Exhibit 99.5
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The statements contained in this section may be deemed to be forward-looking statements within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act. Forward-looking statements are typically identified by the words “believe,” “expect,” “anticipate,” “intend,” “estimate” and similar expressions. These forward-looking statements are based largely on management’s expectations and are subject to a number of uncertainties. Actual results could differ materially from these forward-looking statements. Neither Avid nor Midiman undertake any obligation to update publicly or revise any forward-looking statements.
On August 20, 2004, Avid completed the acquisition of Midiman, Inc. The unaudited pro forma condensed combined financial information gives effect to this acquisition. For purposes of the statements of operations, the pro forma financial information is presented assuming the acquisition occurred as of January 1, 2003. Avid’s fiscal year end is December 31 and Midiman’s is January 31. Therefore, the pro forma statements of operations herein combine Avid’s statement of operations for the year ended December 31, 2003 with Midiman’s statement of operations for the fiscal year ended January 31, 2004, and Avid’s statement of operations for the six-month period ended June 30, 2004 with Midiman’s statement of operations for the six-month period ended April 30, 2004. For purposes of the balance sheet, the pro forma financial information is presented assuming the acquisition occurred as of June 30, 2004. The pro forma balance sheet included herein combines Avid’s balance sheet as of June 30, 2004 with Midiman’s balance sheet as of April 30, 2004.
Under the purchase method of accounting, the purchase price is allocated to the net tangible and intangible assets of an acquired entity based on their fair values as of the consummation of the acquisition. The determination of these fair values includes Avid management’s consideration of a valuation of Midiman’s intangible assets prepared by an independent valuation specialist. The allocation included in this pro forma financial information was based on the balance sheet of Midiman as of April 30, 2004. The actual purchase accounting allocation will be revised to reflect the net tangible and intangible assets of the acquired entity that exist as of the date of the acquisition.
As consideration for the acquisition, Avid paid $79.7 million in cash and issued 1,974,234 shares of common stock valued at approximately $84.3 million in exchange for all of the outstanding shares of Midiman. Additionally, Avid granted to Midiman employees stock options to purchase up to approximately 345,000 shares of Avid common stock at a weighted average exercise price of $9.21, in exchange for outstanding Midiman options. The market price used to value the Avid shares issued as partial consideration for Midiman and the Avid options issued in exchange for outstanding Midiman options was based on the 5 day average closing price of the stock during the period beginning two days before and ending two days after the date that the terms of the acquisition were agreed to and announced publicly. The following represents a preliminary estimate of the purchase price for accounting purposes for the acquisition of Midiman (dollar amounts are in thousands, except for per share amounts):
Avid average market price per share |
| $ | 42.724 |
|
|
|
|
| |
Avid common shares issued |
| 1,974,234 |
| |
|
|
|
| |
Portion of offer price settled in Avid common shares |
| $ | 84,348 |
|
|
|
|
| |
Cash consideration paid |
| 79,693 |
| |
|
|
|
| |
Fair value of Avid stock options exchanged for outstanding Midiman stock options |
| 12,131 |
| |
|
|
|
| |
Estimated transaction costs of Avid |
| 3,500 |
| |
|
|
|
| |
Total base purchase price |
| $ | 179,672 |
|
The fair value of Avid stock options exchanged for outstanding Midiman options was estimated using the Black-Scholes option-pricing model with the following weighted-average assumptions and results:
Expected dividend yield |
| 0.0 | % | |
Risk-free interest rate |
| 3.0 | % | |
Expected volatility |
| 59.0 | % | |
Expected life (in years) |
| 2.2 |
| |
Weighted average fair value of option |
| $ | 35.14 |
|
The estimated purchase price has been allocated to the acquired tangible and intangible assets and liabilities based on their estimated fair values as of April 30, 2004. Independent valuation specialists assisted management of Avid in determining the fair values of the intangible assets. Recording the identifiable intangible assets results in the establishment of a deferred tax liability of approximately $13.0 million, which is offset by the release in like amount of Avid's valuation allowance on its deferred tax assets. This allocation will be updated to reflect the fair value of the acquired net tangible assets as of the acquisition date (in thousands):
Cash and cash equivalents |
| $ | 5,394 |
|
Accounts receivable |
| 8,858 |
| |
Inventories |
| 11,256 |
| |
Other current assets |
| 1,606 |
| |
Property and equipment |
| 1,421 |
| |
Intangible assets: |
|
|
| |
Customer relationships |
| 27,000 |
| |
Trade name |
| 4,600 |
| |
