Attached files
file | filename |
---|---|
EX-99.3 - EX-99.3 - DIGITAL REALTY TRUST, INC. | dlr-20200309xex99d3.htm |
EX-99.1 - EX-99.1 - DIGITAL REALTY TRUST, INC. | dlr-20200309xex99d1.htm |
EX-23.1 - EX-23.1 - DIGITAL REALTY TRUST, INC. | dlr-20200309xex23d1.htm |
8-K/A - 8-K/A - DIGITAL REALTY TRUST, INC. | dlr-20200526x8ka.htm |
Exhibit 99.2
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENTS
Introduction
On October 29, 2019, Digital Realty Trust, Inc. (“Digital Realty” or “DLR”) and its indirect subsidiary, Digital Intrepid Holding B.V. (formerly known as DN 39J 7A B.V.), a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (“Buyer”), entered into a purchase agreement (as amended, the “purchase agreement”) with InterXion Holding N.V., a Dutch public limited liability company (naamloze vennootschap) organized under the laws of the Netherlands (“Interxion” or “INXN”), pursuant to which Buyer commenced an exchange offer (the “offer”) to purchase all of the outstanding ordinary shares, nominal value €0.10 per share, of INXN (the “INXN shares”) in exchange for 0.7067 shares of common stock of DLR per INXN share (the “offer consideration”). We refer to the acquisition of the INXN shares and related transactions contemplated by the purchase agreement as the “Interxion combination.”
Pursuant to the terms and conditions in the purchase agreement, on March 9, 2020, Buyer accepted the tender of 64,732,624 INXN shares, representing approximately 83.3% of the outstanding INXN shares on a fully-diluted and as-converted basis, in exchange for the offer consideration, with cash paid in lieu of any fractional shares, without interest. Also on March 9, 2020, Buyer commenced a subsequent offering period for the exchange offer, which expired on March 12, 2020 and in which an additional 6,130,112 INXN shares were tendered in exchange for the offer consideration, with cash paid in lieu of any fractional shares, without interest, resulting in Buyer owning approximately 92.3% of INXN. Following the expiration of the subsequent offering period, DLR and INXN effectuated a corporate reorganization of INXN and its subsidiaries, pursuant to which holders of INXN shares that did not tender their shares received DLR common stock and cash in lieu of fractional shares, without interest, at the exchange ratio of 0.7067. DLR delivered such shares to its exchange agent on or about March 13, 2020 for settlement to such non-tendering holders of INXN shares. In addition, (i) each outstanding INXN restricted share held by a non-employee director of INXN was converted into the right to receive the offer consideration, (ii) each outstanding INXN restricted share held by a person other than a non-employee director of INXN was assumed by DLR and converted into 0.7067 restricted stock units covering shares of DLR common stock (“DLR RSUs”), (iii) each outstanding award of performance stock granted by INXN was deemed to have satisfied the performance condition applicable thereto at the level specified in the purchase agreement and was assumed by DLR and converted into 0.7067 DLR RSUs per INXN share, (iv) each outstanding INXN stock option (whether or not then vested or exercisable) was converted into the right to receive the offer consideration with respect to a number of INXN shares based on a formula contemplated by the purchase agreement based on the exchange ratio of 0.7067 and (v) each outstanding award of INXN shares granted under INXN’s "YourShare" equity incentive plan subject to a holding period was converted into a number of shares of DLR common stock equal to the product of (a) the number of shares underlying such INXN’s equity incentive plan award immediately prior to the closing multiplied by (b) the exchange ratio of 0.7067.
The equity value of the Interxion combination is equal to a total value of approximately €6.3 billion or approximately $7.0 billion for Interxion’s entire issued capital based on the share price of $128.24 per share of DLR common stock at the close of trading on March 6, 2020 (the last available price prior to the time of acceptance in the offer of 12:01 a.m. Eastern time on March 9, 2020) and based on an exchange rate of $1.1284 to €1.00, the exchange rate on March 6, 2020 (the last available exchange rate prior to the time of acceptance in the offer of 12:01 a.m. Eastern time on March 9, 2020). Based on the above, 54.3 million new shares of DLR common stock were issued in the Interxion combination in settlement of the offer, the subsequent offering period and in the post-offer reorganization.
