Attached files
file | filename |
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EX-23.1 - EX-23.1 - Consolidated Communications Holdings, Inc. | a12-20719_1ex23d1.htm |
8-K/A - 8-K/A - Consolidated Communications Holdings, Inc. | a12-20719_18ka.htm |
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
The following unaudited pro forma condensed combined financial statements (pro forma financial statements) of Consolidated Communications Holdings, Inc. (Consolidated) and SureWest Communications (SureWest) have been prepared to reflect Consolidateds acquisition of SureWest (the Merger), as more fully described in Note 1 to the pro forma financial statements, based on the purchase method of accounting. The pro forma financial statements utilize the historical consolidated financial statements of Consolidated and SureWest. The historical consolidated financial statements have been adjusted to give effect to pro forma events that are directly attributable to the Merger and factually supportable and, in the case of the statements of operations, that are expected to have a continuing impact. The unaudited pro forma condensed combined statements of operations, which has been prepared for the six months ended June 30, 2012 and the year ended December 31, 2011, gives effect to the Merger as if it had occurred on January 1, 2011. The unaudited pro forma condensed combined balance sheet has been prepared as of June 30, 2012 and gives effect to the Merger as if it had occurred on that date.
As of the date hereof, Consolidated has not finalized the detailed valuation studies necessary to arrive at the required fair market value of the SureWest assets to be acquired and the liabilities to be assumed and the related allocations of the purchase price. As indicated in Note 1 to the pro forma financial statements, Consolidated has made certain pro forma adjustments to the historical book values of the assets and liabilities of SureWest to reflect certain preliminary estimates of the fair value of the net assets acquired, with the excess of the estimated purchase price over the estimated fair values of SureWests acquired assets and assumed liabilities recorded as goodwill. Actual results are expected to differ from these preliminary estimates once Consolidated has completed the valuation studies necessary to finalize the required purchase price allocations. There can be no assurances that such finalization of the valuation studies will not result in material changes. Consolidated performed a preliminary assessment of accounting policies and financial statement presentation which has identified certain adjustments necessary to conform information in SureWests historical financial statements to Consolidateds combined accounting policies and presentation. The review of the accounting policies and presentation is not yet complete and additional policy differences may be identified when completed.
These pro forma financial statements should be read in conjunction with the historical consolidated financial statements and accompanying notes of Consolidated and SureWest.
The pro forma financial statements are not intended to represent or be indicative of the consolidated results of operations or financial condition of the combined company that would have been reported had the Merger 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 the combined company.
The pro forma financial statements do not include the realization of future cost savings or synergies or restructuring charges that are expected to result from Consolidateds acquisition of SureWest.
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2012
(amounts in thousands, except per share amounts)
|
|
Consolidated |
|
SureWest |
|
Pro Forma |
|
Note 4 |
|
Pro Forma |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating revenues |
|
$ |
186,369 |
|
$ |
127,556 |
|
$ |
346 |
|
(a) |
|
$ |
314,271 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
| ||||
Operating expenses (exclusive of depreciation and amortization) |
|
111,914 |
|
94,476 |
|
346 |
|
(a) |
|
206,736 |
| ||||
Transaction costs |
|
5,384 |
|
12,695 |
|
(18,079 |
) |
(b) |
|
|
| ||||
Depreciation and amortization |
|
44,006 |
|
32,052 |
|
5,772 |
|
(c) |
|
81,830 |
| ||||
Total operating expenses |
|
161,304 |
|
139,223 |
|
(11,961 |
) |
|
|
288,566 |
| ||||
Operating income (loss) |
|
25,065 |
|
(11,667 |
) |
12,307 |
|
|
|
25,705 |
| ||||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
| ||||
Interest expense |
|
(31,493 |
) |
(4,905 |
) |
(4,239 |
) |
(d) |
|
(40,637 |
) | ||||
Investment income |
|
13,228 |
|
67 |
|
|
|
|
|
13,295 |
| ||||
Other, net |
|
199 |
|
(114 |
) |
|
|
|
|
85 |
| ||||
Income (loss) before income taxes |
|
6,999 |
|
(16,619 |
) |
8,068 |
|
|
|
(1,552 |
) | ||||
Income tax expense (benefit) |
|
2,209 |
|
(4,197 |
) |
1,003 |
|
(e) |
|
(985 |
) | ||||
Net income (loss) |
|
4,790 |
|
(12,422 |
) |
7,065 |
|
|
|
(567 |
) | ||||
Less: net income attributable to noncontrolling interest |
|
245 |
|
|
|
|
|
|
|
245 |
| ||||
Net income (loss) attributable to common stockholders |
|
$ |
4,545 |
|
$ |
(12,422 |
) |
$ |
7,065 |
|
|
|
$ |
(812 |
) |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net income (loss) per common share - basic and diluted |
|
$ |
0.15 |
|
$ |
(0.88 |
) |
n/a |
|
|
|
$ |
(0.02 |
) | |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Shares of common stock used to calculate earnings per share: |
|
|
|
|
|
|
|
|
|
|
| ||||
Basic |
|
29,689 |
|
14,064 |
|
(4,098 |
) |
(f) |
|
39,655 |
| ||||
Diluted |
|
29,689 |
|
14,064 |
|
(4,098 |
) |
(f) |
|
39,655 |
|
See accompanying notes to the unaudited pro forma condensed combined financial statements.
