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EX-99.1 - EXHIBIT 99.1 - LITTELFUSE INC /DEex99-1.htm
EX-99.3 - EXHIBIT 99.3 - LITTELFUSE INC /DEex99-3.htm
EX-23.1 - EXHIBIT 23.1 - LITTELFUSE INC /DEex23-1.htm
8-K/A - FORM 8-K/A - LITTELFUSE INC /DElfus20160608_8ka.htm

Exhibit 99.2

 

 

 

THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

 

CONDENSED COMBINED FINANCIAL STATEMENTS

 

As of December 25, 2015 and September 25, 2015 and for quarterly periods ended December 25, 2015 and December 26, 2014

 

 
1

 

 

THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

 

INDEX TO CONDENSED COMBINED FINANCIAL STATEMENTS

 

 

Page

   

Condensed Combined Statements of Operations for the Quarters Ended December 25, 2015 and December 26, 2014 (Unaudited)

3

Condensed Combined Statements of Comprehensive Income (Loss) for the Quarters Ended December 25, 2015 and December 26, 2014 (Unaudited)

4

Condensed Combined Balance Sheets as of December 25, 2015 and September 25, 2015 (Unaudited)

5

Condensed Combined Statements of Cash Flows for the Quarters Ended December 25, 2015 and December 26, 2014 (Unaudited)

6

Notes to Condensed Combined Financial Statements (Unaudited)

7

 

 
2

 

 

THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

 

CONDENSED COMBINED STATEMENTS OF OPERATIONS

 

(UNAUDITED)

 

 

   

For the Quarters Ended

 
   

December 25,

2015

   

December 26,

2014

 
   

(in thousands)

 

Net sales

  $ 35,821     $ 54,517  

Cost of sales

    24,030       34,793  

Gross margin

    11,791       19,724  

Selling expenses

    3,919       4,988  

General and administrative expenses

    2,675       3,582  

Research, development, and engineering expenses

    3,335       3,775  

Restructuring charges, net

    1       372  

Income before income taxes

    1,861       7,007  

Income tax expense

    (1,042 )     (4,239 )

Net income

  $ 819     $ 2,768  

 

See Notes to Condensed Combined Financial Statements.

 

 
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THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

 

CONDENSED COMBINED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

 

(UNAUDITED)

 

   

For the Quarters Ended

 
   

December 25,

2015

   

December 26,

2014

 
   

(in thousands)

 

Net income

  $ 819     $ 2,768  

Other comprehensive loss:

               

Currency translation

    (464 )     (4,165 )

Other comprehensive loss

    (464 )     (4,165 )

Comprehensive income (loss)

  $ 355     $ (1,397 )

 

See Notes to Condensed Combined Financial Statements.

 

 
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THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

 

CONDENSED COMBINED BALANCE SHEETS

 

(UNAUDITED)

 

   

December 25,

2015

   

September 25,

2015

 
   

(in thousands)

 

Assets

               

Current assets:

               

Accounts receivable, net of allowance for doubtful accounts of $39 and $34, respectively

  $ 29,220     $ 36,901  

Inventories

    20,230       18,186  

Prepaid expenses and other current assets

    5,165       4,476  

Deferred income taxes

    5,181       5,181  

Total current assets

    59,796       64,744  

Property, plant, and equipment, net

    38,932       42,631  

Goodwill

    80,000       80,000  

Intangible assets, net

    17,409       17,931  

Deferred income taxes

    4,978       4,845  

Other assets

    7,277       8,219  

Total Assets

  $ 208,392     $ 218,370  

Liabilities and Business Unit Equity

               

Current liabilities:

               

Accounts payable

  $ 17,517     $ 22,775  

Accrued and other current liabilities

    21,601       20,440  

Total current liabilities

    39,118       43,215  

Deferred income taxes

    6,710       6,720  

Income taxes

    4,617       4,288  

Other liabilities

    2,272       2,060  

Total Liabilities

    52,717       56,283  

Commitments and contingencies (Note 8)

               

Business Unit Equity:

               

Parent company investment

    139,642       145,590  

Accumulated other comprehensive income

    16,033       16,497  

Total Business Unit Equity

    155,675       162,087  

Total Liabilities and Business Unit Equity

  $ 208,392     $ 218,370  

 

See Notes to Condensed Combined Financial Statements.