These unaudited pro forma condensed combined income statements, which we refer to as the pro forma income statements, were prepared using the acquisition method of accounting consistent with the requirements of Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 805, Business Combinations, with DLR considered the accounting acquirer of INXN. Under the acquisition method of accounting, on March 9, 2020, the date on which DLR accepted the tender of, and acquired, 83.3% of the outstanding INXN shares on a fully-diluted and as-converted basis, the provisional purchase price was allocated to the underlying INXN tangible and intangible assets acquired and liabilities assumed based on their respective preliminary fair values with the excess purchase price
1
allocated to goodwill. The final purchase price allocation will be completed after the asset and liability valuations are finalized. A final determination of fair value will be made by management after giving consideration to relevant information, including a final valuation prepared by independent valuation specialists. Any final adjustments may change the allocation of purchase price and could affect the fair value assigned to the assets and liabilities and result in a change to the pro forma income statements presented herein and such changes could be material. Amounts provisionally allocated to intangible assets and the estimated useful lives of intangible assets with definite lives may change significantly, which could result in a material increase or decrease in amortization of definite lived intangible assets. Estimates related to the determination of fair value and useful lives of other assets acquired may also change, which could affect the fair value assigned to the other assets and result in a material increase or decrease in depreciation or amortization expense.
Assumptions and estimates underlying the unaudited adjustments to the pro forma income statements are described in the accompanying notes. The historical consolidated income statements of Digital Realty have been adjusted in the pro forma income statements to give effect to pro forma events that are: (1) directly attributable to the Interxion combination, (2) factually supportable and (3) expected to have a continuing impact on the operating results of DLR following the Interxion combination. The pro forma income statements for the three months ended March 31, 2020 and the year ended December 31, 2019 combine the historical consolidated income statements of DLR and INXN, giving effect to the Interxion combination as if it had been consummated on January 1, 2019, the beginning of the earliest period presented. This information is presented for illustrative purposes only. It is neither indicative of the consolidated operating results that would have occurred if such Interxion combination had occurred on the dates described above and in accordance with the assumptions described below, nor is it indicative of future operating results.
The pro forma income statements, although helpful in illustrating the financial characteristics of DLR following the Interxion combination under one set of assumptions, do not reflect the benefits of expected cost savings (or associated costs to achieve such savings), opportunities to earn additional revenue, or other factors that may result as a consequence of the Interxion combination and do not attempt to predict or suggest future results. Specifically, the pro forma income statements exclude projected operating efficiencies and overhead synergies expected to be achieved as a result of the Interxion combination. The pro forma income statements also exclude the effects of costs associated with any restructuring or integration activities from the Interxion combination as they are currently not known and, to the extent they occur, are expected to be non-recurring and will not have been incurred at the closing date of the Interxion combination. However, such costs could affect DLR following the Interxion combination in the period the costs are incurred or recorded.
The pro forma income statements are based on, and should be read in conjunction with:
· |
the accompanying notes to the pro forma income statements; |
· |
the historical audited consolidated financial statements of DLR and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the combined Annual Report on Form 10‑K of DLR and Digital Realty Trust, L.P. (the “Operating Partnership”) for the fiscal year ended December 31, 2019, as filed with the Securities and Exchange Commission, or the SEC, on March 2, 2020; |
· |
the historical unaudited condensed consolidated financial statements of DLR and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in the combined Quarterly Report on Form 10‑Q of DLR and the Operating Partnership for the quarterly period ended March 31, 2020, as filed with the SEC on May 11, 2020; and |
· |
the historical audited consolidated financial statements of INXN and the related notes for the fiscal year ended December 31, 2019, which are included in the Current Report on Form 8‑K/A to which these pro forma income statements are an exhibit. |
The pro forma income statements are also based, in part, upon the historical unaudited condensed consolidated income statements of INXN for the period from January 1, 2020 to March 8, 2020, which are not included in the Current Report on Form 8-K/A to which these pro forma income statements are an exhibit.
