed securities business (collectively referred to as ING REIM). On February 15, 2011, the Company also announced that it expected to acquire approximately $55 million of CRES co-investments from ING and potentially additional interests in other funds managed by ING REIM Europe and ING REIM Asia. Upon completion of the acquisitions (collectively referred to as the REIM Acquisitions), ING REIM became part of the Company’s Global Investment Management segment (which conducts business through its indirect wholly-owned subsidiary, CBRE Global Investors, formerly known as CBRE Investors), which will continue to be an independently operated business segment. The Company secured borrowings of $800.0 million of new term loans to finance the REIM Acquisitions. Of this amount, $400.0 million was drawn on June 30, 2011 to finance the CRES portion of the REIM Acquisitions, which closed on July 1, 2011. On August 31, 2011, the Company drew down the remaining $400.0 million, part of which was used to finance the ING REIM Asia portion of the REIM Acquisitions, which closed on October 3, 2011, and the remainder, along with cash on hand and borrowings under our revolving credit facility, was used to finance the ING REIM Europe portion of the REIM Acquisitions, which closed on October 31, 2011.
The following unaudited pro forma combined financial information is based on the historical financial statements of the Company and ING REIM which have been prepared in accordance with U.S. GAAP and IFRS, respectively. The historical financial statements of ING REIM reflect certain significant adjustments to conform with U.S. GAAP. Such adjustments primarily relate to the consolidation of certain funds, which did not require consolidation under IFRS. These funds were restructured upon the closing of the REIM Acquisitions and no longer require consolidation, which has also been reflected in the pro forma financial information presented. The unaudited pro forma balance sheet as of September 30, 2011 gives effect to the ING REIM Asia and ING REIM Europe portions of the REIM Acquisitions as if they had occurred on September 30, 2011 (the CRES portion of the REIM Acquisitions was included in the historical balance sheet of the Company as it closed on July 1, 2011). The unaudited pro forma combined statements of operations for the year ended December 31, 2010 and the nine months ended September 30, 2011 give effect to the REIM Acquisitions as if they had occurred on January 1, 2010. All of the transactions described above are collectively referred to as the “pro forma transactions.” The pro forma combined statements of operations exclude estimated nonrecurring charges of $124.9 million relating to transaction and integration-related costs the Company expects to incur within the twelve months following the REIM Acquisitions and $25.1 million of such charges incurred through September 30, 2011.
This unaudited pro forma combined financial information is presented for informational purposes only and does not purport to represent what the Company’s results of operations or financial position actually would have been had the REIM Acquisitions and the related transactions in fact occurred on the dates specified, nor does the information purport to project the Company’s results of operations or financial position for any future period or at any future date. All pro forma adjustments are based on preliminary estimates and assumptions and are subject to revision upon finalization of the purchase accounting for the REIM Acquisitions.
Once the Company has completed the valuation studies necessary to finalize the required purchase price allocations in connection with the REIM Acquisitions, the unaudited pro forma combined financial information will be subject to adjustment. Such adjustments will likely result in changes to the unaudited pro forma combined balance sheet and the unaudited pro forma combined statements of operations to reflect, among other things, the final allocation of the purchase price. There can be no assurance that such changes will not be material.
The unaudited pro forma combined financial information does not reflect any adjustments for synergies that the Company expects to realize commencing upon consummation of the REIM Acquisitions. No assurances can be made as to the amount of net cost savings, if any, that may be realized.
The unaudited pro forma combined financial information should be read in conjunction with the CBRE Group, Inc historical consolidated unaudited financial statements as of September 30, 2011 and for the nine months ended September 30, 2011 and 2010, which are included in its September 30, 2011 Quarterly Report on Form 10-Q and the CBRE Group. Inc. historical audited consolidated financial statements as of December 31, 2010 and for the year then ended which are included in its December 31, 2010 Annual Report on Form 10-K.
The unaudited pro forma combined financial information should be read in conjunction with the ING REIM historical combined unaudited financial statements as of June 30, 2011 and for the six months ended June 30, 2011, which are included as Exhibit 99.1 of this amendment No. 1 (the “Amendment”) to the Current Report on Form 8-K. In addition, the unaudited pro forma combined financial information should be read in conjunction with the ING REIM historical audited combined financial statements as of and for the year ended December 31, 2010, which are included as Exhibit 99.2 of this Amendment.
CBRE Group, Inc.
