Attached files
file | filename |
---|---|
8-K/A - FORM 8-K/A - APOLLO EDUCATION GROUP INC | p16093e8vkza.htm |
EX-23.1 - EX-23.1 - APOLLO EDUCATION GROUP INC | p16093exv23w1.htm |
EX-99.3 - EX-99.3 - APOLLO EDUCATION GROUP INC | p16093exv99w3.htm |
Exhibit 99.4
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On July 30, 2009, Apollo UK Acquisition Company Limited (Acquisition Company) completed the
acquisition of the entire issued and to be issued ordinary share capital of BPP Holdings plc
(BPP), a company registered in England and Wales, for a cash purchase price of 620 pence per
share. Acquisition Company is a wholly-owned subsidiary of Apollo Global, Inc. (Apollo Global),
which is a majority-owned subsidiary of Apollo Group, Inc. (Apollo Group).
The following unaudited pro forma condensed combined balance sheet as of May 31, 2009 and the
unaudited pro forma condensed combined statements of income for the fiscal year ended August 31,
2008 and for the nine months ended May 31, 2009 are prepared from the historical financial
statements of Apollo Group and BPP after giving effect to the acquisition of BPP and after applying
the assumptions, reclassifications and adjustments described in the accompanying notes to the
unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed
combined balance sheet is presented as if the acquisition of BPP had occurred on May 31, 2009 (the
end of the registrants third quarter of fiscal year 2009) and the unaudited pro forma condensed
combined statements of income are presented as if the acquisition had occurred on September 1, 2007
(beginning of the registrants fiscal year 2008).
Apollo Group and BPP have different fiscal year ends. Accordingly, the unaudited pro forma
condensed combined balance sheet as of May 31, 2009 combines:
| Apollo Groups historical unaudited condensed consolidated balance sheet as of May 31, 2009, and | ||
| BPPs historical unaudited condensed consolidated balance sheet as of June 30, 2009. |
The unaudited pro forma condensed combined statement of income for the fiscal year ended August 31,
2008 combines:
| the audited historical results of Apollo Group for the fiscal year ended August 31, 2008, and | ||
| the unaudited historical results of BPP for the twelve months ended June 30, 2008. |
The unaudited pro forma condensed combined statement of income for the nine months ended May 31,
2009 combines:
| the unaudited historical results of Apollo Group for the nine months ended May 31, 2009, and | ||
| the unaudited historical results of BPP for the nine months ended June 30, 2009. |
The unaudited pro forma condensed combined financial statements have been prepared from, and should
be read in conjunction with, the following historical consolidated financial statements and
accompanying notes contained in:
| Apollo Groups Annual Report on Form 10-K for its fiscal year ended August 31, 2008, | ||
| Apollo Groups Quarterly Report on Form 10-Q for its quarter ended May 31, 2009, and | ||
| BPPs financial statements and related footnotes for its fiscal year ended December 31, 2008, included as Exhibit 99.3, to this Form 8-K/A. |
Since we will adopt the provisions of Statement of Financial Accounting Standards (SFAS) No.
141(R), Business Combinations, codified as ASC 805, Business Combinations, effective September 1,
2009, we have accounted for the BPP acquisition under the purchase method of accounting in
accordance with SFAS No. 141, Business Combinations. Accordingly, the total estimated purchase
price, calculated as described in Note 1 to these unaudited pro forma condensed combined financial
statements, has been allocated on a preliminary basis to assets acquired and liabilities assumed in
connection with the acquisition based on their estimated fair values as of June 30, 2009. These
allocations reflect various preliminary estimates and analyses and are subject to revision as we
finalize the valuation of intangible assets, property and equipment and as additional information
about the fair value of other assets and
liabilities becomes available. We expect our analysis to be completed within the allocation period
allowed under SFAS 141.
The unaudited pro forma condensed combined financial information included herein is prepared
pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Certain
information and certain footnote disclosures normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States (U.S. GAAP) have
been condensed or omitted pursuant to these rules and regulations; however, management believes
that the disclosures are adequate to make the information presented not misleading.
