EX-99.3 4 exhibit993proforma-2.htm EXHIBIT 99.3 Exhibit
Exhibit 99.3

CYRUSONE INC. AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

The following Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2018 has been derived from the historical consolidated financial statements of CyrusOne Inc. (together with its subsidiaries, the “Company”) and Zenium Topco Limited., a Cayman Islands Company (“Zenium”), as adjusted to give effect to the acquisition of Zenium by a wholly owned subsidiary of CyrusOne Inc. and the incurrence of additional debt under CyrusOne LP’s credit facility (collectively, the “Transaction”) and are intended to reflect the impact of the Transaction on the Company on a pro forma basis for the year ended December 31, 2018.
The Unaudited Pro Forma Condensed Combined Statement of Operations has been prepared by the Company as an acquisition of assets rather than a business in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Subtopic 805-50. As an asset acquisition, the cost to acquire the group of assets is allocated to the individual assets acquired or liabilities assumed based on their relative fair values. The relative fair values of identifiable tangible and intangible assets acquired and liabilities assumed in the acquisition of Zenium are based on fair value assumptions described in the Company’s Annual Report on Form 10-K as of, and for the year ended, December 31, 2018, as filed with the United States Securities and Exchange Commission (“SEC”) on February 22, 2019.
The following Unaudited Pro Forma Condensed Combined Statement of Operations are based on, and should be read in conjunction with:
The accompanying notes to the Unaudited Pro Forma Condensed Combined Statement of Operations.
The historical audited consolidated financial statements of the Company and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in its Annual Report on Form 10-K as of, and for the fiscal year ended, December 31, 2018, as filed with the SEC on February 22, 2019.
The historical unaudited condensed interim consolidated statement of financial position of Zenium as of June 30, 2018 and the interim condensed consolidated statements of comprehensive income, changes in equity and cash flows for the six months ended June 30, 2018 (included as Exhibit 99.2 to the Current Report Form 8-K filed by the Company on November 1, 2018).

The Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2018 combines the Company’s historical results for the year ended December 31, 2018 with Zenium’s unaudited condensed consolidated Statement of Operations for the six months ended June 30, 2018 and the results of Zenium’s operations for the period from July 1, 2018 through August 24, 2018, the acquisition date. The Unaudited Pro Forma Condensed Combined Statement of Operations gives effect to the Transaction as if they had been consummated on January 1, 2018.
The Unaudited Pro Forma Condensed Combined Statement of Operations has been prepared to reflect adjustments to the Company’s historical consolidated financial information that are (i) directly attributable to the Transaction, (ii) factually supportable and (iii) expected to have a continuing impact on the combined results.
The Unaudited Pro Forma Condensed Combined Statement of Operations is presented for informational purposes only and is not necessarily indicative of the operating results or financial position that actually would have been achieved if the Transaction had occurred on the date indicated or that may be achieved in future periods. The Unaudited Pro Forma Condensed Combined Statement of Operations also does not reflect any cost savings, operating synergies or revenue enhancements that the Company may achieve with respect to combining the companies or costs to integrate the assets or the impact of any non-recurring activity and any one-time transaction related costs. Synergies and integration costs have been excluded from consideration because they do not meet the criteria for unaudited pro forma adjustments.







UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2018

 
Historical
 
 
 
 
 
 
 
 





(in millions, except per share amounts)
CyrusOne, Inc.
Zenium Year to Date Period Ended August 24, 2018 (as reclassified - see Note 3)
Pro Forma Adjustments
Note Reference
Pro Forma Combined Company
Revenue
$
821.4

$
26.8

$
(2.7
)
4(a), 4(b)
$
845.5

Operating expenses:
 
 
 
 
 
Property operating expenses
292.4

18.1

(1.8
)
4(b)
308.7

Sales and marketing
19.6

0.3

(0.2
)
4(c)
19.7

General and administrative
80.6

11.7


 
92.3

Depreciation and amortization
334.1

5.1

23.4

4(d)
362.6

Transaction, acquisition, integration and other related expenses
5.0

6.3

(6.3
)
4(e)
5.0

Total operating expenses
731.7

41.5

15.1

 
788.3

Operating income (loss)
89.7

(14.7
)
(17.8
)
 
57.2

Interest expense
(94.7
)
(5.9
)
(9.4
)
4(f), 4(g)
(110.0
)
Unrealized gain on marketable equity investment
9.9