Unaudited Pro Forma Combined Balance Sheet
As of September 30, 2011
Amounts in 000’s
|
|
|
As of September 30, 2011 | ||||||||||||||||||||
|
|
|
Historical |
|
Pro Forma Adjustments |
|
| ||||||||||||||||
|
Assets |
|
CBRE Group, Inc. |
|
ING IFRS (a) |
|
U.S. GAAP |
|
Deconsolidation of |
|
Other Pro Forma |
|
Pro Forma Combined | ||||||||||
|
Cash and cash equivalents |
|
$ |
662,594 |
|
$ |
116,034 |
|
$ |
144,019 |
|
$ |
(144,019) |
|
$ |
(135,500) |
(d) |
$ |
643,128 | ||||
|
Restricted cash |
|
388,068 |
|
- |
|
- |
|
- |
|
(335,000) |
(e) |
53,068 | ||||||||||
|
Accounts receivable, net |
|
997,931 |
|
46,994 |
|
10,577 |
|
(10,577) |
|
- |
|
1,044,925 | ||||||||||
|
Warehouse receivable |
|
690,229 |
|
- |
|
- |
|
- |
|
- |
|
690,229 | ||||||||||
|
Other current assets |
|
487,089 |
|
- |
|
118,479 |
|
(115,878) |
|
1,239 |
(f) |
490,929 | ||||||||||
|
Total current assets |
|
3,225,911 |
|
163,028 |
|
273,075 |
|
(270,474) |
|
(469,261) |
|
2,922,279 | ||||||||||
|
Real estate assets |
|
525,549 |
|
- |
|
1,135,621 |
|
(1,135,621) |
|
- |
|
525,549 | ||||||||||
|
Goodwill |
|
1,581,760 |
|
- |
|
- |
|
- |
|
204,073 |
(g), (h) |
1,785,833 | ||||||||||
|
Other intangible assets, net |
|
514,662 |
|
12,315 |
|
- |
|
- |
|
288,235 |
(i) |
815,212 | ||||||||||
|
Property and equipment, net |
|
249,889 |
|
12,534 |
|
- |
|
- |
|
- |
|
262,423 | ||||||||||
|
Investments in and advances to unconsolidated subsidiaries |
|
145,882 |
|
23,976 |
|
767,285 |
|
(767,285) |
|
23,012 |
(j) |
192,870 | ||||||||||
|
Other assets, net |
|
171,450 |
|
9,124 |
|
8,242 |
|
(10,855) |
|
6,100 |
(k) |
184,061 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
|
Total Assets |
|
$ |
6,415,103 |
|
$ |
220,977 |
|
$ |
2,184,223 |
|
$ |
(2,184,235) |
|
$ |
52,159 |
|
$ |
6,688,227 | ||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
|
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
|
Accounts payable and accrued expenses |
|
$ |
495,833 |
|
$ |
124,249 |
|
$ |
121,648 |
|
$ |
(121,648) |
|
$ |
17,668 |
(f) |
$ |
637,750 | ||||
|
Compensation and employee benefits payable |
|
318,984 |
|
- |
|
- |
|
- |
|
- |
|
318,984 | ||||||||||
|
Accrued bonus and profit sharing |
|
340,907 |
|
- |
|
- |
|
- |
|
- |
|
340,907 | ||||||||||
|
Short-term borrowings |
|
718,066 |
|
- |
|
- |
|
- |
|
38,891 |
(l) |
756,957 | ||||||||||
|
Other current liabilities |
|
354,381 |
|
13,512 |
|
163,623 |
|
(163,151) |
|
- |
|
368,365 | ||||||||||
|
Total current liabilities |
|
2,228,171 |
|
137,761 |
|
285,271 |
|
(284,799) |
|
56,559 |
|
2,422,963 | ||||||||||
|
Senior secured term loans |
|
1,364,000 |
|
- |
|
- |
|
- |
|
- |
|
1,364,000 | ||||||||||
|
11.625% senior subordinated notes, net |
|
438,667 |
|
- |
|
- |
|
- |
|
- |
|
438,667 | ||||||||||
|
6.625% senior notes |
|
350,000 |
|
- |
|
- |
|
- |
|
- |
|
350,000 | ||||||||||
|
Notes payable on real estate |
|
313,576 |
|
- |
|
714,497 |
|
(714,497) |
|
- |
|
313,576 | ||||||||||
|
Other liabilities |
|
362,627 |
|
11,343 |
|
17,554 |
|
(19,495) |
|
85,359 |
(k), (m) |
457,388 | ||||||||||
|
Total Liabilities |
|
5,057,041 |
