Attached files
| file | filename |
|---|---|
| 8-K/A - FORM 8-K/A (AMENDMENT NO. 2) - MICROSEMI CORP | d260281d8ka.htm |
| EX-23.1 - CONSENT OF INDEPENDENT REGISTERED CHARTERED ACCOUNTANTS - MICROSEMI CORP | d260281dex231.htm |
| EX-99.2 - AUDITED FINANCIAL STATEMENTS OF ZARLINK SEMICONDUCTOR, INC. - MICROSEMI CORP | d260281dex992.htm |
| EX-99.3 - UNAUDITED FINANCIAL STATEMENTS OF ZARLINK SEMICONDUCTOR, INC. - MICROSEMI CORP | d260281dex993.htm |
Exhibit 99.4
MICROSEMI CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
As previously disclosed, Microsemi Corporation (“Microsemi”), through its indirect wholly-owned subsidiary 0916753 B.C. ULC (“Purchaser”), completed its acquisition of Zarlink Semiconductor Inc. (“Zarlink”) pursuant to the previously announced Support Agreement dated September 21, 2011 by and among Microsemi, Purchaser and Zarlink. Following the expiration of the previously announced offers for all of the issued and outstanding common shares (“Zarlink Shares”) and 6% unsecured, subordinated convertible debentures maturing September 30, 2012 (“Zarlink Debentures” and together with the Zarlink Shares, the “Zarlink Securities”) of Zarlink, Purchaser acquired all remaining Zarlink Shares and Zarlink Debentures through compulsory acquisitions under, respectively, the Canada Business Corporations Act and the trust indenture governing the Zarlink Debentures.
The unaudited pro forma condensed combined balance sheet combines Microsemi’s July 3, 2011 consolidated balance sheet with Zarlink’s June 24, 2011 unaudited consolidated balance sheet. The unaudited pro forma condensed combined balance sheet gives pro forma effect as if the Zarlink acquisition had been completed on July 3, 2011.
The unaudited pro forma condensed combined income statements combine Microsemi’s consolidated income statement, adjusted for the pro forma impact of our acquisitions of Asic Advantage, Inc. (“Asic”), AML Communications, Inc. (“AML”), Actel Corporation (“Actel”), White Electronic Designs Corporation (“White Electronic”), VT Silicon and Arxan Defense Systems, Inc. (“ADS”), for a) the twelve months ended October 3, 2010 with Zarlink’s unaudited consolidated statement of income for the twelve months ended September 24, 2011 and b) the nine-months ended July 3, 2011 with Zarlink’s unaudited consolidated statement of income for the nine-months ended June 24, 2011. The acquisitions of Asic, AML, Actel, White Electronic, VT Silicon and ADS occurred on July 5, 2011, May 27, 2011, November 2, 2010, April 30, 2010, September 10, 2010 and September 14, 2010, respectively. The unaudited pro forma condensed income statement gives pro forma effect as if all acquisitions had been completed on September 28, 2009.
The pro forma information presented is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the acquisitions 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 currently available information and certain assumptions that Microsemi believes are reasonable under the circumstances.
A final determination of fair values relating to the Zarlink acquisition may differ materially from preliminary estimates and will include management’s final valuation of the fair value of assets acquired and liabilities assumed. This final valuation will be based on the actual net tangible and intangible assets of Zarlink that existed as of the date of the completion of the Zarlink acquisition. The final valuation may materially change the allocation of the purchase price, which could materially affect the fair values assigned to the assets and liabilities and could result in a material change to the unaudited pro forma condensed combined financial statements.
These unaudited pro forma condensed combined financial statements should be read in conjunction with the historical consolidated financial statements and related notes contained in the annual, quarterly and other reports filed by Microsemi, Zarlink, AML, Actel and White Electronic with the Securities and Exchange Commission.
