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8-K/A - 8-K/A - EXTREME NETWORKS INCa14-1417_18ka.htm
EX-23.1 - EX-23.1 - EXTREME NETWORKS INCa14-1417_1ex23d1.htm
EX-99.1 - EX-99.1 - EXTREME NETWORKS INCa14-1417_1ex99d1.htm
EX-99.2 - EX-99.2 - EXTREME NETWORKS INCa14-1417_1ex99d2.htm

Exhibit 99.3

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

The following unaudited pro forma condensed combined balance sheet as of September 30, 2013 and the unaudited pro forma condensed combined statements of income (loss) for the three months ended September 30, 2013 and for the fiscal year ended June 30, 2013 are based on the historical financial statements of Extreme Networks, Inc.(“Extreme” or the “Company”), and Enterasys Networks, Inc. (“Enterasys”) after giving effect to Extreme’s acquisition of Enterasys using the acquisition method of accounting and borrowing pursuant to the term loan and revolving credit facility to finance the Enterasys acquisition, and after applying the assumptions, reclassifications and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.

 

Extreme and Enterasys have different fiscal year ends. Accordingly, the unaudited pro forma condensed combined balance sheet as of September 30, 2013 combines Extreme’s historical unaudited condensed consolidated balance sheet as of September 30, 2013 and Enterasys’ historical audited consolidated balance sheet as of September 30, 2013 and is presented as if the acquisition of Enterasys had occurred on September 30, 2013 and includes all adjustments that give effect to events that are directly attributable to the acquisition of Enterasys and that are factually supportable. The unaudited pro forma condensed combined statement of income (loss) for the three months ended September 30, 2013 combines the unaudited historical results of Extreme for the three months ended September 30, 2013 and the unaudited historical results of Enterasys for the three months ended September 30, 2013. The unaudited pro forma condensed combined statement of income (loss) for the fiscal year ended June 30, 2013 combines the audited historical results of Extreme for the year ended June 30, 2013 and the audited historical results of Enterasys for the year ended September 30, 2013. The unaudited pro forma condensed combined statements of income (loss) are presented as if the acquisition had occurred on July 1, 2012 and include adjustments that give effect to events that are directly attributable to the acquisition of Enterasys, expected to have a continuing impact and that are factually supportable.

 

The unaudited pro forma condensed combined financial statements are based on the estimates and assumptions set forth in the notes to such statements, which are preliminary and have been made solely for purposes of developing such pro forma information. The unaudited pro forma condensed combined financial statements are not intended to represent or be indicative of the results that would have been achieved had the acquisition been consummated and the borrowings pursuant to the term loan and revolving credit facility been completed as of the date indicated or that may be achieved in the future.

 

The acquisition has been accounted for using the acquisition method of accounting.  The estimated purchase price has been allocated on a preliminary basis to tangible and intangible assets acquired and liabilities assumed.  The final purchase price allocation is pending the finalization of appraisal valuations, which may result in an adjustment to the preliminary purchase price allocation. Also, additional information which existed as of the acquisition date but was unknown to the Company at that time, may become known to the Company during the remainder of the measurement period, a period not to exceed 12 months from the acquisition date, may result in a change in the purchase price allocation.  While management believes that its preliminary estimates and assumptions underlying the valuations are reasonable, different estimates and assumptions could result in different valuations assigned to the individual assets acquired and liabilities assumed, and the resulting amount of goodwill.

 

The unaudited pro forma condensed combined financial statements do not include the realization of future cost savings or synergies or the effects of any future restructuring activities that pertain to Extreme’s operations.  These future restructuring expenses may be material and may include costs for severance, costs for vacating facilities and costs to exit or terminate other duplicative activities.  Future restructuring expenses will be recorded in the period that these expenses become probable and can be estimated or are incurred.

 

These unaudited pro forma condensed combined financial statements should be read in conjunction with Extreme’s historical consolidated financial statements and notes thereto contained in Extreme’s Annual Report on Form 10-K for its fiscal year ended June 30, 2013 and Quarterly Report on Form 10-Q for its three months ended September 30, 2013 and Enterasys’ historical consolidated financial statements and notes thereto contained herein for its fiscal year ended September 30, 2013 and 2012, which is included as Exhibit 99.1 and for its fiscal year ended September 30, 2012 and 2011, which is included as Exhibit 99.2 to this Form 8-K/A.