|
149,104 |
|
1,017,322 |
|
(1,018,791) |
|
141,918 |
|
5,346,594 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
|
CBRE Group, Inc. Stockholders’ Equity |
|
1,082,374 |
|
- |
|
- |
|
- |
|
(16,429) |
(f) |
1,065,945 | ||||||||||
|
ING REIM Stockholders’ Equity |
|
- |
|
71,873 |
|
1,457 |
|
- |
|
(73,330) |
(n) |
- | ||||||||||
|
Non-controlling interests |
|
275,688 |
|
- |
|
1,165,444 |
|
(1,165,444) |
|
- |
|
275,688 | ||||||||||
|
Total Equity |
|
1,358,062 |
|
71,873 |
|
1,166,901 |
|
(1,165,444) |
|
(89,759) |
|
1,341,633 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||
|
Total Liabilities and Equity |
|
$ |
6,415,103 |
|
$ |
220,977 |
|
$ |
2,184,223 |
|
$ |
(2,184,235) |
|
$ |
52,159 |
|
$ |
6,688,227 | ||||
Notes to Unaudited Pro Forma Combined Balance Sheet as of September 30, 2011
(a) Certain reclassifications, which do not have an effect on net income or equity, have been made to ING’s historical balance sheet as of September 30, 2011 to conform to the Company’s presentation.
(b) Represents certain significant adjustments to convert ING REIM Asia and ING REIM Europe’s historical financial statements from IFRS to U.S. GAAP, which primarily relate to the consolidation of certain funds required under U.S. GAAP.
(c) Reflects the deconsolidation of certain funds previously consolidated under U.S. GAAP, but which have been restructured upon the closing of the REIM Acquisitions and no longer require consolidation.
(d) Reflects the net effect of the pro forma transactions on cash and cash equivalents as follows:
|
|
|
(in thousands) | ||
|
Sources: |
|
|
| |
|
Restricted cash |
|
$ |
335,000 |
|
|
Revolving credit facility |
|
38,891 |
| |
|
Total sources |
|
373,891 |
| |
|
|
|
|
| |
|
Uses: |
|
|
| |
|
Purchase of ING REIM Asia on October 3, 2011 |
|
(43,836 |
) | |
|
Purchase of ING REIM Asia co-investments on October 3, 2011 |
|
(15,639 |
) | |
|
Purchase of ING REIM Europe on October 31, 2011 |
|
(442,543 |
) | |
|
Purchase of ING REIM Europe co-investments on October 31, 2011 |
|
(7,373 |
) | |
|
Total uses |
|
(509,391 |
) | |
|
|
|
|
| |
|
Change in cash and cash equivalents |
|
$ |
(135,500 |
) |
The CRES portion of the REIM Acquisitions closed on July 1, 2011 and is therefore not included above as it is included in the Company’s historical balance sheet at September 30, 2011. The purchase price for the CRES portion of the REIM Acquisitions was $323.9 million. The Company also acquired CRES co-investments from ING in three funds (CRES Funds) for an aggregate purchase price of $58.6 million. The Company utilized borrowings under the tranche D term loan facility of its Credit Agreement to finance the CRES portions of the REIM Acquisitions.
(e) Reflects utilization of amounts held in escrow at September 30, 2011 stemming from borrowings under the Company’s tranche C term loan facility to finance the acquisitions of ING REIM Asia and ING REIM Europe.
(f) Represents accrual of $17.7 million of direct costs incurred from October 1st through the dates ING REIM Asia and ING REIM Europe closed, net of estimated tax benefit of $1.2 million.
