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EXHIBIT 99.01
SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated financial data should be read in
conjunction with our consolidated financial statements and related notes and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" included elsewhere in this filing. The consolidated financial
statements have been prepared to give retroactive effect to the merger with DII
on April 3, 2000 and the merger with Palo Alto Products International on April
7, 2000, each of which has been accounted for as a pooling-of-interests as
described in Note 2 to the consolidated financial statements. On June 13, 2000,
we filed a current report on Form 8-K which included supplemental consolidated
financial statements as of and for the year ended March 31, 2000, accounting for
the mergers using the pooling-of-interests method of accounting. These
consolidated financial statements become our historical consolidated financial
statements since financial statements covering the date of consummation of the
business combinations have been issued.
The consolidated statement of operations data for each of the years in the
three-year period ended March 31, 2000, and the consolidated balance sheet data
as of March 31, 1999 and 2000, are derived from consolidated financial
statements that have been audited by Arthur Andersen LLP, independent public
accountants, and are included elsewhere in this filing. Historical results are
not necessarily indicative of the results to be expected in the future.
FISCAL YEAR ENDED MARCH 31,
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1996 1997 1998 1999 2000
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(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(unaudited) (unaudited)
CONSOLIDATED STATEMENT OF
OPERATIONS DATA:
Net sales.............................. $1,291,541 $1,435,362 $2,202,451 $3,253,025 $5,739,735
Cost of sales.......................... 1,116,119 1,243,386 1,924,901 2,910,353 5,235,406
Unusual charges........................ 1,254(1) 17,751(2) 8,869(3) 76,155(4) --
---------- ---------- ---------- ---------- ----------
Gross profit......................... 169,576 174,225 268,681 266,517 504,329
Selling, general and administrative.... 83,458 103,463 143,597 179,808 240,274
Goodwill and intangible amortization... 3,777 5,979 8,471 9,165 12,783
Acquired in-process research and
development.......................... 29,000(1) -- -- 2,000(5) --
Merger-related expenses................ -- 4,649(2) 7,415(3) -- 3,523(6)
Interest and other expense, net........ 6,088 11,250 18,538 38,759 44,907
---------- ---------- ---------- ---------- ----------
Income before income taxes and
extraordinary item................. 51,845 48,884 90,660 36,785 202,842
Provision for (benefit from) income
taxes................................ 22,069 11,907 22,081 (12,015) 21,397
---------- ---------- ---------- ---------- ----------
Income before extraordinary item..... 29,776 36,977 68,579 48,800 181,445
Extraordinary loss..................... 708 -- -- -- --
---------- ---------- ---------- ---------- ----------
Net income........................... $ 29,068 $ 36,977 $ 68,579 $ 48,800 $ 181,445
========== ========== ========== ========== ==========
Ratio of earnings to fixed
charges(7)........................... 5.99 3.98 3.57 1.70 3.91
AS OF MARCH 31,
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1996 1997 1998 1999 2000
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(DOLLARS IN THOUSANDS)
(unaudited) (unaudited)
CONSOLIDATED BALANCE SHEET DATA:
Working capital........................ $ 142,868 $ 80,611 $ 321,371 $ 335,360 $1,149,494
Total assets........................... 756,473 905,629 1,487,886 2,149,700 4,325,985
Total long-term debt, excluding current
portion.............................. 134,058 131,811 435,213 554,829 379,604(8)
Shareholders' equity................... 266,229 320,821 501,671 735,970 2,214,073(8)(9)
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(1) In fiscal 1996, we wrote off $29.0 million of in-process research and
development associated with an acquisition and also recorded charges
totaling $1.3 million for costs associated with the closing of some
operations.
(2) In fiscal 1997, we incurred $4.6 million of merger-related expenses
associated with an acquisition and $17.8 million in costs associated with
the closing and sale of certain operations.
(3) In fiscal 1998, we incurred plant closing expenses aggregating $8.9 million
in connection with the closure of a manufacturing facility. We also incurred
$7.4 million of merger-related costs as a result of some acquisitions.
(4) In fiscal 1999, we recorded unusual pre-tax charges of $76.2 million, of
which $70.8 million was primarily non-cash and related to the write-down of
a semiconductor wafer fabrication facility to net realizable value, losses
on sales contracts, incremental amounts of uncollectible accounts
receivable, incremental amounts of sales returns and allowances, inventory
write-downs and other exit costs.
(5) In fiscal 1999, we wrote off $2.0 million of in-process research and
development associated with an acquisition.
(6) In fiscal 2000, we incurred $3.5 million of merger-related costs as a result
of acquisitions.
(7) Earnings are defined as income before provisions for income taxes and fixed
charges. Fixed charges consist of interest expense, amortization of debt
issuance costs and the portion of the rental expenses representative of the
interest expense component.
(8) In fiscal 2000, substantially all of DII's convertible subordinated notes
were converted into approximately 7,406,000 ordinary shares and the
unconverted portion was redeemed for $100,000.
(9) In February 2000, we sold a total of 8,600,000 ordinary shares, resulting in
net proceeds of approximately $494.1 million. In October 1999, we sold a
total of 13,800,000 ordinary shares, resulting in net proceeds of
approximately $448.9 million. In September 1999, DII completed an offering
of 6,900,000 shares of its common stock, resulting in net proceeds of
approximately $215.7 million.