MACOM Technology Solutions (MTSI) 8-K MACOM Completes Divestiture of Automotive Business

Exhibit 99.2

M/A-COM Technology Solutions Holdings, Inc.

Introduction to the Pro Forma Condensed Combined Consolidated Financial Statements

(Unaudited)

On August 17, 2015, M/A-COM Technology Solutions Holdings, Inc. (the “Company”) completed its previously announced divestiture of its automotive module business (the “Auto Business”) pursuant to the Stock Purchase Agreement (the “Purchase Agreement”) among the Company, Autoliv ASP Inc. (“Autoliv”), M/A-COM Technology Solutions Inc., a wholly-owned subsidiary of the Company (“MACOM Solutions”), and RoadScape Automotive, Inc., formerly known as M/A-COM Auto Solutions Inc., a wholly-owned subsidiary of MACOM Solutions (“RoadScape”). Pursuant to the Purchase Agreement, the Company sold all of the issued and outstanding shares of capital stock of RoadScape to Autoliv for $100 million in cash, subject to customary working capital and other adjustments, plus up to an additional $30 million in cash in the form of an earn-out payment based on the achievement of certain revenue- and customer order-based targets through September 30, 2019.

The accompanying unaudited pro forma consolidated statement of operations and comprehensive income (loss) for nine months ended July 3, 2015, and the years ended October 3, 2014, September 27, 2013, and September 28, 2012 give effect to the disposition of certain assets and liabilities of the automotive business of the Company as if the sale had been consummated at the beginning of each period presented. The accompanying unaudited pro forma condensed consolidated balance sheet as of July 3, 2015 gives effect to the disposition of certain assets and liabilities of the Company as if it had been consummated as of July 3, 2015.

The historical financial information on which the pro forma financial statements are based is included in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2015 and the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 9, 2014. The pro forma consolidated financial statements and the notes thereto should be read in conjunction with these historical consolidated financial statements.

The unaudited pro forma consolidated financial statements are presented for illustrative purposes only and are subject to a number of assumptions that may not be indicative of the results of operations that would have occurred had the disposition been completed at the dates indicated or what the results will be for any future periods. The unaudited pro forma consolidated statements of operations and comprehensive income (loss) do not include transaction costs or the gain that the Company expects to recognize on the sale of certain assets and liabilities. The pro forma adjustments are preliminary, subject to further revision as additional information becomes available and additional analysis are performed, and have been made solely for the purpose of providing unaudited pro forma condensed financial statements. Differences between these preliminary estimates and the final divestiture accounting may occur and these differences could have a material effect on the accompanying unaudited pro forma condensed financial statements and the Company’s future financial position and results of operations.

M/A-COM Technology Solutions Holdings, Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of July 3, 2015

(in thousands)

	As Reported			Pro Forma Adjustments			Notes	Pro Forma as Adjusted
ASSETS
Current assets
Cash and cash equivalents	$	80,687		$	79,692		(A)	$	160,379
Accounts receivable, net		89,714			(12,646	)	(C)		77,068
Inventories		84,373			(2,216	)	(C)		82,157
Prepaid expenses and other		18,423			—				18,423
Deferred income taxes		35,957			—				35,957
Total current assets		309,154			64,830				373,984
Property, plant and equipment, net		80,167			(141	)	(C)		80,026
Goodwill		98,799			—				98,799
Intangible assets, net		252,496			—				252,496
Deferred income taxes		49,851			—				49,851
Assets held for sale		—			—				—
Other assets		16,247			17,250		(B)		33,497
Total assets	$	806,714		$	81,939			$	888,653
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of lease	$	554		$	—			$	554
Current portion of long-term debt		3,500			—				3,500
Accounts payable		27,594			(5,442	)	(C)		22,152
Accrued liabilities		32,498			(660	)	(C)		31,838
Deferred revenue		336			—				336
Income taxes payable		1,172			31,959		(D)		33,131
Total current liabilities		65,654			25,857				91,511
Lease payable, less current portion		608			—				608
Long-term debt		340,813			—				340,813
Warrant liability		31,472			—				31,472
Deferred income taxes		—			—				—
Other long-term liabilities		7,365			—				7,365
Total liabilities		445,912			25,857				471,769
Stockholders’ equity:
Common stock		53			—				53
Additional paid-in capital		516,597			—				516,597
Treasury stock		(330	)		—				(330	)
Accumulated deficit		(153,328	)		56,082		(E)		(97,246	)
Accumulated other comprehensive loss		(2,190	)						(2,190	)
Total stockholders’ equity		360,802			56,082				416,884
Total liabilities and stockholders’ equity	$	806,714		$	81,939			$	888,653