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2011
(amounts in thousands, except per share amounts)
|
|
Consolidated |
|
SureWest |
|
Pro Forma |
|
Note 4 |
|
Pro Forma |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Operating revenues |
|
$ |
374,263 |
|
$ |
248,053 |
|
$ |
1,274 |
|
(a) |
|
$ |
623,590 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
| ||||
Operating expenses (exclusive of depreciation and amortization) |
|
222,963 |
|
169,363 |
|
1,274 |
|
(a) |
|
393,600 |
| ||||
Depreciation and amortization |
|
88,745 |
|
63,965 |
|
11,682 |
|
(c) |
|
164,392 |
| ||||
Total operating expenses |
|
311,708 |
|
233,328 |
|
12,956 |
|
|
|
557,992 |
| ||||
Operating income |
|
62,555 |
|
14,725 |
|
(11,682 |
) |
|
|
65,598 |
| ||||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
| ||||
Interest expense |
|
(49,394 |
) |
(11,586 |
) |
(23,478 |
) |
(d) |
|
(84,458 |
) | ||||
Investment income |
|
27,843 |
|
39 |
|
|
|
|
|
27,882 |
| ||||
Other, net |
|
823 |
|
(41 |
) |
|
|
|
|
782 |
| ||||
Income before income taxes |
|
41,827 |
|
3,137 |
|
(35,160 |
) |
|
|
9,804 |
| ||||
Income tax expense |
|
14,845 |
|
1,335 |
|
(12,658 |
) |
(e) |
|
3,522 |
| ||||
Net income |
|
26,982 |
|
1,802 |
|
(22,502 |
) |
|
|
6,282 |
| ||||
Less: net income attributable to noncontrolling interest |
|
572 |
|
|
|
|
|
|
|
572 |
| ||||
Net income attributable to common stockholders |
|
$ |
26,410 |
|
$ |
1,802 |
|
$ |
(22,502 |
) |
|
|
$ |
5,710 |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
Net income per common share - basic and diluted |
|
$ |
0.88 |
|
$ |
0.13 |
|
n/a |
|
|
|
$ |
0.14 |
| |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Shares of common stock used to calculate earnings per share: |
|
|
|
|
|
|
|
|
|
|
| ||||
Basic |
|
29,600 |
|
13,876 |
|
(3,910 |
) |
(f) |
|
39,566 |
| ||||
Diluted |
|
29,600 |
|
13,936 |
|
(3,970 |
) |
(f) |
|
39,566 |
|
See accompanying notes to the unaudited pro forma condensed combined financial statements.
