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Exhibit 99.1
REMEC, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
The following unaudited pro forma condensed combined balance sheet gives effect
to the acquisition of RF Microsystems, Inc. ("RFM") by REMEC, Inc. ("REMEC" or
the "Company") as of January 31, 1996. The pro forma condensed combined balance
sheet is based on the historical financial statements of RFM and the Company
giving effect to the transaction under the purchase method of accounting and the
assumptions and adjustments in the accompanying notes.
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REMEC, INC
PRO FORMA CONDENSED COMBINED BALANCE SHEET
January 31, 1996
Unaudited, in thousands
January 31, 1996 December 31, 1995 Pro Forma Pro Forma
REMEC RFM Adjustments Combined
----- --- ----------- --------
Cash and short term investments......................... $ 434 $82 $516
Accounts receivable..................................... 4,290 1,168 5,458
Inventories............................................. 11,090 727 11,817
Other current assets.................................... 1,253 44 1,297
-------- ---------- ---------
Total current assets............................... 17,067 2,021 19,088
Property plant and equipment, net....................... 8,578 387 8,965
Intangible and other assets............................. 2,339 160 2,963(a) 5,462
-------- ---------- ---------
Total assets....................................... $27,984 $2,568 $33,515
======== ========== ==========
Short term debt and current portion of
long term debt...................................... $ ---- $629 3,933 (b) $4,562
Accounts payable........................................ 2,947 601 3,548
Accrued expenses........................................ 5,053 235 133 (c) 5,421
Advances from Parent.................................... --- 1,050 (1,050) (d) ----
-------- ---------- ---------
Total current liabilities.......................... 8,000 2,515 13,531
Long term debt, net of current portion.................. 1,900 1,900
Other long term liabilities............................. 1,351 1,351
Total shareholders equity............................... 16,733 53 (53) (d) 16,733
-------- ---------- ----------
Total liabilities and shareholders' equity.. $27,984 $ 2,568 $33,515
======== ========== ==========
See accompanying notes to Pro Forma Condensed Combined Balance Sheet.
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REMEC, INC.
NOTES TO PRO FORMA CONDENSED COMBINED BALANCE SHEET
(Unaudited)
Note A - Acquisition
Effective April 30, 1996, REMEC acquired all of the outstanding
common stock of RFM and certain other assets in exchange for cash consideration
of approximately $4,066,000. The acquisition has been accounted for as a
purchase, and accordingly, the total purchase price has been allocated to the
acquired assets and liabilities assumed at their estimated fair values in
accordance with the provisions of Accounting Principles Board Opinion No. 16.
The estimated excess of the purchase price over the net assets acquired is being
carried as intangible assets, including purchased technology, and will be
amortized over its estimated life of 15 years.
The unaudited pro forma condensed combined balance sheet as of
January 31, 1996 has been prepared to reflect the acquisition of RFM as if it
had occurred on January 31, 1996. The pro forma condensed combined balance sheet
includes only preliminary adjustments relating to the purchase price allocation
of the accounts of RFM and has been adjusted to reflect the following:
(a) To record acquired intangible assets arising in connection with the
acquisition.
(b) To reflect consideration paid to effect the acquisition. The actual source
of funding for the acquisition was funds raised in connection with the
Company's initial public offering which was consummated in February 1996.
(c) To reflect the accrual of certain costs associated with the acquisition.
(d) To eliminate intercompany obligations and equity of RFM that was not
assumed in the acquisition.
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