Non-compete covenant |
| 1,200 |
| |
Developed technology |
| 4,600 |
| |
|
|
|
| |
Total intangible assets |
| 37,400 |
| |
|
|
|
| |
Goodwill |
| 118,414 |
| |
Other non-current assets |
| 108 |
| |
Current liabilities |
| (10,334 | ) | |
Deferred compensation |
| 5,549 |
| |
|
|
|
| |
|
| $ | 179,672 |
|
As part of the purchase agreement, Avid may be required to make additional payments to the former shareholders and option holders of Midiman of up to $45 million, contingent upon the operating results of the business acquired. These payments, if required, will be made through issuance of additional Avid shares, and will be recorded as additional purchase price allocated to goodwill.
In accordance with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets, goodwill resulting from the transaction is not amortized, but will be subject to an impairment test at least annually (more frequently if certain indicators are present). In the event that the goodwill becomes impaired, Avid will incur an impairment charge for the amount of impairment during the period in which the determination is made.
The unaudited pro forma condensed combined financial information should be read in conjunction with the historical consolidated financial statements and accompanying notes of Midiman included in this document, and of Avid included in Avid’s Annual Report on Form 10-K for the year ended December 31, 2003 and Avid’s Quarterly Report on Form 10-Q for the period ended June 30, 2004. The unaudited pro forma condensed combined financial information is not intended to represent or be indicative of the consolidated results of operations or financial condition of Avid that would have been reported had the acquisition of Midiman been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial condition of Avid. For example, going forward, Avid may incur integration related expenses not reflected in the pro forma financial information.
PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
Six Months Ended June 30, 2004
(in thousands, except per share data)
UNAUDITED
|
| Historical |
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| ||||||
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| Avid |
| Midiman |
| Pro Forma |
| Pro Forma |
| ||||
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| ||||
Net revenues |
| $ | 267,260 |
| $ | 32,514 |
|
|
| $ | 299,774 |
| |
Cost of revenues |
| 115,098 |
| 17,824 |
| $ | 529 | (1) | 133,774 |
| |||
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|
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|
| (252) | (2) |
|
| ||||
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|
| 575 | (4) |
|
| ||||
Gross profit |
| 152,162 |
| 14,690 |
| 852 |
| 166,000 |
| ||||
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|
| ||||
Operating expenses: |
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|
| ||||
Research and development |
| 45,216 |
| 2,494 |
| 154 | (16) | 47,864 |
| ||||
Marketing and selling |
| 63,510 |
| 5,628 |
| 236 | (16) | 68,743 |
| ||||
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|
|
| (529 | )(1) |
|
| ||||
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|
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|
|
| (102 | )(1) |
|
| ||||
General and administrative |
| 12,070 |
| 3,564 |
| 529 | (16) | 16,103 |
| ||||
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|
| (60 | )(2) |
|
| ||||
Stock-based compensation |
| — |
| 463 |
| (463 | )(3) | — |
| ||||
Amortization of intangible assets |
| 988 |
| — |
| 1,808 |
| 2,796 |
| ||||
Total operating expenses |
| 121,784 |
| 12,149 |
| 1,573 |
| 135,506 |
| ||||
|
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|
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|
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|
| ||||
Operating income |
| 30,378 |
| 2,541 |
| (2,425 | ) | 30,494 |
| ||||
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|
| ||||
Interest and other income (expense), net |
| 35 |
| 106 |
| (102 | )(1) | (519 | ) | ||||
|
|
|
|
|
| (558 | )(5) |
|
| ||||
Loss on derivative |
|
|
| (18,790 | ) | 18,790 | (6) |
|
| ||||
Income (loss) before income taxes |
| 30,413 |
| (16,143 | ) | 15,705 |
| 29,975 |
| ||||
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| ||||
Provision for income taxes |
| 200 |
| 1,077 |
| (989 | )(7) | 288 |
| ||||
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Net income (loss) |
| $ | 30,213 |
| $ | (17,220 | ) | $ | 16,694 |
| $ | 29,687 |
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Net income per common share - basic |
| $ | 0.96 |
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|
| $ | 0.89 |
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Net income per common share - diluted |
| $ | 0.89 |
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| $ | 0.82 |
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Weighted average common shares outstanding - basic |
| 31,413 |
|
|
| 1,974 | (8) | 33,387 |
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Weighted average common shares outstanding - diluted |
| 33,912 |
|
|
| 2,253 | (8) | 36,165 |
|
See accompanying notes to unaudited pro forma condensed combined financial information.