CONSOLIDATED COMMUNICATIONS HOLDINGS, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2012
(amounts in thousands)
|
|
Consolidated |
|
SureWest |
|
Pro Forma |
|
Note 5 |
|
Pro Forma |
| ||||
ASSETS |
|
|
|
|
|
|
|
|
|
|
| ||||
Current assets: |
|
|
|
|
|
|
|
|
|
|
| ||||
Cash and cash equivalents |
|
$ |
400,066 |
|
$ |
13,958 |
|
$ |
(393,147 |
) |
(b) |
|
$ |
20,877 |
|
Accounts receivable, net |
|
35,165 |
|
21,578 |
|
|
|
|
|
56,743 |
| ||||
Inventories |
|
7,233 |
|
|
|
5,009 |
|
(a) |
|
12,242 |
| ||||
Income tax receivable |
|
11,276 |
|
|
|
|
|
|
|
11,276 |
| ||||
Deferred income taxes |
|
4,825 |
|
4,810 |
|
(705 |
) |
(g) |
|
8,930 |
| ||||
Prepaid expenses and other current assets |
|
7,769 |
|
8,095 |
|
1,074 |
|
(c) |
|
16,938 |
| ||||
Total current assets |
|
466,334 |
|
48,441 |
|
(387,769 |
) |
|
|
127,006 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Property, plant and equipment, net |
|
321,047 |
|
528,686 |
|
(5,009 |
) |
(a) |
|
929,833 |
| ||||
|
|
|
|
|
|
85,109 |
|
(c) |
|
|
| ||||
Investments |
|
99,423 |
|
|
|
|
|
|
|
99,423 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Intangible and other assets: |
|
|
|
|
|
|
|
|
|
|
| ||||
Tradenames, indefinite life assets and goodwill |
|
532,909 |
|
45,814 |
|
12,357 |
|
(c) |
|
591,080 |
| ||||
Customer lists, net |
|
46,742 |
|
810 |
|
24,190 |
|
(c) |
|
71,742 |
| ||||
Deferred charges and other assets |
|
12,981 |
|
7,431 |
|
(2,886 |
) |
(d) |
|
17,526 |
| ||||
|
|
592,632 |
|
54,055 |
|
33,661 |
|
|
|
680,348 |
| ||||
|
|
$ |
1,479,436 |
|
$ |
631,182 |
|
$ |
(274,008 |
) |
|
|
$ |
1,836,610 |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
|
|
|
|
|
|
|
|
|
|
| ||||
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
| ||||
Accounts payable |
|
$ |
15,128 |
|
$ |
4,907 |
|
$ |
|
|
|
|
$ |
20,035 |
|
Other accrued liabilities |
|
42,980 |
|
34,448 |
|
(20,634 |
) |
(e) |
|
56,794 |
| ||||
Advance billings and deferred revenues |
|
20,974 |
|
8,839 |
|
|
|
|
|
29,813 |
| ||||
Dividends payable |
|
11,603 |
|
|
|
|
|
|
|
11,603 |
| ||||
Current portion of long-term debt and capital lease obligations |
|
9,016 |
|
7,500 |
|
(7,500 |
) |
(f) |
|
9,016 |
| ||||
Current portion of pension and postretirement benefit obligations |
|
2,579 |
|
|
|
|
|
|
|
2,579 |
| ||||
Total current liabilities |
|
102,280 |
|
55,694 |
|
(28,134 |
) |
|
|
129,840 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Long-term debt and capital lease obligations |
|
1,169,258 |
|
218,125 |
|
(183,125 |
) |
(f) |
|
1,204,258 |
| ||||
Deferred income taxes |
|
78,794 |
|
47,458 |
|
39,551 |
|
(g) |
|
165,803 |
| ||||
Accrued pension and other post-retirement benefits |
|
89,587 |
|
54,725 |
|
4,540 |
|
(c) |
|
148,852 |
| ||||
Other liabilities and deferred revenues |
|
6,863 |
|
6,795 |
|
(1,770 |
) |
(c) |
|
11,888 |
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
|
|
| ||||
Total stockholders equity |
|
32,654 |
|
248,385 |
|
(99,991 |
) |
(h) |
|
175,969 |
| ||||
|
|
|
|
|
|
(5,079 |
) |
(h) |
|
|
| ||||
|
|
$ |
1,479,436 |
|
$ |
631,182 |
|
$ |
(274,008 |
) |
|
|
$ |
1,836,610 |
|
See accompanying notes to the unaudited pro forma condensed combined financial statements.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(amounts in thousands, except per share amounts)
1. Description of the Transaction
On July 2, 2012, Consolidated Communications Holdings, Inc. (Consolidated) completed its acquisition of SureWest Communications (SureWest). Pursuant to an Agreement and Plan of Merger, dated as of February 5, 2012 (the Merger Agreement), a wholly-owned subsidiary of Consolidated merged with and into SureWest, with SureWest as the surviving entity (the First Merger). SureWest then subsequently, also on July 2, 2012, merged with and into a separate wholly-owned subsidiary of Consolidated (the Second Merger and together with the First Merger, the Mergers). As a result of these mergers, the separate corporate existence of SureWest ceased, and the wholly-owned subsidiary of Consolidated will continue as the surviving corporation and a wholly-owned subsidiary of Consolidated.