 

 
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THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

 

CONDENSED COMBINED STATEMENTS OF CASH FLOWS

 

(UNAUDITED)

  

 

   

For the Quarters Ended

 
   

December 25,

2015

   

December 26,

2014

 
   

(in thousands)

 

Cash Flows From Operating Activities:

               

Net income

  $ 819     $ 2,768  

Adjustments to reconcile income to net cash provided by operating activities:

               

Depreciation and amortization

    2,330       2,436  

Deferred income taxes

    (132 )     (537 )

Provision for losses on accounts receivable and inventories

    125       1,053  

Share-based compensation expense

    281       298  

Changes in assets and liabilities

               

Accounts receivable, net

    7,702       719  

Inventories

    (2,235 )     (3,294 )

Accounts payable

    (5,403 )     (1,302 )

Accrued and other current liabilities

    1,106       (697 )

Other

    (55 )     484  

Net cash provided by operating activities

    4,538       1,928  

Cash Flows From Investing Activities:

               

Capital expenditures

    (572 )     (742 )

Net cash used in investing activities

    (572 )     (742 )

Cash Flows From Financing Activities:

               

Net financing activities with Parent and Parent’s subsidiaries

    (3,966 )     (1,186 )

Net cash used in financing activities

    (3,966 )     (1,186 )

Net increase in cash and cash equivalents

           

Cash and cash equivalents at beginning of period

           

Cash and cash equivalents at end of period

  $     $  

 

See Notes to Condensed Combined Financial Statements.

 

 
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THE CIRCUIT PROTECTION DEVICES BUSINESS OF TE CONNECTIVITY LTD.

 

NOTES TO CONDENSED COMBINED FINANCIAL STATEMENTS (UNAUDITED)

 

1. Basis of Presentation

 

The unaudited Condensed Combined Financial Statements of the Circuit Protection Devices business (“CPD” or the “Company,” which may be referred to as “we, “us,” or “our”) of TE Connectivity Ltd. (“TE Connectivity” or “Parent”) have been prepared in United States (“U.S.”) dollars, in accordance with accounting principles generally accepted in the U.S. (“GAAP”). In management’s opinion, the unaudited Condensed Combined Financial Statements contain all normal recurring adjustments necessary for a fair presentation of interim results. The results of operations reported for interim periods are not necessarily indicative of the results of operations for the entire fiscal year or any subsequent interim period.

 

The assets and liabilities in the Condensed Combined Financial Statements have been reflected on a historical cost basis, as included in the historical Condensed Consolidated Balance Sheets of Parent. The Condensed Combined Statements of Operations include allocations for a) certain support functions that are provided on a centralized basis by Parent and historically recorded at the business unit level, as well as b) corporate costs not historically allocated by Parent to the business unit level. These expenses include departmental charges related to executive office, finance, tax, treasury, human resources, information technology, and legal, among others. These expenses have been allocated to CPD on the basis of direct usage when identifiable, with the remainder allocated on a proportional basis of operating income, headcount or other measures of CPD or Parent. Management believes the assumptions underlying the Condensed Combined Financial Statements, including the assumptions regarding allocating general corporate expenses from Parent, are reasonable. Nevertheless, the Condensed Combined Financial Statements may not include the actual expenses that would have been incurred by CPD and may not reflect the combined results of operations, financial position, and cash flows had it been a stand-alone business during the periods presented. Actual costs that would have been incurred had CPD been a stand-alone business would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure.

 

The year-end balance sheet data was derived from audited financial statements, but does not include all of the information and disclosures required by GAAP. These financial statements should be read in conjunction with our audited Combined Financial Statements for the fiscal year ended September 25, 2015.

 

Unless otherwise indicated, references in the Condensed Combined Financial Statements to fiscal 2016 and fiscal 2015 are to our fiscal years ending September 30, 2016 and September 25, 2015, respectively.

 

On November 7, 2015, Parent entered into a definitive agreement to sell CPD for $350 million in cash, subject to a final working capital adjustment. The transaction closed on March 25, 2016.

 

2. Accounting Pronouncements

 

Recently Issued Accounting Pronouncement

 

In February 2016, the FASB issued ASC 842, Leases, requiring lessees to recognize a lease liability and a right-of-use asset for most leases. This guidance will be effective for us in the first quarter of fiscal 2020. The new standard is required to be applied using a modified retrospective transition approach which requires application of the new guidance for all periods presented. We are currently assessing the impact that adoption will have on our financial position.

 

3. Restructuring Charges, Net

 

Restructuring charges, net consist primarily of employee severance charges.