The unaudited pro forma condensed combined financial information included herein is prepared using
the assumptions described below and in the Notes to Unaudited Pro Forma Condensed Combined
Financial Statements. The historical financial information has been adjusted to give effect to pro
forma events that are directly attributable to the acquisition as described in Note 3 of the
accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements. The unaudited
pro forma condensed combined financial information does not include certain costs savings or
operating synergies (or costs associated with realizing such savings or synergies) that may result
from the acquisition.
The unaudited pro forma condensed combined financial statements have been prepared for illustrative
purposes only and reflect preliminary estimates and assumptions based on information available at
the time of the preparation, including preliminary fair value estimates of the assets acquired and
net liabilities assumed as discussed above. The unaudited pro forma condensed combined financial
statements are not intended to represent or be indicative of the consolidated results of operations
or financial condition of Apollo Group that would have been reported had the acquisition been
completed as of the dates presented and should not be taken as representative of the future
consolidated results of operations or financial condition of Apollo Group.
2
APOLLO GROUP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of May 31, 2009
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of May 31, 2009
Historical | ||||||||||||||||||||||||
Reclassifications to | ||||||||||||||||||||||||
Apollo Group, Inc. | BPP Holdings plc | Conform to Apollo | Pro Forma | Pro Forma | ||||||||||||||||||||
($ in thousands) | May 31, 2009 | June 30, 2009 | Group Presentation | Adjustments | Combined | |||||||||||||||||||
ASSETS: |
||||||||||||||||||||||||
Current assets |
||||||||||||||||||||||||
Cash and cash equivalents |
$ | 795,699 | $ | 5,037 | $ | | $ | (356,163 | ) | A | $ | 444,573 | ||||||||||||
Restricted cash and cash equivalents |
489,619 | | | | 489,619 | |||||||||||||||||||
Marketable securities, current portion |
991 | | | | 991 | |||||||||||||||||||
Accounts receivable, net |
192,612 | 35,926 | (564 | ) | 13,318 | B | 241,292 | |||||||||||||||||
Deferred tax assets, current portion |
58,771 | | 747 | 330 | C | 59,848 | ||||||||||||||||||
Prepaid taxes |
2,367 | | | | 2,367 | |||||||||||||||||||
Other current assets |
29,681 | 1,763 | 9,804 | (524 | ) | D | 40,724 | |||||||||||||||||
Total current assets |
1,569,740 | 42,726 | 9,987 | (343,039 | ) | 1,279,414 | ||||||||||||||||||
Property and equipment, net |
467,321 | 121,797 | 20,523 | (50,824 | ) | E | 558,817 | |||||||||||||||||
Marketable securities, less current portion |
22,401 | | | | 22,401 | |||||||||||||||||||
Goodwill |
88,921 | | 31,730 | 379,944 | F | 500,595 | ||||||||||||||||||
Intangible assets, net |
14,691 | 49,737 | (49,737 | ) | 191,294 | G | 205,985 | |||||||||||||||||
Deferred tax assets, less current portion |
80,679 | 3,372 | (3,372 | ) | | 80,679 | ||||||||||||||||||
Other assets |
32,291 | 645 | (582 | ) | | 32,354 | ||||||||||||||||||
Total assets |
$ | 2,276,044 | $ | 218,277 | $ | 8,549 | $ | 177,375 | $ | 2,680,245 | ||||||||||||||
LIABILITIES AND SHAREHOLDERS EQUITY: |
||||||||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||
Accounts payable |
$ | 56,965 | $ | 53,107 | $ | (34,858 | ) | $ | | $ | 75,214 | |||||||||||||
Accrued liabilities |
174,217 | 548 | 22,736 | 1,180 | H | 198,681 | ||||||||||||||||||
Current portion of long-term liabilities |
119,922 | 38,278 | 5,734 | 160,546 | I | 324,480 | ||||||||||||||||||
Income taxes payable |
| 5,435 | (4,023 | ) | | 1,412 | ||||||||||||||||||
Student deposits |
505,685 | | 19,723 | | 525,408 | |||||||||||||||||||
Deferred revenue |
261,158 | 18,587 | | | 279,745 | |||||||||||||||||||
Total current liabilities |
1,117,947 | 115,955 | 9,312 | 161,726 | 1,404,940 | |||||||||||||||||||
Deferred tax liabilities |
2,012 | 18,473 | (2,625 | ) | 35,397 | J | 53,257 | |||||||||||||||||
Long-term liabilities, less current portion |
104,802 | 63,470 | 1,862 | (55,357 | ) | K | 114,777 | |||||||||||||||||
Total liabilities |
1,224,761 | 197,898 | 8,549 | 141,766 | 1,572,974 | |||||||||||||||||||
Minority interest |
13,056 | 988 | | 55,000 | L | 69,044 | ||||||||||||||||||
Shareholders equity |
1,038,227 | 19,391 | | (19,391 | ) | M | 1,038,227 | |||||||||||||||||
Total liabilities and shareholders equity |
$ | 2,276,044 | $ | 218,277 | $ | 8,549 | $ | 177,375 | $ | 2,680,245 | ||||||||||||||
The accompanying notes are an integral part of these Unaudited Pro Forma Condensed Combined Financial Information.