2
3
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
FOR THE THREE MONTHS ENDED MARCH 31, 2020
(In thousands, except share and per share data)
|
|
Historical |
|
Other |
|
|
|
Pro Forma |
||||||
|
|
Digital Realty |
|
Interxion |
|
Pro Forma |
|
Note |
|
Combined |
||||
|
|
Trust, Inc. |
|
(See Note 2(A)) |
|
Adjustments |
|
Reference |
|
Company |
||||
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental and other services |
|
$ |
820,072 |
|
$ |
147,999 |
|
$ |
- |
|
|
|
$ |
968,071 |
Fee income and other |
|
|
3,265 |
|
|
- |
|
|
- |
|
|
|
|
3,265 |
Total operating revenues |
|
|
823,337 |
|
|
147,999 |
|
|
- |
|
|
|
|
971,336 |
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental property operating and maintenance |
|
|
265,708 |
|
|
64,731 |
|
|
- |
|
|
|
|
330,439 |
Property taxes and insurance |
|
|
45,670 |
|
|
2,255 |
|
|
- |
|
|
|
|
47,925 |
Depreciation and amortization |
|
|
291,457 |
|
|
29,861 |
|
|
22,066 |
|
2(B) |
|
|
343,384 |
General and administrative |
|
|
63,538 |
|
|
29,331 |
|
|
- |
|
|
|
|
92,869 |
Transactions and integration |
|
|
56,801 |
|
|
75,682 |
|
|
(128,092) |
|
2(C) |
|
|
4,391 |
Other |
|
|
114 |
|
|
- |
|
|
- |
|
|
|
|
114 |
Total operating expenses |
|
|
723,288 |
|
|
201,860 |
|
|
(106,026) |
|
|
|
|
819,122 |
Operating income (loss) |
|
|
100,049 |
|
|
(53,861) |
|
|
106,026 |
|
|
|
|
152,214 |
Other Income (Expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in losses of unconsolidated joint ventures |
|
|
(78,996) |
|
|
- |
|
|
- |
|
|
|
|
(78,996) |
Gain on disposition of properties, net |
|
|
304,801 |
|
|
- |
|
|
- |
|
|
|
|
304,801 |
Interest and other income (expense), net |
|
|
(3,542) |
|
|
906 |
|
|
- |
|
|
|
|
(2,636) |
Interest expense |
|
|
(85,800) |
|
|
(12,439) |
|
|
10,835 |
|
2(D) |
|
|
(87,404) |
Income tax expense |
|
|
(7,182) |
|
|
(6,660) |
|
|
3,515 |
|
2(E) |
|
|
(10,327) |
Loss from early extinguishment of debt |
|
|
(632) |
|
|
- |
|
|
- |
|
|
|
|
(632) |
Net income (loss) from continuing operations |
|
|
228,698 |
|
|
(72,054) |
|
|
120,376 |
|
|
|
|
277,020 |
Net income attributable to noncontrolling interests |
|
|
(4,684) |
|
|
- |
|
|
- |
|
|
|
|
(4,684) |
Net income attributable to Digital Realty Trust, Inc. |
|
|
224,014 |
|
|
(72,054) |
|
|
120,376 |
|
|
|
|
272,336 |
Preferred stock dividends |
|
|
(21,155) |
|
|
- |
|
|
- |
|
|
|
|
(21,155) |
Net income (loss) from continuing operations |
|
$ |
202,859 |
|
$ |
(72,054) |
|
$ |
120,376 |
|
|
|
$ |
251,181 |
Net income (loss) per share from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.91 |
|
$ |
(0.94) |
|
|
|
|
|
|
$ |
0.95 |
Diluted |
|
$ |
0.90 |
|
$ |
(0.94) |
|
|
|
|
|
|
$ |
0.95 |
Weighted average shares of common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
222,163,324 |
|
|
76,768,097 |
|
|
41,033,738 |
|
2(F) |
|
|
263,197,062 |
Diluted |
|
|
224,474,295 |
|
|
76,768,097 |
|
|
41,033,738 |
|
2(F) |
|
|
265,508,033 |
4
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 2019
(In thousands, except share and per share data)
|
|
Historical |
|
Other |
|
|
|
Pro Forma |
||||||
|
|
Digital Realty |
|
Interxion |
|
Pro Forma |
|
Note |
|
Combined |
||||
|
|
Trust, Inc. |
|
(See Note 2(A)) |
|
Adjustments |
|
Reference |
|
Company |
||||
Operating Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental and other services |
|
$ |
3,196,356 |
|
$ |
708,479 |
|
$ |
- |
|
|
|
$ |
3,904,835 |
Fee income and other |
|
|
12,885 |
|
|
16 |
|
|
- |
|
|
|
|
12,901 |
Total operating revenues |
|
|
3,209,241 |
|
|
708,495 |
|
|
- |
|
|
|
|
3,917,736 |