(g) The total purchase price for the ING REIM Asia and ING REIM Europe acquisitions has been allocated to the assets acquired and liabilities assumed based upon their respective estimated fair values. A preliminary allocation of the purchase prices has been made to the major categories of assets and liabilities in the unaudited pro forma combined balance sheet. The final allocation of the purchase price may result in significant differences from the pro forma amounts included in these unaudited pro forma combined financial statements. The following represents the calculation of the purchase price of the ING REIM Asia and ING REIM Europe acquisitions and the excess purchase price over the estimated fair value of net assets acquired:
|
|
|
(in thousands) | ||
|
Purchase of ING REIM Asia on October 3, 2011 |
|
$ |
43,836 |
|
|
Purchase of ING REIM Europe on October 31, 2011 |
|
442,543 |
| |
|
Total purchase price |
|
486,379 |
| |
|
|
|
|
| |
|
Less: estimated fair value of net assets acquired (see table below) |
|
263,207 |
| |
|
|
|
|
| |
|
Excess purchase price over estimated fair value of net assets acquired |
|
$ |
223,172 |
|
The preliminary allocation of the purchase price to the assets and liabilities of ING REIM Asia and ING REIM Europe is comprised of the following:
|
Assets: |
|
(in thousands) | ||
|
Current assets |
|
$ |
165,630 |
|
|
Property & equipment |
|
12,534 |
| |
|
Other intangible assets |
|
268,850 |
| |
|
Other assets |
|
30,488 |
| |
|
Total Assets |
|
$ |
477,502 |
|
|
|
|
|
| |
|
Liabilities: |
|
|
| |
|
Current liabilities |
|
$ |
138,234 |
|
|
All other liabilities |
|
76,061 |
| |
|
Total Liabilities |
|
$ |
214,295 |
|
|
|
|
|
| |
|
Estimated fair value of net assets acquired |
|
$ |
263,207 |
|
As previously mentioned, the CRES portion of the REIM Acquisitions closed on July 1, 2011. The total purchase price for the CRES portion of the REIM Acquisitions was included in the Company’s historical financial statements at September 30, 2011 and allocated to the assets acquired and liabilities assumed based upon their respective estimated fair values. A preliminary allocation of the purchase price was made to the major categories of assets and liabilities. The final allocation of the purchase price may result in significant differences from the pro forma amounts included in these unaudited pro forma combined financial statements. The following represents the calculation of the purchase price of the CRES Acquisition and the excess purchase price over the estimated fair value of net assets acquired included in the Company’s balance sheet at September 30, 2011:
|
|
|
(in thousands) |
| |
|
Purchase of CRES on July 1, 2011 |
|
$ |
323,896 |
|
|
Purchase of CRES co-investments on July 1, 2011 |
|
58,566 |
| |
|
Total purchase price of CRES |
|
$ |
382,462 |
|
|
|
|
|
| |
|
Less: estimated fair value of net assets acquired (see table below) |
|
159,062 |
| |
|
|
|
|
| |
|
Excess purchase price over estimated fair value of net assets acquired |
|
$ |
223,400 |
|
The preliminary allocation of the purchase price to the assets and liabilities of CRES included in the Company’s historical balance sheet at September 30, 2011 was comprised of the following:
|
Assets: |
|
|
(in thousands) |
| |
|
Current assets |
|
|
$ |
209,595 |
|
|
Property & equipment |
|
|
1,796 |
| |
|
Other intangible assets |
|
|
156,400 |
* | |
|
Trading securities |
|
|
235,285 |
| |
|
Other assets |
|
|
1,341 |
| |
|
Total Assets |
|
|
$ |
604,417 |
|
|
|
|
|
|
| |
|
Liabilities: |
|
|
|
| |
|
Current liabilities |
|
|
$ |
199,897 |
|
|
Deferred tax liabilities, net |
|
|
62,560 |
* | |
|
Total Liabilities |
|
|
$ |
262,457 |
|
|
|
|
|
|
| |
|
Non-controlling interests |
|
|
$ |
182,898 |
|
|
|
|
|
|
| |
|
Estimated fair value of net assets acquired |
|
|
$ |
159,062 |
|
* Other intangible assets and deferred tax liabilities, net acquired in the CRES acquisition have been increased to $188.1 million and $75.2 million, respectively, after further analysis was completed during the fourth quarter of 2011. Increases to other intangible assets and deferred tax liabilities, net of $31.7 million and $12.6 million, respectively, have been included in the other pro forma adjustments at September 30, 2011.