MICROSEMI CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF July 3, 2011
(in thousands)
| Historical Microsemi |
Historical Zarlink |
Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||||||
| ASSETS | ||||||||||||||||||||
| Current assets: |
||||||||||||||||||||
| Cash and cash equivalents |
$ | 246,246 | $ | 130,744 | $ | (624,835 | ) | (1 | ) | $ | 200,831 | |||||||||
| 448,676 | (2 | ) | ||||||||||||||||||
| Accounts receivable |
98,066 | 22,002 | — | 120,068 | ||||||||||||||||
| Inventories |
145,352 | 24,842 | 7,647 | (3 | ) | 177,841 | ||||||||||||||
| Deferred income taxes |
14,984 | 1,313 | — | 16,297 | ||||||||||||||||
| Other current assets |
31,082 | 1,528 | — | 32,610 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total current assets |
535,730 | 180,429 | (168,512 | ) | 547,647 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Property and equipment, net |
89,899 | 7,828 | — | 97,727 | ||||||||||||||||
| Goodwill |
543,286 | — | 295,615 | (4 | ) | 838,901 | ||||||||||||||
| Other intangible assets, net |
290,160 | 32,814 | 178,786 | (5 | ) | 501,760 | ||||||||||||||
| Deferred income tax assets |
— | 36,812 | — | 36,812 | ||||||||||||||||
| Other assets |
25,946 | 7,659 | — | 33,605 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| TOTAL ASSETS |
$ | 1,485,021 | $ | 265,542 | $ | 305,889 | $ | 2,056,452 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||||||
| Current liabilities: |
||||||||||||||||||||
| Accounts payable |
$ | 40,063 | $ | 14,255 | $ | — | $ | 54,318 | ||||||||||||
| Accrued liabilities |
81,390 | 19,683 | — | 101,073 | ||||||||||||||||
| Current maturities of long-term liabilities |
4,220 | — | 4,760 | (6 | ) | 8,980 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total current liabilities |
125,673 | 33,938 | 4,760 | 164,371 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Credit facility and long-term debt |
368,452 | 71,950 | 473,048 | (6 | ) | 841,500 | ||||||||||||||
| (71,950 | ) | (7 | ) | |||||||||||||||||
| Deferred income taxes |
116,021 | — | 84,640 | (8 | ) | 200,661 | ||||||||||||||
| Other long-term liabilities |
33,656 | 4,177 | — | 37,833 | ||||||||||||||||
| Redeemable preferred shares |
— | 12,372 | (12,372 | ) | (7 | ) | — | |||||||||||||
| Stockholders’ equity: |
||||||||||||||||||||
| Common stock |
17,335 | 725,618 | (725,618 | ) | (9 | ) | 17,335 | |||||||||||||
| Capital in excess of par value of common stock |
604,638 | 45,664 | (45,664 | ) | (9 | ) | 604,638 | |||||||||||||
| Retained earnings (deficit) |
218,075 | (594,983 | ) | 594,983 | (9 | ) | 188,943 | |||||||||||||
| (28,199 | ) | (6 | ) | |||||||||||||||||
| (933 | ) | (6 | ) | |||||||||||||||||
| Accumulated other comprehensive income (loss) |
1,171 | (33,194 | ) | 33,194 | (9 | ) | 1,171 | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total stockholders’ equity |
841,219 | 143,105 | (172,237 | ) | 812,087 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY |
$ | 1,485,021 | $ | 265,542 | $ | 305,889 | $ | 2,056,452 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
The total estimated consideration as shown in the table below is preliminarily allocated to Zarlink’s tangible and intangible assets and liabilities based on their estimated fair values as of the date of the completion of the transaction. The preliminary estimated consideration is allocated as follows (in thousands):
| Calculation of consideration: |
||||
| Cash consideration for Zarlink Securities(1) |
$ | 624,835 | ||
| Preliminary allocation of consideration: |
||||
| Book value of Zarlink’s net assets |
143,105 | |||
| Adjustments to historical net book value: |
||||
| Inventories (3) |
7,647 | |||
| Other intangible assets, net (5) |
178,786 | |||
| Long-term debt and redeemable preferred shares (7) |
84,322 | |||
| Deferred tax liability (8) |
(84,640 | ) | ||
|
|
|
|||
| Adjustment to goodwill (4) |
$ | 295,615 | ||
|
|
|
| (1) | Amount represents the cash consideration for all of the Zarlink Securities acquired pursuant to the previously announced Support Agreement dated September 21, 2011 by and among Microsemi, Purchaser and Zarlink. |