3
APOLLO GROUP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
Fiscal Year Ended August 31, 2008
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
Fiscal Year Ended August 31, 2008
Historical | ||||||||||||||||||||
Apollo Group, Inc. | BPP Holdings plc | |||||||||||||||||||
Twelve Months Ended | Twelve Months Ended | Pro Forma | Pro Forma | |||||||||||||||||
August 31, 2008 | June 30, 2008 | Adjustments | Combined | |||||||||||||||||
(in thousands, except per share data) | ||||||||||||||||||||
Net revenue |
$ | 3,140,931 | $ | 322,925 | $ | | $ | 3,463,856 | ||||||||||||
Costs and expenses: |
||||||||||||||||||||
Instructional costs and services |
1,370,878 | 249,417 | 27,130 | N | 1,647,425 | |||||||||||||||
Selling and promotional |
805,395 | 18,703 | | 824,098 | ||||||||||||||||
General and administrative |
215,192 | 11,679 | | O | 226,871 | |||||||||||||||
Total costs and expenses |
2,391,465 | 279,799 | 27,130 | 2,698,394 | ||||||||||||||||
Income from operations |
749,466 | 43,126 | (27,130 | ) | 765,462 | |||||||||||||||
Interest income and other, net |
33,388 | (4,277 | ) | (1,179 | ) | P | 27,932 | |||||||||||||
Income before income taxes and minority
interest |
782,854 | 38,849 | (28,309 | ) | 793,394 | |||||||||||||||
Provision for income taxes |
(306,927 | ) | (11,276 | ) | 8,197 | Q | (310,006 | ) | ||||||||||||
Minority interest, net of tax |
598 | (860 | ) | (3,533 | ) | R | (3,795 | ) | ||||||||||||
Net income |
$ | 476,525 | $ | 26,713 | $ | (23,645 | ) | $ | 479,593 | |||||||||||
Earnings per share: |
||||||||||||||||||||
Basic income per share |
$ | 2.90 | $ | 2.92 | ||||||||||||||||
Diluted income per share |
$ | 2.87 | $ | 2.89 | ||||||||||||||||
Basic weighted average shares outstanding |
164,109 | 164,109 | ||||||||||||||||||
Diluted weighted average shares outstanding |
165,870 | 165,870 | ||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Pro Forma Condensed Combined Financial Information.
