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8-K/A - FORM 8-K/A - CADENCE DESIGN SYSTEMS INC | f56776e8vkza.htm |
EX-99.01 - EX-99.01 - CADENCE DESIGN SYSTEMS INC | f56776exv99w01.htm |
EX-23.01 - EX-23.01 - CADENCE DESIGN SYSTEMS INC | f56776exv23w01.htm |
Exhibit 99.02
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
On June 17, 2010, Cadence Design Systems, Inc. (Cadence) completed its acquisition of Denali
Software, Inc. (Denali) pursuant to an Agreement and Plan of Merger, dated May 12, 2010, by and
among Cadence, Eagle Subsidiary Corporation, a wholly-owned subsidiary of Cadence, Denali and Mark
Gogolewski (solely in his capacity as shareholder agent).
The following unaudited pro forma condensed combined balance sheet as of April 3, 2010 and the
unaudited pro forma condensed combined statements of operations for the three months ended April 3,
2010 and for the fiscal year ended January 2, 2010 are based on the historical financial statements
of Cadence and Denali after giving effect to Cadences acquisition of Denali using the purchase
method of accounting and after applying the assumptions, reclassifications and adjustments
described in the accompanying notes to the unaudited pro forma condensed combined financial
statements.
Cadence and Denali have different fiscal year ends and different fiscal quarter ends.
Accordingly, the unaudited pro forma condensed combined balance sheet as of April 3, 2010 combines
Cadences historical unaudited condensed consolidated balance sheet as of April 3, 2010 and
Denalis historical unaudited condensed consolidated balance sheet as of March 31, 2010 and is
presented as if the acquisition of Denali had occurred on April 3, 2010 and includes all
adjustments that give effect to events that are directly attributable to the acquisition of Denali
and that are factually supportable. The unaudited pro forma condensed combined statement of
operations for the three months ended April 3, 2010 combines the unaudited historical results of
Cadence for the three months ended April 3, 2010 and the unaudited historical results of Denali for
the three months ended March 31, 2010. The unaudited pro forma condensed combined statement of
operations for the fiscal year ended January 2, 2010 combines the historical results of Cadence for
the year ended January 2, 2010 and the historical results of Denali for the year ended December 31,
2009. The unaudited pro forma condensed combined statements of operations are presented as if the
acquisition had occurred on January 4, 2009 and include all adjustments that give effect to events
that are directly attributable to the acquisition of Denali, expected to have a continuing impact
and that are factually supportable.
The unaudited pro forma condensed combined financial statements are based on the estimates and
assumptions set forth in the notes to such statements and have been made solely for purposes of
developing such pro forma information. The unaudited pro forma condensed combined financial
statements are not intended to represent or be indicative of the results that would have been
achieved had the acquisition been consummated as of the date indicated or that may be achieved in
the future.
The acquisition has been accounted for using the purchase method of accounting. The estimated
purchase price has been allocated to tangible and intangible assets acquired and liabilities
assumed. The allocation of the purchase price is based on valuations derived from estimated fair
value assessments and assumptions used by management. While management believes that its estimates
and assumptions underlying the valuations are reasonable, different estimates and assumptions could
result in different valuations assigned to the individual assets acquired and liabilities assumed,
and the resulting amount of goodwill.
The unaudited pro forma condensed combined financial statements do not include the effects of
any possible future restructuring activities that pertain to Cadence operations. These future
restructuring expenses may be material and may include costs for severance, costs of vacating
facilities and costs to exit or terminate other duplicative activities. Future restructuring
expenses pertaining to Cadence operations, if any, would be incurred over the remainder of fiscal
2010 and in fiscal 2011 and would be recorded in operating expenses in the period that these
expenses are incurred.