Operating Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental property operating and maintenance |
|
|
1,020,578 |
|
|
312,018 |
|
|
- |
|
|
|
|
1,332,596 |
Property taxes and insurance |
|
|
172,183 |
|
|
3,554 |
|
|
- |
|
|
|
|
175,737 |
Depreciation and amortization |
|
|
1,163,774 |
|
|
123,334 |
|
|
148,740 |
|
2(B) |
|
|
1,435,848 |
General and administrative |
|
|
211,097 |
|
|
139,189 |
|
|
- |
|
|
|
|
350,286 |
Transactions and integration |
|
|
27,925 |
|
|
19,149 |
|
|
(28,916) |
|
2(C) |
|
|
18,158 |
Impairment of investments in real estate |
|
|
5,351 |
|
|
- |
|
|
- |
|
|
|
|
5,351 |
Other |
|
|
14,118 |
|
|
- |
|
|
- |
|
|
|
|
14,118 |
Total operating expenses |
|
|
2,615,026 |
|
|
597,244 |
|
|
119,824 |
|
|
|
|
3,332,094 |
Operating income |
|
|
594,215 |
|
|
111,251 |
|
|
(119,824) |
|
|
|
|
585,642 |
Other Income (Expenses): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity in losses of unconsolidated joint ventures |
|
|
8,067 |
|
|
(718) |
|
|
- |
|
|
|
|
7,349 |
Gain on disposition of properties, net |
|
|
267,651 |
|
|
- |
|
|
- |
|
|
|
|
267,651 |
Gain on deconsolidation, net |
|
|
67,497 |
|
|
- |
|
|
- |
|
|
|
|
67,497 |
Interest and other income, net |
|
|
66,000 |
|
|
4,614 |
|
|
- |
|
|
|
|
70,614 |
Interest expense |
|
|
(353,057) |
|
|
(58,280) |
|
|
40,820 |
|
2(D) |
|
|
(370,517) |
Income tax expense |
|
|
(11,995) |
|
|
(19,286) |
|
|
33,779 |
|
2(E) |
|
|
2,498 |
Loss from early extinguishment of debt |
|
|
(39,157) |
|
|
- |
|
|
- |
|
|
|
|
(39,157) |
Net income from continuing operations |
|
|
599,221 |
|
|
37,581 |
|
|
(45,225) |
|
|
|
|
591,577 |
Net income attributable to noncontrolling interests |
|
|
(19,460) |
|
|
- |
|
|
- |
|
|
|
|
(19,460) |
Net income attributable to Digital Realty Trust, Inc. |
|
|
579,761 |
|
|
37,581 |
|
|
(45,225) |
|
|
|
|
572,117 |
Preferred stock dividends |
|
|
(74,990) |
|
|
- |
|
|
- |
|
|
|
|
(74,990) |
Issuance costs associated with redeemed preferred stock |
|
|
(11,760) |
|
|
- |
|
|
- |
|
|
|
|
(11,760) |
Net income from continuing operations |
|
$ |
493,011 |
|
$ |
37,581 |
|
$ |
(45,225) |
|
|
|
$ |
485,367 |
Net income per share from continuing operations |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
2.37 |
|
$ |
0.51 |
|
|
|
|
|
|
$ |
1.85 |
Diluted |
|
$ |
2.35 |
|
$ |
0.50 |
|
|
|
|
|
|
$ |
1.84 |
Weighted average shares of common stock: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
208,325,823 |
|
|
74,234,055 |
|
|
54,298,595 |
|
2(F) |
|
|
262,624,418 |
Diluted |
|
|
209,462,247 |
|
|
74,856,140 |
|
|
54,298,595 |
|
2(F) |
|
|
263,760,842 |
5
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENTS
1. Description of the transaction and basis of pro forma presentation
Interxion’s condensed consolidated financial statements were prepared in accordance with international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, which differ in certain material respects from generally accepted accounting principles in the United States, or U.S. GAAP.
The unaudited pro forma condensed combined balance sheet is not presented herein since Digital Realty’s condensed consolidated balance sheet as of March 31, 2020 included in its Quarterly Report on Form 10-Q filed on May 11, 2020 presents the balance sheet of the combined company. Please refer to Note 3 of Digital Realty’s March 31, 2020 condensed consolidated financial statements included in its Quarterly Report on Form 10-Q filed on May 11, 2020, for further details on the preliminary estimates of the combination consideration and provisional estimates of fair values of assets acquired, liabilities assumed and goodwill.