4
APOLLO GROUP, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
Nine Months Ended May 31, 2009
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF INCOME
Nine Months Ended May 31, 2009
Historical | ||||||||||||||||||||
Apollo Group, Inc. | BPP Holdings plc | |||||||||||||||||||
Nine Months Ended | Nine Months Ended | Pro Forma | Pro Forma | |||||||||||||||||
May 31, 2009 | June 30, 2009 | Adjustments | Combined | |||||||||||||||||
(in thousands, except per share data) | ||||||||||||||||||||
Net revenue |
$ | 2,898,439 | $ | 203,119 | $ | | $ | 3,101,558 | ||||||||||||
Costs and expenses: |
||||||||||||||||||||
Instructional costs and services |
1,150,788 | 150,170 | 10,246 | N | 1,311,204 | |||||||||||||||
Selling and promotional |
697,929 | 10,081 | | 708,010 | ||||||||||||||||
General and administrative |
200,839 | 8,014 | (1,661 | ) | O | 207,192 | ||||||||||||||
Total costs and expenses |
2,049,556 | 168,265 | 8,585 | 2,226,406 | ||||||||||||||||
Income from operations |
848,883 | 34,854 | (8,585 | ) | 875,152 | |||||||||||||||
Interest income and other, net |
7,158 | (3,774 | ) | (879 | ) | P | 2,505 | |||||||||||||
Income before income taxes and minority interest |
856,041 | 31,080 | (9,464 | ) | 877,657 | |||||||||||||||
Provision for income taxes |
(350,045 | ) | (10,287 | ) | 3,094 | Q | (357,238 | ) | ||||||||||||
Minority interest, net of tax |
814 | (522 | ) | (2,573 | ) | R | (2,281 | ) | ||||||||||||
Net income |
$ | 506,810 | $ | 20,271 | $ | (8,943 | ) | $ | 518,138 | |||||||||||
Earnings per share: |
||||||||||||||||||||
Basic income per share |
$ | 3.19 | $ | 3.26 | ||||||||||||||||
Diluted income per share |
$ | 3.15 | $ | 3.22 | ||||||||||||||||
Basic weighted average shares outstanding |
158,960 | 158,960 | ||||||||||||||||||
Diluted weighted average shares outstanding |
160,952 | 160,952 | ||||||||||||||||||
The accompanying notes are an integral part of these Unaudited Pro Forma Condensed Combined Financial Information.
5
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 1. Basis of Pro Forma Presentation
On
July 30, 2009, Apollo
Global, Inc. (Apollo Global), through a wholly-owned United Kingdom subsidiary Apollo UK
Acquisition Company Limited, acquired the entire issued and to be issued ordinary share capital of
BPP Holdings plc (BPP), a company registered in England and Wales, for a cash purchase price of
620 pence per share. Apollo UK Acquisition Company Limited is a wholly-owned subsidiary of
Apollo Global,
which is a majority-owned subsidiary of Apollo Group, Inc. (Apollo
Group). BPP is a provider of education and training to professionals in the legal and finance
industries and the BPP College of Professional Studies is the first proprietary institution to have
been granted degree awarding powers in the United Kingdom.
The unaudited pro forma condensed combined financial statements have been derived from the
historical consolidated financial statements of Apollo Group and BPP. The historical consolidated
financial statements of BPP presented in Exhibit 99.3 herein have been prepared in accordance with
International Financial Reporting Standards (IFRS) as issued by the International Accounting
Standards Board. In the preparation of the pro forma condensed combined financial information, we
did not identify any accounting differences between IFRS and U.S. GAAP accounting standards that
would require a significant adjustment to BPPs historical consolidated financial statements and
thus no adjustments have been reflected in the unaudited pro forma condensed combined financial
statements. The unaudited pro forma condensed combined financial information included herein
reflects the following:
| Reclassification of certain amounts in the historical BPP consolidated balance sheet to conform to Apollo Groups classification and presentation; and | ||
| Preliminary estimated adjustments to record assets and liabilities of BPP at respective fair value. These estimates are subject to revision as we finalize the valuation of intangible assets, property and equipment and as additional information about the fair value of other assets and liabilities becomes available. We expect our analysis to be completed within the allocation period allowed under SFAS No. 141. |
For purposes of presenting the unaudited pro forma condensed combined financial information, the
historical consolidated income statement information of BPP was translated into U.S. dollars using
an exchange rate of £1.00 = $2.00435 for the twelve months ended June 30, 2008 and for the nine
months ended June 30, 2009, using an exchange rate of £1.00 = $1.52126. These exchange rates
represent the average exchange rate for each respective period. The historical consolidated balance
sheet information of BPP at June 30, 2009 was translated into U.S. dollars using an exchange rate
of £1.00 = $1.6520, representing the exchange rate on June 30, 2009.
