Attached files
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8-K/A - FORM 8-K/A - DITECH HOLDING Corp | b87904e8vkza.htm |
EX-99.3 - EX-99.3 - DITECH HOLDING Corp | b87904exv99w3.htm |
EX-99.1 - EX-99.1 - DITECH HOLDING Corp | b87904exv99w1.htm |
EX-99.2 - EX-99.2 - DITECH HOLDING Corp | b87904exv99w2.htm |
Exhibit 99.4
Unaudited Pro Forma Condensed Combined Financial Statements
On July 1, 2011, Walter Investment Management Corp.,
or the Company, acquired 100% of the outstanding
membership interests, the Acquisition, in GTCS Holdings, LLC, or Green Tree, for consideration transferred of $1,052.7
million, which included cash of $737.7 million to the owners of Green Tree, cash to settle Green Trees
secured credit facility of $274.8 million and the issuance of 1,812,532 shares of Company common stock with a
fair value of $40.2 million to the owners of Green Tree. The Acquisition was made pursuant to the
Membership Interest Purchase Agreement, dated as of March 25, 2011, by and among the Company and
GTH, LLC.
In order to partially fund the Acquisition, on July 1, 2011, the Company entered into a $500
million first lien senior secured term loan and a $265 million second lien senior secured term
loan, or the Term Loans. In addition, on July 1, 2011, the Company entered into a $45 million senior
secured revolving credit facility, or the Revolver. The Acquisition and the Term Loans are
collectively referred to as the Transaction.
The unaudited pro forma condensed combined financial statements and accompanying notes present the
impact of the Transaction (since the pro forma accounts for the Term Loans) on the Companys financial position and results of operations under the
acquisition method of accounting which is more fully described in the notes to the unaudited pro
forma condensed combined financial statements. The unaudited pro forma condensed combined balance
sheet as of June 30, 2011 combines the historical interim condensed consolidated balance sheet of
the Company as of June 30, 2011 with the historical condensed consolidated balance sheet of Green
Tree as of June 30, 2011, giving effect to the Transaction as if it had occurred on June 30, 2011.
The unaudited pro forma condensed combined statements of operations for the six months ended June
30, 2011 and the year ended December 31, 2010 combine the historical interim condensed consolidated
statement of income of the Company for the six months ended June 30, 2011 with the historical interim
condensed consolidated statement of income of Green Tree for the six months ended June 30, 2011,
and the historical consolidated statement of income of the Company for the year ended December 31,
2010 with the historical consolidated statement of income of Green Tree for the year ended December
31, 2010, giving effect to the Transaction as if it had been completed on January 1, 2010. The
historical financial information has been adjusted in the unaudited pro forma condensed combined
financial statements to give effect to pro forma events that are directly attributable to the
Transaction and factually supportable and, with respect to the statements of operations, are
expected to have a continuing impact on the combined results.
The unaudited pro forma condensed combined financial statements should be read in conjunction with
the accompanying notes. In addition, the unaudited pro forma condensed combined financial
statements were derived from and should be read in conjunction with the:
| audited historical consolidated financial statements of the Company as of and for the year ended December 31, 2010 and the related notes included in the Companys Annual Report on Form 10-K for the year ended December 31, 2010; | ||
| audited historical consolidated financial statements of Green Tree and the related notes as of and for the year ended December 31, 2010 included within this report as exhibit 99.1; | ||
| audited historical consolidated financial statements of Green Tree and the related notes as of and for the year ended December 31, 2009 included within this report as exhibit 99.2 | ||
| unaudited historical interim condensed consolidated financial statements of the Company as of and for the six months ended June 30, 2011 and the related notes included in the Companys Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011; and | ||
| unaudited historical interim condensed consolidated financial statements of Green Tree as of and for the six months ended June 30, 2011 and the related notes included within this report as exhibit 99.3. |
The unaudited pro forma condensed combined financial statements are presented for informational
purposes only and are not intended to reflect the results of operations or the financial position
of the combined company that would have resulted had the Transaction been effective during the
periods presented or the results that may be obtained by the combined company in the future. The
unaudited pro forma condensed combined financial statements as of and for the periods presented do
not reflect future events that may occur after the Transaction, including, but not limited to,
synergies or revenue enhancements arising from the Acquisition. Future results may vary
significantly from the results reflected in the unaudited pro forma condensed combined financial
statements.
