Exhibit 99.2
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 Pinnacle undertake any obligation to update publicly or revise any forward-looking statements.
On August 9, 2005, Avid completed the acquisition of Pinnacle Systems, 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, 2004. Avid’s fiscal year end is December 31 and Pinnacle’s is June 30. Therefore, the pro forma statements of operations herein combine Avid’s statement of operations for the year ended December 31, 2004 with Pinnacle’s statement of operations for the twelve-month period ended December 31, 2004, and Avid’s statement of operations for the six-month period ended June 30, 2005 with Pinnacle’s statement of operations for the six-month period ended March 31, 2005. The unaudited pro forma condensed combined statement of operations for the twelve-month period ended December 31, 2004 also gives effect to the acquisition by Avid of M-Audio completed in August 2004 as though Avid had acquired M-Audio on January 1, 2004. For purposes of the balance sheet, the pro forma financial information is presented assuming the acquisition of Pinnacle occurred as of June 30, 2005. The pro forma balance sheet included herein combines Avid’s balance sheet as of June 30, 2005 with Pinnacle’s balance sheet as of March 31, 2005.
As consideration for the acquisition, Avid paid $72.1 million in cash and issued 6.2 million shares of common stock valued at approximately $362.9 million in exchange for all of the outstanding shares of Pinnacle. Under the terms of the agreement, Pinnacle common shareholders received 0.0869 of a share of Avid common stock plus $1.00 in cash for each share of Pinnacle common stock outstanding at the closing of the transaction. The market price used to value the Avid shares issued as partial consideration for Pinnacle was based upon a price of $58.09 per share of Avid common stock, which represents the 5 day average closing price of the stock during the period beginning two days before and ending two days after the merger announcement date of March 21, 2005.
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 Pinnacle’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 Pinnacle as of March 31, 2005. 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. A summary of the purchase price allocation is as follows (in thousands):
Purchase consideration: |
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|
| ||
Value of Avid shares issued |
| $ | 362,862 |
| |
Cash consideration |
| 72,054 |
| ||
Transaction costs |
| 6,046 |
| ||
Total purchase consideration |
| $ | 440,962 |
| |
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Allocation of the purchase consideration as of March 31, 2005: |
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Fair value of net tangible assets acquired |
| $ | 116,507 |
| |
Identifiable intangible assets |
| 90,800 |
| ||
In-process research and development |
| 32,300 |
| ||
Goodwill |
| 201,355 |
| ||
|
| $ | 440,962 |
| |
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 Pinnacle incorporated by reference into this document, and of Avid included in Avid’s Annual Report on Form 10-K for the year ended December 31, 2004 and Avid’s Quarterly Report on Form 10-Q for the period ended June 30, 2005. 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 Pinnacle 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. No effect has been given in these pro forma financial statements for synergistic benefits that may be realized through the combination of the two companies or costs that may be incurred in integrating their operations.
Unaudited Pro Forma Condensed Combined Statement of Operations
for the Six Months Ended June 30, 2005
(in thousands, except per share data)
|
| Avid |
| Pinnacle |
| Pro Forma |
| Avid Pro |
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Net revenues |
| $ | 326,052 |
| $ | 151,366 |
| $ | (774 | )(2) | $ | 476,644 |
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Cost of revenues |
| 142,801 |
| 82,096 |
| (583 | )(2) | 233,714 |
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| 1,721 | (3) |
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| 7,679 | (4) |
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Gross profit |
| 183,251 |
| 69,270 |
| (9,591 | ) | 242,930 |
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Operating expenses: |
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Research and development |
| 49,588 |
| 15,962 |
| 1,038 | (3) | 66,588 |
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Marketing and selling |
| 79,810 |
| 38,983 |
| 1,542 | (3) | 120,335 |
| ||||
General and administrative |
| 17,258 |
| 13,288 |
| (4,301 | )(3) | 26,245 |
| ||||
Restructuring and other costs, net |
| — |
| 3,162 |
| — |
| 3,162 |
| ||||
Amortization of intangible assets |
| 3,185 |
| 1,695 |
| (1,695 | )(5) | 6,917 |
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| 3,732 | (4) |
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Transaction costs |
| — |
| 2,752 |
| — |
| 2,752 |
| ||||
Impairment of goodwill |
| — |
| 9,447 |
| (9,447 | )(5) | — |
| ||||
Total operating expenses |
| 149,841 |
| 85,289 |
| (9,131 | ) | 225,999 |
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Operating income (loss) |
| 33,410 |
| (16,019 | ) | (460 | ) | 16,931 |
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Interest and other income (expense), net |
| 2,016 |
| 786 |
| (725 | )(6) | 2,077 |
| ||||
Income (loss) from continuing operations before income taxes |
| 35,426 |
| (15,233 | ) | (1,185 | ) | 19,008 |
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Provision for (benefit from) income taxes |