| (2) | Amount represents the net proceeds from incremental borrowings under Amendment No. 2 to Microsemi’s existing Credit Agreement dated as of November 2, 2010, as amended by Amendment No. 1 to the Credit Agreement, dated as of March 2, 2011, with Morgan Stanley Senior Funding, Inc., Morgan Stanley & Co. LLC and the lenders referred to therein (as amended, the “Amended and Restated Credit Agreement”). |
| (3) | Amount represents the adjustment to mark up inventories acquired from Zarlink to their estimated fair value less cost to sell. |
| (4) | The preliminary allocation of purchase price resulted in the allocation of an incremental $295.6 million to goodwill. The factors that contributed to a purchase price resulting in the recognition of goodwill include: |
| • | The premium paid over the market capitalization of Zarlink immediately prior to the merger announcement. |
| • | Our belief that the merger will create a more diverse semiconductor company with expansive offerings which will enable us to expand our product offerings. |
| • | Our belief that both companies are each committed to improving cost structures and that our combined efforts after the merger should result in a realization of cost savings and an improvement of overall efficiencies. |
| (5) | Of the total estimated consideration, we allocated an incremental $178.8 million to other intangible assets, net. The preliminary allocation of identifiable intangible assets and their estimated useful lives are as follows (in thousands): |
| Preliminary allocation of identifiable intangible assets: |
Asset Amount |
Weighted Average Useful Life (Years) | ||||
| Complete technology |
$ | 47,800 | 6 | |||
| Backlog |
17,100 | 1 | ||||
| Customer relationships |
145,000 | 6 | ||||
| Trade name |
1,700 | 2 | ||||
|
|
|
|||||
| 211,600 | ||||||
| Amount reported on historical Zarlink balance sheet |
(32,814 | ) | ||||
|
|
|
|||||
| Adjustment to other identifiable intangible assets, net (5) |
$ | 178,786 | ||||
|
|
|
|||||
| (6) | Amounts represent additional borrowings on the Amended and Restated Credit Agreement such that the total amount outstanding is $850.0 million, a charge of $28.2 million related to fees and costs for the Amended and Restated Credit Agreement and a reversal of fair value adjustments of $0.9 million related to pre-amendment amounts outstanding on the credit agreement. |
| (7) | Amounts represent the elimination of balances related to the Zarlink Securities. |
| (8) | Amount represents the deferred tax liability related to the preliminary allocation of identifiable intangible assets. |
| (9) | Amounts represent the elimination of Zarlink’s historical equity accounts. |
MICROSEMI CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED OCTOBER 3, 2010
(In thousands, except per share amounts)
| Pro Forma Microsemi (6) |
Historical Zarlink |
Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||||||
| Net sales |
$ | 806,331 | $ | 223,751 | $ | — | $ | 1,030,082 | ||||||||||||
| Cost of sales |
398,240 | 108,063 | 7,647 | (1 | ) | 513,950 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Gross profit |
408,091 | 115,688 | (7,647 | ) | 516,132 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Operating expenses: |
||||||||||||||||||||
| Selling and general and administrative |
212,858 | 43,581 | — | 256,439 | ||||||||||||||||
| Amortization of intangible assets |
78,985 | 6,943 | 43,141 | (2 | ) | 129,069 | ||||||||||||||
| Research and development costs |
124,550 | 41,445 | — | 165,995 | ||||||||||||||||
| Restructuring and severance charges |
14,200 | — | — | 14,200 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total operating expenses |
430,593 | 91,969 | 43,141 | 565,703 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Operating income (loss) |
(22,502 | ) | 23,719 | (50,788 | ) | (49,571 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Interest and other income (expense), net |
(30,783 | ) | (8,030 | ) | (31,226 | ) | (3 | ) | (65,362 | ) | ||||||||||