The unaudited pro forma condensed combined financial statements have been prepared using the
acquisition method of accounting under U.S. generally accepted accounting principles, or U.S. GAAP,
and reflect changes to acquired assets and assumed liabilities to record their estimated fair
values, which are based on certain estimates and assumptions. The Companys management believes
that the pro forma adjustments give appropriate effect
to the assumptions used and are properly applied in the unaudited pro forma condensed combined
financial statements.
The unaudited pro forma condensed combined financial statements and purchase price allocations have
been prepared based on available information and preliminary estimates and assumptions that
management believes are reasonable. However, the allocation of purchase price has not been
finalized and the actual adjustments to our condensed combined financial statements will depend on
a number of factors, including the finalization of asset and liability valuations. Accordingly,
there can be no assurance that the final allocation of purchase price will not differ from the
preliminary allocation reflected in the unaudited pro forma condensed combined financial
statements.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2011
AS OF JUNE 30, 2011
(in thousands)
Pro Forma | Condensed Pro Forma | |||||||||||||||||||||||
Historical | Adjustments | Combined | ||||||||||||||||||||||
Walter - After | ||||||||||||||||||||||||
Walter | Reclassification | Reclassification | Green Tree | |||||||||||||||||||||
Assets: |
||||||||||||||||||||||||
Cash and cash equivalents |
$ | 289,947 | $ | | $ | 289,947 | $ | 51,850 | $ | (294,099 | ) A | $ | 47,698 | |||||||||||
Restricted cash and cash equivalents |
53,591 | | 53,591 | 179,405 | (69,365 | ) B | 163,631 | |||||||||||||||||
Premises and equipment, net |
| 1,945 | O | 1,945 | 15,219 | 117,596 | C | 134,760 | ||||||||||||||||
Receivables, net |
1,287 | 731 | O | 2,018 | 235,801 | (10,271 | ) D | 227,548 | ||||||||||||||||
Servicing advances and receivables, net |
8,979 | (8,979 | ) O | | | | | |||||||||||||||||
Residential loans, net |
1,632,887 | | 1,632,887 | 729,195 | | 2,362,082 | ||||||||||||||||||
Subordinate security |
1,844 | (1,844 | ) O | | | | | |||||||||||||||||
Real estate owned, net |
56,244 | (56,244 | ) O | | | | | |||||||||||||||||
Servicing rights |
| | | 207,466 | 71,486 | E | 278,952 | |||||||||||||||||
Servicer and protective advances, net |
| 8,248 | O | 8,248 | 82,610 | (7,337 | ) D | 83,521 | ||||||||||||||||
Intangible assets, net |
| | | 46,876 | 109,929 | F | 156,805 | |||||||||||||||||
Deferred debt issuance costs |
23,949 | (23,949 | ) O | | | | | |||||||||||||||||
Deferred income tax asset, net |
222 | | 222 | | (222 | ) P | | |||||||||||||||||
Goodwill |
| | | 22,596 | 458,807 | F | 481,403 | |||||||||||||||||
Other assets |
4,151 | 80,092 | O | 84,243 | 23,846 | 14,688 | G | 122,777 | ||||||||||||||||
Total Assets |
$ | 2,073,101 | $ | | $ | 2,073,101 | $ | 1,594,864 | $ | 391,212 | $ | 4,059,177 | ||||||||||||
Liabilities: |
||||||||||||||||||||||||
Accounts payable and other accrued liabilities |
$ | 43,493 | $ | 9,386 | O | $ | 52,879 | $ | 124,722 | $ | 29,182 | H/I | $ | 206,783 | ||||||||||
Deferred income tax liabilities, net |
| | | 11,006 | 69,785 | I | 80,791 | |||||||||||||||||
Debt and collateralized borrowings |
| | | 329,012 | 485,417 | J | 814,429 | |||||||||||||||||
Mortgage-backed debt |
1,463,357 | | 1,463,357 | 861,674 | | 2,325,031 | ||||||||||||||||||
Accrued interest |
9,386 | (9,386 | ) O | | | | | |||||||||||||||||
Payable to the trust/investor |
| | | 162,042 | (70,835 | )B | 91,207 | |||||||||||||||||
Total Liabilities |
1,516,236 | | 1,516,236 | 1,488,456 | 513,549 | 3,518,241 | ||||||||||||||||||
Equity: |
||||||||||||||||||||||||