PRO FORMA CONDENSED COMBINED STATEMENTS OF OPERATIONS
Year Ended December 31, 2003
(in thousands, except per share data)
UNAUDITED
|
| Historical |
|
|
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|
| ||||||
|
| Avid |
| Midiman |
| Pro Forma |
| Pro Forma |
| ||||
|
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|
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|
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|
| ||||
Net revenues |
| $ | 471,912 |
| $ | 51,547 |
|
|
| $ | 523,459 |
| |
Cost of revenues |
| 209,373 |
| 27,992 |
| $ | 812 | (1) | 239,142 |
| |||
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|
| (185) | (2) |
|
| ||||
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|
| 1,150 | (4) |
|
| ||||
Gross profit |
| 262,539 |
| 23,555 |
| 1,777 |
| 284,317 |
| ||||
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|
| ||||
Operating expenses: |
|
|
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|
|
|
|
|
| ||||
Research and development |
| 85,552 |
| 4,468 |
| 568 | (17) | 90,588 |
| ||||
Marketing and selling |
| 109,704 |
| 9,670 |
| 894 | (17) | 119,141 |
| ||||
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|
| ||||
|
|
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|
| (812 | )(1) |
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| ||||
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|
| (315 | )(1) |
|
| ||||
General and administrative |
| 23,208 |
| 5,490 |
| 2,119 | (17) | 30,730 |
| ||||
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|
| (87 | )(2) |
|
| ||||
Restructuring and other costs, net |
| 3,194 |
| — |
|
|
| 3,194 |
| ||||
Stock-based compensation |
| — |
| 345 |
| (345 | )(3) | — |
| ||||
Amortization of intangible assets |
| 1,316 |
| — |
| 3,617 | (4) | 4,933 |
| ||||
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| ||||
Total operating expenses |
| 222,974 |
| 19,973 |
| 5,639 |
| 248,586 |
| ||||
|
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|
|
|
| ||||
Operating income |
| 39,565 |
| 3,582 |
| (7,416 | ) | 35,731 |
| ||||
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|
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|
|
| ||||
Interest and other income, net |
| 1,874 |
| 356 |
| (315 | )(1) | 799 |
| ||||
|
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|
|
| (1,116 | )(5) |
|
| ||||
Loss on derivative |
| — |
| (16,010 | ) | 16,010 | (6) | — |
| ||||
Income (loss) before income taxes |
| 41,439 |
| (12,072 | ) | 7,163 |
| 36,530 |
| ||||
|
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|
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|
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| ||||
Provision for income taxes |
| 550 |
| 1,611 |
| (1,617 | )(7) | 544 |
| ||||
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| ||||
Net income (loss) |
| $ | 40,889 |
| $ | (13,683 | ) | $ | 8,780 |
| $ | 35,986 |
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| ||||
Net income per common share - basic |
| $ | 1.40 |
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| $ | 1.15 |
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Net income per common share - diluted |
| $ | 1.25 |
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| $ | 1.03 |
| ||
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| ||||
Weighted average common shares outstanding - basic |
| 29,192 |
|
|
| 1,974 | (8) | 31,166 |
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| ||||
Weighted average common shares outstanding - diluted |
| 32,653 |
|
|
| 2,235 | (8) | 34,888 |
|
See accompanying notes to unaudited pro forma condensed combined financial information.
PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of June 30, 2004
(in thousands)
UNAUDITED
|
| Avid |
| Midiman |
| Pro Forma |
| Pro Forma |
| ||||
ASSETS: |
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| ||||
Current assets: |
|
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| ||||
Cash and marketable securities |
| $ | 190,697 |
| $ | 5,394 |
| $ | (83,193 | )(9) | $ | 112,898 |
|
Accounts receivable, net of allowances |
| 78,702 |
| 8,858 |
|
|
| 87,560 |
| ||||
Inventories |
| 34,475 |
| 11,256 |
|
|
| 45,731 |
| ||||
Prepaid and other current assets |
| 13,922 |
| 1,606 |
|
|
| 15,528 |
| ||||
Total current assets |
| 317,796 |
| 27,114 |
| (83,193 | ) | 261,717 |
| ||||
|
|
|
|
|
|
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|
| ||||
Property and equipment, net |
| 24,441 |
| 1,421 |
|
|
| 25,862 |
| ||||
Deferred tax assets, net |
| 2,557 |
| — |
|
|
| 2,557 |
| ||||
Acquisition-related intangible assets, net |
| 8,032 |
| 1,601 |
| 37,400 | (10) | 45,432 |
| ||||
|
|
|
|
|
| (1,601 | )(11) |
|
| ||||
Goodwill |
| 41,687 |
| 2,339 |
| 118,414 | (10) | 160,101 |
| ||||
|
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|
|
|
| (2,339 | )(11) |
|
| ||||
Other assets |
| 3,330 |
| 108 |
|
|
| 3,438 |
| ||||
Total assets |
| $ | 397,843 |
| $ | 32,583 |
| $ | 68,681 |
| $ | 499,107 |
|
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LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT): |
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Current liabilities: |
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| ||||
Accounts payable |
| $ | 19,953 |
| $ | 6,004 |
|
|
|
| $ | 25,957 |
|
Accrued expenses and other current liabilities |
| 46,593 |
| 2,759 |
|
|
| 49,352 |
| ||||
Income taxes payable |
| 8,904 |
| 1,571 |
|
|
| 10,475 |
| ||||
Deferred revenues |
| 54,546 |
| — |
|
|
| 54,546 |
| ||||
Total current liabilities |
| 129,996 |
| 10,334 |
| — |
| 140,330 |
| ||||
|
|
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|
|
|
|
|
| ||||
Other long term liabilities, less current portion |
| 351 |
| 843 |
| (843 | )(17) | 351 |
| ||||
Total liabilities |
| 130,347 |
| 11,177 |
| (843 | ) | 140,681 |
| ||||
Conversion right and put option |
| — |
| 36,750 |
| (36,750 | )(12) | — |
| ||||
|
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| ||||
Redeemable convertible preferred stock |
| — |
| 8,322 |
| (8,322 | )(13) | — |
| ||||
|
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| ||||
Common stock |
| 318 |
| 1,795 |
| 20 | (14) | 338 |
| ||||
|
|
|
|
|
| (1,795 | )(13) |
|
| ||||
Additional paid-in capital |
| 431,814 |
| 4,699 |
| 91,760 | (14) | 528,273 |
| ||||
Accumulated deficit |
| (164,262 | ) | (26,775 | ) | 26,775 | (13) | (164,262 | ) | ||||
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| ||||
Deferred compensation |
| (4 | ) | (4,103 | ) | 4,103 | (13) | (5,553 | ) | ||||
|
|
|
|
|
| (5,549 | )(15) |
|
| ||||
Accumulated other comprehensive income (loss) |
| (370 | ) | 718 |
| (718 | )(13) | (370 | ) | ||||
|
|
|
|
|
|
|
|
|
| ||||
Total stockholders’ equity (deficit) |
| 267,496 |
| (23,666 | ) | 114,596 |
| 358,426 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Total liabilities and stockholders’ equity (deficit) |
| $ | 397,843 |
| $ | 32,583 |
| $ | 68,681 |
| $ | 499,107 |
|
See accompanying notes to unaudited pro forma condensed combined financial information.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
On August 20, 2004, Avid completed the acquisition of Midiman. For purposes of the statements of operations, the pro forma financial information is presented assuming the acquisition occurred as of January 1, 2003. Avid’s fiscal year end is December 31 and Midiman’s is January 31. Therefore, the pro forma statements of operations herein combine Avid’s statement of operations for the year ended December 31, 2003 with Midiman’s statement of operations for the year ended January 31, 2004, and Avid’s statement of operations for the six-month period ended June 30, 2004 with Midiman’s statement of operations for the six-month period ended April 30, 2004. For purposes of the balance sheet, the pro forma financial information is presented assuming the acquisition occurred as of June 30, 2004. The pro forma balance sheet included herein combines Avid’s balance sheet as of June 30, 2004 with Midiman’s balance sheet as of April 30, 2004.