| 2,114 |
| 1,951 |
| — |
| 4,065 |
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Income (loss) from continuing operations |
| $ | 33,312 |
| $ | (17,184 | ) | $ | (1,185 | ) | $ | 14,943 |
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Income (loss) from continuing operations per |
| $ | 0.95 |
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| $ | 0.36 |
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Income (loss) from continuing operations per |
| $ | 0.90 |
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| $ | 0.34 |
| ||
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Wtd avg common shares outstanding - basic |
| 35,083 |
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|
| 6,250 | (14) | 41,333 |
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Wtd avg common shares outstanding - diluted |
| 37,154 |
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| 6,250 | (14) | 43,404 |
|
See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Unaudited Pro Forma Condensed Combined Statement of Operations
for the Twelve Months Ended December 31, 2004
(in thousands, except per share data)
|
| Avid |
| M-Audio |
| Pinnacle |
| Pro Forma |
| Avid Pro |
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Net revenues |
| $ | 589,605 |
| $ | 41,814 |
| $ | 304,323 |
| $ | (2,659 | )(2) | $ | 933,083 |
|
Cost of revenues |
| 255,496 |
| 23,541 |
| 160,564 |
| (2,033 | )(2) | 457,124 |
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| 3,040 | (3) |
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| 15,359 | (4) |
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|
| 709 | (7) |
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| 729 | (8) |
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| (281 | )(9) |
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Gross profit |
| 334,109 |
| 18,273 |
| 143,759 |
| (20,182 | ) | 475,959 |
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Operating expenses: |
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Research and development |
| 94,940 |
| 3,369 |
| 35,625 |
| 1,833 | (3) | 135,871 |
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|
| 104 | (11) |
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Marketing and selling |
| 135,811 |
| 7,804 |
| 84,201 |
| 2,723 | (3) | 230,053 |
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| (921 | )(8) |
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| 435 | (11) |
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General and administrative |
| 29,780 |
| 10,777 |
| 24,400 |
| (7,595 | )(3) | 57,334 |
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| (337 | )(9) |
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| 1,121 | (11) |
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| (812 | )(12) |
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Restructuring and other costs, net |
| — |
| — |
| 6,093 |
| — |
| 6,093 |
| |||||
Amortization of intangible assets |
| 3,641 |
| — |
| 3,539 |
| 7,463 | (4) | 13,450 |
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| (3,539 | )(5) |
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| 2,346 | (7) |
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Impairment of goodwill |
| — |
| — |
| 7,671 |
| (7,671 | )(5) | — |
| |||||
Impairment of intangible assets |
| 1,187 |
| — |
| — |
| — |
| 1,187 |
| |||||
Total operating expenses |
| 265,359 |
| 21,950 |
| 161,529 |
| (4,850 | ) | 443,988 |
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Operating income (loss) |
| 68,750 |
| (3,677 | ) | (17,770 | ) | (15,332 | ) | 31,971 |
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Other income, net |
| 1,339 |
| 224 |
| 1,964 |
| (191 | )(8) | 2,196 |
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| (1,140 | )(6) |
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Loss on derivative |
| — |
| (31,290 | ) | — |
| 31,290 | (13) | — |
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Income (loss) from continuing operations before income taxes |
| 70,089 |
| (34,743 | ) | (15,806 | ) | 14,627 |
| 34,167 |
| |||||
Provision for (benefit from) income taxes |
| (1,612 | ) | 795 |
| 4,810 |
| (669 | )(10) | 3,324 |
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Income (loss) from continuing operations |
| $ | 71,701 |
| $ | (35,538 | ) | $ | (20,616 | ) | $ | 15,296 |
| $ | 30,843 |
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Income (loss) from continuing operations per common share - basic |
| $ | 2.21 |
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| $ | 0.80 |
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Income (loss) from continuing operations per common share - diluted |
| $ | 2.05 |
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| $ | 0.75 |
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Weighted avg common shares outstanding - basic |
| 32,485 |
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| 6,250 | (14) | 38,735 |
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Weighted avg common shares outstanding - diluted |
| 35,003 |
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| 6,250 | (14) | 41,253 |
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See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Unaudited Pro Forma Condensed Combined Balance Sheet
June 30, 2005
(in thousands)
|
| Avid |
| Pinnacle |
| Pro Forma |
| Avid Pro |
| ||||
ASSETS: |
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Current assets: |
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Cash and cash equivalents |
| $ | 123,639 |
| $ | 99,089 |
| $ | (72,054 | )(1) | $ | 138,879 |
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| (11,795 | )(2) |