The unaudited pro forma condensed combined income statement for each of the three months ended March 31, 2020 and the year ended December 31, 2019 are presented as if the Interxion combination had been consummated on January 1, 2019. The unaudited pro forma condensed combined income statement for the year ended December 31, 2019 combines the historical results of Digital Realty and Interxion for the year ended December 31, 2019. The unaudited pro forma condensed combined income statement for the three months ended March 31, 2020 combines the historical results of Digital Realty for the three months ended March 31, 2020 and the historical results of Interxion for the period from January 1, 2020 to March 8, 2020. In addition to certain U.S. GAAP adjustments, certain income statement reclassifications have also been reflected in order to conform to Digital Realty’s income statement presentation. Refer to Note 2 for a discussion of these U.S. GAAP and reclassification adjustments.
6
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENTS (continued)
2. Adjustments to unaudited pro forma condensed combined income statements
(A) |
Interxion classified certain amounts differently than Digital Realty in its condensed consolidated income statements. The following schedule summarizes the necessary material adjustments to conform Interxion’s unaudited condensed consolidated income statement for the period from January 1, 2020 to March 8, 2020 and audited consolidated income statement for the year ended December 31, 2019 to U.S. GAAP and to reclassify certain amounts to conform to Digital Realty’s basis of presentation. In addition, Interxion’s unaudited condensed consolidated income statement for the period from January 1, 2020 to March 8, 2020 has been translated into U.S. dollars at a rate of $1.10 to €1.00, the average exchange rate for the period from January 1, 2020 to March 8, 2020, and Interxion’s consolidated income statement for the year ended December 31, 2019 has been translated into U.S. dollars at a rate of $1.12 to €1.00, the average exchange rate for the year ended December 31, 2019 (in thousands): |
For the period from January 1, 2020 to March 8, 2020 |
|
Local Currency -- Euro (€) |
|
USD ($) |
|||||||||||||||
|
|
IFRS |
|
|
|
|
|
|
Total GAAP |
|
US GAAP |
|
US GAAP |
||||||
|
|
Interxion |
|
Reclassification Adjustments |
|
Adjustments |
|
Interxion |
|
Interxion |
|||||||||
Revenues |
|
€ |
134,201 |
|
€ |
23 |
|
(i)(a) |
|
€ |
- |
|
|
|
€ |
134,224 |
|
$ |
147,999 |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
47,709 |
|
|
(47,709) |
|
(i)(a)(c)(d)(e) |
|
|
- |
|
|
|
|
- |
|
|
- |
Sales and marketing costs |
|
|
8,085 |
|
|
(8,085) |
|
(i)(f) |
|
|
- |
|
|
|
|
- |
|
|
- |
General and administrative costs |
|
|
126,230 |
|
|
(99,629) |
|
(i)(e)(f)(g)(h)(i) |
|
|
- |
|
|
|
|
26,601 |
|
|
29,331 |
Rental property operating and maintenance |
|
|
- |
|
|
52,456 |
|
(i)(c)(g) |
|
|
6,250 |
|
(iii) |
|
|
58,706 |
|
|
64,731 |
Property taxes and insurance |
|
|
- |
|
|
2,045 |
|
(i)(d) |
|
|
- |
|
|
|
|
2,045 |
|
|
2,255 |
Depreciation and amortization |
|
|
- |
|
|
32,307 |
|
(i)(h) |
|
|
(5,225) |
|
(iii) |
|
|
27,082 |
|
|
29,861 |
Transactions and integration |
|
|
- |
|
|
68,638 |
|
(i)(i) |
|
|
- |
|
|
|
|
68,638 |
|
|
75,682 |
Total operating expenses |
|
|
182,024 |
|
|
23 |
|
|
|
|
1,025 |
|
|
|
|
183,072 |
|
|
201,860 |
Operating loss |
|
|
(47,823) |
|
|
- |
|
|
|
|
(1,025) |
|
|
|
|
(48,848) |
|
|
(53,861) |
Finance income |
|
|
911 |
|
|
(911) |
|
(i)(j) |
|
|
- |
|
|
|
|
- |
|
|
- |
Finance expense |
|
|
(13,580) |
|
|
13,580 |
|
(i)(k) |
|
|
- |
|
|
|
|
- |
|
|
- |
Interest and other income, net |
|
|
- |
|
|
911 |
|
(i)(j) |
|
|
(89) |
|
(ii) |
|
|
822 |
|
|
906 |
Interest expense |
|
|
- |
|
|
(13,580) |
|
(i)(k) |
|
|
2,299 |
|
(iii) |
|
|
(11,281) |
|
|
(12,439) |
Net loss before income tax expense |
|
|