These unaudited pro forma condensed combined financial statements should be read in
conjunction with Cadences historical consolidated financial statements and notes thereto contained
in Cadences Annual Report
1
on Form
10-K for its fiscal year ended January 2, 2010 and Cadences historical condensed
consolidated financial statements and notes thereto contained in Cadences Quarterly Report on Form
10-Q for its three months ended April 3, 2010 and Denalis historical consolidated financial
statements and notes thereto, which is included as Exhibit 99.01
to this Current Report on Form 8-K/A.
2
CADENCE DESIGN SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of April 3, 2010
(In thousands)
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of April 3, 2010
(In thousands)
Historical | ||||||||||||||||||
April 3, | March 31, | |||||||||||||||||
2010 | 2010 | |||||||||||||||||
Pro Forma | Pro Forma | |||||||||||||||||
Cadence | Denali (1) | Adjustments | Combined | |||||||||||||||
ASSETS |
||||||||||||||||||
Current Assets: |
||||||||||||||||||
Cash and cash equivalents |
$ | 619,303 | $ | 12,779 | $ | (296,805 | ) | A | $ | 335,277 | ||||||||
Short-term investments |
3,188 | 14,690 | | 17,878 | ||||||||||||||
Receivables, net |
181,155 | 4,702 | | 185,857 | ||||||||||||||
Inventories |
19,323 | | | 19,323 | ||||||||||||||
Prepaid expenses and other |
56,617 | 6,832 | (5,179 | ) | B, C | 58,270 | ||||||||||||
Total current assets |
879,586 | 39,003 | (301,984 | ) | 616,605 | |||||||||||||
Property, plant and equipment, net |
302,499 | 754 | (346 | ) | C | 302,907 | ||||||||||||
Goodwill |
5,605 | | 152,172 | D | 157,777 | |||||||||||||
Acquired intangibles, net |
26,566 | | 168,800 | E | 195,366 | |||||||||||||
Installment contract receivables, net |
41,510 | | | 41,510 | ||||||||||||||
Other assets |
159,220 | 20,326 | (939 | ) | B, C | 178,607 | ||||||||||||
Total Assets |
$ | 1,414,986 | $ | 60,083 | $ | 17,703 | $ | 1,492,772 | ||||||||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||||||||||||
Current Liabilities: |
||||||||||||||||||
Accounts payable and accrued liabilities |
$ | 147,782 | $ | 4,319 | $ | (187 | ) | C | $ | 151,914 | ||||||||
Current portion of deferred revenue |
253,947 | 24,686 | (20,553 | ) | F | 258,080 | ||||||||||||
Total current liabilities |
401,729 | 29,005 | (20,740 | ) | 409,994 | |||||||||||||
Long-Term Liabilities: |
||||||||||||||||||
Long-term portion of deferred revenue |
85,498 | 9,702 | (6,888 | ) | F | 88,312 | ||||||||||||
Convertible notes |
441,107 | | | 441,107 | ||||||||||||||
Other long-term liabilities |
367,617 | | | 367,617 | ||||||||||||||
Total long-term liabilities |
894,222 | 9,702 | (6,888 | ) | 897,036 | |||||||||||||
Stockholders Equity: |
||||||||||||||||||
Common stock and capital in excess of par value |
1,684,538 | 4,990 | (4,990 | ) | G | 1,684,538 | ||||||||||||
Treasury stock, at cost |
(386,433 | ) | | | (386,433 | ) | ||||||||||||
Notes receivable from shareholders |
| (251 | ) | 251 | G | | ||||||||||||
Retained earnings (Accumulated deficit) |
(1,224,619 | ) | 16,323 | 50,384 | B, G | (1,157,912 | ) | |||||||||||
Accumulated other comprehensive income |
45,549 | 314 | (314 | ) | G | 45,549 | ||||||||||||
Total stockholders equity |
119,035 | 21,376 | 45,331 | 185,742 | ||||||||||||||
Total Liabilities and Stockholders Equity |
$ | 1,414,986 | $ | 60,083 | $ | 17,703 | $ | 1,492,772 | ||||||||||
(1) | Certain reclassifications were made to conform to Cadences financial statement presentation. |
See accompanying notes to unaudited pro forma condensed combined financial statements.