(h) The adjustments to goodwill are comprised of the following:
|
|
|
|
(in thousands) |
| |
|
|
|
|
|
|
|
|
Excess purchase price over estimated fair value of net assets acquired for ING REIM Asia and ING REIM Europe acquisitions |
|
|
$ |
223,172 |
|
|
Adjustment of other intangible assets acquired relative to acquisition of CRES on July 1, 2011 |
|
|
(31,700 |
) | |
|
Adjustment of deferred tax liabilities related to adjustment of intangibles assets acquired in connection with CRES acquisition |
|
|
12,601 |
| |
|
Net pro forma adjustments to goodwill |
|
|
$ |
204,073 |
|
(i) The adjustments to other intangible assets are comprised of the following:
|
|
|
|
(in thousands) |
| |
|
Preliminary fair value of ING REIM Asia and ING REIM Europe’s asset management contracts acquired with indefinite useful lives |
|
|
$ |
191,250 |
|
|
Preliminary fair value of ING REIM Asia and ING REIM Europe’s asset management contracts acquired with definite useful lives |
|
|
65,850 |
| |
|
Preliminary fair value of ING REIM Asia and ING REIM Europe’s covenants not to compete acquired |
|
|
11,750 |
| |
|
Adjustment to fair value of intangibles acquired as part of the CRES acquisition on July 1, 2011 |
|
|
31,700 |
| |
|
Write-off of historical ING REIM Europe’s other intangibles |
|
|
(12,315 |
) | |
|
Net pro forma adjustments to other intangible assets |
|
|
$ |
288,235 |
|
Asset management contracts with indefinite useful lives represent intangible assets relating to existing ING relationships with open-end funds. Asset management contracts with definite useful lives represent intangibles assets relating to existing ING relationships with closed-end and separate accounts, which are being amortized over estimated useful lives of up to ten years. The covenants not to compete relate to agreements with certain individuals and other related parties and are being amortized over estimated useful lives of up to two years.
In connection with the CRES Acquisition, intangible assets of $188.1 million were identified, $156.4 million of which were included in the Company’s historical balance sheet at September 30, 2011. These intangibles include a trademark for the “CRES” name, asset management contracts and covenants not to compete. The trademark and asset management contracts deemed to have indefinite useful lives are not being amortized. Asset management contracts with definite useful lives represent intangible assets relating to existing CRES relationships with sub-managed and separate accounts, which are being amortized over estimated useful lives of up to 13 years. The covenants not to compete relate to agreements with related parties that are being amortized over estimated useful lives of up to three years.
(j) Reflects the acquisition of three ING REIM Asia co-investments from ING for an aggregate amount of $15.6 million and $7.4 million of co-investments acquired in connection with the acquisition of ING REIM Europe.
(k) Includes $6.1 million of additional FIN 48 liability related to CRES, which is subject to indemnification. Indemnification asset of $6.1 million is included in other assets, net with a corresponding FIN 48 liability included within other liabilities.
(l) Reflects utilization of borrowings under the Company’s Revolving Credit Facility to partially fund the acquisition of ING REIM Europe.
(m) Includes $79.3 million of deferred tax liabilities associated with intangible assets acquired in the REIM Acquisitions.
(n) Reflects the elimination of ING REIM Asia and ING REIM Europe’s historical equity.
CBRE Group, Inc.
Unaudited Pro Forma Combined Statement of Operations
For the Year Ended December 31, 2010
(in thousands, except share data)
|
|
|
Year Ended December 31, 2010 |
| ||||||||||||||||
|
|
|
Historical |
|
Pro Forma Adjustments |
|
|
| ||||||||||||
|
|
|
CBRE Group, Inc. |
|
ING IFRS (a) |
|
U.S. GAAP |
|
Deconsolidation |
|
Other Pro Forma |
|
Pro Forma Combined |
| ||||||
|
Revenue |
|
$ |
5,115,316 |
|
$ |
307,160 |
|
$ |
141,465 |
|
$ |
(146,096) |
|
$ |
(3,008) |
(d) |
$ |