Preferred stock |
| | | | | | ||||||||||||||||||
Common stock |
259 | | 259 | | 18 | K | 277 | |||||||||||||||||
Additional
paid-in-capital |
128,702 | | 128,702 | | 40,202 | K | 168,904 | |||||||||||||||||
Retained earnings |
426,931 | | 426,931 | | (56,149 | ) I | 370,782 | |||||||||||||||||
Accumulated other comprehensive income |
973 | | 973 | | | 973 | ||||||||||||||||||
Equity |
| | | 106,408 | (106,408 | ) K | | |||||||||||||||||
Total Equity |
556,865 | | 556,865 | 106,408 | (122,337 | ) | 540,936 | |||||||||||||||||
Total Liabilities & Equity |
$ | 2,073,101 | $ | | $ | 2,073,101 | $ | 1,594,864 | $ | 391,212 | $ | 4,059,177 | ||||||||||||
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2011
FOR THE SIX MONTHS ENDED JUNE 30, 2011
(in thousands, except per share data)
Pro Forma | Condensed Pro | |||||||||||||||||||||||
Historical | Adjustments | Forma Combined | ||||||||||||||||||||||
Walter - After | ||||||||||||||||||||||||
Walter | Reclassification | reclassification | GreenTree | |||||||||||||||||||||
Revenues: |
||||||||||||||||||||||||
Interest income |
$ | 83,384 | $ | | $ | 83,384 | $ | 267 | $ | 778 | J | $ | 84,429 | |||||||||||
Premium revenue |
4,169 | (4,169 | ) O | | | | | |||||||||||||||||
Servicing revenue and fees |
6,247 | | 6,247 | 139,324 | | 145,571 | ||||||||||||||||||
Change in fair value of assets related to VIEs |
| | | 165,461 | (125,307 | )L | 40,154 | |||||||||||||||||
Insurance revenue |
| 4,169 | O | 4,169 | 31,247 | | 35,416 | |||||||||||||||||
Other income |
1,283 | | 1,283 | 24,675 | (1,120 | )N | 24,838 | |||||||||||||||||
Total revenues |
95,083 | | 95,083 | 360,974 | (125,649 | ) | 330,408 | |||||||||||||||||
Expenses: |
||||||||||||||||||||||||
Interest expense |
42,053 | | 42,053 | 19,438 | 35,404 | J | 96,895 | |||||||||||||||||
Provision for loan losses |
1,500 | | 1,500 | | | 1,500 | ||||||||||||||||||
Claims expense |
2,950 | (2,950 | ) O | | | | | |||||||||||||||||
Salaries and benefits |
17,724 | | 17,724 | 103,643 | | 121,367 | ||||||||||||||||||
Legal and professional |
14,222 | (14,222 | ) O | | | | | |||||||||||||||||
Occupancy |
931 | (931 | ) O | | | | | |||||||||||||||||
Technology and communication |
1,946 | (1,946 | ) O | | | | | |||||||||||||||||
General and administrative |
7,692 | 17,099 | O | 24,791 | 32,744 | (12,340 | )J/M | 45,195 | ||||||||||||||||
Change in fair value of liablities related to VIEs |
| | | 146,496 | (108,744 | )L | 37,752 | |||||||||||||||||
Depreciation and amortization |
360 | | 360 | 10,841 | 43,044 | C/E/F | 54,245 | |||||||||||||||||
Real estate owned expenses, net |
5,542 | (5,542 | ) O | | | | | |||||||||||||||||
Other expenses, net |
| 8,492 | O | 8,492 | 2,662 | | 11,154 | |||||||||||||||||
Total expenses |
94,920 | | 94,920 | 315,824 | (42,636 | ) | 368,108 | |||||||||||||||||
Income (loss) before income taxes |
163 | | 163 | 45,150 | (83,013 | ) | (37,700 | ) | ||||||||||||||||
Income tax (expense) benefit |
(68 | ) | | (68 | ) | (6,457 | ) | 20,855 | I | 14,330 | ||||||||||||||
Net income (loss) |
$ | 95 | $ | | $ | 95 | $ | 38,693 | $ | (62,158 | ) | $ | (23,370 | ) | ||||||||||
Weighted-average shares outstanding |
||||||||||||||||||||||||
Basic |
26,621,326 | 1,812,532 | 28,433,858 | |||||||||||||||||||||
Diluted (1) |
26,749,597 | 1,812,532 | 28,433,858 | |||||||||||||||||||||
Earnings (loss) per share |
||||||||||||||||||||||||
Basic |
$ | 0.00 | $ | (0.82 | ) | |||||||||||||||||||
Diluted |
$ | 0.00 | $ | (0.82 | ) |
(1) | Potentially dilutive securities consisting of stock options for the six months ended June 30, 2011, were excluded from the combined per share calculation above, because of their antidilutive effect. |
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2010
FOR THE YEAR ENDED DECEMBER 31, 2010
(in thousands, except per share data)