3
CADENCE DESIGN SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Three Months Ended April 3, 2010
(In thousands, except per share data)
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Three Months Ended April 3, 2010
(In thousands, except per share data)
Historical | ||||||||||||||||||
Three Months Ended | ||||||||||||||||||
April 3, | March 31, | |||||||||||||||||
2010 | 2010 | |||||||||||||||||
Pro Forma | Pro Forma | |||||||||||||||||
Cadence | Denali (1) | Adjustments | Combined | |||||||||||||||
Revenue: |
||||||||||||||||||
Product |
$ | 102,766 | $ | 11,964 | $ | | $ | 114,730 | ||||||||||
Services |
25,920 | | | 25,920 | ||||||||||||||
Maintenance |
93,252 | | | 93,252 | ||||||||||||||
Total revenue |
221,938 | 11,964 | | 233,902 | ||||||||||||||
Costs and Expenses: |
||||||||||||||||||
Cost of product |
5,292 | 1,060 | 1,926 | E | 8,278 | |||||||||||||
Cost of services |
21,925 | | | 21,925 | ||||||||||||||
Cost of maintenance |
11,398 | | | 11,398 | ||||||||||||||
Marketing and sales |
74,762 | 3,925 | | 78,687 | ||||||||||||||
Research and development |
89,430 | 4,349 | | 93,779 | ||||||||||||||
General and administrative |
22,834 | 1,509 | | 24,343 | ||||||||||||||
Amortization of acquired intangibles |
2,691 | | 2,333 | E | 5,024 | |||||||||||||
Restructuring and other charges (credits) |
(1,074 | ) | | | (1,074 | ) | ||||||||||||
Total costs and expenses |
227,258 | 10,843 | 4,259 | 242,360 | ||||||||||||||
Income (loss) from operations |
(5,320 | ) | 1,121 | (4,259 | ) | (8,458 | ) | |||||||||||
Interest expense |
(7,431 | ) | | | (7,431 | ) | ||||||||||||
Other income, net |
5,974 | 9 | | 5,983 | ||||||||||||||
Income (loss) before provision for income taxes |
(6,777 | ) | 1,130 | (4,259 | ) | (9,906 | ) | |||||||||||
Provision for income taxes |
5,008 | 376 | (10 | ) | H | 5,374 | ||||||||||||
Net income (loss) |
$ | (11,785 | ) | $ | 754 | $ | (4,249 | ) | $ | (15,280 | ) | |||||||
Basic and diluted net loss per share |
$ | (0.04 | ) | $ | (0.06 | ) | ||||||||||||
Weighted average common shares outstanding basic and diluted |
262,597 | 262,597 | ||||||||||||||||
(1) | Certain reclassifications were made to conform to Cadences financial statement presentation. |
See accompanying notes to unaudited pro forma condensed combined financial statements.