 

 
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Activity in our restructuring reserves during the first quarter of fiscal 2016 is summarized as follows:

 

    Balance at
Beginning
of Period
    Charges     Cash
Payments
   

Non-Cash
Items and

Other(1)

    Balance at
End
of Period
 
    (in thousands)  
                                         

Pre-Fiscal 2014 activity

  $ 4,343     $ 1     $ (1,066 )   $ 24     $ 3,302  
     
(1)

Includes non-cash charges associated with asset write-offs and the effects of currency translation.

  

Prior to fiscal 2014, we initiated restructuring programs primarily associated with headcount reductions and manufacturing site closures. In connection with these programs, we recorded net restructuring charges of $1 thousand and $372 thousand during the first quarters of fiscal 2016 and 2015, respectively. We do not expect to incur any additional charges related to programs initiated prior to fiscal 2014.

 

Total Restructuring Reserves

 

At December 25, 2015 and September 25, 2015, all restructuring reserves were included in accrued and other current liabilities on the Condensed Combined Balance Sheets.

 

4. Inventories

 

Inventories consisted of the following:

 

   

December 25,

2015

   

September 25,

2015

 
   

(in thousands)

 

Raw materials

  $ 2,637     $ 3,511  

Work in progress

    7,652       7,419  

Finished goods

    9,941       7,256  

Inventories

  $ 20,230     $ 18,186  

 

5. Goodwill

 

Goodwill was $80,000 thousand and accumulated impairment losses were $214,000 thousand at December 25, 2015. There were no changes to these balances from fiscal 2015.

 

6. Intangible Assets, Net

 

Intangible assets consisted of the following:

 

   

December 25, 2015

   

September 25, 2015

 
   

Gross
Carrying
Amount

   

Accumulated
Amortization

   

Net
Carrying
Amount

   

Gross
Carrying
Amount

   

Accumulated
Amortization

   

Net
Carrying
Amount

 
   

(in thousands)

 

Intellectual property

  $ 50,570     $ (33,865 )   $ 16,705     $ 50,570     $ (33,359 )   $ 17,211  

Other

    1,074       (370 )     704       1,080       (360 )     720  

Total

  $ 51,644     $ (34,235 )   $ 17,409     $ 51,650     $ (33,719 )   $ 17,931  

 

Intangible asset amortization expense was $515 thousand during both of the first quarters of fiscal 2015 and 2014, respectively.

 

 
8

 

 

The aggregate amortization expense on intangible assets is expected to be as follows:

 

   

(in thousands)

 

Remainder of fiscal 2016

  $ 1,556  

Fiscal 2017

    2,072  

Fiscal 2018

    2,072  

Fiscal 2019

    2,051  

Fiscal 2020

    2,037  

Fiscal 2021

    2,037  

Thereafter

    5,584  

Total

  $ 17,409  

 

7. Accrued and Other Current Liabilities

 

Accrued and other current liabilities consisted of the following:

 

   

December 25,

2015

   

September 25,

2015

 
   

(in thousands)

 

Accrued payroll and employee benefits

  $ 10,910     $ 9,235  

Restructuring reserves

    3,302       4,343  

Value-added and other duties and taxes payable

    1,724       2,192  

Income taxes payable

    1,877       1,820  

Other

    3,788       2,850  

Accrued and other current liabilities

  $ 21,601     $ 20,440  

 

8. Commitments and Contingencies

 

In the ordinary course of business, we are subject to various legal proceedings and claims, including patent infringement claims, product liability matters, employment disputes, disputes on agreements, other commercial disputes, environmental matters, antitrust claims, and tax matters, including non-income tax matters such as value added tax, sales and use tax, real estate tax, and transfer tax. Although it is not feasible to predict the outcome of these proceedings, based upon our experience, current information, and applicable law, we do not expect that the outcome of these proceedings, either individually or in the aggregate, will have a material effect on our results of operations, financial position, or cash flows.

 

9. Income Taxes

 

We recorded income tax provisions of $1,042 thousand and $4,239 thousand for the quarters ended December 25, 2015 and December 26, 2014, respectively. The effective tax rate for the quarter ended December 25, 2015 reflects tax expense related to the tax impact of an intra-entity sale of property and $234 thousand of income tax expense related to uncertain tax provisions. The effective tax rate for the quarter ended December 26, 2014 reflects tax expense related to the tax impact of an intra-entity sale of property, as well as $957 thousand related to the tax impacts of certain intercompany transactions and $515 thousand related to uncertain tax provisions.