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Marketable securities |
| 68,914 |
| 34,340 |
| — |
| 103,254 |
| ||||
Accounts receivable, net of allowances |
| 99,132 |
| 30,876 |
| (52 | )(3) | 129,956 |
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Inventories |
| 63,492 |
| 27,876 |
| (191 | )(3) | 88,777 |
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| (2,400 | )(11) |
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Deferred tax assets, net |
| 610 |
| — |
| — |
| 610 |
| ||||
Prepaid expenses |
| 10,444 |
| — |
| — |
| 10,444 |
| ||||
Other current assets |
| 11,598 |
| 5,673 |
| (300 | )(11) | 16,971 |
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Total current assets |
| 377,829 |
| 197,854 |
| (86,792 | ) | 488,891 |
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Property and equipment, net |
| 29,976 |
| 12,945 |
| (500 | )(11) | 42,421 |
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Intangible assets, net |
| 43,139 |
| 6,324 |
| (6,324 | )(4) | 133,939 |
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|
| 90,800 | (5) |
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Goodwill |
| 167,211 |
| 43,440 |
| (43,440 | )(4) | 368,566 |
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| 201,355 | (5) |
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Long term deferred tax asset |
| 4,348 |
| — |
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| 4,348 |
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Other assets |
| 4,286 |
| 7,433 |
| (1,700 | )(11) | 10,019 |
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Total assets |
| $ | 626,789 |
| $ | 267,996 |
| $ | 153,399 |
| $ | 1,048,184 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY: |
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Current liabilities: |
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Accounts payable |
| $ | 28,960 |
| $ | 13,877 |
| $ | (52 | )(3) | $ | 42,785 |
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Accrued compensation and benefits |
| 20,035 |
| — |
| 4,000 | (6) | 24,035 |
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Accrued expenses and other current liabilities |
| 41,338 |
| 37,250 |
| 11,300 | (6) | 89,888 |
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Income taxes payable |
| 10,408 |
| — |
| 300 | (12) | 10,708 |
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Deferred revenues |
| 59,244 |
| 13,736 |
| (500 | )(7) | 72,480 |
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Total current liabilities |
| 159,985 |
| 64,863 |
| 15,048 |
| 239,896 |
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Long term liabilities, less current portion |
| 1,465 |
| 822 |
| 10,100 | (12) | 12,387 |
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Total liabilities |
| 161,450 |
| 65,685 |
| 25,148 |
| 252,283 |
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Stockholders’ equity: |
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Common stock |
| 353 |
| 380,835 |
| (380,835 | )(8) | 415 |
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|
| 62 | (9) |
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Additional paid-in capital |
| 555,766 |
| — |
| 362,800 | (9) | 918,566 |
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Accumulated Deficit |
| (89,463 | ) | (186,892 | ) | (191 | )(3) | (121,763 | ) | ||||
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| 187,083 | (8) |
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| (32,300 | )(10) |
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Deferred Compensation |
| (2,858 | ) | — |
| — |
| (2,858 | ) | ||||
Accumulated other comprehensive income |
| 1,541 |
| 8,368 |
| (8,368 | )(8) | 1,541 |
| ||||
Total stockholders’ equity |
| 465,339 |
| 202,311 |
| 128,251 |
| 795,901 |
| ||||
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Total liabilities and stockholders’ equity |
| $ | 626,789 |
| $ | 267,996 |
| $ | 153,399 |
| $ | 1,048,184 |
|
See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Statements
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
On August 9, 2005, Avid completed the acquisition of Pinnacle Systems, 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, 2004. Avid’s fiscal year end is December 31 and Pinnacle’s is June 30. Therefore, the pro forma statements of operations herein combine Avid’s statement of operations for the year ended December 31, 2004 with Pinnacle’s statement of operations for the twelve-month period ended December 31, 2004, and Avid’s statement of operations for the six-month period ended June 30, 2005 with Pinnacle’s statement of operations for the six-month period ended March 31, 2005. The unaudited pro forma condensed combined statement of operations for the twelve-month period ended December 31, 2004 also gives effect to the acquisition by Avid of M-Audio completed in August 2004 as though Avid had acquired M-Audio on January 1, 2004. For purposes of the balance sheet, the pro forma financial information is presented assuming the acquisition occurred as of June 30, 2005. The pro forma balance sheet included herein combines Avid’s balance sheet as of June 30, 2005 with Pinnacle’s balance sheet as of March 31, 2005.
Footnotes to Pro Forma Condensed Combined Statement of Operations
(1) To include the results of operations of M-Audio from January 1, 2004 through August 20, 2004, the date M-Audio was acquired by Avid. Avid has included the results of operations of M-Audio in Avid’s historical consolidated financial statements from August 20, 2004.
(2) To eliminate the effects of transactions between Avid and Pinnacle.