Pursuant to the terms of the Merger Agreement, SureWest shareholders had the right to elect to exchange each share of SureWest common stock for either $23.00 in cash (without interest) or shares of Consolidated common stock having an equivalent value based on average closing prices for the 20-day period ending two days before the closing of the acquisition, subject to a collar so that there was a maximum exchange ratio of 1.40565 shares of Consolidated common stock for each share of SureWest common stock and a minimum of 1.03896 shares of Consolidated common stock for each share of SureWest common stock. Overall elections were subject to proration so that approximately 50% of the SureWest shares were exchanged for cash and approximately 50% for stock.
Consolidated will account for its acquisition of SureWest using the purchase method of accounting. The pro forma adjustments reflect preliminary estimates of the purchase price allocation, which are expected to change upon finalization of appraisals and other valuation studies. The final allocation will be based on the actual purchase price and the assets and liabilities that exist as of the date of the SureWest acquisition. The final adjustments could be materially different from the pro forma adjustments presented herein.
The unaudited pro forma condensed combined statements of operations include certain accounting adjustments related to the acquisition that are expected to have a continuing impact on the combined results, such as increased depreciation and amortization on the acquired tangible and intangible assets, increased interest expense on the additional debt incurred to complete the acquisition, amortization of deferred financing fees incurred in connection with the new borrowings and the tax impact of these pro forma adjustments.
The unaudited pro forma condensed combined statements of operations do not reflect certain adjustments that are expected to result from the acquisition that may be significant, such as costs that may be incurred by Consolidated for integration and restructuring efforts, as well as payments under certain Change in Control (CIC) Agreements with SureWest employees, because they are considered to be of a non-recurring nature.
Upon completion of the Mergers, various triggering events occurred which will result in the payment of various CIC Agreements to certain SureWest employees. The estimated payments under these CIC agreements will range from approximately $12,000 to $14,000. No adjustment has been included in the pro forma financial statements for these payments.
Consolidated expects to realize synergies following the acquisition that are not reflected in the pro forma adjustments. The transaction is expected to generate annual operating synergies of approximately $25,000 and annual capital expenditure synergies of $5,000 to $10,000, which are expected to be fully realized by the end of the first full year after the close on a run-rate basis. No assurance can be given with respect to the ultimate level of such synergies or the timing of their realization. Consolidated also expects to incur merger and integration costs, excluding closing costs, of approximately $20,000 to $25,000 over the first two fiscal years following the close.
2. Estimated Purchase Price
The following is the preliminary purchase price paid by Consolidated in the acquisition of SureWest:
Number of shares of SureWest common stock and equity awards outstanding at the effective time of the First Merger |
|
14,776 |
|
|
| ||
Number of shares convertible into Consolidated common stock |
|
7,090 |
|
|
| ||
Exchange ratio (a) |
|
1.40565 |
|
|
| ||
Number of shares of Consolidated common stock issued to holders of SureWest common stock (b) |
|
9,966 |
|
|
| ||
Multiplied by cost per share of Consolidated common stock (c) |
|
$ |
14.89 |
|
|
| |
Stock portion of the merger consideration |
|
|
|
$ |
148,394 |
| |
Cash portion of the merger consideration (d) |
|
|
|
176,778 |
| ||
Repayment of outstanding SureWest debt |
|
|
|
225,625 |
| ||
Estimated purchase price |
|
|
|
$ |
550,797 |
| |
(a) The exchange ratio was subject to a collar so that there was a maximum exchange ratio of 1.40565 shares of Consolidated common stock for each share of SureWest common stock and a minimum of 1.03896 shares of Consolidated common stock for each share of SureWest common stock.