 

1



 

EXTREME NETWORKS, INC.

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEETS

As of September 30, 2013

 

(In thousands, except per share amounts)

 

 

 

Historical

 

 

 

 

 

 

 

 

 

September 30,

 

September 30,

 

 

 

 

 

 

 

 

 

2013

 

2013

 

Pro Forma

 

 

 

Pro Forma

 

 

 

Extreme

 

Enterasys

 

Adjustments

 

 

 

Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

103,008

 

$

38,099

 

$

(38,099

)

A

 

$

103,008

 

Short-term investments

 

96,427

 

 

(80,000

)

B

 

16,427

 

Accounts receivable, net

 

39,297

 

32,741

 

6,764

 

C,F

 

78,802

 

Affiliate receivables

 

 

18,316

 

(18,316

)

D

 

 

Inventories, net

 

30,389

 

23,271

 

10,751

 

C,F

 

64,411

 

Affiliate note receivable

 

 

31,022

 

(31,022

)

D

 

 

Deferred income taxes

 

408

 

14,168

 

(13,712

)

C,M

 

864

 

Prepaid expenses and other current assets, net

 

11,712

 

7,381

 

154

 

C

 

19,247

 

Total current assets

 

281,241

 

164,998

 

(163,480

)

 

 

282,759

 

Restricted cash

 

 

637

 

 

 

 

637

 

Property and equipment, net

 

25,807

 

15,964

 

7,158

 

C

 

48,929

 

Goodwill

 

 

117,675

 

(60,060

)

C

 

57,615

 

Intangible assets

 

3,957

 

9,275

 

102,625

 

C

 

115,857

 

Deferred income taxes

 

 

55,377

 

(55,282

)

C,M

 

95

 

Other assets, net

 

7,965

 

10,796

 

(5,096

)

C

 

13,665

 

Total assets

 

$

318,970

 

$

374,722

 

$

(174,135

)

 

 

$

519,557

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

28,451

 

$

20,194

 

$

 

 

 

$

48,645

 

Affiliate payables

 

 

2,172

 

(2,172

)

D

 

 

Accrued compensation and benefits

 

12,957

 

15,775

 

 

 

 

28,732

 

Restructuring liabilities

 

572

 

 

 

 

 

572

 

Accrued warranty

 

3,440

 

 

841

 

F

 

4,281

 

Short term debt

 

 

 

3,250

 

E

 

3,250

 

Deferred revenue, net

 

32,080

 

40,140

 

(11,900

)

C,F

 

60,320

 

Deferred revenue, net of cost of sales to distributors

 

18,600

 

 

3,473

 

F

 

22,073

 

Other accrued liabilities

 

15,114

 

18,711

 

(2,849

)

C,F,M

 

30,976

 

Affiliate debt

 

 

94,875

 

(94,875

)

D

 

 

Total current liabilities

 

111,214

 

191,867

 

(104,232

)

 

 

198,849

 

 

 

 

 

 

 

 

 

 

 

 

 

Long term debt

 

 

 

96,750

 

E

 

96,750

 

Deferred revenue, less current portion

 

8,156

 

13,573

 

(1,765

)

C

 

19,964

 

Deferred income taxes

 

 

25,922

 

(24,390

)

C,M

 

1,532

 

Other long-term liabilities

 

6,582

 

10,151

 

(7,289

)

C

 

9,444

 

 

 

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

Convertible preferred stock, $.001 par value

 

 

 

 

 

 

 

Common stock, $.001 par value

 

94

 

 

 

 

 

94

 

Additional paid-in-capital

 

824,705

 

209,754

 

(209,754

)

G

 

824,705

 

Accumulated other comprehensive income (loss)

 

(843

)

(7,343

)

7,343

 

G

 

(843

)

Accumulated deficit

 

(630,938

)

(69,202

)

69,202

 

G

 

(630,938

)

Total stockholders’ equity

 

193,018

 

133,209

 

(133,209

)

 

 

193,018

 

Total liabilities and stockholders’ equity

 