(3) To allocate pinnacle information technology costs to conform to Avid’s financial statement presentation.
(4) To record the amortization expense for the estimated identifiable intangible assets from the acquisition of Pinnacle by Avid. The estimated identifiable intangible assets and their related estimated useful lives are as follows:
Intangible Asset |
| Estimated |
| Estimated |
| |
|
| (in |
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| |
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| |
Customer Relationships |
| $ | 34,400 |
| 6-7 years |
|
Tradename |
| 15,200 |
| 7 years |
| |
Developed Technology |
| 41,200 |
| 2-3 years |
| |
Total intangible assets |
| $ | 90,800 |
|
|
|
(5) To reverse amortization of intangible assets and impairment of goodwill resulting from acquisitions previously consummated by Pinnacle.
(6) To record the reduction in interest income resulting from the reduced cash balance after payments to effect the acquisition of Pinnacle.
(7) To record the amortization expense for the estimated identifiable intangible assets from the acquisition of M-Audio by Avid. The estimated identifiable intangible assets and their related estimated useful lives are as follows:
Intangible Asset |
| Estimated |
| Estimated |
| |
|
| (in |
|
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| |
|
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| |
Customer Relationships |
| $ | 28,000 |
| 12 years |
|
Tradename |
| 4,700 |
| 6 years |
| |
Non-competition agreements |
| 1,200 |
| 2 years |
| |
Technology-based assets |
| 4,500 |
| 4 years |
| |
Total intangible assets |
| $ | 38,400 |
|
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|
(8) Certain M-Audio amounts have been reclassified to conform to Avid’s financial statement presentation.
(9) To reverse amortization of intangible assets resulting from acquisitions previously consummated by M-Audio.
(10) To adjust the total tax provision to reflect the estimated effective tax rate of the combined company.
(11) To record the additional amortization of deferred stock compensation expense for unvested stock options exchanged in the acquisition of M-Audio by Avid, assuming the acquisition of M-Audio by Avid occurred on January 1, 2004. 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.
(12) To reverse stock compensation expense relating to stock options issued by M-Audio.
(13) To reverse the loss associated with a put-arrangement on the preferred shares of M-Audio, since the equity structure of M-Audio has been replaced by the acquisition of M-Audio by Avid.
(14) The pro forma weighted average common shares outstanding are calculated as follows:
|
| Twelve Months |
| Six Months |
|
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| (in |
| (in |
|
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|
Weighted average common shares outstanding—basic |
|
|
|
|
|
Historical Avid weighted common shares outstanding—basic |
| 32,485 |
| 35,083 |
|
Shares issued for Pinnacle acquisition |
| 6,250 |
| 6,250 |
|
Pro forma weighted common shares outstanding—basic |
| 38,735 |
| 41,333 |
|
|
|
|
|
|
|
Weighted average common shares outstanding—diluted |
|
|
|
|
|
Historical Avid weighted common shares outstanding—diluted |
| 35,003 |
| 37,154 |
|
Shares issued for Pinnacle acquisition |
| 6,250 |
| 6,250 |
|
Pro forma weighted common shares outstanding—diluted |
| 41,253 |
| 43,404 |
|
Note that Pinnacle’s historical weighted average common shares outstanding as of March 31, 2005 and December 31, 2004 of 69,730,000 and 68,840,000, respectively, were cancelled upon consummation of the merger.
Footnotes to Pro Forma Condensed Combined Balance Sheet
(1) To record Avid’s cash consideration for the acquisition of Pinnacle.
(2) To reduce cash for Avid and Pinnacle’s estimated transaction costs.
(3) To eliminate the effects of transactions between Avid and Pinnacle.
(4) To reverse goodwill and other intangible assets from acquisitions previously consummated by Pinnacle.
(5) To record the estimated identifiable intangible assets and goodwill from the acquisition of Pinnacle.
(6) To record the estimated liability associated with severance agreements and lease or other contract terminations, and to adjust the accruals to fair market value.
(7) To adjust deferred revenue to the fair value associated with Pinnacle’s performance obligations assumed by Avid.
(8) To reverse Pinnacle historical equity balances.
(9) To record Avid’s equity consideration for the acquisition of Pinnacle.
(10) To reflect the estimated fair value of in-process research and development. Because this expense is directly attributable to the acquisition of Pinnacle and will not have a continuing impact, it is not reflected in the pro forma condensed combined statement of operations. However, this item will be recorded as an expense in the third fiscal quarter.
(11) To adjust inventory, property and equipment and other assets to fair market value.
(12) To adjust income taxes payable to fair market value, record deferred tax assets and liabilities for the tax effect of book and tax basis differences attributable to the fair value adjustments and record a deferred tax liability of $7.2 million associated with non-deductible identifiable intangible assets.