Pro Forma | Condensed Pro | |||||||||||||||||||||||
Historical | Adjustments | Forma Combined | ||||||||||||||||||||||
Walter - After | ||||||||||||||||||||||||
Walter | Reclassification | reclassification | Green Tree | |||||||||||||||||||||
Revenues: |
||||||||||||||||||||||||
Interest income |
$ | 166,188 | $ | | $ | 166,188 | $ | 400 | $ | 9,919 | J | $ | 176,507 | |||||||||||
Premium revenue |
9,163 | (9,163 | ) O | | | | | |||||||||||||||||
Servicing revenue and fees |
2,267 | | 2,267 | 271,367 | | 273,634 | ||||||||||||||||||
Change in fair value of assets related to VIEs |
| | | 97,367 | (18,817 | )L | 78,550 | |||||||||||||||||
Insurance revenue |
| 9,163 | O | 9,163 | 62,752 | | 71,915 | |||||||||||||||||
Gain on mortgage-backed debt extinguishment |
4,258 | (4,258 | ) O | | | | | |||||||||||||||||
Other income |
3,299 | 4,258 | O | 7,557 | 41,345 | (1,945 | )L | 46,957 | ||||||||||||||||
Total revenues |
185,175 | | 185,175 | 473,231 | (10,843 | ) | 647,563 | |||||||||||||||||
Expenses: |
||||||||||||||||||||||||
Interest expense |
81,729 | | 81,729 | 42,629 | 72,689 | J | 197,047 | |||||||||||||||||
Provision for loan losses |
6,526 | | 6,526 | | | 6,526 | ||||||||||||||||||
Claims expense |
2,319 | (2,319 | ) O | | | | | |||||||||||||||||
Salaries and benefits |
27,495 | | 27,495 | 147,769 | | 175,264 | ||||||||||||||||||
Legal and professional |
4,037 | (4,037 | ) O | | | | | |||||||||||||||||
Occupancy |
1,490 | (1,490 | ) O | | | | | |||||||||||||||||
Technology and communication |
2,955 | (2,955 | ) O | | | | | |||||||||||||||||
General and administrative |
13,377 | 8,482 | O | 21,859 | 68,122 | (252 | )J | 89,729 | ||||||||||||||||
Change in fair value of liabilities related to VIEs |
| | | 94,978 | (21,055 | )L | 73,923 | |||||||||||||||||
Depreciation and amortization |
383 | | 383 | 19,179 | 85,298 | C/E/F | 104,860 | |||||||||||||||||
Real estate owned expenses, net |
6,519 | (6,519 | ) O | | | | | |||||||||||||||||
Other expenses, net |
| 8,838 | O | 8,838 | 18,005 | (12,258 | )N | 14,585 | ||||||||||||||||
Total expenses |
146,830 | | 146,830 | 390,682 | 124,422 | 661,934 | ||||||||||||||||||
Income (loss) before income taxes |
38,345 | | 38,345 | 82,549 | (135,265 | ) | (14,371 | ) | ||||||||||||||||
Income tax (expense) benefit |
(1,277 | ) | | (1,277 | ) | (11,427 | ) | 18,156 | I | 5,452 | ||||||||||||||
Net income (loss) |
$ | 37,068 | $ | | $ | 37,068 | $ | 71,122 | $ | (117,109 | ) | $ | (8,919 | ) | ||||||||||
Weighted-average shares outstanding |
||||||||||||||||||||||||
Basic |
26,431,853 | 1,812,532 | 28,244,385 | |||||||||||||||||||||
Diluted (1) |
26,521,311 | 1,812,532 | 28,244,385 | |||||||||||||||||||||
Earnings (loss) per share |
||||||||||||||||||||||||
Basic |
$ | 1.38 | $ | (0.32 | ) | |||||||||||||||||||
Diluted |
$ | 1.38 | $ | (0.32 | ) |
(1) | Potentially dilutive securities consisting of stock options for the twelve months ended December 31, 2010, were excluded from the combined per share calculation above, because of their antidilutive effect. |
1. Description of Transaction
On July 1, 2011, the Company acquired all
of the outstanding membership interests of Green Tree. Green Tree,
based in St. Paul, Minnesota, is a fee-based business services company which provides
high-touch, third-party servicing of credit-sensitive consumer loans. The acquisition of Green Tree
increases the Companys ability to provide specialty servicing and to generate recurring
fee-for-service revenues from an asset-light platform which also provides the Company with
diversified revenue streams from complementary businesses. As a result of the Acquisition, the
Company will no longer qualify as a Real Estate Investment Trust, or REIT. The results of operations
for Green Tree will be combined with those of the Company beginning on July 1, 2011, the date of
acquisition.