5,414,837 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Cost of services |
|
2,960,170 |
|
– |
|
– |
|
– |
|
– |
|
2,960,170 |
| ||||||
|
Operating expenses |
|
1,607,682 |
|
239,882 |
|
110,958 |
|
(98,513) |
|
(881) |
(e), (f) |
1,859,128 |
| ||||||
|
Depreciation and amortization |
|
108,381 |
|
6,934 |
|
– |
|
– |
|
26,734 |
(g) |
142,049 |
| ||||||
|
Total costs and expenses |
|
4,676,233 |
|
246,816 |
|
110,958 |
|
(98,513) |
|
25,853 |
|
4,961,347 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Gain on disposition of real estate |
|
7,296 |
|
– |
|
– |
|
– |
|
– |
|
7,296 |
| ||||||
|
Operating income |
|
446,379 |
|
60,344 |
|
30,507 |
|
(47,583) |
|
(28,861) |
|
460,786 |
| ||||||
|
Equity income from unconsolidated subsidiaries |
|
26,561 |
|
7,184 |
|
75,326 |
|
(75,326) |
|
– |
|
33,745 |
| ||||||
|
Other income |
|
– |
|
1,222 |
|
42,620 |
|
(30,858) |
|
– |
|
12,984 |
| ||||||
|
Interest income |
|
8,416 |
|
1,086 |
|
16,141 |
|
(14,831) |
|
– |
|
10,812 |
| ||||||
|
Interest expense |
|
191,151 |
|
38 |
|
87,478 |
|
(87,478) |
|
32,409 |
(h) |
223,598 |
| ||||||
|
Write-off of financing costs |
|
18,148 |
|
– |
|
– |
|
– |
|
– |
|
18,148 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Income from continuing operations before nonrecurring charges directly related to the REIM Acquisitions and provision for (benefit of) income taxes |
|
272,057 |
|
69,798 |
|
77,116 |
|
(81,120) |
|
(61,270) |
|
276,581 |
| ||||||
|
Provision for (benefit of) income taxes |
|
130,368 |
|
25,069 |
|
3,181 |
|
(2,961) |
|
(20,794) |
(i) |
134,863 |
| ||||||
|
Income from continuing operations before nonrecurring charges directly related to the REIM Acquisitions |
|
141,689 |
|
44,729 |
|
73,935 |
|
(78,159) |
|
(40,476) |
|
141,718 |
| ||||||
|
Less: Net income attributable to non-controlling interests |
|
(49,777) |
|
– |
|
75,123 |
|
(78,159) |
|
– |
|
(52,813) |
| ||||||
|
Income from continuing operations before nonrecurring charges directly related to the REIM Acquisitions attributable to CBRE Group, Inc. |
|
$ |
191,466 |
|
$ |
44,729 |
|
$ |
(1,188) |
|
$ |
– |
|
$ |
(40,476) |
|
$ |
194,531 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Basic earnings per share from continuing operations |
|
$ |
0.61 |
|
|
|
|
|
|
|
|
|
$ |
0.62 |
| ||||
|
Weighted average shares outstanding for basic earnings per share |
|
313,873,439 |
|
|
|
|
|
|
|
|
|
313,873,439 |
| ||||||
|
Diluted earnings per share from continuing operations |
|
$ |
0.60 |
|
|
|
|
|
|
|
|
|
$ |
0.61 |
| ||||
|
Weighted average shares outstanding for diluted earnings per share |
|
319,016,887 |
|
|
|
|
|
|
|
|
|
319,016,887 |
| ||||||
Notes to Unaudited Pro Forma Combined Statement of Operations
For the Year Ended December 31, 2010
(a) Certain reclassifications, which do not have an effect on net income or equity, have been made to ING’s historical statement of operations for the year ended December 31, 2010 to conform to the Company’s presentation.
(b) Represents certain significant adjustments to convert ING REIM Asia and ING REIM Europe’s historical financial statements from IFRS to U.S. GAAP, which primarily relate to the consolidation of certain funds required under U.S. GAAP.
(c) Reflects the deconsolidation of certain funds previously consolidated under U.S. GAAP, but which have been restructured upon the closing of the REIM Acquisitions and no longer require consolidation.
(d) Represents adjustment to revenue related to a fund’s management contract, which was not purchased by CBRE Group, Inc. The Company currently pays 30% of net asset management fees earned from management of this fund to ING.
(e) As part of the acquisition of CRES on July 1, 2011, certain key members of CRES management were issued Class B units of CBRE Clarion Securities LLC, a subsidiary of CBRE Group, Inc. Pro forma operating expenses for the year ended December 31, 2010 reflect an increase of $2.6 million related to these Class B units.
(f) Removes $3.5 million of direct costs incurred by the Company during the year ended December 31, 2010 in connection with the REIM Acquisitions.
