Attached files
Exhibit 99.3
MERCURY COMPUTER SYSTEMS, INC
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
SEPTEMBER 30, 2011
(In thousands)
Historical as of September 30, 2011 | Pro forma adjustments (1) |
Pro forma combined |
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Mercury | KOR | |||||||||||||||
Assets |
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Current assets: |
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Cash and cash equivalents |
$ | 165,862 | $ | 11,165 | $ | (70,370 | )a | $ | 106,657 | |||||||
Accounts receivable, net of allowance for doubtful accounts |
38,128 | 3,520 | (29 | )b | 41,619 | |||||||||||
Unbilled receivables and costs in excess of billings |
1,202 | 5,149 | (243 | )b | 6,108 | |||||||||||
Inventory |
24,502 | | | 24,502 | ||||||||||||
Deferred income taxes |
6,896 | 1,094 | | 7,990 | ||||||||||||
Prepaid income taxes |
371 | | | 371 | ||||||||||||
Prepaid expenses and other current assets |
4,242 | 279 | | 4,521 | ||||||||||||
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Total current assets |
241,203 | 21,207 | (70,642 | ) | 191,768 | |||||||||||
Restricted cash |
3,000 | 281 | | 3,281 | ||||||||||||
Property and equipment, net |
14,221 | 311 | | 14,532 | ||||||||||||
Goodwill |
79,558 | 7,528 | 39,109 | c,f | 126,195 | |||||||||||
Acquired intangible assets, net |
15,906 | 885 | 11,445 | d | 28,236 | |||||||||||
Other non-current assets |
926 | 59 | | 985 | ||||||||||||
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Total assets |
$ | 354,814 | $ | 30,271 | $ | (20,088 | ) | $ | 364,997 | |||||||
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Liabilities and Shareholders Equity |
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Current liabilities: |
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Accounts payable |
$ | 12,539 | $ | 1,125 | $ | (29 | )b | $ | 13,635 | |||||||
Accrued expenses |
6,192 | 1,623 | 505 | h,e | 8,320 | |||||||||||
Accrued compensation |
7,474 | 1,516 | | 8,990 | ||||||||||||
Notes payable, current portion |
| 3,141 | (3,141 | )e | | |||||||||||
Notes payable to shareholders, current portion |
| 410 | (410 | )e | | |||||||||||
Term loan, current portion |
| 1,048 | (1,048 | )e | | |||||||||||
Line of credit borrowings |
| 3,000 | (3,000 | )e | | |||||||||||
Income taxes payable |
473 | 39 | | 512 | ||||||||||||
Deferred revenues, billings in excess of costs and customer advances |
4,994 | 1,565 | | 6,559 | ||||||||||||
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Total current liabilities |
31,672 | 13,467 | (7,123 | ) | 38,016 | |||||||||||
Deferred gain on sale-leaseback |
5,267 | | | 5,267 | ||||||||||||
Notes payable and term loan, net of current portion |
| 2,952 | (2,952 | )e | | |||||||||||
Deferred income taxes |
3,652 | 257 | 4,427 | f | 8,336 | |||||||||||
Income taxes payable |
1,777 | | | 1,777 | ||||||||||||
Other non-current liabilities |
5,764 | | | 5,764 | ||||||||||||
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Total liabilities |
48,132 | 16,676 | (5,648 | ) | 59,160 | |||||||||||
Shareholders equity: |
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Preferred stock |
| 1 | (1 | )g | | |||||||||||
Common stock |
294 | 1 | (1 | )g | 294 | |||||||||||
Additional paid-in capital |
216,309 | 42,939 | (42,939 | )g | 216,309 | |||||||||||
Retained earnings (deficit) |
88,766 | (29,346 | ) | 28,520 | b,g,h | 87,940 | ||||||||||
Accumulated other comprehensive income |
1,313 | | | g | 1,313 | |||||||||||
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Total shareholders equity |
306,682 | 13,595 | (14,278 | )g | 305,856 | |||||||||||
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Total liabilities and shareholders equity |
$ | 354,814 | $ | 30,271 | $ | (20,088 | ) | $ | 364,997 | |||||||
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(1) | See Note 2 of the Notes to Unaudited Pro Forma Condensed Combined Financial Statements for discussion regarding the pro forma adjustments |
MERCURY COMPUTER SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011
(In thousands, except per share data)
Historical | Pro forma adjustments (1) |
Pro forma combined |
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Mercury | KOR | |||||||||||||||
Net revenues |
$ | 49,122 | $ | 9,778 | $ | (179 | ) i | $ | 58,721 | |||||||
Cost of revenues |