 
9.9

Loss on extinguishment of debt
(3.1
)


 
(3.1
)
Net income (loss) from before income taxes
1.8

(20.6
)
(27.2
)
 
(46.0
)
Income tax (expense) benefit
(0.6
)

2.8

4(h)
2.2

Net income (loss) from continuing operations
1.2

(20.6
)
(24.4
)
 
(43.8
)
Weighted average shares of common stock outstanding - basic
99.8

 
 
 
99.8

Weighted average shares of common stock outstanding - diluted
100.4

 
 
 
100.4

Net income per share - basic
$

 
 
 
$
(0.44
)
Net income per share - diluted
$

 
 
 
$
(0.44
)









CYRUSONE INC. AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS

1.
Description of Transaction
On August 24, 2018, CyrusOne Inc. completed its acquisition of Zenium and certain other affiliated entities, pursuant to a Sale and Purchase Agreement, dated December 21, 2017 (as amended from time to time, the “Sale and Purchase Agreement”) by and among the Company, CyrusOne Dutch Holdings B.V. (“Purchaser”), a Dutch limited liability company and a wholly owned subsidiary of the Company, CyrusOne LP, a Maryland limited partnership and wholly owned subsidiary of the Company, Zenium, ZTL Seller Rep, LLC, a Delaware limited liability company, Quantum Strategic Partners Ltd. (“Quantum”), a Cayman Islands company, and certain other sellers (together with Quantum, the “Sellers”). In consideration of the acquisition of Zenium, the Purchaser paid aggregate cash consideration of approximately $475.5 million and assumed approximately $86.3 million of outstanding indebtedness and $12.7 million of cash on hand at Zenium. The Company financed the acquisition with proceeds from its $300.0 million delayed draw term loan and $174.5 million revolver borrowings under its existing credit facility.
2.
Basis of Presentation
The Unaudited Pro Forma Condensed Combined Statement of Operations should be read in conjunction with the Company’s audited and unaudited consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and the audited and unaudited consolidated financial statements of Zenium included as exhibits to the Current Report on Form 8-K, filed on November 1, 2018.
The Unaudited Pro Forma Condensed Combined Statement of Operations has been prepared by the Company as an acquisition of assets rather than a business in accordance with FASB ASC Subtopic 805-50. As an asset acquisition, the cost to acquire the group of assets is allocated to the individual assets acquired or liabilities assumed based on their relative fair values. The relative fair values of identifiable tangible and intangible assets and acquired and liabilities assumed from the Transaction are based on assumptions described in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2018, as filed with the SEC on February 22, 2019.
The Unaudited Pro Forma Condensed Combined Statement of Operations included herein has been prepared pursuant to the rules and regulations of the SEC. Certain information and certain footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations; however, management believes that the disclosures are adequate to make the information presented not misleading.
The Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2018 was derived from CyrusOne Inc.’s audited consolidated Statement of Operations for the year ended December 31, 2018, and from Zenium’s unaudited condensed consolidated Statement of Operations for the six months ended June 30, 2018 and the results of Zenium’s operations for the period from July 1, 2018 through August 24, 2018. As the transaction was consummated on August 24, 2018, the results of Zenium are included in the Company’s consolidated Statement of Operations from August 25, 2018 through December 31, 2018.
3.
Reclassifications of Historical Zenium
Financial information presented in the “Zenium” column in the Unaudited Pro Forma Condensed Combined Statement of Operations represents the condensed consolidated historical Statement of Comprehensive Income of Zenium for the six months ended June 30, 2018 and the results of operations for Zenium for the period from July 1, 2018 through August 24, 2018. Such financial information has been reclassified or classified to conform to the historical presentation in the Company’s consolidated Statement of Operations as set forth below. While Zenium has prepared its financial statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, no material difference in accounting policies have been identified with US GAAP. Unless otherwise indicated, defined line items included in the footnotes have the meanings given to them in the historical financial statements of Zenium.