$

318,970

 

$

374,722

 

$

(174,135

)

 

 

$

519,557

 

 

2



 

EXTREME NETWORKS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Three Months Ended September 30, 2013

(In thousands, except per share amounts)

 

 

 

Historical

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

 

 

 

 

 

 

 

September 30,

 

September 30,

 

 

 

 

 

 

 

 

 

2013

 

2013

 

Pro Forma

 

 

 

Pro Forma

 

 

 

Extreme

 

Enterasys

 

Adjustments

 

 

 

Combined

 

Net revenues:

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

61,045

 

$

66,267

 

$

 

 

 

$

127,312

 

Service

 

14,871

 

21,220

 

 

 

 

36,091

 

Total net revenues

 

75,916

 

87,487

 

 

 

 

163,403

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

Product

 

27,516

 

31,615

 

4,149

 

H,I

 

63,280

 

Service

 

4,693

 

7,399

 

188

 

H,I

 

12,280

 

Total cost of revenues

 

32,209

 

39,014

 

4,337

 

 

 

75,560

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit:

 

 

 

 

 

 

 

 

 

 

 

Product

 

33,529

 

34,652

 

(4,149

)

 

 

64,032

 

Service

 

10,178

 

13,821

 

(188

)

 

 

23,811

 

Total gross margin

 

43,707

 

48,473

 

(4,337

)

 

 

87,843

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

9,937

 

14,376

 

732

 

H,I

 

25,045

 

Sales and marketing

 

22,694

 

21,115

 

995

 

H,I

 

44,804

 

General and administrative

 

6,934

 

3,917

 

(12

)

H,I

 

10,839

 

Acquisition-related expenses

 

3,695

 

2,343

 

(6,038

)

J

 

 

Restructuring charges

 

75

 

 

 

 

 

75

 

Amortization of purchased intangibles

 

 

2,005

 

3,662

 

H

 

5,667

 

Total operating expenses

 

43,335

 

43,756

 

(661

)

 

 

86,430

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

372

 

4,717

 

(3,676

)

 

 

1,413

 

Interest income

 

275

 

 

(154

)

L

 

121

 

Interest expense

 

 

(2,161

)

1,341

 

K,D

 

(820

)

Other (expense)/ income, net

 

(255

)

80

 

 

 

 

(175

)

Income before income taxes

 

392

 

2,636

 

(2,489

)

 

 

539

 

Provision for income taxes

 

427

 

1,252

 

(591

)

M

 

1,088

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(35

)

$

1,384

 

$

(1,898

)

 

 

$

(549

)

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share - basic

 

$

 

 

 

 

 

 

 

$

(0.01

)

Net income (loss) per share - diluted

 

$

 

 

 

 

 

 

 

$

(0.01

)

Shares used in per share calculation - basic

 

94,062

 

 

 

 

 

 

 

95,197

 

Shares used in per share calculation - diluted

 

94,062

 

 

 

 

 

 

 

95,197

 

 

3



 

EXTREME NETWORKS, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the Year Ended June 30, 2013

(In thousands, except per share amounts)

 

 

 

Historical

 

 

 

 

 

 

 

 

 

Year Ended

 

 

 

 

 

 

 

 

 

June 30,

 

September 30,

 

 

 

 

 

 

 

 

 

2013

 

2013

 

Pro Forma

 

 

 

Pro Forma

 

 

 

Extreme

 

Enterasys

 

Adjustments

 

 

 

Combined

 

Net revenues:

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

239,955

 

$

249,942

 

$

 

 

 

$

489,897

 

Service

 

59,388

 

82,957

 

 

 

 

142,345

 

Total net revenues

 

299,343

 

332,899

 

 

 

 

632,242

 

Cost of revenues:

 

 

 

 

 

 

 

 

 

 

 

Product

 

115,862

 

122,822

 

16,522

 

H,I

 

255,206

 

Service

 

20,855

 

32,835

 

707

 

H,I

 

54,397

 

Total cost of revenues

 

136,717

 

155,657

 

17,229

 

 

 

309,603

 

Gross profit:

 

 

 

 

 

 

 

 

 

 

 

Product

 

124,093

 

127,120

 

