Attached files
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8-K - CURRENT REPORT ON FORM 8-K - IKANOS COMMUNICATIONS, INC. | d8k.htm |
EX-99.1 - AUDITED STATEMENTS OF ASSETS ACQUIRED AND LIABILITIES ASSUMED - IKANOS COMMUNICATIONS, INC. | dex991.htm |
Exhibit 99.2
IKANOS COMMUNICATIONS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(in thousands, except per share data)
Introduction to Unaudited Pro Forma Condensed Combined Financial Statements
On August 24, 2009, Ikanos Communications, Inc. (Ikanos or the Company) acquired the Broadband Access product line (BBA) of Conexant Systems, Inc. (Conexant), which includes the product-related intellectual property, patents, fixed assets and inventory of the product line for a total purchase price of $53.1 million in cash and the assumption of approximately $6.4 million in employee and lease related liabilities.
Securities Purchase Agreement
In order to complete the BBA acquisition, the Company negotiated a $42.0 million cash investment by Tallwood III, L.P. Tallwood III Annex, L.P. and certain of their affiliates (collectively, the Tallwood Investors) pursuant to which the Company sold to the Tallwood Investors (i) 24 million shares of Ikanos common stock, par value $0.001 per share (the Common Stock), and (ii) warrants to purchase up to 7.8 million shares of Common Stock (the Warrants). The transaction was completed on August 24, 2009, and the purchase price of each share of Common Stock and the exercise price of each warrant to purchase a share of Common Stock under the securities purchase agreement was $1.75. In addition, the Company issued to the Tallwood Investors one share (the Voting Share) of Series A Preferred Stock, which provides the Tallwood Investors certain voting rights solely with respect to election of a minority of the members of the Board of Directors but does not share in the economics of Ikanos. The 24 million shares of Common Stock, Warrants and the Voting Share collectively are referred to as the Tallwood Investment.
The net proceeds for the Tallwood Investment were $38.8 million after capitalizing transaction-related costs of $3.2 million. The $3.2 million in transaction related costs consisted of investment banker, legal and accounting fees.
The value attributed to the Warrants was $7.6 million and was estimated as of August 24, 2009 using the Black-Scholes option-pricing model with the assumptions of an expected volatility of 62.5%, expected term of five years, no expected dividends and a risk free interest rate of 2.5%. The expected volatility is based on a blend of the volatility of the Companys peer group in the industry in which it does business and the Companys historical volatility. The expected term is five years which is equal to the life of the Warrants. The risk free interest rate is the yield on zero-coupon U.S. treasury securities for a period that is commensurate with the expected term assumption.
The following unaudited pro forma condensed combined financial statements are based on the historical consolidated financial statements of Ikanos and BBA after giving effect to the acquisition of BBA by Ikanos using the purchase method of accounting in accordance with authoritative guidance issued by the Financial Accounting Standards Board (FASB), and applying the assumptions and adjustments described in the accompanying notes.
The unaudited pro forma condensed combined statements of operations for the nine months ended September 27, 2009 and the twelve months ended December 28, 2008 are presented as if the acquisition had occurred on December 31, 2007 (the first day of the Companys fiscal year 2008). The BBA acquisition and Tallwood investment are reflected in the most recent consolidated balance sheet reported by the Company in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (SEC) on November 5, 2009 and is therefore omitted from these pro forma condensed combined financial statements.