The unaudited pro forma condensed combined financial information is presented for illustrative
purposes only and is not necessarily indicative of the results of operations or financial position
had the acquisition been consummated at the beginning of the period presented, nor is it
necessarily indicative of the results of operations in future periods or the future financial
position of the combined entities.
The unaudited pro forma condensed combined financial information has been accounted for under the
purchase method of accounting, giving effect to the acquisition of BPP by Apollo Group as if the
acquisition had occurred as of the beginning of the earliest period presented. The purchase price
was preliminarily allocated to the assets acquired and the liabilities assumed based on their
estimated fair values.
We have presented the purchase price summary and preliminary purchase price allocation as of the
following dates:
| June 30, 2009, the date of BPPs historical balance sheet that is included in the condensed combined pro forma balance sheet; and | ||
| July 30, 2009, for informational purposes only, reflecting the date the transaction closed. |
6
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
A summary of the purchase price is as follows:
($ in thousands) | June 30, 2009 | July 30, 2009 | ||||||
Cash paid for the outstanding common stock of BPP |
$ | 506,459 | $ | 506,459 | ||||
Debt assumed |
81,995 | 84,306 | ||||||
Transaction-related costs |
10,821 | 10,821 | ||||||
Total purchase price |
$ | 599,275 | $ | 601,586 | ||||
A summary of the preliminary purchase price allocation is as follows:
($ in thousands) | June 30, 2009 | July 30, 2009 | ||||||
Net working capital (deficit) |
$ | (34,058 | ) | $ | (44,015 | ) | ||
Property and equipment |
91,496 | 90,428 | ||||||
Intangibles |
191,294 | 191,294 | ||||||
Goodwill |
411,674 | 425,638 | ||||||
Deferred taxes, net |
(50,168 | ) | (50,201 | ) | ||||
Other long-term liabilities |
(9,975 | ) | (10,553 | ) | ||||
Minority interest |
(988 | ) | (1,005 | ) | ||||
Total allocated purchase price |
599,275 | 601,586 | ||||||
Less: Debt assumed |
(81,995 | ) | (84,306 | ) | ||||
Less: Cash acquired |
(5,037 | ) | (7,214 | ) | ||||
Acquisition, net of cash acquired |
$ | 512,243 | $ | 510,066 | ||||
The acquisition resulted in goodwill that is primarily attributable to potential strategic and
financial benefits expected to be realized associated with future student growth and access to new
markets.
A summary of the identifiable intangible assets acquired and estimated useful lives, based on our
preliminary purchase price allocation, is as follows:
Weighted | ||||||||
Estimated | Average | |||||||
($ in thousands) | Fair Value | Useful Life | ||||||
Finite-lived intangible assets |
||||||||
Copyrights |
$ | 20,891 | 5 years | |||||
Student relationships |
20,049 | 3 years | ||||||
Other |
10,364 | 3 years | ||||||
Finite-lived intangible assets |
51,304 | |||||||
Indefinite-lived intangible assets |
||||||||
Trademarks |
134,068 | indefinite | ||||||
Accreditations and designations |
5,922 | indefinite | ||||||
Indefinite-lived intangible assets |
139,990 | |||||||
Total acquired intangible assets |
$ | 191,294 | ||||||
The acquired finite-lived intangible assets are amortized using either an accelerated method to
reflect the economic useful life of the asset or on a straight-line basis.
The purchase price allocations are preliminary and subject to revision as we finalize the valuation
of intangible assets, property and equipment and as additional information about the fair value of
other assets and liabilities becomes available. We expect our analysis to be completed within the
allocation period allowed under SFAS No. 141.