(16,522

)

 

 

234,691

 

Service

 

38,533

 

50,122

 

(707

)

 

 

87,948

 

Total gross margin

 

162,626

 

177,242

 

(17,229

)

 

 

322,639

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

40,521

 

60,074

 

3,030

 

H,I

 

103,625

 

Sales and marketing

 

87,202

 

85,493

 

3,953

 

H,I

 

176,648

 

General and administrative

 

28,754

 

17,590

 

293

 

H,I

 

46,637

 

Restructuring charges

 

6,836

 

 

 

 

 

6,836

 

Gain on sale of facilities

 

(11,539

)

 

 

 

 

(11,539

)

Acquisition-related expenses

 

 

2,343

 

(2,343

)

J

 

 

Amortization of purchased intangibles

 

 

8,021

 

14,646

 

H

 

22,667

 

Total operating expenses

 

151,774

 

173,521

 

19,579

 

 

 

344,874

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

10,852

 

3,721

 

(36,808

)

 

 

(22,235

)

Interest income

 

1,070

 

 

(616

)

L

 

454

 

Interest expense

 

 

(8,638

)

5,787

 

K,D

 

(2,851

)

Other (expense)/ income, net

 

(571

)

5,195

 

 

 

 

4,624

 

Income (loss) before income taxes

 

11,351

 

278

 

(31,637

)

 

 

(20,008

)

Provision for income taxes

 

1,678

 

397

 

2,414

 

M

 

4,489

 

Net income (loss)

 

$

9,673

 

$

(119

)

$

(34,051

)

 

 

$

(24,497

)

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share - basic

 

$

0.10

 

 

 

 

 

 

 

$

(0.26

)

Net income (loss) per share - diluted

 

$

0.10

 

 

 

 

 

 

 

$

(0.26

)

Shares used in per share calculation - basic

 

93,954

 

 

 

 

 

 

 

93,954

 

Shares used in per share calculation - diluted

 

95,044

 

 

 

 

 

 

 

93,954

 

 

4



 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

1. Description of the Transaction

 

On October 31, 2013 (the “Acquisition Date”), Extreme Networks, Inc. (“Extreme ” or “the Company”) completed the acquisition of Enterasys Networks, Inc. (“Enterasys”), a privately held provider of wired and wireless network infrastructure and security solutions, for $180 million in cash.  Also, on October 31, 2013, the Company entered into a $125 million senior secured credit facilities agreement consisting of a $65 million term loan facility (“Term Loan”) and a revolving credit facility of $60 million (“Revolving Facility”).  Both facilities mature on October 31, 2018.  The proceeds from the Term Loan were used to pay a portion of the purchase price in the acquisition of all of the issued and outstanding capital stock of Enterasys. The company also drew $35 million of the $60 million Revolving Facility to pay a portion of the purchase price in the acquisition of all of the issued and outstanding capital stock of Enterasys.

 

2. Preliminary Purchase Price

 

On October 31, 2013, Extreme completed its acquisition of Enterasys such that Enterasys became a wholly owned subsidiary of Extreme. Cash of $180 million was paid at the Acquisition Date with remaining amounts, if any, to be based on working capital adjustments as defined in the agreement.  These adjustments have not been finalized as of the date of this filing.

 

3. Preliminary Purchase Price Allocation

 

The estimated purchase price has been allocated to Enterasys’ estimated tangible and identifiable intangible assets acquired and liabilities assumed on a preliminary basis as follows (in thousands):

 

Estimated purchase price

 

 

 

$

180,000

 

 

 

 

 

 

 

Current assets

 

73,000

 

 

 

Property and equipment

 

23,100

 

 

 

Identifiable intangible assets

 

108,900

 

 

 

In-process research and development

 

3,000

 

 

 

Deferred tax assets

 

17,700

 

 

 

Other assets

 

6,900

 

 

 

Goodwill

 

35,700

 

 

 

Current liabilities

 

(73,700

)

 

 

Other long term liabilities

 

(14,600

)

 

 

 

 

 

 

 

 

Net assets acquired

 

 

 

$

180,000

 

 

For the purposes of the pro forma financial statements, the estimated purchase price stated above has been allocated based on the preliminary estimates of the fair value of the assets acquired and liabilities assumed as of the balance sheet date presented.  The final purchase price allocation will be based on the estimated fair values at the acquisition date and could vary significantly from the pro forma amounts.