(60,492) |
|
|
- |
|
|
|
|
1,185 |
|
|
|
|
(59,307) |
|
|
(65,394) |
Tax expense |
|
|
- |
|
|
(6,040) |
|
(i)(m) |
|
|
- |
|
|
|
|
(6,040) |
|
|
(6,660) |
Income tax expense |
|
|
(6,040) |
|
|
6,040 |
|
(i)(m) |
|
|
- |
|
|
|
|
- |
|
|
- |
Net loss |
|
€ |
(66,532) |
|
€ |
- |
|
|
|
€ |
1,185 |
|
|
|
€ |
(65,347) |
|
$ |
(72,054) |
7
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENTS (continued)
For the year ended December 31, 2019 |
|
Local Currency -- Euro (€) |
|
USD ($) |
|||||||||||||||
|
|
IFRS |
|
|
|
|
|
|
Total GAAP |
|
US GAAP |
|
US GAAP |
||||||
|
|
Interxion |
|
Reclassification Adjustments |
|
Adjustments |
|
Interxion |
|
Interxion |
|||||||||
Revenues |
|
€ |
632,925 |
|
€ |
(47) |
|
(i)(a)(b) |
|
€ |
- |
|
|
|
€ |
632,878 |
|
$ |
708,479 |
Fee income and other |
|
|
- |
|
|
14 |
|
(i)(b) |
|
|
- |
|
|
|
|
14 |
|
|
16 |
|
|
|
632,925 |
|
|
(33) |
|
|
|
|
- |
|
|
|
|
632,892 |
|
|
708,495 |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of sales |
|
|
214,947 |
|
|
(214,947) |
|
(i)(a)(c)(d)(e) |
|
|
- |
|
|
|
|
- |
|
|
- |
Sales and marketing costs |
|
|
37,104 |
|
|
(37,104) |
|
(i)(f) |
|
|
- |
|
|
|
|
- |
|
|
- |
General and administrative costs |
|
|
276,005 |
|
|
(151,669) |
|
(i)(e)(f)(g)(h)(i) |
|
|
- |
|
|
|
|
124,336 |
|
|
139,189 |
Rental property operating and maintenance |
|
|
- |
|
|
245,266 |
|
(i)(c)(g) |
|
|
33,457 |
|
(iii) |
|
|
278,723 |
|
|
312,018 |
Property taxes and insurance |
|
|
- |
|
|
3,175 |
|
(i)(d) |
|
|
- |
|
|
|
|
3,175 |
|
|
3,554 |
Depreciation and amortization |
|
|
- |
|
|
138,140 |
|
(i)(h) |
|
|
(27,967) |
|
(iii) |
|
|
110,173 |
|
|
123,334 |
Transactions and integration |
|
|
- |
|
|
17,106 |
|
(i)(i) |
|
|
- |
|
|
|
|
17,106 |
|
|
19,149 |
Total operating expenses |
|
|
528,056 |
|
|
(33) |
|
|
|
|
5,490 |
|
|
|
|
533,513 |
|
|
597,244 |
Operating income |
|
|
104,869 |
|
|
- |
|
|
|
|
(5,490) |
|
|
|
|
99,379 |
|
|
111,251 |
Finance income |
|
|
15,269 |
|
|
(15,269) |
|
(i)(j) |
|
|
- |
|
|
|
|
- |
|
|
- |
Finance expense |
|
|
(64,369) |
|
|
64,369 |
|
(i)(k) |
|
|
- |
|
|
|
|
- |
|
|
- |
Share of result of equity-accounted investees, net of tax |
|
|
(641) |
|
|
641 |
|
(i)(l) |
|
|
- |
|
|
|
|
- |
|
|
- |
Equity in losses of unconsolidated joint ventures |
|
|
- |
|
|
(641) |
|
(i)(l) |
|
|
- |
|
|
|
|
(641) |
|
|
(718) |
Interest and other income, net |
|
|
- |
|
|
15,269 |
|
(i)(j) |
|
|
(11,147) |
|
(ii) |
|
|
4,122 |
|
|
4,614 |
Interest expense |
|
|
- |
|
|
(64,369) |
|
(i)(k) |
|
|
12,308 |
|
(iii) |
|
|
(52,061) |
|
|
(58,280) |
Net income before income tax expense |
|
|
55,128 |
|
|
- |
|
|
|
|
(4,329) |
|
|
|
|
50,799 |
|
|
56,867 |
Tax expense |
|
|
- |
|
|
(17,228) |
|
(i)(m) |
|
|
- |
|
|
|
|
(17,228) |
|
|
(19,286) |
Income tax expense |
|
|
(17,228) |
|
|
17,228 |
|
(i)(m) |
|
|
- |
|
|
|
|
- |
|
|
- |
Net income |
|
€ |
37,900 |
|
€ |
- |
|
|
|
€ |
(4,329) |
|
|
|
€ |
33,571 |
|
$ |
37,581 |
The adjustments presented above to INXN’s income statements are as follows:
(i) |
Reclassification adjustments to reclassify revenue and operating expenses to conform to Digital Realty’s presentation: |
(a) |
To reclassify INXN’s bad debt expense from cost of sales of €33 thousand for the year ended December 31, 2019 and (€23) thousand for the period from January 1, 2020 to March 8, 2020 to Digital Realty’s rental and other services. |
(b) |
To reclassify INXN’s revenue of €14 thousand for the year ended December 31, 2019 to Digital Realty’s fee income and other. |
(c) |
To reclassify INXN’s cost of sales of €211.5 million for the year ended December 31, 2019 and €45.6 million for the period from January 1, 2020 to March 8, 2020 to Digital Realty’s rental property operating and maintenance expense. |
(d) |
To reclassify INXN’s cost of sales of €3.2 million for the year ended December 31, 2019 and €2.0 million for the period from January 1, 2020 to March 8, 2020 to Digital Realty’s property taxes and insurance expense. |
