EX-99.2 3 dex992.txt UNAUDITED PRO FORMA FINANCIAL INFORMATION EXHIBIT 99.2 Disposition of Mattson Technology, Inc.'s Wet Business Pro Forma Financial Information On March 17, 2003, Mattson Technology, Inc. and certain of it's subsidiaries ("Mattson") completed the sale of its Wet Business to SCP Global Technology, Inc. ("SCP") pursuant to an Asset Purchase Agreement for a total purchase price of $2.0 million, subject to adjustments for certain contractual terms with respect to the net working capital sold to SCP by Mattson. The unaudited pro forma condensed consolidated financial information of Mattson set forth below is used to show the effects of the sale of Mattson's Wet Business as if it occurred on December 31, 2002 for balance sheet purposes, based on certain estimates and assumptions. The unaudited pro forma condensed information is presented for illustrative purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the transaction had been consummated at the dates indicated, nor is it necessarily indicative of future operating results or the financial position of Mattson as a result of the sale of the Wet Business. The unaudited pro forma condensed consolidated financial information of Mattson set forth below consists of unaudited pro forma condensed consolidated balance sheet information and the associated footnotes as of December 31, 2002, and unaudited pro forma condensed consolidated statements of operations information for the years ended December 31, 2002 and December 31, 2001, which assumes that the sale of the Wet Business occurred on January 1, 2001. The unaudited pro forma condensed consolidated statement of operations do not include the effect of one-time charges incurred as a result of the sale of the Wet Business to SCP. Mattson's unaudited pro forma condensed consolidated statements of operations information for the year ended December 31, 2000 are not presented because the Wet Business was originally acquired on January 1, 2001, and therefore there were no pro forma adjustments for this period. The unaudited pro forma condensed consolidated balance sheet information gives effect to Mattson's receipt of the initial proceeds of $2.0 million from SCP as if such transaction had occurred on December 31, 2002. Certain adjustments expected to occur as a result of the sale have been reflected in the unaudited pro forma condensed consolidated balance sheet information. Determination of the actual net assets sold to SCP, the total purchase price and the loss on sale is subject to various post-closing adjustments and the performance of certain services. The Stock and Asset Purchase Agreement for the Wet Products Division also provides for an earn-out payable to Mattson, up to an aggregate maximum of $5 million, based upon sales by SCP of certain products to identified customers through December 31, 2004. The amounts that can be earned by Mattson under this earn-out provision are not included in unaudited pro forma financial information. The following pro forma financial statements are derived from Mattson's historical consolidated financial statements after having given effect to the sale of its Wet Business to SCP Global Technologies, Inc. Consequently, the following unaudited pro forma condensed financial statements have been derived from, and should be read in conjunction with accompanying notes thereto, with Mattson's historical consolidated financial statements and related notes thereto, included in Mattson's Annual Report on Form 10-K filed with the SEC on March 31, 2003. MATTSON TECHNOLOGY, INC. UNAUDITED PRO FORMA FINANCIAL INFORMATION As of December 31, 2002 (in thousands)