4
CADENCE DESIGN SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended January 2, 2010
(In thousands, except per share data)
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended January 2, 2010
(In thousands, except per share data)
Historical | ||||||||||||||||||
Year Ended | ||||||||||||||||||
January 2, | December 31, | |||||||||||||||||
2010 | 2009 | |||||||||||||||||
Pro Forma | Pro Forma | |||||||||||||||||
Cadence | Denali (1) | Adjustments | Combined | |||||||||||||||
Revenue: |
||||||||||||||||||
Product |
$ | 400,773 | $ | 41,866 | $ | | $ | 442,639 | ||||||||||
Services |
106,555 | | | 106,555 | ||||||||||||||
Maintenance |
345,304 | | | 345,304 | ||||||||||||||
Total revenue |
852,632 | 41,866 | | 894,498 | ||||||||||||||
Costs and Expenses: |
||||||||||||||||||
Cost of product |
32,114 | 3,347 | 7,704 | E | 43,165 | |||||||||||||
Cost of services |
90,536 | | | 90,536 | ||||||||||||||
Cost of maintenance |
46,593 | | | 46,593 | ||||||||||||||
Marketing and sales |
286,833 | 10,658 | | 297,491 | ||||||||||||||
Research and development |
354,703 | 11,743 | | 366,446 | ||||||||||||||
General and administrative |
122,648 | 3,053 | | 125,701 | ||||||||||||||
Amortization of acquired intangibles |
11,420 | | 9,332 | E | 20,752 | |||||||||||||
Restructuring and other charges |
31,376 | | | 31,376 | ||||||||||||||
Total costs and expenses |
976,223 | 28,801 | 17,036 | 1,022,060 | ||||||||||||||
Income (loss) from operations |
(123,591 | ) | 13,065 | (17,036 | ) | (127,562 | ) | |||||||||||
Interest expense |
(28,872 | ) | | | (28,872 | ) | ||||||||||||
Other expense, net |
(1,042 | ) | (92 | ) | | (1,134 | ) | |||||||||||
Income (loss) before provision (benefit) for income taxes |
(153,505 | ) | 12,973 | (17,036 | ) | (157,568 | ) | |||||||||||
Provision (benefit) for income taxes |
(3,634 | ) | 4,173 | (3,647 | ) | H | (3,108 | ) | ||||||||||
Net income (loss) |
$ | (149,871 | ) | $ | 8,800 | $ | (13,389 | ) | $ | (154,460 | ) | |||||||
Basic and diluted net loss per share |
$ | (0.58 | ) | $ | (0.60 | ) | ||||||||||||
Weighted average common shares outstanding basic and diluted |
257,782 | 257,782 | ||||||||||||||||
(1) | Certain reclassifications were made to conform to Cadences financial statement presentation. |
See accompanying notes to unaudited pro forma condensed combined financial statements.
5
CADENCE DESIGN SYSTEMS, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
NOTE 1. BASIS OF PRO FORMA PRESENTATION
On June 17, 2010, Cadence Design Systems, Inc. (Cadence) completed its acquisition of Denali
Software, Inc. (Denali) pursuant to an Agreement and Plan of Merger, dated May 12, 2010. The
aggregate initial purchase price was $296.8 million, which was paid in cash. An additional $12.6
million of payments have been deferred and will be paid in cash if certain Denali shareholders
remain employees of Cadence during the periods specified in the respective agreements. These
amounts will be expensed in Cadences Condensed Consolidated Statements of Operations over the
stated retention periods. Cadence incurred costs of $1.7 million directly related to the
acquisition of Denali, which were expensed as incurred.
The following table summarizes the allocation of the purchase price for Denali as of June 17,
2010:
(In thousands) | ||||
Current assets |
$ | 59,398 | ||
Property, plant and equipment |
347 | |||
Other assets |
283 | |||
Acquired intangibles: |
||||
Existing technology (six to nine-year useful lives) |
65,700 | |||
Agreements and relationships (three to twelve-year useful lives) |
98,800 | |||
Tradenames / trademarks / patents (ten-year useful life) |
4,300 | |||
Goodwill |
152,172 | |||
Total assets acquired |
381,000 | |||
Current liabilities and long-term deferred revenue |
(17,042 | ) | ||
Long-term deferred tax liabilities |
(67,153 | ) | ||
Net assets acquired |
$ | 296,805 | ||
Denalis current assets, property, plant and equipment and other assets were reviewed and
adjusted to their fair value on the date of acquisition, as necessary. Among the current assets
acquired, $46.7 million was cash and cash equivalents and $11.1 million was trade receivables.
The fair values of Denalis intangible assets were determined using the income approach with
significant inputs that are not observable in the market. Key assumptions include the expected
future cash flows, the timing of the expected future cash flows and the discount rates consistent
with the level of risk.