You should read this information in conjunction with the:
| accompanying notes to the unaudited pro forma condensed combined financial information; |
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IKANOS COMMUNICATIONS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(in thousands, except per share data)
| separate unaudited historical condensed consolidated financial statements of Ikanos as of and for the nine months ended September 27, 2009, filed by Ikanos on Form 10-Q filed on November 5, 2009; |
| separate audited historical consolidated financial statements of Ikanos as of and for the fiscal year ended December 28, 2008, filed by Ikanos on Form 10-K filed on March 11, 2009; |
| separate unaudited historical condensed financial information of BBA as of and for the nine months ended July 3, 2009, set forth in Exhibit 99.1 to this Form 8-K; and |
| separate audited historical financial information of BBA as of and for the fiscal years ended October 3, 2008, September 28, 2007 and September 29, 2006, set forth in Exhibit 99.1 to this Form 8-K. |
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IKANOS COMMUNICATIONS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(in thousands, except per share data)
Ikanos Year Ended December 28, 2008 |
BBA Year Ended October 3, 2008 |
Pro Forma | ||||||||||||||
Adjustments | Combined | |||||||||||||||
Revenue: |
||||||||||||||||
Revenue |
$ | 106,505 | $ | 171,156 | $ | | $ | 277,661 | ||||||||
Cost of revenue |
61,827 | 102,573 | 4,463 | (A) | 168,863 | |||||||||||
Gross profit |
44,678 | 68,583 | (4,463 | ) | 108,798 | |||||||||||
Operating Expenses: |
||||||||||||||||
Research and development |
43,231 | 70,307 | | 113,538 | ||||||||||||
Selling, general and administrative |
25,823 | 26,967 | 3,815 | (A) | 55,109 | |||||||||||
(1,496 | )(B) | |||||||||||||||
Operating asset impairments and special gains, net |
12,496 | 114,233 | | 126,729 | ||||||||||||
Total operating expenses |
81,550 | 211,507 | 2,319 | 295,376 | ||||||||||||
Loss from operations |
(36,872 | ) | (142,924 | ) | (6,782 | ) | (186,578 | ) | ||||||||
Investment impairment |
(6,166 | ) | | | (6,166 | ) | ||||||||||
Other expense, net |
| (134 | ) | | (134 | ) | ||||||||||
Interest income (expense), net |
2,145 | (3,794 | ) | 3,794 | (C) | 1,690 | ||||||||||
(455 | )(D) | |||||||||||||||
Loss before income taxes |
(40,893 | ) | (146,852 | ) | (3,443 | ) | (191,188 | ) | ||||||||
Provision for income taxes |
220 | 3,569 | | 3,789 | ||||||||||||
Net loss |
$ | (41,113 | ) | $ | (150,421 | ) | $ | (3,443 | ) | $ | (194,977 | ) | ||||
Basic and diluted net loss per share |
$ | (1.41 | ) | $ | (3.67 | ) | ||||||||||
Weighted average common shares outstanding |
29,084 | 24,000 | (E) | 53,084 | ||||||||||||
See accompanying notes to unaudited pro forma combined financial information.
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IKANOS COMMUNICATIONS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(in thousands, except per share data)
Ikanos Nine Months Ended September 27, |
BBA From the 2009 through |
Pro Forma | ||||||||||||||
2009 | 2009 | Adjustments | Combined | |||||||||||||
(unaudited) | ||||||||||||||||
Revenue: |
||||||||||||||||
Revenue |
$ | 72,497 | $ | 84,602 | $ | | $ | 157,099 | ||||||||
Cost of revenue |
44,429 | 44,095 | 2,975 | (A) | 91,499 | |||||||||||
Gross profit |
28,068 | 40,507 | (2,975 | ) | 65,600 | |||||||||||
Operating Expenses: |
||||||||||||||||
Research and development |
31,744 | 27,817 | | 59,561 | ||||||||||||
Selling, general and administrative |
21,295 | 19,460 | 1,369 | (A) | 37,237 | |||||||||||
(998 | )(B) | |||||||||||||||
(3,889 | )(F) | |||||||||||||||
Restructuring, asset impairments and special charges |
3,508 | 9,943 | (2,460 | )(G) | 10,991 | |||||||||||
Total operating expenses |
56,547 | 57,220 | (5,978 | ) | 107,789 | |||||||||||
Loss from operations |
(28,479 | ) | (16,713 | ) | 3,003 | (42,189 | ) | |||||||||
Other expense, net |
| 1,257 | | 1,257 | ||||||||||||
Interest income (expense), net |
603 | (2,010 | ) | 2,010 | (C) | 452 | ||||||||||
(151 | )(D) | |||||||||||||||
Loss before income taxes |
(27,876 | ) | (17,466 | ) | 4,862 | (40,480 | ) | |||||||||
Provision for income taxes |
111 | 490 | | 601 | ||||||||||||
Net loss |
$ | (27,987 | ) | $ | (17,956 | ) | $ | 4,862 | $ | (41,081 | ) | |||||
Basic and diluted net loss per share |
$ | (0.86 | ) | $ | (0.77 | ) | ||||||||||
Weighted average common shares outstanding |
32,466 | 20,923 | (E) | 53,389 | (E) | |||||||||||
See accompanying notes to unaudited pro forma combined financial information.
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IKANOS COMMUNICATIONS, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
1. | Basis of Presentation |
The unaudited pro forma condensed combined financial statements were prepared in accordance with SEC Regulation S-X Article 11, using the purchase method of accounting in accordance with authoritative guidance issued by the FASB and are based on the historical financial statements of Ikanos and BBA after giving effect to certain pro forma adjustments. The unaudited pro forma condensed combined statements of operations give effect to the BBA acquisition as if it had occurred on December 31, 2007 and presents the results of operations of Ikanos for the year ended December 28, 2008 combined with the results of operations of BBA for the year ended October 3, 2008, as well as the results of operations of Ikanos for the nine months ended September 27, 2009 combined with the results of operations of the BBA for the nine months ended October 2, 2009. Ikanos results for the nine months ended September 27, 2009 include BBA results from August 25, 2009 to September 27, 2009. The BBA acquisition and Tallwood investment are reflected in the most recent consolidated balance sheet reported by the Company in its Quarterly Report on Form 10-Q filed with the SEC on November 5, 2009 and is therefore omitted from these pro forma statements.