| 4,677 | (4 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Income (loss) before income taxes |
(53,285 | ) | 15,689 | (77,337 | ) | (114,933 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Provision (benefit) for income taxes |
36,583 | (3,358 | ) | (30,935 | ) | (5 | ) | 2,290 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net income (loss) |
$ | (89,868 | ) | $ | 19,047 | $ | (46,402 | ) | $ | (117,223 | ) | |||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net income per share: |
||||||||||||||||||||
| Basic |
$ | (1.11 | ) | $ | (1.45 | ) | ||||||||||||||
| Diluted |
$ | (1.11 | ) | $ | (1.45 | ) | ||||||||||||||
| Weighted-average common shares outstanding: |
||||||||||||||||||||
| Basic |
80,797 | 80,797 | ||||||||||||||||||
| Diluted |
80,797 | 80,797 | ||||||||||||||||||
| (1) | Amount reflects the impact in cost of goods sold from the estimated manufacturing profit in acquired inventory. |
| (2) | Amount reflects amortization of intangibles related to the preliminary estimate of fair value of intangible assets acquired. We expect to utilize the straight line method of amortization for completed technology, customer relationships and trade name and the estimated fulfillment period for backlog. Calculation of pro forma amortization expense for the 12-month pro forma period is as follows (in thousands): |
| Preliminary allocation of identifiable intangible assets: | Amortization Expense |
|||
| Complete technology |
$ | 7,967 | ||
| Backlog |
17,100 | |||
| Customer relationships |
24,167 | |||
| Trade name |
850 | |||
|
|
|
|||
| 50,084 | ||||
| Amount reported on historical Zarlink statements |
(6,943 | ) | ||
|
|
|
|||
| Adjustment to other identifiable intangible assets, net |
$ | 43,141 | ||
|
|
|
|||
| (3) | Amount represents the interest expense from borrowings incurred to fund the Zarlink acquisition. The pro forma weighted average term loan balance used was $796.5 million, representing the minimum allowable amortization of principal during the pro forma period. The pro forma revolver balance used was $50.0 million, outstanding for three months. The weighted average interest rate used was 5.75%, reflecting LIBOR during the pro forma period below the 1.25% LIBOR floor and a 4.5% LIBOR spread in accordance with the terms of Microsemi’s Amended and Restated Credit Facility. These assumptions resulted in interest expense of $46.5 million compared to $15.3 million of interest expense related to the credit facility in the “Pro Forma Microsemi” column or a difference of $31.2 million. |
| (4) | Amount represents interest expense and amortization of debt issuance costs reported in the “Historical Zarlink” column as Zarlink Debentures were assumed to be redeemed at the beginning of the pro forma period. |
| (5) | Amount reflects the estimated pro forma tax effect of the above adjustments. |
| (6) | The following supplemental pro forma data summarizes the results of operations for the year ended October 3, 2010, as if the acquisitions of Asic, AML, Actel, White Electronic, VT Silicon and ADS had occurred on September 27, 2009. The pro forma adjustments are based upon currently available information and certain assumptions that we believe are reasonable under the circumstances. The supplemental pro forma data reports actual operating results, adjusted to include the pro forma effect of, among others, the impact in cost of goods sold from manufacturing profit in acquired inventory, amortization expense of identified intangible assets, timing of the impact of restructuring expenses, timing of credit facility issuance costs, incremental interest expense and the related tax effect of these items. Supplemental pro forma earnings were adjusted to include $5.9 million in cost of goods sold from manufacturing profit in acquired inventory, $8.6 million in acquisition costs, $14.2 million in credit facility issuance costs, and $5.0 million in non-cash benefits of valuation allowance releases that were incurred in the year ended October 2, 2011 but would have been incurred in the pro forma period had the acquisitions occurred on September 27, 2009. The pro forma data is as follows (in thousands): |