7
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 2. Reclassifications
Certain amounts in BPPs historical consolidated balance sheet have been reclassified to conform to
Apollo Groups classification and presentation. These reclassifications primarily relate to the
following:
| Reclassifying certain working capital items primarily between accounts receivable, accounts payable, accrued liabilities and student deposits. | ||
| Reclassifying certain software assets and BPP historical goodwill from intangible assets to property and equipment and goodwill. | ||
| Reclassifying current and long-term portions of long-term liabilities and deferred tax assets and liabilities. |
Note 3. Pro Forma Adjustments
The following pro forma adjustments have been reflected in the unaudited pro forma condensed
combined financial information. All adjustments are based on current assumptions and valuations
which are subject to change. The accompanying unaudited pro forma condensed combined financial
information has been prepared as if the acquisition had been completed on September 1, 2007
(beginning of the registrants fiscal year 2008) for statement of income purposes and at May 31,
2009 (the end of the registrants third quarter of fiscal year 2009) for balance sheet purposes.
Balance sheet pro forma adjustments were translated into U.S. Dollars using an exchange rate of
£1.00 = $1.6520 on June 30, 2009. Statement of income pro forma adjustments were translated into
U.S. Dollars using an exchange rate of £1.00 = $1.99081 for the twelve months ended August 31, 2008
and using an exchange rate of £1.00 = $1.53968 for the nine months ended May 31, 2009. These
exchange rates represent the average exchange rate for each respective period.
The unaudited pro forma condensed combined financial information includes the following pro forma
assumptions and adjustments:
($ in thousands)
Cash and cash | ||||||
A | equivalents | Description | ||||
$ | 106,117 | Reflects the borrowing amount under Apollo Groups $500 million revolving credit agreement used to finance the acquisition. | ||||
55,000 | Reflects the cash contribution received from Apollo Globals minority shareholder. | |||||
(506,459 | ) | Reflects the cash consideration paid by Apollo Global to the BPP shareholders in connection with the acquisition. | ||||
(10,821 | ) | Reflects Apollos transaction costs associated with the acquisition. | ||||
$ | (356,163 | ) | ||||
B | Accounts receivable, net |
Description | ||||
$ | 13,318 | Reflects the receivable for proceeds from BPP stock options outstanding related to the transaction. | ||||
8
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Deferred tax | ||||||
assets, current | ||||||
C | portion | Description | ||||
$ | 330 | Reflects the current portion of deferred tax assets associated with the fair value adjustments, computed using an effective tax rate of 28%. | ||||
Other current | ||||||
D | assets | Description | ||||
$ | (524 | ) | Reflects adjustment to write-off deferred financing fees in purchase accounting. | |||
Property and | ||||||
E | equipment, net | Description | ||||
$ | (50,824 | ) | Reflects the preliminary fair value adjustment associated with the tangible fixed assets acquired. | |||
F | Goodwill | Description | ||||
$ | 379,944 | Reflects the residual goodwill as a result of the acquisition based on the preliminary purchase price allocation at June 30, 2009. Refer to Note 1, Basis of Pro Forma Presentation, for the preliminary purchase price allocation. | ||||
Intangible | ||||||
G | assets, net | Description | ||||
$ | 191,294 | Reflects the preliminary estimate of the intangible assets acquired in the acquisition. Refer to Note 1, Basis of Pro Forma Presentation, for further discussion of the nature, amounts and amortization methods of the various identifiable intangible assets. | ||||
Accrued | ||||||
H | liabilities | Description | ||||
$ | 1,180 | Reflects the recognition of the liability for separation payments due to former employees of BPP. | ||||
9
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Current | ||||||
portion of long- | ||||||
I | term liabilities | Description | ||||
$ | 106,117 | Reflects the borrowing amount under Apollo Groups $500 million revolving credit agreement used to finance the acquisition. | ||||
58,233 | Reflects the reclassification of short-term debt from long-term liabilities whose maturity date is now within one-year of the acquisition date resulting from change in control provisions in the agreement. | |||||