(b) Represents the product of the number of shares of SureWest common stock convertible into Consolidated common stock based on the exchange ratio.
(c) Represents the opening price of Consolidated common stock on July 2, 2012.
(d) Represents the product of 7,686 SureWest shares and equity awards outstanding exchanged for cash at $23.00 per share.
3. Estimated purchase price allocation
The estimated purchase price has been allocated to the estimated net tangible and intangible assets acquired and liabilities assumed on a preliminary basis as follows:
Estimated purchase price |
|
|
|
$ |
550,797 |
|
|
|
|
|
|
| |
Current assets |
|
53,819 |
|
|
| |
Property, plant & equipment |
|
608,786 |
|
|
| |
Customer lists |
|
25,000 |
|
|
| |
Tradenames, indefinite life assets and goodwill |
|
58,171 |
|
|
| |
Other assets |
|
4,545 |
|
|
| |
Current liabilities |
|
(48,225 |
) |
|
| |
Pension & other postretirement benefit obligations |
|
(59,265 |
) |
|
| |
Deferred income taxes |
|
(87,009 |
) |
|
| |
Other liabilities |
|
(5,025 |
) |
|
| |
Net assets acquired |
|
|
|
$ |
550,797 |
|
For purposes of preparing the pro forma financial statements, the estimated purchase price stated above has been allocated based on the preliminary estimates of the fair value of the assets acquired and liabilities assumed. The final purchase price allocation will be based on the estimated fair values at the completion of the Mergers and could vary significantly from the pro forma amounts due to various factors. Accordingly, the preliminary estimated fair values of the assets and liabilities recorded are subject to change pending additional information that may be developed by Consolidated and SureWest. Allocation of an increased portion of the purchase price to property, plant and equipment or any identifiable intangible asset with a finite life could reduce the amount of goodwill in the pro
forma financial statements and may result in increased depreciation and/or amortization expense, which could be material.
4. Pro Forma Adjustments Statements of Operations
Following are pro forma adjustments included in the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2012 and the year ended December 31, 2011 and gives effect to the Mergers as if it had occurred on January 1, 2011:
(a) Accounting Policies and Presentation
A preliminary review of the accounting policies and presentation of the financial statements of SureWest has been performed to conform to those of Consolidated. Based on this review, certain amounts included in SureWests historical financial statements have been reclassified to conform to Consolidateds accounting policies and presentation. The pro forma adjustment reflects the reclassification of SureWest bad debt expense from operating revenues to operating expenses.
The final results of the complete review of accounting policies and presentation may result in additional differences. There can be no assurances that such finalization will not result in material differences.
(b) Transaction Costs
The pro forma adjustment reflects the removal of transaction costs that were incurred by Consolidated and SureWest directly related to the acquisition during the six months ended June 30, 2012. These costs have been excluded from the unaudited pro forma condensed combined statements of operations since they are considered to be of a non-recurring nature.
(c) Depreciation and Amortization
The pro forma adjustments to depreciation and amortization reflect the removal of the historical basis of depreciation and amortization for the SureWest assets and the increase in depreciation and amortization expense for property and equipment and finite-lived intangible assets acquired in the SureWest acquisition, based on the write-up of these assets to their fair values in accordance with Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations. The following table summarizes the pro forma adjustments to depreciation and amortization:
|
|
Six Months |
|
|
| ||
|
|
Ended |
|
Year Ended |
| ||
|
|
June 30, 2012 |
|
December 31, 2011 |
| ||
Removing historical depreciation and amortization |
|
$ |
(32,052 |
) |
$ |
(63,965 |
) |
Recording new depreciation and amortization |
|
37,824 |
|
75,647 |
| ||
|
|
$ |
5,772 |
|
$ |
11,682 |
|
(d) Interest Expense
The pro forma adjustments to interest expense, as summarized in the following table, reflect the removal of SureWests historical interest expense and the additional interest expense resulting from the new borrowings to finance the acquisition. The pro forma adjustments are based on the amounts borrowed and the interest rates in effect at the closing of the Mergers.