The table below details the estimated fair value of the consideration transferred in connection
with the Acquisition (in millions):
Cash to owners of Green Tree (1) |
$ | 737.7 | ||
Cash to settle Green Tree secured credit facility (1) (2) |
274.8 | |||
Company common stock (3) (1,812,532 shares at $22.19 per share) |
40.2 | |||
Total estimated purchase consideration |
$ | 1,052.7 | ||
(1) | The cash portion of the Acquisition was funded through cash on hand and debt issuances as discussed below. Cash on hand was largely generated by monetizing existing corporate assets as discussed below. | |
(2) | Simultaneously with the closing of the Acquisition, the Company paid off $275 million of Green Tree secured debt. | |
(3) | The fair value of the 1.8 million common shares issued was determined based on an average of the high/low price of the Companys share price on July 1, 2011, the date of the Acquisition. |
In order to partially fund the Acquisition, on July 1, 2011, the Company entered into a $500
million first lien senior secured term loan and a $265 million second lien senior secured term
loan, or Term Loans. In addition, on July 1, 2011, the Company entered into a $45 million senior
secured revolving credit facility, or Revolver. The Companys obligations under the Term Loans and
Revolver are guaranteed by certain of the Companys subsidiaries and are secured by substantially
all assets of certain subsidiaries. These agreements contain customary events of default and
covenants, including among others, covenants that restrict the Companys ability to incur certain
additional indebtedness, create or permit liens on assets, pay dividends and repurchase stock,
engage in mergers or consolidations and make investments. These agreements also include certain
financial covenants that must be maintained. The Acquisition and the Term Loans are collectively
referred to as the Transaction.
The Company incurred expenses related to the Acquisition of approximately $12.2 million during the
six months ended June 30, 2011, which are included in legal and professional expenses.
2. Basis of Presentation
The unaudited pro forma condensed combined financial statements were prepared using the acquisition
method of accounting and were derived from the historical financial statements of the Company and
Green Tree. The unaudited pro forma condensed combined financial statements include historical
amounts as of and for the six months ended June 30, 2011 and for the year ended December 31, 2010,
for the Company and Green Tree. The unaudited pro forma condensed combined financial statements
give effect to the Transaction as if it had occurred (i) on June 30, 2011 for purposes of the
unaudited pro forma condensed combined balance sheet and (ii) on January 1, 2010 for purposes of
the unaudited pro forma condensed combined statements of operations for the six months ended June
30, 2011 and for the year ended December 31, 2010.
The unaudited pro forma condensed combined financial statements are presented in accordance with
the requirements of Article 11 of Regulation S-X published by the U.S. Securities and Exchange
Commission.
The acquisition method of accounting requires, among other things, that the consideration
transferred be measured at fair value at the acquisition date and that assets acquired and
liabilities assumed be recognized at their fair values as of the acquisition date. Accordingly, the
assets acquired and liabilities assumed will be
recorded as of the acquisition date at their respective fair values and added to those of the
Companys historical values. The financial statements and reported results of operations of the
Company issued after completion of the Acquisition will reflect these values. Prior periods will
not be retroactively restated to reflect the historical financial position or results of operations
of Green Tree.