 

The $108.9 million of acquired identifiable intangibles have a weighted-average useful life of approximately three years.  The definite-lived intangible assets include developed technology of $45 million (3-year weighted average useful life), customer relationships of $37 million (3-year weighted average useful life), maintenance contracts of $17 million (5-year weighted average useful life), Trademarks of $2.5 million (3-year weighted average useful life), and order backlog of $7.4 million (1.5-year useful life).  The amortization for the developed technology is recorded in “Cost of revenues” for product and the amortization for the remaining intangibles is recorded in “Amortization of purchased intangibles” on the condensed consolidated statement of operations.

 

The Company also has an indefinite lived asset of $3 million which represents the fair value of in process research and development activities.  Once the related research and development efforts are completed, the Company will determine whether the asset will continue to be an indefinite lived asset or it has become a finite lived asset and apply the appropriate accounting accordingly.

 

5



 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

4.      Pro Forma Adjustments

 

The pro forma adjustments included in the unaudited pro forma condensed combined financial statements are as follows:

 

A.            Per the Stock Purchase Agreement signed by Extreme and Enterasys, Extreme did not acquire any cash as part of the acquisition.  Pro forma adjustments have been made to eliminate the cash and cash equivalents held by Enterasys as of the date of balance sheet presented.

 

B.            To record the decrease in short term investments liquidated to pay for the acquisition of Enterasys as follows:

 

(in thousands)

 

 

 

 

 

 

 

Proceeds from Term Loan

 

$

65,000

 

Draw from Revolving Facility

 

35,000

 

Purchase consideration paid

 

(180,000

)

Adjustments to short term investments

 

$

(80,000

)

 

C.            The pro forma adjustments reflect the preliminary purchase accounting fair value estimates for the net assets to be acquired and liabilities assumed.  This is an estimate based on preliminary purchase price allocation which is subject to final allocation upon completion of the valuation process.

 

(in thousands)

 

 

 

 

 

 

 

Increase in accounts receivables

 

$

148

 

Increase in inventories

 

12,446

 

Decrease in current deferred income tax assets

 

(13,712

)

Increase in prepaid and other current assets, net

 

154

 

Increase in property and equipment, net

 

7,158

 

Decrease in non-current deferred income tax assets

 

(55,282

)

Decrease in non-current other assets, net

 

(5,096

)

Decrease in current deferred revenue

 

(13,348

)

Decrease in other accrued liabilities

 

(2,008

)

Decrease in non-current deferred revenue

 

(1,765

)

Decrease in non-current deferred income tax liabilities

 

(24,390

)

Decrease in other long-term liabilities

 

(7,289

)

 

 

 

 

Intangibles

 

 

 

Identifiable intangibles from Enterasys acquisition

 

$

108,900

 

In-process research and development from Enterasys acquisition

 

3,000

 

Remove historical Enterasys intangibles

 

(9,275

)

 

 

$

102,625

 

 

 

 

 

Goodwill

 

 

 

Goodwill from Enterasys acquisition

 

$

57,615

 

Remove historical Enterasys Goodwill

 

(117,675

)

 

 

$

(60,060

)

 

6



 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

D.            Enterasys was formerly a wholly owned subsidiary of Enterprise Networks Holdings B.V. (JV Co.) which was in turn formed by a joint venture transaction between Siemens AG and Gores Group LLC. Historical Enterasys financial statements include significant related party transactions with JV Co. which have been eliminated as the Company will have no affiliation with the former owners.  The pro forma adjustments reflect the elimination of such related party transactions from the historical financial statements including affiliate receivables, affiliate notes receivable, affiliate payables, affiliate debt and related interest expense.