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

M/A-COM Technology Solutions Holdings, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Nine Months Ended July 3, 2015

(in thousands, except per share amounts)

	As Reported			Pro Forma Adjustments			Notes	Pro Forma as Adjusted
Revenue		370,412			(62,367	)	(F)		308,045
Cost of revenue		202,420			(41,004	)	(F)		161,416
Gross profit		167,992			(21,363	)			146,629
Operating expenses:
Research and development		62,146			(1,960	)	(F)		60,186
Selling, general and administrative		82,254			(2,187	)	(F)		80,067
Restructuring charges		971			—				971
Total operating expenses		145,371			(4,147	)			141,224
Income (loss) from operations		22,621			(17,216	)			5,405
Other income (expense):
Warrant liability expense		(15,671	)		—				(15,671	)
Interest expense		(13,951	)		—				(13,951	)
Other income		2,774			(4,000	)	(F)		(1,226	)
Total other expense		(26,848	)		(4,000	)			(30,848	)
Loss before income taxes		(4,227	)		(21,216	)			(25,443	)
Income tax provision (benefit)		1,589			(7,701	)	(F)		(6,112	)
Loss from continuing operations	$	(5,816	)	$	(13,515	)		$	(19,331	)
Loss from continuing operations - basic	$	(0.12	)	$	(0.27	)		$	(0.38	)
Loss from continuing operations - diluted	$	(0.12	)	$	(0.27	)		$	(0.38	)
Shares used:
Basic		50,433			50,433				50,433
Diluted		50,433			50,433				50,433

See accompanying notes to unaudited condensed consolidated financial statements.

M/A-COM Technology Solutions Holdings, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Fiscal Year Ended October 3, 2014

(in thousands, except per share amounts)

	As Reported			Pro Forma Adjustments			Notes	Pro Forma as Adjusted
Revenue		418,662			(79,473	)	(F)		339,189
Cost of revenue		249,674			(51,425	)	(F)		198,249
Gross profit		168,988			(28,048	)			140,940
Operating expenses:
Research and development		73,685			(2,334	)	(F)		71,351
Selling, general and administrative		86,179			(3,586	)	(F)		82,593
Restructuring charges		14,823			—				14,823
Total operating expenses		174,687			(5,920	)			168,767
Loss from operations		(5,699	)		(22,128	)			(27,827	)
Other income (expense):
Warrant liability expense		(3,928	)		—				(3,928	)
Interest expense		(12,362	)		—				(12,362	)
Other income		3,217			—				3,217
Total other expense		(13,073	)		—				(13,073	)
Loss before income taxes		(18,772	)		(22,128	)			(40,900	)
Income tax benefit		(8,054	)		(8,032	)	(F)		(16,086	)
Loss from continuing operations	$	(10,718	)	$	(14,096	)		$	(24,814	)
Loss from continuing operations - basic	$	(0.23	)	$	(0.30	)		$	(0.53	)
Loss from continuing operations - diluted	$	(0.23	)	$	(0.30	)		$	(0.53	)
Shares used:
Basic		47,009			47,009				47,009
Diluted		47,009			47,009				47,009

See accompanying notes to unaudited condensed consolidated financial statements.

M/A-COM Technology Solutions Holdings, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Fiscal Year Ended September 27, 2013

(in thousands, except per share amounts)

	As Reported			Pro Forma Adjustments			Notes	Pro Forma as Adjusted
Revenue		323,071			(80,368	)	(F)		242,703
Cost of revenue		186,658			(53,153	)	(F)		133,505
Gross profit		136,413			(27,215	)			109,198
Operating expenses:
Research and development		44,588			(2,083	)	(F)		42,505
Selling, general and administrative		52,004			(747	)	(F)		51,257
Litigation settlement		7,250			—				7,250
Contingent consideration		(577	)		—				(577	)
Restructuring charges		1,060			—				1,060
Total operating expenses		104,325			(2,830	)			101,495
Income (loss) from operations		32,088			(24,385	)			7,703
Other income (expense):
Warrant liability gain		(4,312	)		—				(4,312	)
Interest expense		(817	)		—				(817	)
Other income		372			—				372
Total other expense		(4,757	)		—				(4,757	)
Income (loss) before income taxes		27,331			(24,385	)			2,946
Income tax provision (benefit)		9,135			(8,852	)	(F)		283
Income (loss) from continuing operations	$	18,196		$	(15,533	)		$	2,663
Income (loss) from continuing operations - basic	$	0.40		$	(0.34	)		$	0.06
Income (loss) from continuing operations - diluted	$	0.39		$	(0.33	)		$	0.06
Shares used:
Basic		45,916			45,916				45,916
Diluted		47,137			47,137				47,137

See accompanying notes to unaudited condensed consolidated financial statements.