The pro forma adjustments reflecting the Transaction under the acquisition method of accounting are
based on certain estimates and assumptions. The Companys management believes that its assumptions
provide a reasonable basis for presenting all of the significant effects of the Transaction and
that the pro forma adjustments give appropriate effect to those assumptions and are properly
applied in the unaudited pro forma condensed combined financial statements.
In
addition, and as a result of the Transaction, the Company changed the presentation of its financial
statements to a presentation that better reflects the ongoing combined operations. The Company
believes this new presentation will be more meaningful to an investor. As such, certain
reclassification adjustments have been made to the Companys historical financial statements.
The unaudited pro forma condensed combined financial statements are presented for informational
purposes only and are not intended to reflect the results of operations or the financial position
of the combined company that would have resulted had the Transaction been effective during the
periods presented or the results that may be obtained by the combined company in the future.
3. Purchase Price Allocation
The purchase consideration of $1,052.7 million was allocated to assets acquired and liabilities
assumed based on their estimated fair values as of the acquisition date. A preliminary allocation
of the purchase cost has been made to major categories of assets and liabilities in the
accompanying unaudited pro forma condensed combined financial statements based on managements
estimates. The final purchase price allocation is dependent on, among other things, the
finalization of asset and liability valuations. As of this date, only a preliminary valuation has
been completed to estimate the fair values of the assets acquired and liabilities assumed and the
related allocation of purchase price. The total estimated purchase price, calculated as described
above, has been allocated to the assets acquired and liabilities assumed based on preliminary
estimates of their fair values. A final determination of these fair values will reflect
consideration of a final valuation. Any final adjustment will change the allocations of purchase
price, which could affect the fair value assigned to the assets and liabilities and could result in
a change to the unaudited pro forma condensed combined financial statements, including a change to
goodwill and a change to the amortization of tangible and identifiable intangible assets. The
actual allocation of purchase cost and its effect on results of operations may differ significantly
from the pro forma amounts included herein. The excess of the purchase cost over the net tangible
and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill.
The preliminary allocation of the purchase consideration is as follows (in millions):
Total Estimated Purchase Consideration (Note 1) |
$ | 1,052.7 | ||
Preliminary Allocation of Purchase Price: |
||||
Cash and cash equivalents |
$ | 22.0 | ||
Restricted cash |
110.0 | |||
Premises and equipment |
132.8 | |||
Receivables |
225.5 | |||
Residential loans |
729.2 | |||
Servicing rights |
279.0 | |||
Servicer and protective advances |
75.3 | |||
Intangible assets |
156.8 | |||
Goodwill |
481.4 |
Other assets |
13.3 | |||
Total assets acquired |
$ | 2,225.3 | ||
Accounts payable and other accrued liabilities |
$ | 119.1 | ||
Collateralized borrowings |
66.3 | |||
Bonds payable related to consolidated variable interests |
861.7 | |||
Deferred income tax liabilities |
34.3 | |||
Payable to the Trust/Investor |
91.2 | |||
Total liabilities assumed |
$ | 1,172.6 | ||
Estimated fair value of net assets acquired |
$ | 1,052.7 |
4. Pro Forma Adjustments
The unaudited pro forma condensed combined financial statements give effect to the Transaction
described in Note 1, as if it had occurred on June 30, 2011 for purposes of the unaudited pro forma
condensed combined balance sheet and January 1, 2010 for purposes of the unaudited pro forma
condensed combined statements of operations. The unaudited pro forma condensed combined statements
of operations do not include any material non-recurring charges that arose as a result of the
Transaction. Adjustments in the unaudited pro forma condensed combined financial statements are as
follows:
A) | Represents cash paid to the owners of Green Tree and cash paid to settle Green Trees secured credit facility in conjunction with the Acquisition as well as Green Tree cash activity offset by net proceeds from the Term Loans. The table below details this cash activity (in millions): |
Issuance of Term Loans, net of discount |
$ | 748.2 | ||
Cash to owners of Green Tree |
(737.7 | ) | ||
Cash to settle Green Tree secured credit facility |
(274.8 | ) | ||
Distribution of excess cash |
(29.8 | ) | ||
Net cash activity |
$ | (294.1 | ) |
B) | This adjustment primarily reflects the removal of Green Trees escrow cash and the related escrow liability in the amount of $70.8 million, as a result of conforming accounting policies. | ||