 

E.             On October 31, 2013, Extreme entered into $125 million senior secured credit facilities agreement consisting of a $65 million Term Loan and a $60 million Revolving Facility.  Both facilities mature on October 31, 2018.  Beginning on December 31, 2013, the Term Loan shall be repaid in consecutive quarterly installments in amounts as set forth by the credit facilities agreement. The draws on the Revolving Facility shall be repaid on the maturity date if not repaid before that date. The proceeds of the Term Loan were used to pay a portion of the purchase price in the acquisition of Enterasys. The Company also drew $35 million of the $60 million Revolving Facility to pay a portion of the purchase price in the acquisition of all of the issued and outstanding capital stock of Enterasys.  The pro forma adjustments reflect the incurrence of debt.

 

F.              The following reclassification adjustments have been made to conform Enterasys’ historical amounts to Extreme’s presentation.  The adjustments primarily relate to separately identifying current accrued warranty, reclassifying deferred costs from inventory to deferred revenue, net and deferred revenue, net of cost of sales to distributors and reclassifying deferred revenue balances out of accounts receivables and inventory to deferred revenue, net and deferred revenue, net of cost of sales to distributors.

 

(in thousands)

 

 

 

 

 

 

 

Reclassification of current accrued warranty

 

 

 

Increase in accrued warranty

 

$

841

 

Decrease in other accrued liabilities

 

(841

)

 

 

 

 

Reclassification of deferred cost to deferred revenue

 

 

 

Decrease in inventories, net

 

$

(1,498

)

Decrease in deferred revenue, net

 

(196

)

Decrease in deferred revenue, net of cost of sales to distributors

 

(1,302

)

 

 

 

 

Reclassification between accounts receivables, inventory, deferred revenue, net and deferred revenue, net of cost of sales to distributors

 

 

 

Increase in accounts receivables

 

$

6,616

 

Decrease in inventories, net

 

(197

)

Increase in deferred revenue, net

 

1,644

 

Increase in deferred revenue, net of cost of sales to distributors

 

4,775

 

 

G.            Pro forma adjustments reflect the elimination of historical Enterasys’ equity.

 

H.           The pro forma adjustments to depreciation and amortization reflect the net effect of the removal of the historical depreciation and amortization expense for the Enterasys assets and the addition of the new depreciation and amortization expense for property and equipment and finite-lived intangible assets acquired in the Enterasys acquisition, based on the preliminary values assigned to these assets.  The following table summarizes the pro forma adjustments to depreciation and amortization:

 

7



 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

 

 

Three months ended September 30, 2013

 

Year ended June 30, 2013

 

(in thousands)

 

Record
Extreme’s
new
depreciation
and
amortization

 

Removing
Enterasys’
historical
depreciation
and
amortization

 

Net

 

Record
Extreme’s
new
depreciation
and
amortization

 

Removing
Enterasys’
historical
depreciation
and
amortization

 

Net

 

Cost of revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

4,127

 

$

(91

)

$

4,036

 

$

16,543

 

$

(475

)

$

16,068

 

Services

 

71

 

(76

)

(5

)

247

 

(313

)

(66

)

Research and development

 

291

 

(394

)

(103

)

1,163

 

(1,471

)

(308

)

Sales and Marketing

 

37

 

(40

)

(3

)

147

 

(186

)

(39

)

General and administrative

 

531

 

(757

)

(226

)

2,126

 

(2,689

)

(563

)

Amortization of purchased intangibles

 

5,667

 

(2,005

)

3,662

 

22,667

 

(8,021

)

14,646

 

 

I.                Pro forma adjustment to record the estimated stock-based compensation expense, net of estimated forfeitures, related to the unearned portion of Enterasys stock options and restricted stock units assumed in connection with the acquisition using the straight-line amortization method over the remaining vesting periods.  The estimated value of the stock options and restricted stock units assumed and converted related to the pre-combination period was immaterial and was excluded from the preliminary purchase price.

 

(in thousands)

 

Three months ended
September 30, 2013

 

Year ended
June 30, 2013

 

Cost of revenues

 

 

 

 

 

Product

 

$

113

 

$

454

 

Services

 

193

 

773

 

Research and development

 

835

 

3,338

 

Sales and Marketing

 

998

 

3,992

 

General and administrative

 

214

 

856

 

 

 

$

2,353

 

$

9,413

 

 

J.                Pro forma adjustment to reflect the removal of transaction costs that were incurred by Extreme and Enterasys during the three months ended September 30, 2013. These costs have been excluded since they are considered to non-recurring.