| Historical Microsemi |
Pro Forma Adjustments |
Pro Forma Microsemi |
||||||||||
| Net sales |
$ | 518,268 | $ | 288,063 | $ | 806,331 | ||||||
| Cost of sales |
270,057 | 128,183 | 398,240 | |||||||||
|
|
|
|
|
|
|
|||||||
| Gross profit |
248,211 | 159,880 | 408,091 | |||||||||
|
|
|
|
|
|
|
|||||||
| Operating expenses: |
||||||||||||
| Selling and general and administrative |
114,663 | 98,195 | 212,858 | |||||||||
| Amortization of intangible assets |
20,165 | 58,820 | 78,985 | |||||||||
| Research and development costs |
55,395 | 69,155 | 124,550 | |||||||||
| Restructuring and severance charges |
2,107 | 12,093 | 14,200 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total operating expenses |
192,330 | 238,263 | 430,593 | |||||||||
|
|
|
|
|
|
|
|||||||
| Operating income (loss) |
55,881 | (78,383 | ) | (22,502 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Interest and other income (expense), net |
(850 | ) | (29,933 | ) | (30,783 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Income (loss) before income taxes |
55,031 | (108,316 | ) | (53,285 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Provision (benefit) for income taxes |
(4,007 | ) | 40,590 | 36,583 | ||||||||
|
|
|
|
|
|
|
|||||||
| Net income (loss) |
$ | 59,038 | $ | (148,906 | ) | $ | (89,868 | ) | ||||
|
|
|
|
|
|
|
|||||||
MICROSEMI CORPORATION
UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT
FOR THE NINE MONTHS ENDED JULY 3, 2011
(In thousands, except per share amounts)
| Pro Forma Microsemi (5) |
Historical Zarlink |
Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||||||
| Net sales |
$ | 636,370 | $ | 167,095 | $ | — | $ | 803,465 | ||||||||||||
| Cost of sales |
304,347 | 79,706 | — | 384,053 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Gross profit |
332,023 | 87,389 | — | 419,412 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Operating expenses: |
||||||||||||||||||||
| Selling and general and administrative |
137,355 | 21,213 | — | 158,568 | ||||||||||||||||
| Amortization of intangible assets |
57,239 | 5,208 | 19,530 | (1 | ) | 81,977 | ||||||||||||||
| Research and development costs |
86,901 | 32,396 | — | 119,297 | ||||||||||||||||
| Restructuring and severance charges |
14,766 | — | — | 14,766 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total operating expenses |
296,261 | 58,817 | 19,530 | 374,608 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Operating income (loss) |
35,762 | 28,572 | (19,530 | ) | 44,804 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Interest and other income (expense), net |
(14,419 | ) | (4,898 | ) | (23,675 | ) | (2 | ) | (39,315 | ) | ||||||||||
| 3,677 | (3 | ) | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Income (loss) before income taxes |
21,343 | 23,674 | (39,528 | ) | 5,489 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Benefit for income taxes |
(5,609 | ) | (30,343 | ) | (15,811 | ) | (4 | ) | (51,763 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net income (loss) |
$ | 26,952 | $ | 54,017 | $ | (23,717 | ) | $ | 57,252 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net income per share: |
||||||||||||||||||||
| Basic |
$ | 0.33 | $ | 0.70 | ||||||||||||||||
| Diluted |
$ | 0.32 | $ | 0.68 | ||||||||||||||||
| Weighted-average common shares outstanding: |
||||||||||||||||||||
| Basic |
82,317 | 82,317 | ||||||||||||||||||
| Diluted |
84,297 | 84,297 | ||||||||||||||||||
| (1) | Amount reflects amortization of intangibles related to the preliminary estimate of fair value of intangible assets acquired. We expect to utilize the straight line method of amortization for completed technology, customer relationships and trade name. Amortization of backlog would have been completed in the 12-month pro forma period ended October 3, 2010. Calculation of pro forma amortization expense for the 9-month pro forma period is as follows (in thousands): |