C) | Premises and equipment acquired in the Acquisition was stepped-up by $117.6 million to fair market value at June 30, 2011. This adjustment will be depreciated on the straight line basis over the remaining useful life of the respective assets, which ranges from 3 years to 7 years. The incremental depreciation expense related to the fair market value adjustment approximates $7.7 million and $17.6 million for the six month period ended June 30, 2011 and the year ended December 31, 2010, respectively, and is reflected in depreciation and amortization expense in the statement of operations. | ||
D) | Adjustment is to recognize the balances at fair value under the acquisition method of accounting. | ||
E) | Represents adjustment to incorporate the value of servicing and sub-servicing contracts for acquisition accounting, which previously had not been recognized in the value of mortgage servicing rights. The pro forma adjustment of $71.5 million were amortized based on expected cash flows in proportion to and over the life of net servicing income. Incremental amortization expense recorded for the transactions was $25.6 million and $50.7 million for the six month period ended June 30, 2011 and the year ended December 31, 2010, respectively, and is reflected in depreciation and amortization expense in the statement of operations. |
F) | Represents adjustment to record the customer relationship intangible asset fair values of the asset receivables management, or ARM, and insurance agency businesses, and the institutional relationships. | ||
The pro forma adjustment of $109.9 million was amortized based on the estimated revenue streams from the customer relationships associated with the insurance agency and ARM business through 2030. Incremental amortization expense recorded for the transaction was $9.7 million and $17.0 million for the six months ended June 30, 2011 and the year ended December 31, 2010, respectively, and is reflected in depreciation and amortization expense in the statement of operations. | |||
In addition, as a result of the Acquisition, Green Trees historical goodwill was derecognized and the amount of goodwill resulting from the purchase of Green Tree by the Company, which has an indefinite life, was recognized in the estimated amount of $481.4 million. | |||
G) | This adjustment primarily reflects the recognition of deferred debt issuance costs related to the Term Loans of $25.4 million and the write-off of $11.5 million of unamortized debt issuance costs related to the Green Tree secured credit facility, which was settled simultaneously with the closing of the Acquisition. | ||
H) | This adjustment primarily reflects the amount of accrued debt issuance costs of $25.4 million offset by an adjustment to record other liabilities to fair value. | ||
I) | This adjustment reflects the impact of income taxes on the combined company and includes: |
| As a result of the Acquisition, the Company will no longer qualify as a REIT; therefore, the Company recorded an increase to the deferred tax liability of $46.5 million as well as a current tax payable of $8.6 million and a corresponding reduction to retained earnings at June 30, 2011. The pro forma combined statement of operations does not reflect the impact of this increase as this amount is directly attributable to the transaction and is not expected to have a continuing impact on the Companys operations. | ||
| As a result of certain purchase price entries that were pushed down to taxable entities within the consolidated Green Tree entity, the Company recorded a $23.3 million deferred tax liability at June 30, 2011. | ||
| Because the Company no longer qualifies as a REIT, the Company has included a pro forma adjustment for estimated income tax expense based on an estimated statutory tax rate of 38%. |
J) | The $485.4 million adjustment to debt and collateralized borrowings on the pro forma combined balance sheet represents the issuance of the Term Loans with an aggregate face value of $765 million and discount of $16.8 million offset by the settlement of the Green Tree secured credit facility with a carrying amount of $262.7 million. | ||
As described in Item G above, the Company recognized deferred debt issuance costs related to the Term Loans of $25.4 million and wrote-off $11.5 million of unamortized debt issuance costs related to the Green Tree secured credit facility. The new debt issuance costs of $25.4 million will be amortized using the effective interest method. The amount of pro forma amortization of debt issuance costs associated with the Term Loans is $3.1 million and $6.1 million for the six months ended June 30, 2011 and the year ended December 31, 2010, respectively. Note that the pro forma combined statement of operations does not reflect the $11.5 million impact of the write-off of the deferred debt issuance costs as the amount is directly related to the Transaction and is not expected to have a continuing impact on operations. | |||