 

K.           The pro forma adjustments to interest expense reflect the removal of Enterasys’ historical interest expense and the addition of interest expense resulting from the new borrowings undertaken to partially finance the acquisition.  Interest expense is calculated using the actual interest rates for the periods presented.

 

8



 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

L.             The pro forma adjustments for the assumed reduction in interest income due to reduced cash and cash equivalent balances as a result of the cash consideration issued as part of the acquisition.

 

(in thousands)

 

Three months ended
September 30, 2013

 

Year ended June 30, 2013

 

 

 

 

 

 

 

Reduction in interest income based on $80 million cash used at an effective weighted-average interest rate of 0.77% for both the three months ended September 30, 2013 and the year ended June 30, 2013, respectively.

 

$

154

 

$

616

 

 

The effective weighted average interest rate was determined based on the actual interest recognized by the Company in its historical financial statements for the periods presented.

 

M.         The pro forma adjustments to deferred tax assets/(liabilities) and income tax expense, as summarized below, are due to the impact on the historical balances and provision for income taxes to reflect the establishment of a valuation allowance on the Enterasys’ deferred tax assets in the Unites States as well as a partial valuation allowance on its deferred tax assets in Brazil. As a result of the transaction, a tax sharing arrangement within the prior U.S. consolidated group was eliminated, therefore a valuation allowance in the U.S. is required as the realizability of the deferred tax assets does not meet the more likely than not threshold as the tax sharing agreement provided the majority of the positive evidence required to establish the deferred tax assets in the U.S. The establishment of the partial valuation allowance in Brazil is due to management’s assessment that as result of the transaction the business operating model of Enterasys Brazil does not support the realizability of all of the net deferred tax assets of the entity therefore only a portion of the deferred tax assets met the more likely than not threshold.

 

The impact of the other pro-forma adjustments to income before tax are estimated to be primarily in taxing jurisdictions where the effective tax rate is zero, therefore no pro forma adjustments to the income tax provision has been made for these items.

 

(in thousands)

 

 

 

Decrease in current deferred income tax assets

 

$

(13,712

)

Decrease in non-current deferred income tax assets

 

(55,282

)

Decrease in current deferred income tax liabilities

 

(1,515

)

Decrease in non-current deferred income tax liabilities

 

(24,390

)

 

 

 

Three months ended
September  30, 2013

 

Year ended June 30,
2013

 

Provision for income taxes

 

$

(591

)

$

2,414

 

 

5.      Pro Forma Net Income per Share

 

The pro forma basic and diluted net income (loss) per share amounts presented in the unaudited pro forma condensed combined statements of operations are based upon the weighted average number of Extreme common shares outstanding and are adjusted for additional stock awards assumed from Enterasys stock award plans pursuant to treasury stock method as if those awards had been assumed and converted as they stood at the acquisition date as of the beginning of each period presented without consideration for any subsequent award activity such as grants, exercises and cancellations for the unaudited pro forma condensed combined statements of operations for the periods presented.  The proforma adjustment to basic shares reflects the estimated shares from the release of the restricted stock units based on the vesting terms of the grants.  The proforma adjustments to the diluted shares reflect the adjustment to the basic shares as well as the exclusion of the diluted impact of Extreme’s outstanding stock options and restricted stock awards as the pro forma adjustments result change Extreme’s

 

9



 

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

income position in a combined loss position.

 

 

 

Weighted-Average Common Shares
Outstanding

 

(in thousands)

 

Three months ended
September 30, 2013

 

Year ended
June 30, 2013

 

Basic weighted average common shares outstanding, as reported

 

94,062

 

93,954

 

Impact of Enterasys restricted stock awards assumed and vesting during the period

 

1,135

 

 

 

 

95,197

 

93,954

 

 

 

 

 

 

 

Diluted weighted-average common shares outstanding, as reported

 

94,062

 

95,044

 

Impact of Enterasys restricted stock awards assumed and vesting during the period

 

1,135

 

 

Exclusion of dilutive effect of Extreme unvested stock options and restricted stock awards due to change to loss position

 

 

(1,090

)

 

 

95,197

 

93,954

 

 

10