EX-99.(I) 7 w43640ex99-i.txt UNAUDITED PRO FORMA... 1 EXHIBIT 99(i) KULICKE AND SOFFA INDUSTRIES, INC. AND CERPROBE CORPORATION UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS AND BALANCE SHEET On November 30, 2000, the Company completed its tender offer for 100% of the outstanding shares of Cerprobe Corporation ("Cerprobe") for $20 per share. The total purchase price, including transaction costs and the repayment of debt, of Cerprobe was approximately $225.0 million, payable in cash. On December 8, 2000 the Company purchased all the outstanding shares of Probe Technology Corporation ("Probe Tech") for approximately $65.0 million, including transaction costs, in cash. Both Cerprobe and Probe Tech design and manufacture semiconductor test interconnect solutions. The acquisitions will be recorded using the purchase method of accounting and accordingly the purchase price will be allocated to the tangible and intangible assets acquired and liabilities assumed on the basis of their fair values on the acquisition dates, as determined by management. The Company received a waiver of a bank covenant under its bank revolving credit facility, which limited the amount the Company could spend on acquisitions, in order to complete the Cerprobe and Probe Tech acquisitions. The Company borrowed $55.0 million under its bank revolving credit facility to partially fund the purchase of Probe Tech. These two companies will be merged together to create a test division and will be disclosed as a separate business segment for financial reporting purposes. The following unaudited pro forma combined financial information was derived from the historical consolidated financial statements of the Company and Cerprobe. The Probe Tech historical financial results are not included in the pro forma information since the Probe Tech acquisition does not qualify as a significant acquisition. The pro forma results of operations combine the Company's audited results with Cerprobe's results for the twelve months ended September 30, 2000, and give effect to the preliminary allocation of the purchase price, which may subsequently change. The following unaudited pro forma combined results are presented for illustrative purposes only and are not necessarily indicative of the operating results that would have occurred if the transaction had been consummated at the date indicated, nor is it necessarily indicative of future operating results of the combined businesses. 2 Pro forma operating results for the twelve months ended September 30, 2000 assuming the acquisition of Cerprobe was consummated on October 1, 1999 appears below:
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS TWELVE MONTHS ENDED SEPTEMBER 30, 2000 ---------------------------------------------------------------- (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS) KULICKE PROFORMA PROFORMA AND SOFFA CERPROBE ADJUSTMENTS COMBINED ----------- ----------- ----------- ----------- Net sales $ 899,273 $ 110,536 $ 1,009,809 Costs of goods sold 573,177 63,222 636,399 ----------- ----------- ----------- Gross profit 326,096 47,314 373,410 Selling, general and administrative 132,674 29,706 162,380 Research and development, net 50,135 5,208 55,343 Goodwill amortization 3,505 3,219 $ 10,131(A) 16,855 In-process research and development -- 8,815 8,815 Resizing costs (2,548) -- (2,548) Asset impairment 3,871 -- 3,871 ----------- ----------- ----------- ----------- Income from operations 138,459 366 (10,131) 128,694 Interest, net 4,719 (1,287) (13,703)(B) (10,271) Other, net -- (81) (81) Equity in loss of joint venture (1,221) -- (1,221) ----------- ----------- ----------- ----------- Income (loss) before taxes 141,957 (1,002) (23,834) 117,121 Provision for income tax 40,149 2,270 (4,796)(C) 37,623 ----------- ----------- ----------- ----------- Income (loss) before minority interest 101,808 (3,272) (19,038) 79,498 Minority interest in net loss of subsidiary 1,437 (1,055) -- 382 ----------- ----------- ----------- ----------- Net income (loss) $ 103,245 $ (4,327) $ (19,038) $ 79,880 =========== =========== =========== =========== Net income (loss) per share: Basic $ 2.15 $ 1.67 Diluted $ 1.90 $ 1.49 Weighted average shares outstanding: Basic 47,932 47,932 Diluted 56,496 56,496
3 A pro forma condensed balance sheet at September 30, 2000 assuming the acquisition of Cerprobe was consummated on that date appears below:
UNAUDITED PRO FORMA COMBINED BALANCE SHEET AT SEPTEMBER 30, 2000 ---------------------------------------------------- (IN THOUSANDS) PRO FORMA K&S CERPROBE PRO FORMA COMBINED 9/30/2000 9/30/2000 ADJUSTMENTS 9/30/2000 --------- --------- ----------- --------- ASSETS: Cash and cash equivalents $211,489 $ 4,312 $ (119,870)(D) $ 95,931 Short-term investments 105,130 (105,130)(D) -- Accounts & notes receivable, net 188,485 21,557 210,042 Inventories 74,034 12,598 3,008(E) 89,640 Other current assets 9,748 2,084 11,832 --------- -------- ----------- --------- Total current assets 588,886 40,551 (221,992) 407,445 --------- -------- ----------- --------- Intangible assets, including goodwill 41,724 23,531 151,967(F) 217,222 Property, plant and equipment, net 83,867 21,614 105,481 Other assets 8,375 732 9,107 --------- -------- ----------- --------- Total assets $722,852 $86,428 $ (70,025) $ 739,255 ========= ======== =========== ========= LIABILITIES and SHAREHOLDERS' EQUITY Total current liabilities $126,198 $19,795 $ (6,604)(G) $ 139,389 Long term debt 175,000 4,144 (4,144)(G) 175,000 Other liabilities and minority interest 16,312 3,212 -- 19,524 Total shareholders equity 405,342 59,277 (59,277) 405,342 --------- -------- ----------- --------- Total liabilities & equity $722,852 $ 86,428 $ (70,025) $ 739,255 ========= ======== =========== =========
NOTES TO THE UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS AND BALANCE SHEET The following adjustments were applied to the Company's historical financial statements and those of Cerprobe Corporation to arrive at the pro forma combined financial information. A. To record the amortization of goodwill, estimated to be approximately $152.0 million associated with the purchase of Cerprobe Corporation. The preliminary estimated useful life used is considered to be 15 years. B. To record the reduction of interest income related to the estimated $225.0 million, including transaction costs, cash payment for Cerprobe, using the average interest rate on short term investments that the Company realized in fiscal 2000 of 6.09%. C. To record the tax benefit related to the lower interest income at the Company's marginal tax rate in the United States of 35%. No tax benefit was assumed on the additional amortization expense. D. To record the payment of $225.0 million for the purchase of 100% of the stock of Cerprobe plus transaction costs. E. Set-up adjustment to record Cerprobe's inventory at fair value at September 30, 2000. F. To record the fair value of goodwill and intangible assets acquired. G. To record the payoff of all short term and long term debt of Cerprobe.