For ease of reference, the unaudited pro forma condensed combined financial statements use Ikanos period-end date and no adjustments were made to BBA reported information for the different quarter-end date. The pro forma condensed combined financial statements are presented for illustrative purposes only and are not necessarily indicative of the financial position or results of operations that would have been realized if the acquisition had been completed on the dates indicated, nor is it indicative of future operating results or financial position. The pro forma adjustments are based upon available information and certain assumptions that Ikanos believes are reasonable.
The unaudited pro forma condensed combined financial statements do not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the acquisition or the costs to integrate the operations of Ikanos and BBA or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements.
2. | Pro Forma Adjustments |
This note should be read in conjunction with Note 2 Acquisition of Broadband Access Product Line of Conexant of the Companys Quarterly Report on Form 10-Q as filed with the SEC on November 5, 2009. Adjustments included in the column under the heading Pro Forma Adjustments represent the following:
(A) | To record the amortization of acquired identifiable purchased intangibles. Existing technologies and in-process research and development are included as a component of cost of revenue in the pro forma condensed combined statements of operations, customer relationships and backlog are included as a component of selling, general and administrative expenses. An adjustment has been made to the amortization for the nine months ended September 27, 2009 to reflect actual amortization included in the Ikanos financial statements for the period of August 24, 2009 to September 27, 2009. |
Acquired Intangible Assets: |
Estimated Fair Value |
Expected Life |
Amortization for Year Ended December 28, 2008 |
Amortization for Nine Months Ended September 27, 2009 | |||||||
Existing technologies |
$ | 13,390 | 3 years | $ | 4,463 | $ | 2,975 | ||||
In-process research and development (IPR&D) |
4,935 | * | | | |||||||
Customer relationships |
8,216 | 4 years | 2,054 | 1,369 | |||||||
Order backlog |
1,761 | 0.5 year | 1,761 | | |||||||
Total |
$ | 28,302 | $ | 8,278 | $ | 4,344 | |||||
* | For purposes of these pro forma financials and based on the Companys current expectation of product completion, IPR&D will not begin amortization until 2010. |
(B) | To recognize the benefit related to recording certain leased properties at fair market value. The benefit, or excess lease liability, is a combination of unfavorable rent rates and excess space at two of the assumed leased properties. |
(C) | To reverse interest expense on debt that was not assumed by the combined entity. |
(D) | To adjust for the assumed reduction in interest income due to reduced cash balances because of the cash consideration issued as part of the acquisition. The reduced cash balance was determined as the difference between the BBA cash consideration of $53.1 million and the proceeds of the Tallwood financing of $38.8 million. |
Assumed Interest Income Reduction |
Reduction for Year Ended December 28, 2008 |
Reduction for Nine Months Ended September 27, 2009 | ||||
Reduction in interest income based on approximately $14.3 million of cash used at blended interest rate of 3.19% and 1.59% for the year ended December 28, 2008 and the nine months ended September 27, 2009, respectively |
$ | 455 | $ | 151 | ||
(E) | Pro forma basic and diluted net loss per share is computed using the weighted average number of common shares outstanding, including the pro forma effect of issuing 24.0 million shares of Ikanos common stock in connection with Tallwoods financing of this transaction as of December 31, 2007 instead of August 24, 2009. |
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Reconciliation of reported weighted average basic and diluted outstanding shares to pro forma weighted average basic and diluted outstanding shares:
Weighted average basic and diluted outstanding shares as reported |
32,466 | ||
Excluding Tallwood weighted average shares issued on August 24, 2009, which are included in the as reported |
(3,077 | ) | |
Weighted average number of shares issued to Tallwood as if issued at the beginning of the reporting period |
24,000 | ||
Pro forma weighted average basic and diluted shares |
53,389 | ||
(F) | To eliminate historical direct costs incurred by the Company related to the BBA acquisition. These costs are mainly comprised of investment banker, legal, accounting and audit fees. |
(G) | IPR&D comprised mainly of two projects in process as of the acquisition date. The two projects were next generation VDSL solutions, one for the access line of business and the other for the gateway line. After reviewing the two projects, it was determined that further development of the access project was not required and was abandoned. Accordingly, the Company recorded an operating asset impairment charge of $2.5 million during the quarter ended September 27, 2009. This adjustment excludes the IPR&D asset impairment from the pro forma statement of operations as it is not a recurring operating expense. |
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