(1) Represents reclassifications to conform Midiman’s accounting and reporting policies to Avid’s accounting and reporting policies.
(2) Represents the reversal of intangible amortization expense resulting from acquisitions consummated previously by Midiman.
(3) Represents the reversal of stock compensation expense relating to stock options issued by Midiman.
(4) Represents the amortization of intangible assets established as part of the purchase price allocation in connection with the acquisition of Midiman. Intangible assets are being amortized based on management’s current best approximation of the pattern in which the economic benefits of the intangible assets are consumed over the following number of years. Management will periodically review the determination.
Customer relationships |
| 12 years |
Trade name |
| 6 years |
Non-competition agreements |
| 2 years |
Developed technology |
| 4 years |
(5) Represents the reduction in investment income resulting from the reduced cash balance after payments to effect the acquisition of Midiman.
(6) Represents the reversal of a loss associated with a put arrangement on preferred shares of Midiman, since the equity structure of Midiman has been replaced by the acquisition.
(7) Adjusts the effective tax rate to that expected for the combined company.
(8) The unaudited pro forma condensed combined financial information gives effect to the issuance of Avid stock, based upon an exchange ratio of 0.22202 of a share of Avid stock for each share of Midiman common stock, including Midiman’s preferred stock on an as-if converted basis and a common stock warrant on an as-if exercised basis. The average market price per share of Avid common stock of $42.72 was based on the 5 day average closing price of the stock during the period beginning two days before and ending two days after the date that the terms of the acquisition were agreed to and announced.
(9) Represents the cash portion of consideration paid by Avid to acquire Midiman, including transaction costs estimated at $3.5 million.
(10) Represents the fair value of the intangible assets acquired and the goodwill resulting from the purchase accounting.
(11) Represent the reversal of Midiman’s goodwill and other intangible assets recorded in connection with previous acquisitions, which are inherently comprehended in the current fair values of intangible assets recorded in connection with Avid’s acquisition of Midiman.
(12) Represents the elimination of a conversion right and put option associated with Midiman’s preferred stock prior to the acquisition, since the equity structure of Midiman has been replaced by the acquisition.
(13) Represents the elimination of Midiman’s historical redeemable preferred stock and equity accounts.
(14) Represents the issuance of Avid common stock as consideration in the acquisition.
(15) Represents deferred stock compensation associated with the intrinsic value of unvested stock options exchanged in the transaction. The amount of deferred compensation was based on the portion of the intrinsic value of the Avid stock options issued that relates to the future vesting period.
(16) Represents the amortization of deferred stock compensation expense for unvested stock options exchanged in the acquisition of Midiman by Avid. The deferred compensation is being amortized over the remaining vesting period of the assumed options. The amortization expense has been recorded in the expense category associated with the departmental classification of the grantee.
(17) Represents the reversal of previously recorded deferred tax liabilities of Midiman based upon the offsetting effects of Avid's deferred tax assets.