|
|
|
|
|
|
Six Months |
|
|
| |||
|
|
Principal |
|
|
|
Ended |
|
Year Ended |
| |||
|
|
Outstanding |
|
Interest Rate |
|
June 30, 2012 |
|
December 31, 2011 |
| |||
Removal of historical interest expense: |
|
|
|
|
|
|
|
|
| |||
SureWest interest expense |
|
|
|
|
|
$ |
(4,905 |
) |
$ |
(11,586 |
) | |
Consolidated interest expense for bridge notes |
|
|
|
|
|
(1,458 |
) |
|
| |||
Consolidated amortization of debt issuance costs for bridge notes |
|
|
|
|
|
(4,160 |
) |
|
| |||
Consolidated interest and debt issuance amortization associated with Senior Notes |
|
|
|
|
|
(2,770 |
) |
|
| |||
|
|
|
|
|
|
|
|
|
| |||
Recording of new interest expense: |
|
|
|
|
|
|
|
|
| |||
Senior Notes |
|
$ |
300,000 |
|
10.875 |
% |
16,313 |
|
32,625 |
| ||
Revolving credit facility |
|
$ |
35,000 |
|
3.480 |
% |
609 |
|
1,218 |
| ||
Amortization of discount |
|
|
|
|
|
122 |
|
245 |
| |||
Amortization of debt issuance costs: |
|
|
|
|
|
|
|
|
| |||
Senior Notes |
|
|
|
|
|
488 |
|
976 |
| |||
Net adjustment to interest expense |
|
|
|
|
|
$ |
4,239 |
|
$ |
23,478 |
|
During the quarter ended March 31, 2012, Consolidated entered into a $350,000 senior unsecured bridge facility in order to finance the acquisition. Rather than borrow under the bridge facility, Consolidated completed an offering on May 30, 2012 of $300,000 aggregate principal amount of 10.875% Senior Notes due in 2020. Consolidated also used $35,000 in borrowings from its $50,000 secured revolving credit facility to fund the acquisition. The pro forma adjustments are based on the issuance of the new borrowings as if such issuance had occurred on January 1, 2011.
For all periods presented, pro forma interest expense includes the amortization of expected financing costs related to the private placement offering of $7,804 based on a term of eight years. Pro forma interest expense does not include amortization of financing costs of $4,160 incurred during the six months ended June 30, 2012 related to the bridge facility commitment entered into in connection with the Mergers. An increase or decrease of 0.125% in the interest rate on the revolving credit facility would change annual pro forma interest expense by $44.
(e) Income Tax Expense
The blended effective tax rate applied to the deductible pro forma adjustments related to the Mergers and related financing is 36% for the periods presented. The pro forma adjustments for transaction costs incurred in connection with the Mergers have been treated consistent with the historical deductibility for income tax purposes.
(f) Earnings Per Share
The pro forma adjustment reflects the change in outstanding shares to calculate basic and dilutive earnings per share based on the Mergers:
|
|
Six Months |
|
|
|
|
|
Ended |
|
Year Ended |
|
|
|
June 30, 2012 |
|
December 31, 2011 |
|
Shares Used in Basic Earnings Per Share |
|
|
|
|
|
|
|
|
|
|
|
Cancellation of SureWest shares |
|
(14,064 |
) |
(13,876 |
) |
Issuance of Consolidated shares |
|
9,966 |
|
9,966 |
|
|
|
(4,098 |
) |
(3,910 |
) |
|
|
|
|
|
|
Shares Used in Diluted Earnings Per Share |
|
|
|
|
|
|
|
|
|
|
|
Cancellation of SureWest shares |
|
(14,064 |
) |
(13,936 |
) |
Issuance of Consolidated shares |
|
9,966 |
|
9,966 |
|
|
|
(4,098 |
) |
(3,970 |
) |
5. Pro Forma Adjustments Balance Sheet
The following are the pro forma adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2012 and gives effect to the Mergers as if they had occurred on that date:
(a) Accounting Policies and Presentation
In connection with the Merger Agreement, a preliminary review of the accounting policies and presentation of the financial statements of SureWest has been performed to conform to those of Consolidated. Based on this review, certain amounts included in SureWests historical financial statements have been reclassified to conform to Consolidateds accounting policies and presentation. The pro forma adjustment reflects the reclassification of SureWest construction inventory of $5,009 from property, plant and equipment to current assets.