(e) |
To reclassify INXN’s cost of sales of €0.2 million for the year ended December 31, 2019 and €0.1 million for the period from January 1, 2020 to March 8, 2020 to Digital Realty’s general and administrative expense. |
(f) |
To reclassify INXN’s sales and marketing costs of €37.1 million for the year ended December 31, 2019 and €8.1 million for the period from January 1, 2020 to March 8, 2020 to Digital Realty’s general and administrative expense. |
(g) |
To reclassify INXN’s general and administrative costs of €33.7 million for the year ended December 31, 2019 and €6.9 million for the period from January 1, 2020 to March 8, 2020 to Digital Realty’s rental property operating and maintenance expense. |
(h) |
To reclassify INXN’s general and administrative costs of €138.1 million for the year ended December 31, 2019 and €32.3 million for the period from January 1, 2020 to March 8, 2020 to Digital Realty’s depreciation and amortization expense. |
8
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENTS (continued)
(i) |
To reclassify INXN’s general and administrative costs of €17.1 million for the year ended December 31, 2019 and €68.6 million for the period from January 1, 2020 to March 8, 2020 to Digital Realty’s transactions and integration expense. |
(j) |
To reclassify INXN’s finance income of €15.3 million for the year ended December 31, 2019 and €0.9 million for the period from January 1, 2020 to March 8, 2020 to Digital Realty’s interest and other income (expense), net. |
(k) |
To reclassify INXN’s finance expense of €64.4 million for the year ended December 31, 2019 and €13.6 million for the period from January 1, 2020 to March 8, 2020 to Digital Realty’s interest expense. |
(l) |
To reclassify INXN’s share of result of equity-accounted investees, net of tax for the year ended December 31, 2019 to Digital Realty’s equity in losses of unconsolidated joint ventures. |
(m) |
To reclassify presentation of income tax expense to Digital Realty’s income statement presentation. |
(ii) |
IFRS to U.S. GAAP adjustment related to removal of IFRS mark to market accounting on a convertible loan between INXN and its investment in associate. Under IFRS the instrument has been carried at market value with changes in market value flowing through profit and loss. Under U.S. GAAP the instrument does not require bifurcation and does not need to be marked to market as it is not a marketable equity security. |
(iii) |
IFRS to U.S. GAAP lessee accounting adjustments for the year ended December 31, 2019 and for the period from January 1, 2020 to March 8, 2020 reflects a decrease in interest expense and depreciation and amortization expense and an increase in rental property operating and maintenance expense. IFRS 16 and ASC 842 became effective January 1, 2019. The IFRS 16 to ASC 842 adjustment classifies the majority of INXN leases as operating leases under ASC 842. IFRS 16 eliminates the classification of leases as either operating leases or finance leases for a lessee. |
(B) |
Represents the following adjustments to depreciation and amortization (in thousands): |
|
|
Three months ended |
|
Year ended |
||
|
|
March 31, 2020 |
|
December 31, 2019 |
||
Depreciation adjustment in connection with the fair value of investment in properties |
|
$ |
37,404 |
|
$ |
200,225 |
Amortization adjustment in connection with the fair value of intangible assets |
|
|
11,925 |
|
|
63,835 |
Elimination of Interxion depreciation and amortization, excluding other intangibles acquired |
|
|
(27,263) |
|
|
(115,320) |
Total depreciation and amortization adjustments |
|
$ |
22,066 |
|
$ |
148,740 |
(C) |