M/A-COM Technology Solutions Holdings, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Fiscal Year Ended September 28, 2012

(in thousands, except per share amounts)

	As Reported			Pro Forma Adjustments			Notes	Pro Forma as Adjusted
Revenue		303,336			(47,792	)	(F)		255,544
Cost of revenue		169,213			(34,387	)	(F)		134,826
Gross profit		134,123			(13,405	)			120,718
Operating expenses:
Research and development		36,752			(1,849	)	(F)		34,903
Selling, general and administrative		45,688			(531	)	(F)		45,157
Contingent consideration		(3,922	)		—				(3,922	)
Restructuring charges		1,862			—				1,862
Total operating expenses		80,380			(2,380	)			78,000
Income (loss) from operations		53,743			(11,025	)			42,718
Other income (expense):
Warrant liability (expense) gain		3,175			—				3,175
Class B conversion liability expense		(44,119	)		—				(44,119	)
Interest expense		(695	)		—				(695	)
Other income		185			—				185
Total other expense		(41,454	)		—				(41,454	)
Income (loss) before income taxes		12,289			(11,025	)			1,264
Income tax provision (benefit)		15,953			(4,123	)	(F)		11,830
Accretion to redemption value of redeemable preferred stock and participating stock dividends		(2,616	)		—				(2,616	)
Loss from continuing operations	$	(6,280	)	$	(6,902	)		$	(13,182	)
Loss from continuing operations - basic	$	(0.25	)	$	(0.28	)		$	(0.53	)
Loss from continuing operations - diluted	$	(0.25	)	$	(0.28	)		$	(0.53	)
Shares used:
Basic		24,758			24,758				24,758
Diluted		24,758			24,758				24,758

See accompanying notes to unaudited condensed consolidated financial statements.

M/A-COM Technology Solutions Holdings, Inc.

Notes to the Pro Forma Condensed Consolidated Financial Statements

(Unaudited)

(Amounts in thousands)

1. Basis of Presentation

The preparation of the unaudited pro forma condensed consolidated financial information is based on financial statements prepared in accordance with accounting principles generally accepted in the United States of America. The pro forma adjustments reflected in the accompanying unaudited pro forma consolidated financial information reflect estimates and assumptions that the Company’s management believes to be reasonable. Actual results may differ from those estimates. Pro forma adjustments related to the unaudited pro forma financial information presented below assume the sale of the certain assets and liabilities of the Company’s automotive business was consummated on the date of the most recent period presented for the consolidated balance and at the beginning of the fiscal year presented for the consolidated statement of operations and comprehensive income (loss). The financial statements include adjustments which give effect to events that are (i) directly attributable to the sale, (ii) expected to have a continuing impact on the Company, and (iii) factually supportable. In addition, the consolidated balance sheet includes adjustments that are nonrecurring, such as transaction costs and the after-tax gain on the transaction.

The historical financial information on which the pro forma financial statements are based is included in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2015 and the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on December 9, 2014. The pro forma consolidated financial statements and the notes thereto should be read in conjunction with these historical consolidated financial statements.

2. Unaudited Pro Forma Condensed Consolidated Balance Sheet

The unaudited pro forma condensed consolidated balance sheet at July 3, 2015 reflects the following pro forma adjustments:

(A) Reflects the pro forma impact of the receipt of cash proceeds from the sale (net of the indemnification holdback) equal to $82,000 plus $64 related to the working capital adjustment less $2,372 of estimated selling and transaction expenses.

(B) Reflects the receivable for the $18,000 indemnification holdback, less $750 of other assets sold.

(C) Adjustment to reflect the assets and liabilities sold.

(D) Represents the estimated income taxes payable assuming a combined federal/state income tax rate of 36.3%.

(E) Reflects the estimated after-tax impact of the above pro forma items.

3. Unaudited Pro Forma Condensed Consolidated Statements of Operations and Comprehensive Loss

The unaudited pro forma condensed consolidated statements of operations and comprehensive income (loss) for the nine months ended July 3, 2015 and the years ended October 3, 2014, September 27, 2013, and September 28, 2012 reflect the following pro forma adjustments:

(F) Amount eliminates the revenues, cost of goods sold, operating expenses and income taxes related to the automotive business.