(g) The increase in pro forma depreciation and amortization expense as a result of the pro forma transactions is as follows:
|
|
|
In thousands |
| |
|
Amortization expense relating to intangibles acquired in the REIM Acquisitions |
|
$ |
28,611 |
|
|
Less: Historical amortization expense of ING related to other intangible assets that were written off at the time of the acquisition by CBRE Group, Inc. |
|
(1,877) |
| |
|
Net increase in depreciation and amortization expense |
|
$ |
26,734 |
|
(h) The increase in pro forma interest expense as a result of the pro forma transactions is as follows:
|
|
|
In thousands |
| |
|
Interest on $400.0 million tranche C term loan facililty at 3.4958% per annum, which represents the weighted average interest rate on this debt at September 30, 2011. |
|
$ |
13,913 |
|
|
Interest on $400.0 million tranche D term loan facililty at 3.7423% per annum, which represents the weighted average interest rate on this debt at September 30, 2011. |
|
14,894 |
| |
|
Interest on $38.9 million of borrowings under the Company’s revolving credit facility utilized to partially finance the acquisition of ING REIM Europe. |
|
915 |
| |
|
Amortization of deferred financing costs over term of each respective debt instrument |
|
2,687 |
| |
|
|
|
$ |
32,409 |
|
(i) To record the tax effect of the other pro forma adjustments.
CBRE Group, Inc.
Unaudited Pro Forma Combined Statement of Operations
For the Nine Months Ended September 30, 2011
(in thousands, except share data)
|
|
|
Nine Months Ended September 30, 2011 |
| ||||||||||||||||
|
|
|
Historical |
|
Pro Forma Adjustments |
|
|
| ||||||||||||
|
|
|
CBRE Group, Inc. |
|
ING IFRS (a) |
|
U.S. GAAP |
|
Deconsolidation |
|
Other Pro Forma |
|
Pro Forma |
| ||||||
|
Revenue |
|
$ |
4,141,786 |
|
$ |
220,727 |
|
$ |
79,931 |
|
$ |
(81,650) |
|
$ |
(2,283) |
(d) |
$ |
4,358,511 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Costs and expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Cost of services |
|
2,448,184 |
|
- |
|
- |
|
- |
|
- |
|
2,448,184 |
| ||||||
|
Operating expenses |
|
1,279,019 |
|
171,280 |
|
21,926 |
|
(17,676) |
|
(26,624) |
(e), (f) |
1,427,925 |
| ||||||
|
Depreciation and amortization |
|
79,871 |
|
4,738 |
|
- |
|
- |
|
14,499 |
(g) |
99,108 |
| ||||||
|
Total costs and expenses |
|
3,807,074 |
|
176,018 |
|
21,926 |
|
(17,676) |
|
(12,125) |
|
3,975,217 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Gain on disposition of real estate |
|
11,594 |
|
- |
|
- |
|
- |
|
- |
|
11,594 |
| ||||||
|
Operating income |
|
346,306 |
|
44,709 |
|
58,005 |
|
(63,974) |
|
9,842 |
|
394,888 |
| ||||||
|
Equity income from unconsolidated subsidiaries |
|
38,961 |
|
3,896 |
|
58,139 |
|
(58,139) |
|
- |
|
42,857 |
| ||||||
|
Other (loss) income |
|
(5,809) |
|
1,999 |
|
(78,335) |
|
94,830 |
|
- |
|
12,685 |
| ||||||
|
Interest income |
|
7,063 |
|
739 |
|
7,496 |
|
(7,130) |
|
- |
|
8,168 |
| ||||||
|
Interest expense |
|
107,014 |
|
46 |
|
3,792 |
|
(3,792) |
|
18,662 |
(h) |
125,722 |
| ||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Income from continuing operations before nonrecurring charges directly related to the REIM Acquisitions and provision for (benefit of) income taxes |
|
279,507 |
|
51,297 |
|
41,513 |
|
(30,621) |
|
(8,820) |
|
332,876 |
| ||||||
|
Provision for (benefit of) income taxes |
|
117,032 |
|
19,457 |
|
2,058 |
|
(2,096) |
|
(4,816) |
(i) |
131,635 |
| ||||||
|
Income from continuing operations before nonrecurring charges directly related to the REIM Acquisitions |
|
162,475 |
|
31,840 |
|
39,455 |
|
(28,525) |
|
(4,004) |
|
201,241 |
| ||||||
|
Less: Net income attributable to non-controlling interests |
|
3,076 |
|
- |
|
39,553 |
|
(28,525) |
|
- |
|
14,104 |
| ||||||
|
Income from continuing operations before nonrecurring charges directly related to the REIM Acquisitions attributable to CBRE Group, Inc. |
|
$ |
159,399 |
|
$ |
31,840 |
|
$ |
(98) |
|
$ |
- |
|
$ |
(4,004) |
|
$ |
187,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||
|
Basic earnings per share from continuing operations |
|
$ |
0.50 |
|
|
|
|
|
|
|
|
|
$ |
0.59 |
| ||||
|
Weighted average shares outstanding for basic earnings per share |
|
317,718,150 |
|
|
|
|
|
|
|
|
|
317,718,150 |
| ||||||
|
Diluted earnings per share from continuing operations |
|
$ |
0.49 |
|
|
|
|
|
|
|
|
|
$ |
0.58 |
| ||||
|
Weighted average shares outstanding for diluted earnings per share |
|
323,584,637 |
|
|
|
|
|
|
|
|
|
323,584,637 |
| ||||||
Notes to Unaudited Pro Forma Combined Statement of Operations
For the Nine Months Ended September 30, 2011
(a) Certain reclassifications, which do not have an effect on net income or equity, have been made to ING’s historical statement of operations for the nine months ended September 30, 2011 to conform to the Company’s presentation.