Denalis current liabilities and long-term deferred revenue were reviewed and adjusted to
their fair value on the date of acquisition, as necessary. Included in net current liabilities and
long-term deferred revenue is deferred revenue, which represents advance payments from customers.
Cadence estimated its obligation related to the deferred revenue using the cost build-up approach.
The cost build-up approach determines fair value by estimating the costs relating to supporting the
obligation plus an assumed profit. The sum of the costs and assumed profit approximates the amount
that Cadence would be required to pay a third party to assume the obligation. The estimated costs
to fulfill the obligation were based on the projected cost structure to provide the contractual
deliverables. As a result, Cadence recorded deferred revenue of $11.3 million, representing
Cadences estimate of the fair value of the contractual obligations assumed.
NOTE 2. RECLASSIFICATIONS
Certain reclassification adjustments have been made to conform Denalis historical amounts to
Cadences presentation. The adjustments primarily relate to reclassifying current deferred income
taxes to prepaid expenses and other, reclassifying long-term investments to other assets,
reclassifying long-term deferred income taxes to other assets and reclassifying income taxes
payable to accounts payable and accrued liabilities.
6
NOTE 3. PRO FORMA ADJUSTMENTS
The pro forma adjustments included in the unaudited pro forma condensed combined financial
statements are as follows:
(A) | To record the cash paid for the acquisition of Denali. | ||
(B) | To record adjustments to deferred tax assets and deferred tax liabilities, primarily related to the fair values of intangible assets acquired. The adjustments to Retained earnings (Accumulated deficit) included in the pro forma condensed combined balance sheet as of March 31, 2010 includes the effects of releasing $66.7 million of Cadences deferred tax asset valuation allowance as noted in Note 4 below. | ||
(C) | To record other immaterial adjustments to state the related assets and liabilities at fair value. | ||
(D) | To record goodwill for the acquisition of Denali. | ||
(E) | To record intangible assets and the resulting change in amortization expense. The pro forma adjustment to the unaudited pro forma condensed combined balance sheet is presented as if the acquisition of Denali had occurred on April 3, 2010, while the pro forma adjustments to the unaudited pro forma condensed combined statements of operations are presented as if the acquisition had occurred on January 4, 2009. | ||
(F) | To record the difference between the historical amount and the fair value of deferred revenue of Denali. See Note 1 above for the valuation techniques to determine the fair value of deferred revenue. | ||
(G) | To eliminate Denalis historical stockholders equity. | ||
(H) | The pro forma adjustments eliminate the Denali United States income tax provision and were calculated considering Cadences valuation allowance position on its United States losses and tax credits. The pro forma combined provision for income taxes does not reflect the amounts that would have resulted had Cadence and Denali filed consolidated income tax returns during the periods presented. |
NOTE 4. NON-RECURRING EFFECTS OF THE ACQUISITION
Income Taxes
Because the increase in deferred tax liabilities from the intangible assets acquired with
Denali provided a source of taxable income, Cadence released a corresponding amount of its deferred
tax asset valuation allowance subsequent to the acquisition. The $66.7 million release of the
valuation allowance was immediately recognized as a Benefit for income taxes. The pro forma
condensed combined statements of operations presented above do not include this non-recurring
benefit for income taxes.
7
Deferred Revenue
As noted in Note 1 above, the deferred revenue balance of Denali was adjusted to fair
value as of the acquisition date. This adjustment reduces the amount of revenue that
will be recognized in future periods, the majority of which will be recognized within
12 months.
Deferred Payment Expense
As noted in Note 1 above, $12.6 million of payments have been deferred and will be paid in
cash if certain Denali shareholders remain employees of Cadence during the periods specified in the
respective agreements. These amounts will be expensed in Cadences Condensed Consolidated
Statements of Operations over the stated retention periods, the majority of which will be expensed
within 12 months.
Acquisition Costs
Cadence incurred costs of $1.7 million directly related to the acquisition of Denali, which
were expensed as incurred.
8