 

We record accrued interest as well as penalties related to uncertain tax positions as part of the provision for income taxes. As of December 25, 2015, we had recorded $810 thousand of accrued interest and penalties related to uncertain tax positions, all of which was recorded in income taxes on the Condensed Combined Balance Sheet. During the three months ended December 25, 2015, we recognized $78 thousand of expense related to interest and penalties on the Condensed Combined Statement of Operations. As of September 25, 2015, the balance of accrued interest and penalties was $732 thousand, all of which was recorded in income taxes on the Condensed Combined Balance Sheet.

 

CPD’s U.S. operations were included in various income tax returns which were filed on a unitary, consolidated, or stand-alone basis in multiple U.S. jurisdictions, which generally have statutes of limitations ranging from 3 to 4 years.

 

CPD’s non-U.S. operations were included in various income tax returns of non-U.S. subsidiaries which file income tax returns in the countries in which they have operations. Generally, these countries have statutes of limitations ranging from 3 to 10 years.

 

 
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Although it is difficult to predict the timing or results of our worldwide examinations, we estimate that up to approximately $1,800 thousand of unrecognized income tax benefits, excluding the impact relating to accrued interest and penalties, could be resolved within the next twelve months.

 

We are not aware of any other matters that would result in significant changes to the amount of unrecognized income tax benefits reflected on the Condensed Combined Balance Sheet as of December 25, 2015.

 

10. Retirement Plans

 

Certain CPD employees participate in various defined benefit pension plans sponsored by Parent (the “Shared Plans”). Pension expense, calculated as actuarially determined service and interest cost, for CPD employees that participate in these Shared Plans was $127 thousand and $139 thousand in the first quarters of fiscal 2016 and 2015, respectively. The Condensed Combined Balance Sheets do not include any liabilities associated with the Shared Plans.

 

11. Related Party Transactions, Parent’s Net Investment, and Significant Transactions

 

Related Party Transactions

 

All significant intercompany transactions and accounts within CPD’s combined businesses have been eliminated. All intercompany transactions between CPD and Parent and/or Parent’s other subsidiaries have been included in the Condensed Combined Financial Statements as changes in Parent company investment. As the books and records of CPD were not kept on a separate-company basis, the determination of the average net balance due to or from Parent was not practicable.

 

Corporate Allocations and Parent Company Investment

 

Historically, Parent has provided services to, and funded certain expenses for CPD that have been included as a direct component of CPD’s historical accounting records, such as information technology, global operations, legal, and finance (the “direct allocations”). In addition, the Condensed Combined Financial Statements include general corporate expenses of Parent which were not historically allocated to CPD for certain support functions that are provided on a centralized basis within Parent and not recorded at the business unit level (“general corporate expenses”). The general corporate expenses often related to the same or similar functions as the direct allocations, but were not recorded at the business unit level for Parent financial reporting purposes. For purposes of these stand-alone financial statements, the general corporate expenses have been allocated to CPD. The direct allocations and general corporate expenses are included in the Condensed Combined Statements of Operations as components of cost of sales; selling expenses; research, development, and engineering expenses; and general and administrative expenses, respectively, and accordingly, as a component of business unit equity. These expenses have been allocated to CPD on a pro rata basis of operating income. Management believes the assumptions underlying the Condensed Combined Financial Statements, including the assumptions regarding allocating general corporate expenses from Parent, are reasonable. Nevertheless, the Condensed Combined Financial Statements may not include all of the actual expenses that would have been incurred and may not reflect CPD’s combined results of operations, financial position, and cash flows had it been a stand-alone company during the periods presented. Actual costs that would have been incurred if CPD had been a stand-alone company would depend on multiple factors, including organizational structure and strategic decisions made in various areas, including information technology and infrastructure. The corporate allocations made during the first quarters of fiscal 2016 and 2015 of $2,893 thousand and $4,432 thousand, respectively, included both general corporate expenses of Parent which were not historically allocated to CPD of $920 thousand, and $1,745 thousand, respectively, and the direct allocations historically recorded on CPD’s accounting records of $1,973 thousand and $2,687 thousand, respectively.

 

All significant intercompany transactions between CPD and Parent are considered to be effectively settled for cash at the time the separation of CPD from Parent is recorded. As discussed above, the total net effect of the settlement of these intercompany transactions is reflected in the Condensed Combined Statements of Cash Flows as a financing activity and in the Condensed Combined Balance Sheets as Parent company investment.

 

12. Subsequent Events

 

CPD has evaluated subsequent events through May 10, 2016. Other than as discussed in Note 1 above, no significant subsequent events have occurred through this date requiring adjustment to the Condensed Combined Financial Statements or disclosures.

 

 

10