Reflects the elimination of approximately $128.1 million and $28.9 million of non-recurring transaction costs that were incurred and recorded by DLR and INXN during the period from January 1, 2020 to March 8, 2020 and the year ended December 31, 2019, respectively, that are directly related to the Interxion combination. Expenses related to the Interxion combination do not have a continuing impact on the results of operations of DLR following the Interxion combination and therefore, such transaction expenses are excluded from the unaudited pro forma condensed combined income statements. |
(D) |
Reflects the net impact on interest expense of the following adjustments: |
i. |
A reduction in interest expense of $11.1 million and $56.8 million for the period from January 1, 2020 to March 8, 2020 and the year ended December 31, 2019, respectively, due to the payoff of INXN debt in connection with the Interxion combination, and elimination of the associated deferred financing cost amortization of $0.5 million and $2.6 million for the period from January 1, 2020 to March 8, 2020 and the year ended December 31, 2019, respectively. |
9
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENTS (continued)
ii. |
An increase in interest expense of $0.7 million and $17.1 million for the three months ended March 31, 2020 and the year ended December 31, 2019, respectively, due to the issuance by an indirect wholly owned finance subsidiary of the Operating Partnership of €650.0 million aggregate principal amount of 0.625% Guaranteed Notes due 2025 and €750.0 million aggregate principal amount of 1.500% Guaranteed Notes due 2030, which were indirectly used to finance the repayment or redemption of INXN debt, and an increase in associated deferred financing cost amortization of $0.1 million and $1.4 million for the three months ended March 31, 2020 and the year ended December 31, 2019, respectively. |
(E) |
Reflects the foreign income tax impact of pro forma adjustments, assuming a blended foreign income tax rate of 31.3% for both the period from January 1, 2020 to March 8, 2020 and the year ended December 31, 2019. The effective tax rate of the combined company could be significantly different depending upon future post-combination activities and changes to enacted income tax rates in the countries in which INXN operates. |
(F) |
The calculation of basic and diluted income per share of DLR common stock are as follows: |
|
|
Three months ended March 31, 2020 |
|||||||
|
|
(in thousands, except per share data) |
|||||||
|
|
|
|
|
|
Pro Forma |
|||
|
|
DLR |
|
Interxion |
|
Combined |
|||
|
|
Historical |
|
Historical |
|
Company |
|||
Net income (loss) from continuing operations available to |
|
$ |
202,859 |
|
$ |
(72,054) |
|
$ |
251,181 |
Weighted average shares of common stock outstanding, basic (i) |
|
|
222,163 |
|
|
76,768 |
|
|
263,197 |
Weighted average shares of common stock outstanding, diluted (i) |
|
|
224,474 |
|
|
76,768 |
|
|
265,508 |
Net income (loss) per share from continuing operations available to |
|
$ |
0.91 |
|
$ |
(0.94) |
|
$ |
0.95 |
Net income (loss) per share from continuing operations available to |
|
$ |
0.90 |
|
$ |
(0.94) |
|
$ |
0.95 |
|
|
Year ended December 31, 2019 |
|||||||
|
|
(in thousands, except per share data) |
|||||||
|
|
|
|
|
|
|
Pro Forma |
||
|
|
DLR |
|
Interxion |
|
Combined |
|||
|
|
Historical |
|
Historical |
|
Company |
|||
Net income from continuing operations available to |
|
$ |
493,011 |
|
$ |
37,581 |
|
$ |
485,367 |
Weighted average shares of common stock outstanding, basic (i) |
|
|
208,326 |
|
|
74,234 |
|
|
262,624 |
Weighted average shares of common stock outstanding, diluted (i) |
|
|
209,462 |
|
|
74,856 |
|
|
263,761 |
Net income per share from continuing operations available to |
|
$ |
2.37 |
|
$ |
0.51 |
|
$ |
1.85 |
Net income per share from continuing operations available to |
|
$ |
2.35 |
|
$ |
0.50 |
|
$ |
1.84 |
(i) |
The pro forma weighted average shares of common stock assume that the shares of DLR common stock issued in the Interxion combination were issued as of January 1, 2019. |
10