19,206 | 6,144 | (46 | ) i | 25,304 | |||||||||||
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Gross margin |
29,916 | 3,634 | (133 | ) | 33,417 | |||||||||||
Operating expenses: |
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Selling, general and administrative |
13,645 | 1,638 | | 15,283 | ||||||||||||
Research and development |
11,865 | 244 | | 12,109 | ||||||||||||
Amortization of acquired intangible assets |
816 | 68 | 429 | k | 1,313 | |||||||||||
Acquisition costs and other related expenses |
25 | | | 25 | ||||||||||||
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Total operating expenses |
26,351 | 1,950 | 429 | 28,730 | ||||||||||||
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Income from operations |
3,565 | 1,684 | (562 | ) | 4,687 | |||||||||||
Interest income |
6 | 1 | | a | 7 | |||||||||||
Interest expense |
(9 | ) | (195 | ) | 195 | j | (9 | ) | ||||||||
Other income, net |
405 | | | 405 | ||||||||||||
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Income from continuing operations before income taxes |
3,967 | 1,490 | (367 | ) | 5,090 | |||||||||||
Income taxes |
1,314 | 596 | (128 | ) l | 1,782 | |||||||||||
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Net income |
$ | 2,653 | $ | 894 | $ | (239 | ) | $ | 3,308 | |||||||
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Basic net earnings per share: |
$ | 0.09 | $ | | $ | | $ | 0.11 | ||||||||
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Diluted net earnings per share: |
$ | 0.09 | $ | | $ | | $ | 0.11 | ||||||||
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Weighted-average shares outstanding: |
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Basic |
29,277 | | | 29,277 | ||||||||||||
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Diluted |
30,033 | | | 30,033 | ||||||||||||
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(1) | See Note 2 of the Notes to Unaudited Pro Forma Condensed Combined Financial Statements for discussion regarding the pro forma adjustments |
MERCURY COMPUTER SYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED JUNE 30, 2011
(In thousands, except per share data)
Historical | Pro forma adjustments (2) |
Pro forma combined |
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Mercury | KOR (1) | |||||||||||||||
Net revenues |
$ | 228,710 | $ | 36,765 | $ | (110 | ) i | $ | 265,365 | |||||||
Cost of revenues |
98,811 | 22,709 | | i | 121,520 | |||||||||||
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Gross margin |
129,899 | 14,056 | (110 | ) | 143,845 | |||||||||||
Operating expenses: |
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Selling, general and administrative |
57,868 | 6,948 | | 64,816 | ||||||||||||
Research and development |
44,500 | 591 | | 45,091 | ||||||||||||
Amortization of acquired intangible assets |
1,984 | 271 | 1,717 | k | 3,972 | |||||||||||
Impairment of long-lived assets |
150 | | | 150 | ||||||||||||
Acquisition costs and other related expenses |
412 | | | 412 | ||||||||||||
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Total operating expenses |
104,914 | 7,810 | 1,717 | 114,441 | ||||||||||||
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Income from operations |
24,985 | 6,246 | (1,827 | ) | 29,404 | |||||||||||
Interest income |
34 | 18 | | a | 52 | |||||||||||
Interest expense |
(79 | ) | (1,043 | ) | 1,043 | j | (79 | ) | ||||||||
Other income, net |
1,627 | 1,100 | | 2,727 | ||||||||||||
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Income from continuing operations before income taxes |
26,567 | 6,321 | (784 | ) | 32,104 | |||||||||||
Income taxes |
8,060 | 2,349 | (274 | ) l | 10,135 | |||||||||||
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Net income |
$ | 18,507 | $ | 3,972 | $ | (510 | ) | $ | 21,969 | |||||||
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Basic net earnings per share: |
$ | 0.73 | $ | | $ | | $ | 0.87 | ||||||||
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Diluted net earnings per share: |
$ | 0.71 | $ | | $ | | $ | 0.84 | ||||||||
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Weighted-average shares outstanding: |
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Basic |
25,322 | | | 25,322 | ||||||||||||
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Diluted |
26,209 | | | 26,209 | ||||||||||||