(b) Represents certain significant adjustments to convert ING REIM Asia and ING REIM Europe’s historical financial statements from IFRS to U.S. GAAP, which primarily relate to the consolidation of certain funds required under U.S. GAAP.
(c) Reflects the deconsolidation of certain funds previously consolidated under U.S. GAAP, but which have been restructured upon the closing of the REIM Acquisitions and no longer require consolidation.
(d) Represents adjustment to revenue related to a fund’s management contract, which was not purchased by CBRE Group, Inc. The Company currently pays 30% of net asset management fees earned from management of this fund to ING.
(e) As part of the acquisition of CRES on July 1, 2011, certain key members of CRES management were issued Class B units of CBRE Clarion Securities LLC, a subsidiary of CBRE Group, Inc. Pro forma operating expenses for the nine months ended September 30, 2011 reflect an increase of $1.0 million related to these Class B units, with consideration given to what was already expensed in CBRE Group, Inc.’s historical financial statements during the three months ended September 30, 2011. Total expense relating to the Class B units of $1.9 million has been included in the pro forma combined statement of operations for the nine months ended September 30, 2011.
(f) Removes direct costs incurred by the Company and ING REIM of $21.7 million and $5.9 million, respectively, during the nine months ended September 30, 2011 in connection with the REIM Acquisitions.
(g) The increase in pro forma depreciation and amortization expense as a result of the pro forma transactions is as follows:
|
|
|
In thousands |
| |
|
Amortization expense relating to intangibles acquired in the REIM Acquisitions |
|
$ |
19,070 |
|
|
Less: Historical amortization expense of CBRE Group, Inc. relating to intangibles acquired in the CRES acquisition |
|
(3,123) |
| |
|
Less: Historical amortization expense of ING related to other intangible assets that were written off at the time of the acquisition by CBRE Group, Inc. |
|
(1,448) |
| |
|
Net increase in depreciation and amortization expense |
|
$ |
14,499 |
|
(h) The increase in pro forma interest expense as a result of the pro forma transactions is as follows:
|
|
|
In thousands |
| |
|
Interest on $400.0 million tranche C term loan facililty at 3.4958% per annum, which represents the weighted average interest rate on this debt at September 30, 2011 for the nine months ended September 30, 2011 |
|
$ |
10,343 |
|
|
Interest on $400.0 million tranche D term loan facililty at 3.7423% per annum, which represents the weighted average interest rate on this debt at September 30, 2011 for the nine months ended September 30, 2011 |
|
11,073 |
| |
|
Interest on $38.9 million of borrowings under the Company’s revolving credit facility utilized to partially finance the acquisition of ING REIM Europe |
|
686 |
| |
|
Amortization of deferred financing costs over term of each respective debt instrument for the nine months ended September 30, 2011 |
|
2,036 |
| |
|
Less: Historical interest on $400.0 million tranche C term loan facility |
|
(1,196) |
| |
|
Less: Historical interest on $400.0 million tranche D term loan facility |
|
(3,959) |
| |
|
Less: Historical amortization of deferred financing costs |
|
(321) |
| |
|
Net increase in interest expense |
|
$ |
18,662 |
|
(i) To record the tax effect of the other pro forma adjustments.