Reclassification of the Unaudited Pro Forma Condensed Combined Statement of Operations for the year to date period ended August 24, 2018:
 
 
Zenium (IFRS)
 
 
 
 
(in millions of USD)
Six Months Ended June 30, 2018
Period from July 1, 2018 to August 24, 2018
Year to Date Period Ended August 24, 2018
Reclassifications
#
Zenium (US GAAP as reclassified)
Revenue
18.5

8.3

26.8


 
26.8

Cost of sales
11.9

6.2

18.1

(18.1
)
(1)

Property operating expenses



18.1

(1)
18.1

Sales and marketing



0.3

(3)
0.3

General and administrative



11.7

(2)
11.7

Other administrative expenses
3.5

0.6

4.1

(4.1
)
 (2), (3)

Employee benefits expenses
2.0

0.7

2.7

(2.7
)
(2)

Depreciation of property, plant and equipment
3.0

0.9

3.9

(3.9
)
(4)

Amortisation of intangible assets
0.5

0.7

1.2

(1.2
)
(4)

Depreciation and amortization



5.1

(4)
5.1

Exceptional items
4.4

1.9

6.3

(6.3
)
(5)

Foreign exchange losses
0.2


0.2

(0.2
)
(2)

Transaction, acquisition, integration and other related expenses



6.3

(5)
6.3

Finance costs
(3.1
)
(2.8
)
(5.9
)
5.9

(6)

Interest expense



(5.9
)
(6)
(5.9
)
Foreign exchange on intra-group borrowings
(4.6
)
(0.4
)
(5.0
)
5.0

(2)


(1)
Represents reclassification of “Cost of sales” of $18.1 million to “Property operating expenses.”
(2)
Represents reclassification of “Other administrative expenses” of $3.8 million, reclassification of “Employee benefits expense” of $2.7 million, reclassification of “Foreign exchange losses” of $0.2 million and reclassification of “Foreign exchange on intra-group borrowings” of $5.0 million to “General and administrative.”
(3)
Represents reclassification of “Other administrative expense” of $0.3 million to “Sales and marketing.”
(4)
Represents reclassification of “Depreciation of property, plant and equipment” of $3.9 million and “Amortisation of intangible assets” of $1.2 million to “Depreciation and amortization.”
(5)
Represents reclassification of “Exceptional items” of $6.3 million to “Transaction, acquisition, integration and other related expenses.”
(6)
Represents reclassification of “Finance costs” of $5.9 million to “Interest expense.”



















































4. Unaudited Pro Forma Condensed Combined Statements of Operations Adjustments
The Unaudited Pro Forma Condensed Combined Statements of Operations reflect the effect of the following pro forma adjustments:
(a)
Certain Zenium contracts have rents that have fixed minimum increases each year; revenue under those contracts is recognized on a straight-line basis over the contract term. Upon application of asset acquisition accounting assuming the Transaction occurred on January 1, 2018, the amount of revenue recognized on a straight-line basis under these contracts would have been lower by $0.6 million.
(b)
Adjustment reflects the removal of revenues of $2.1 million and property operating expenses of $1.8 million, which were incurred as a result of a Costs Reimbursement Agreement between the Company and Zenium prior to the Transaction that would have been eliminated in consolidation if the transaction occurred on January 1, 2018.
(c)
Adjustment reflects the removal of broker commission amortization expenses of $0.2 million, related to leases commencing prior to January 1, 2018.
(d)
Adjustment reflects an increase to depreciation and amortization expense of $23.4 million, related to the step up in basis in investment in real estate of $293.3 million, and to intangible assets of $62.8 million recognized upon the application of asset acquisition accounting.
(e)
Adjustment reflects the removal of direct, incremental transaction costs of $6.3 million. These costs are removed from the pro forma statement of operations as a non-recurring charge directly related to the Transaction that were already reflected in the historical statement of operations of Zenium.
(f)
Adjustment reflects that, to consummate the Transaction, CyrusOne LP borrowed a $300.0 million term loan under its credit facility, which bears interest at LIBOR plus 1.40% and $174.5 million under its revolving credit facility, which bears interest at LIBOR plus 1.45%. This adjustment reflects the increase in interest expense associated with this additional debt of $10.1 million. A hypothetical 0.125% increase or decrease in the expected weighted average interest rate under the credit facility would increase or decrease interest expense associated with the Transaction by $0.6 million for the year ended December 31, 2018, respectively.
(g)
Adjustment reflects the removal of interest expense, including related debt issue costs, of $0.7 million related to Zenium debt that was paid off in connection with the Transaction.
(h)
Adjustment reflects the income tax benefit of $2.8 million for the year ended December 31, 2018 related to the book-tax differences created by the remeasurement of fixed assets and intangible assets to fair value for book purposes. Such amounts were not remeasured for tax purposes and give rise to temporary differences that will unwind over the useful lives of the assets.