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(1) | KORs historical financial information has been derived by taking its audited December 31, 2010 year-end consolidated statement of operations and adding its unaudited six month interim period condensed consolidated statement of operations through June 30, 2011 and reducing these amounts by its unaudited six month interim period condensed consolidated statement of operations through June 30, 2010 as well as giving effect to the effective tax rate during that period. |
(2) | See Note 2 of the Notes to Unaudited Pro Forma Condensed Combined Financial Statements for discussion regarding the pro forma adjustments |
Mercury Computer Systems, Inc.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
(In thousands)
1. Background and Basis of Pro Forma Presentation
On December 22, 2011, Mercury Computer Systems, Inc. (Mercury or the Company) and King Merger Inc., a newly formed, wholly-owned subsidiary of Mercury (the Merger Sub), entered into an Agreement and Plan of Merger (the Merger Agreement) with KOR Electronics (KOR), and Shareholder Representative Services LLC, as the securityholders representative. On December 30, 2011, the transaction closed with the Merger Sub being merged with and into KOR with KOR continuing as the surviving company and a wholly-owned subsidiary of Mercury (the Merger). By operation of the Merger, Mercury acquired both KOR and its wholly-owned subsidiary, Paragon Dynamics, Inc. (PDI).
The Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2011 and the Unaudited Pro Forma Condensed Combined Statement of Operations for the three months ended September 30, 2011 and the year ended June 30, 2011 are derived from the historical financial information of KOR after giving effect to the pro forma adjustments relating to the Merger.
The Merger is reflected in the Unaudited Pro Forma Condensed Combined Financial Statements utilizing the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (ASC 805). Under the acquisition method of accounting, the purchase price is allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase consideration over the net tangible and identifiable intangible assets acquired and liabilities assumed was recorded as goodwill. The fair value guidance requires that the fair value measurements reflect the assumptions market participants use in pricing an asset or liability based on the best information available. Estimates of the fair values of KOR have been combined with the historical values of the assets and liabilities of Mercury in the pro forma financial information. The purchase price allocation is preliminary and may be subject to change prior to finalization.
The Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended September 30, 2011 and the year ended June 30, 2011 assume the Merger occurred on July 1, 2010.
Under ASC 805, acquisition related transaction costs (such as advisory, legal, valuation, and other professional fees) are not included as a component of consideration transferred and are excluded from the Unaudited Pro Forma Condensed Combined Statements of Operations. The Company will incur total acquisition related transaction costs of approximately $583 related to its acquisition of KOR.
The Unaudited Pro Forma Condensed Combined Financial Statements do not reflect any operating efficiencies, synergies or cost savings that the Company may achieve, or any additional expense that may be incurred with respect to the combined company.
2. Pro Forma Adjustments
The Unaudited Pro Forma Condensed Combined Balance Sheet has been prepared to illustrate the effect of the Merger as if it had occurred on September 30, 2011.
The Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended September 30, 2011 and the year ended June 30, 2011 assume the Merger occurred on July 1, 2010.
All pro forma adjustments have been prepared for informational purposes only. The historical financial statements have been adjusted to give effect to pro forma events that are (i) directly attributable to the Merger, (ii) factually supportable, and (iii) with respect to the statement of operations, expected to have a continuing impact on the combined results of the companies.
The pro forma combined consolidated tax liability does not necessarily reflect the amounts that would have resulted had the Company and KOR filed consolidated income tax returns during the periods presented.