2,350 | Reflects the fair value adjustment for a buy-out obligation triggered by BPPs change in control provisions in a joint venture agreement. | |||||
(6,154 | ) | Reflects the fair value adjustment for the deferred rent liability of BPP. | ||||
$ | 160,546 | |||||
Deferred | ||||||
J | tax liabilities | Description | ||||
$ | 35,397 | Reflects the long-term portion of deferred tax liabilities associated with the fair value adjustments, computed using an effective tax rate of 28%. | ||||
Long-term | ||||||
liabilities, less | ||||||
K | current portion | Description | ||||
$ | 3,455 | Reflects the fair value adjustment to the obligation to return certain leased properties to a specified condition using current discount rates and assumptions at the acquisition date. | ||||
(771 | ) | Reflects the fair value adjustment for the deferred rent liability of BPP. |
||||
192 | Reflects adjustment to the deferred financing fees. | |||||
(58,233 | ) | Reflects the reclassification of long-term debt to current portion of long-term liabilities whose maturity date is now within one-year of the acquisition date resulting from change in control provisions in the debt agreement. | ||||
$ | (55,357 | ) | ||||
Minority | ||||||
L | interest | Description | ||||
$ | 55,000 | Reflects the capital contribution made by Apollo Globals minority shareholder to fund the transaction. | ||||
Shareholders | ||||||
M | equity | Description | ||||
$ | (19,391 | ) | Reflects the elimination of the historical shareholders equity of BPP. | |||
10
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Instructional costs and | ||||||||||
N | services | |||||||||
Interim | Annual | Description | ||||||||
$ | 10,778 | $ | 28,046 | Reflects amortization expense of acquired finite-lived intangible assets resulting from the acquisition. Refer to Note 1, Basis of Pro Forma Presentation, for further discussion of the nature, amounts, useful lives and amortization methods of the acquired finite-lived intangible assets. | ||||||
(532 | ) | (916 | ) | Reflects depreciation expense based on adjustments to fair value for certain tangible fixed assets acquired, using the remaining estimated useful lives of 25 years for such assets. | ||||||
$ | 10,246 | $ | 27,130 | |||||||
O | General and administrative | |||||||||
Interim | Annual | Description | ||||||||
$ | (1,661 | ) | $ | | Reflects the removal of non-recurring acquisition related costs recorded in BPPs historical income statement during the period ended June 30, 2009. | |||||
Interest income and other, | ||||||||||
P | net | |||||||||
Interim | Annual | Description | ||||||||
$ | (879 | ) | $ | (1,179 | ) | Reflects the interest expense, using the current interest rate of 1.096%, on the borrowing of $106.1 million under Apollo Groups $500 million revolving credit agreement used to finance the acquisition. Actual interest rates can vary from the current rate disclosed. A hypothetical 1/8% percentage variance in the variable interest rate could increase (decrease) pre-tax net income by $0.1 million for both the interim and annual periods. | ||||
Q | Provision for income taxes | |||||||||
Interim | Annual | Description | ||||||||
$ | 3,094 | $ | 8,197 | Reflects the income tax benefit of the pro forma adjustments using the statutory tax rate in effect at the time the pro forma adjustments are presented. The statutory tax rate in the United Kingdom was 30% through December 31, 2007 and then decreased to 28% effective January 1, 2008. | ||||||
R | Minority interest, net of tax | |||||||||
Interim | Annual | Description | ||||||||
$ | 245 | $ | 180 | Reflects the dilution of Carlyle
Groups interest in Apollo Globals historical operating
results. As a result of the BPP acquisition, Carlyle Groups
interest in Apollo Global decreased from 19.9% to 13.9%. |
||||||
(2,818 | ) | (3,713 | ) | Reflects Carlyle Groups interest in BPPs historical operating results. | ||||||
$ | (2,573 | ) | $ | (3,533 | ) | |||||
11
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Note 4. Disclosure of Omitted Period Results
The unaudited pro forma condensed combined statements of income do not contain BPPs operating
results for the period between July 1, 2008 and September 30, 2008. BPPs revenues and net income
(loss) for this period were $64.2 million and ($3.9) million, respectively. There were no unusual
charges or adjustments recorded during this omitted period. BPPs operating results for this period
were translated into U.S. dollars using an exchange rate of £1.00 = $1.89688 for the three months
ended September 30, 2008, which represents the average exchange rate for the period.
12