The pro forma interest expense includes an adjustment to reflect the interest associated with the $500 million first lien term loan at a rate of LIBOR +6.25% and for the $250 million second lien term loan at a rate of LIBOR +11.00% as well as the amortization of the Term Loans discount. The amount of pro forma interest expense recorded is $37.1 million for the six months ended June 30, 2011 and $72.7 million for the year ended December 31, 2010. An increase of 0.125% per annum related to the interest rate on borrowings made under the Term Loans would increase pro forma interest expense by approximately $0.5 million for the six months ended June 30, 2011 and $1.0 million for the year ended December 31, 2010. | |||
The pro forma adjustments to interest expense include the impact of the monetization of unencumbered assets, which was completed for the purpose of the Acquisition. The amount of the adjustment is to increase interest expense by $8.5 million and $23.9 million for the six months ended June 30, 2011 and the year ended December 31, 2010, respectively, as well as increase interest income by |
$.8 million and $9.9 million for the same periods, respectively. There were also adjustments to decrease the general and administrative expense of $0.3 million for the six months ended June 30, 2011 and $0.5 million for the year ended December 31, 2010 in order to remove the impact of the legal and professional costs associated with the monetization of the unencumbered assets. | |||
Finally, the pro forma interest expense adjustments eliminate the historical interest expense that Green Tree recorded for its secured credit facility, which was paid off simultaneously with the closing of the Acquisition. The interest expense that was eliminated was $15.4 million for the six months ended June 30, 2011 and $33.7 million for the year ended December 31, 2010. |
K) | This adjustment reflects the elimination of the historical equity accounts of Green Tree and the issuance of 1,812,532 shares (at a par value of $0.01) of the Companys common stock at a price of $22.19 per share. | ||
L) | This adjustment represents changes to cash flow projections used in the valuations due to changes in market conditions as of the date of acquisition. | ||
M) | During the six months ended June 30, 2011, the Company incurred acquisition-related transaction costs consisting primarily of investment banking and legal fees of $12.2 million. This amount is reflected in the Companys unaudited historical interim condensed consolidated statement of operations for the six months ended June 30, 2011 within general and administrative expenses. A pro forma adjustment has been made to eliminate $12.2 million of these costs and the related tax benefit of $4.6 million from the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2011 due to their non-recurring nature. | ||
N) | This adjustment eliminates the impact of the change in fair value of servicing rights as they are now recorded at amortized cost. | ||
O) | In order to better reflect the financial results of the combined companies, the subordinate security, real estate owned, net and deferred debt issuance costs have been reclassified to other assets while premises and equipment which were previously reported as other assets has been reclassified as a separate line item in the combined condensed balance sheet. Servicing fee receivables, which have historically been presented as servicing advances and receivables, net have been reclassified to receivables, net while servicing advances are now presented with servicer and protective advances, net. Accrued interest has been presented in accounts payable and other accrued liabilities. Premium revenue has been reclassified to insurance revenue. Legal and professional, occupancy and technology and communications expenses have been presented as general and administrative expenses while claims expense and real estate owned expenses, net have been reclassified to other expenses. Finally, gain on mortgage-backed debt extinguishment has been reclassified to other income. | ||
P) | Reclassification to conform to the ongoing operations of the combined company. |
5. Pro Forma Loss Per Share
The following table sets forth the computation of unaudited pro forma basic and diluted loss per
share (in thousands, except for per share information):
Six Months Ended June 30, 2011 | Year ended December 31, 2010 | |||||||||||||||||||||||
Loss | Shares | Per share amount | Loss | Shares | Per share amount | |||||||||||||||||||
Loss per basic share |
$ | (23,370 | ) | 28,434 | $ | (0.82 | ) | $ | (8,919 | ) | 28,244 | $ | (0.32 | ) | ||||||||||
Loss per diluated share |
$ | (23,370 | ) | 28,434 | $ | (0.82 | ) | $ | (8,919 | ) | 28,244 | $ | (0.32 | ) |
Shares utilized in the calculation of pro forma basic and diluted loss per share are as
follows:
Six months ended | Year ended | |||||||
June 30, 2011 | December 31, 2010 | |||||||
Weighted-average shares outstanding, basic |
26,621,326 | 26,431,853 | ||||||
Shares issued in the transaction |
1,812,532 | 1,812,532 | ||||||
Total |
28,433,858 | 28,244,385 | ||||||
Weighted-average shares outstanding, diluted |
26,621,326 | 26,431,853 | ||||||
Shares issued in the transaction |
1,812,532 | 1,812,532 | ||||||
Total |
28,433,858 | 28,244,385 |
Potentially dilutive securities consisting of stock options issued prior to the Acquisition
were excluded from the per share calculations above for the six months ended June 30, 2011 and
twelve months ended December 31, 2010 because their effect was antidilutive.