The pro forma adjustments included in the Unaudited Pro Forma Condensed Combined Financial Statements are as follows:
(a) | To record the effect of utilizing $70,370 of cash to purchase the outstanding capital stock of KOR. The Company has assessed the impact of cash consideration paid on pro forma interest income. Based on its cash investment policy and the low interest rate environment, it has determined the impact to be de minimis. |
(b) | To adjust accounts receivable, unbilled receivable and related accounts payable on an approximate $600 value POC contract between the Company and KOR that would have been eliminated in consolidation. |
Mercury Computer Systems, Inc.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements (Continued)
(In thousands)
(c) | To record the preliminary estimated goodwill. As the net acquired tangible assets of KOR as of December 30, 2011 are different from the September 30, 2011 tangible assets provided for pro forma purposes, the allocated Goodwill is the net result of the pro forma adjustments made in these Notes to Unaudited Pro Forma Condensed Combined Financial Statements. |
(d) | To reflect the estimated purchase price allocation to identifiable intangible assets acquired. These estimated fair values and useful lives are considered preliminary and are subject to change in accordance with ASC 805, Business Combinations. |
The acquired finite-lived intangible assets include the following:
Estimated useful life (in years) |
Amount | |||||||
Customer relationships |
7.0 | $ | 8,360 | |||||
Completed technology |
5.0 | 2,870 | ||||||
Trademarks |
6.4 | 1,020 | ||||||
Non-competition agreements |
2.0 | 80 | ||||||
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Total identifiable intangible assets |
$ | 12,330 | ||||||
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The pro forma adjustment to intangibles includes the following:
KOR historical amount |
Preliminary estimated fair value |
Increase | ||||||||||
Identifiable intangible assets |
$ | 885 | $ | 12,330 | $ | 11,445 |
(e) | To eliminate KORs debt and related accrued interest as of September 30, 2011 that was not assumed by the Company. |
(f) | To increase the deferred tax liability and goodwill to reflect the estimated tax impact of the intangible assets acquired at the statutory rate recorded at (c) above. These amounts are preliminary estimates and may differ materially in actual future results of operations. |
The pro forma adjustment to deferred tax includes the following:
KOR historical amount |
Preliminary estimated liability |
Increase | ||||||||||
Deferred income taxes non-current, net |
$ | 257 | $ | 4,684 | $ | 4,427 |
(g) | To eliminate KORs historical equity as of September 30, 2011. |
(h) | To establish an accrual for transaction costs as of September 30, 2011. |
(i) | To remove intercompany transaction revenue and related costs that would have been eliminated in consolidation had the Merger occurred on July 1, 2010. Accordingly, the Company recorded pro forma adjustments to revenue of $110 and $179 for the twelve months ended June 30, 2011 and three months ended September 30, 2011, respectively, and to cost of revenue of $0 and $46 for the twelve months ended June 30, 2011 and three months ended September 30, 2011, respectively. See adjustment of accounts receivable, unbilled receivable and related accounts payable at (b) above. |
Mercury Computer Systems, Inc.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements (Continued)
(In thousands)
(j) | To adjust interest expense related to the debt noted at (e) above that would not have been incurred had the Merger occurred on July 1, 2010. Accordingly, the Company recorded pro forma adjustments of $1,043 and $195 for the twelve months ended June 30, 2011 and three months ended September 30, 2011, respectively. |
(k) | Changes in fair value or useful lives and associated amortization expense of the acquired intangible assets may be material. The acquired finite-lived intangible assets are reflected as being amortized over estimated useful lives, as presented below, using the straight-line method. The acquired intangible assets estimated fair values and useful lives are considered preliminary and are subject to change in accordance with ASC 805, Business Combinations and include the following: |
Pro forma amortization | ||||||||||||||||
Estimated useful life (in years) |
Amount | Three months ended September 30, 2011 |
Fiscal year ended June 30, 2011 |
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Customer relationships |
7.0 | $ | 8,360 | $ | 299 | $ | 1,196 | |||||||||
Completed technology |
5.0 | 2,870 | 144 | 576 | ||||||||||||
Trademarks |
6.4 | 1,020 | 44 | 176 | ||||||||||||
Non-competition agreements |
2.0 | 80 | 10 | 40 | ||||||||||||
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Total identifiable intangible assets |
$ | 12,330 | $ | 497 | $ | 1,988 | ||||||||||
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The historical Condensed Consolidated Statements of Operations of KOR include amortization for the period of July 1, 2010 through June 30, 2011 and for the period July 1, 2011 through September 30, 2011 of $271 and $68, respectively. Accordingly, the Company recorded pro forma adjustments of $1,717 and $429 for the twelve months ended June 30, 2011 and three months ended September 30, 2011, respectively.
(l) | To record income tax benefit related to the pro forma adjustments at the statutory rate of 35% related to (i), (j) and (k) above. |