Pro Forma Pro Forma as As Reported Adjustments Adjusted ----------- --------------- -------------- ASSETS Current assets: Cash and cash equivalents $ 87,879 $ (31,592)(1) 34,113 (2) $ 90,400 Restricted cash 1,105 (521)(1) 584 Accounts receivable, net of allowance for doubtful accounts of $10,552 and $7,787 in 2002 as reported and pro forma as adjusted, respectively 34,834 (6,967)(1) 27,867 Advance billings 27,195 (9,950)(1) 17,245 Inventories 50,826 (14,858)(1) 35,968 Inventories - delivered systems 47,444 (45,358)(1) 2,086 Prepaid expenses and other current assets 13,676 (196)(1) 13,480 ----------- ----------- ----------- Total current assets 262,959 (75,329) 187,630 Property and equipment 18,855 (1,621)(1) 17,234 Goodwill 12,675 (5,905)(1) 6,770 Intangibles 15,254 (9,734)(1) 5,520 Other assets 2,416 (506)(1) 1,910 ----------- ----------- ----------- Total assets $ 312,159 $ (93,095) $ 219,064 =========== =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 14,346 (1,867)(1) $ 12,479 Accrued liabilities 77,795 (10,781)(1) 12,792 (3) 2,156 (4) 81,962 Deferred revenue 108,698 (82,451)(1) 26,247 ----------- ----------- ----------- Total current liabilities 200,839 (80,151) 120,688 ----------- ----------- ----------- Long-term liabilities: Deferred income taxes 5,215 (3,849)(1) 1,366 ----------- ----------- ----------- Total long-term liabilities 5,215 (3,849) 1,366 ----------- ----------- ----------- Total liabilities 206,054 (84,000) 122,054 ----------- ----------- ----------- Commitments and contingencies Stockholders' equity: Common Stock 45 - 45 Additional paid-in capital 542,482 - 542,482 Accumulated other comprehensive income (loss) 7,131 (4,867)(1) 2,264 Treasury stock (2,987) - (2,987) Accumulated deficit (440,566) (4,228)(5) (444,794) ----------- ----------- ----------- Total stockholders' equity 106,105 (9,095) 97,010 ----------- ----------- ----------- Total liabilities and stockholders' equity $ 312,159 $ (93,095) $ 219,064 =========== =========== ===========
The accompanying notes are an integral part of this unaudited pro forma condensed consolidated financial information. MATTSON TECHNOLOGY, INC. UNAUDITED PRO FORMA FINANCIAL INFORMATION For the Year Ended December 31, 2002 (in thousands, except per share information)
Pro Forma Pro Forma as As Reported Adjustments (6) Adjusted ---------------- --------------- --------------- Net sales $ 203,520 $ (77,456) $ 126,064 Cost of sales 163,063 (60,980) 102,083 ---------------- --------------- --------------- Gross profit 40,457 (16,476) 23,981 ---------------- --------------- --------------- Operating expenses: Research, development and engineering 37,395 (4,735) 32,660 Selling, general and administrative 86,218 (13,506) 72,712 Amortization of goodwill and intangibles 6,591 (4,280) 2,311 Non-recurring, restructuring and other charges 17,307 (9,026) 8,281 ---------------- --------------- --------------- Total operating expenses 147,511 (31,547) 115,964 ---------------- --------------- --------------- Income (loss) from operations (107,054) 15,071 (91,983) Interest expense (1,660) 33 (1,627) Interest income 2,380 (980) 1,400 Other income, net 11,916 817 12,733 ---------------- --------------- --------------- Income (loss) before provision (benefit) for income taxes and cumulative effect of change in accounting principle (94,418) 14,941 (79,477) Provision (benefit) for income taxes (147) 2,857 2,710 ---------------- --------------- --------------- Net income (loss) $ (94,271) $ 12,084 $ (82,187) ================ =============== =============== Net income (loss) per share: Basic $ (2.23) $ (1.95) Diluted $ (2.23) $ (1.95) Shares used in computing net income (loss) per share: Basic 42,239 42,239 Diluted 42,239 42,239
The accompanying notes are an integral part of this unaudited pro forma condensed consolidated financial information. MATTSON TECHNOLOGY, INC. UNAUDITED PRO FORMA FINANCIAL INFORMATION For the Year Ended December 31, 2001 (in thousands, except per share information)
Pro Forma Pro Forma as As Reported Adjustments (6) Adjusted --------------- ---------------- -------------- Net sales $ 230,149 $ (54,873) $ 175,276 Cost of sales 198,350 (55,908) 142,442 Inventory valuation charges 26,418 (11,952) 14,466 --------------- ----------------- -------------- Gross profit 5,381 12,987 18,368 --------------- ----------------- -------------- Operating expenses: Research, development and engineering 61,114 (13,937) 47,177 Selling, general and administrative 110,785 (21,881) 88,904 Acquired in-process research and development 10,100 (10,100) - Amortization of goodwill and intangibles 33,457 (27,256) 6,201 Non-recurring, restructuring and other charges 150,666 (144,010) 6,656 --------------- ----------------- -------------- Total operating expenses 366,122 (217,184) 148,938 --------------- ----------------- -------------- Income (loss) from operations (360,741) 230,171 (130,570) Interest expense (2,989) 444 (2,545) Interest income 4,354 (102) 4,252 Other income 3,651 (2,942) 709 --------------- ----------------- -------------- Income (loss) before benefit from income taxes (355,725) 227,571 (128,154) Provision (benefit) for income taxes (18,990) 23,401 4,411 --------------- ----------------- -------------- Net income (loss) $ (336,735) $ 204,170 $ (132,565) =============== ================= ============== Net income (loss) per share: Basic $ (9.14) $ (3.60) Diluted $ (9.14) $ (3.60) Shares used in computing net income (loss) per share: Basic 36,854 36,854 Diluted 36,854 36,854
The accompanying notes are an integral part of this unaudited pro forma condensed consolidated financial information. MATTSON TECHNOLOGY, INC. Unaudited Notes to Pro Forma Financial Information (1) This adjustment reflects the assets sold to and the liabilities assumed by SCP. This adjustment also eliminates certain balances related to the Wet Business from the consolidated Mattson accounts that Mattson no longer retains after the transaction is consummated. These balances include deferred revenues, inventories awaiting customer acceptance and other comprehensive income. All adjustments are reflected net of intercompany transactions. (2) This adjustment reflects the gross cash proceeds to be received from SCP after the transfer of the Wet Business entities and Wet Business related assets. The amount consists of the following balances (in thousands): Repayment of cash and cash equivalents $ 31,592 (A) Repayment of restricted cash 521 (B) Contractual purchase price payment 2,000 (C) ---------- Total adjustment $ 34,113 ========== (A) This adjustment represents the repayment of cash and cash equivalents balances by SCP to Mattson for cash and cash equivalents of the sold Wet Business entities. (B) This adjustment represents the repayment of restricted cash balances by SCP to Mattson for restricted cash of the sold Wet Business entities. (C) This adjustment reflects the contractual $2.0 million payment by SCP to Mattson for the acquisition of the Wet Business entities. (3) This adjustment reflects the effect of liabilities incurred by Mattson as a result of the sale of Wet Business entities to SCP. The adjustment includes the effect of reductions in force at the Wet Business entities which are to be paid for by Mattson, additional customer obligations and arrangements for which Mattson indemnifies SCP, and other litigation related liabilities. (4) This adjustment gives effect to the costs for fees payable to investment bankers, legal counsel and accountants associated with the sale of the Wet Business entities. The following is a detail of the adjustment (in thousands): Investment bankers' fees $ 1,600 Legal fees 406 Accounting and other professional services fees 150 ---------- Total adjustment $ 2,156 ========== (5) The amount represents estimated loss on the disposition of wet business which is calculated as follows (in thousands): Contractual purchase price payment due from SCP $ 2,000 Net book value of assets sold, including goodwill and intangibles (95,095) Net book value of liabilities assumed by SCP, including deferred revenues 98,948 Other, including additional obligations incurred in connection with and fees and costs resulting from the disposition (10,081) ------------- Estimated loss $ (4,228) =============
(6) These adjustments reflect the elimination of the Wet Business's operations, net of intercompany transactions, between Mattson and the Wet Business entities. The adjustment includes the revenues, cost of sales, operating expenses and other items, net of intercompany transactions, that are directly attributable to the Wet Business entities sold by Mattson to SCP. In addition, it includes allocations of payroll-related expenses from the shared service centers as far as these relate to personnel who performed services exclusively for the Wet Business being sold, and whose employment is being transferred to SCP.