| Preliminary allocation of identifiable intangible assets: |
Amortization Expense |
|||
| Complete technology |
$ | 5,975 | ||
| Customer relationships |
18,125 | |||
| Trade name |
638 | |||
|
|
|
|||
| 24,738 | ||||
| Amount reported on historical Zarlink statements |
$ | (5,208 | ) | |
|
|
|
|||
| Adjustment to other identifiable intangible assets, net |
$ | 19,530 | ||
|
|
|
|||
| (2) | Amount represents the interest expense from borrowings incurred to fund the Zarlink acquisition. The pro forma weighted average term loan balance used was $798.0 million, representing the minimum allowable amortization of principal during the pro forma period. The pro forma revolver balance used was $50.0 million, outstanding for three months. The weighted average interest rate used was 5.75%, reflecting LIBOR during the pro forma period below the 1.25% LIBOR floor and a 4.5% LIBOR spread in accordance with the terms of Microsemi’s Amended and Restated Credit Facility. These assumptions resulted in interest expense of $35.2 million compared to $11.5 million of interest expense related to the credit facility in the “Pro Forma Microsemi” column or a difference of $23.7 million. |
| (3) | Amount represents interest expense and amortization of debt issuance costs reported in the “Historical Zarlink” column as Zarlink Debentures were assumed to be redeemed at the beginning of the pro forma period. |
| (4) | Amount reflects the estimated pro forma tax effect of the above adjustments. |
| (5) | The following supplemental pro forma data summarizes the results of operations for the year ended October 3, 2010, as if the acquisitions of Asic, AML, Actel, White Electronic, VT Silicon and ADS had occurred on September 27, 2009. The pro forma adjustments are based upon currently available information and certain assumptions that we believe are reasonable under the circumstances. The supplemental pro forma data reports actual operating results, adjusted to include the pro forma effect of, among others, the impact in cost of goods sold from manufacturing profit in acquired inventory, amortization expense of identified intangible assets, timing of the impact of restructuring expenses, timing of credit facility issuance costs, incremental interest expense and the related tax effect of these items. Supplemental pro forma earnings were adjusted to exclude $5.5 million in cost of goods sold from manufacturing profit in acquired inventory, $8.6 million in acquisition costs, $14.2 million in credit facility issuance costs, and $12.1 million in non-cash benefits of valuation allowance releases that were incurred during the period but would have been incurred in a prior period had the acquisitions occurred on September 27, 2009. The pro forma data is as follows (in thousands): |
| Historical Microsemi |
Pro Forma Adjustments |
Pro Forma Microsemi |
||||||||||
| Net sales |
$ | 608,563 | $ | 27,807 | $ | 636,370 | ||||||
| Cost of sales |
297,267 | 7,080 | 304,347 | |||||||||
|
|
|
|
|
|
|
|||||||
| Gross profit |
311,296 | 20,727 | 332,023 | |||||||||
|
|
|
|
|
|
|
|||||||
| Operating expenses: |
||||||||||||
| Selling and general and administrative |
138,302 | (947 | ) | 137,355 | ||||||||
| Amortization of intangible assets |
44,783 | 12,456 | 57,239 | |||||||||
| Research and development costs |
81,712 | 5,189 | 86,901 | |||||||||
| Restructuring and severance charges |
20,271 | (5,505 | ) | 14,766 | ||||||||
|
|
|
|
|
|
|
|||||||
| Total operating expenses |
285,068 | 11,193 | 296,261 | |||||||||
|
|
|
|
|
|
|
|||||||
| Operating income (loss) |
26,228 | 9,534 | 35,762 | |||||||||
|
|
|
|
|
|
|
|||||||
| Interest and other income (expense), net |
(26,315 | ) | 11,896 | (14,419 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Income (loss) before income taxes |
(87 | ) | 21,430 | 21,343 | ||||||||
|
|
|
|
|
|
|
|||||||
| Provision (benefit) for income taxes |
(12,449 | ) | 6,840 | (5,609 | ) | |||||||
|
|
|
|
|
|
|
|||||||
| Net income (loss) |
$ | 12,362 | $ | 14,590 | $ | 26,952 | ||||||
|
|
|
|
|
|
|
|||||||