The final results of the complete review of accounting policies and presentation may result in additional differences. There can be no assurances that such finalization will not result in material differences.
(b) Cash
Pro forma adjustments to cash are the result of cash used to fund the acquisition of SureWest, the retirement of SureWests long-term debt and estimated transaction costs to be paid after June 30, 2012. Following is a preliminary estimate of net cash used for the Mergers:
Cash consideration for acquisition |
|
$ |
(176,778 |
) |
Estimated transaction costs Consolidated |
|
(6,300 |
) | |
Estimated transaction costs SureWest |
|
(7,900 |
) | |
Deferred financing costs |
|
(11,544 |
) | |
Draw on revolving credit facility |
|
35,000 |
| |
Retirement of SureWests long-term debt |
|
(225,625 |
) | |
Net cash used |
|
$ |
(393,147 |
) |
As of June 30, 2012, Consolidated and SureWest have paid approximately $4,200 and $4,800, respectively, for transaction costs, which are included in the historical cash balances as of June 30, 2012.
(c) Fair Value Estimates
The pro forma adjustments reflect the preliminary purchase accounting fair value estimates for the net assets to be acquired. This is an estimate based on preliminary purchase price allocation which is subject to final allocation upon completion of the valuation process.
Increase to assets held for sale |
|
$ |
1,074 |
|
Increase to property, plant and equipment, net |
|
85,109 |
| |
Increase to customer lists |
|
24,190 |
| |
Increase in accrued pension and other post-retirement benefits |
|
4,540 |
| |
Decrease in other liabilities and deferred revenues |
|
(1,770 |
) | |
|
|
|
| |
Tradenames, indefinite life assets and goodwill: |
|
|
| |
Increase to tradenames, indefinite life assets and goodwill |
|
$ |
58,171 |
|
Remove historical SureWest goodwill |
|
(45,814 |
) | |
|
|
$ |
12,357 |
|
(d) Deferred Financing Costs and Other Assets
The pro forma adjustments to deferred financing costs and other assets are as follows:
Removal of SureWest deferred financing costs |
|
$ |
(2,786 |
) |
Decrease in fair value of other assets |
|
(100 |
) | |
|
|
$ |
(2,886 |
) |
(e) Other Accrued Liabilities
The pro forma adjustment reflects the removal of accrued transaction and financing costs included in Consolidated and SureWests historical financial statements at June 30, 2012.
(f) Debt
The pro forma adjustments reflect the payment and incurrence of debt as follows:
Non-current portion: |
|
|
| |
Repayment of existing SureWest credit facility |
|
$ |
(218,125 |
) |
Draw on revolving credit facility |
|
35,000 |
| |
Adjustment to non-current portion of long-term debt |
|
$ |
(183,125 |
) |
|
|
|
| |
Current portion: |
|
|
| |
Repayment of existing SureWest credit facility |
|
$ |
(7,500 |
) |
(g) Income Taxes
The pro forma adjustments reflect the income tax impact assuming a marginal combined state and federal tax rate of approximately 36% of the pro forma adjustments resulting from the Mergers. The pro forma adjustments to current deferred tax assets and long-term deferred tax liabilities reflect the change in fair value of the net assets to be acquired.
(h) Stockholders Equity
The pro forma stockholders equity reflects the following adjustments:
Equity issued to SureWest shareholders |
|
$ |
148,394 |
|
Elimination of historical SureWest shareholders equity |
|
(248,385 |
) | |
|
|
$ |
(99,991 |
) |
In addition, retained earnings were reduced by $5,079 for estimated transaction costs. The estimated transaction costs expected to be incurred in connection with the Mergers have not been assessed for deductibility for income tax purposes and accordingly are assumed to be nondeductible for pro forma purposes.