<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
to
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 31, 1997
FSC SEMICONDUCTOR CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 333-26897 04-3363001
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
</TABLE>
333 Western Avenue, Mail Stop 01-00
South Portland, Maine 04106
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (207) 775-8100
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
On January 13, 1998, FSC Semiconductor Corporation ("FSC") filed with the
Securities and Exchange Commission a Current Report on Form 8-K with respect
to the acquisition of Raytheon Semiconductor, Inc. on December 31, 1997 by
Fairchild Semiconductor Corporation, a wholly-owned subsidiary of FSC. This
amendment is being filed for the purpose of including financial statements
and pro forma financial information and should be read in conjunction with
the Form 8-K.
a) Financial Statements of Business Acquired
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Independent Auditors' Report............................ 3
Balance Sheet as of December 31, 1997................... 4
Statement of Income for the Year Ended December 31,
1997................................................. 5
Statement of Stockholder's Equity for the Year Ended
December 31, 1997.................................... 6
Statement of Cash Flows for the Year Ended December 31,
1997................................................. 7
Notes to Financial Statements........................... 8
b) Pro Forma Financial Information
Introduction to Unaudited Pro Forma Consolidated
Financial Statements................................. 16
Notes to Unaudited Pro Forma Consolidated Financial
Statements........................................... 17
Unaudited Pro Forma Consolidated Statement of Operations
for the Year Ended May 25, 1997...................... 19
Unaudited Pro Forma Consolidated Statement of Operations
for the Six-Month Period Ended November 23, 1997..... 20
Unaudited Pro Forma Consolidated Balance Sheet as of
November 23, 1997.................................... 21
c) Exhibits
23.1 Consent of KPMG Peat Marwick LLP
</TABLE>
2
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholder
Raytheon Semiconductor, Inc:
We have audited the accompanying balance sheet of Raytheon Semiconductor,
Inc. (a wholly owned subsidiary of Thornwood Trust) (the Company) as of
December 31, 1997, and the related statements of income, stockholder's
equity, and cash flows for the year then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Raytheon Semiconductor, Inc.
as of December 31, 1997, and the results of its operations and its cash flows
for the year then ended in conformity with generally accepted accounting
principles.
KPMG Peat Marwick LLP
Mountain View, California
February 27, 1998
3
<PAGE>
RAYTHEON SEMICONDUCTOR, INC.
(A Wholly Owned Subsidiary of Thornwood Trust)
Balance Sheet
December 31, 1997
(In thousands, except share and per share data)
<TABLE>
<S> <C>
ASSETS
Current assets:
Cash.............................................................................. $ 186
Accounts receivable, net of allowances of $2,073.................................. 11,414
Inventories....................................................................... 18,125
Prepaid expenses and other........................................................ 262
---------
Total current assets........................................................... 29,987
Property, plant, and equipment, net................................................ 21,532
---------
Total assets................................................................... $ 51,519
=========
LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
Accounts payable.................................................................. $ 3,711
Accrued compensation.............................................................. 2,575
Accrued liabilities............................................................... 1,062
---------
Total current liabilities...................................................... 7,348
Commitments and contingencies
Stockholder's equity
Common stock, $0.01 par value; 2,500 authorized, issued, and outstanding.......... --
Additional paid-in-capital........................................................ 44,171
---------
Total liabilities and stockholder's equity......................................... $ 51,519
=========
</TABLE>
See accompanying notes to financial statements.
4
<PAGE>
RAYTHEON SEMICONDUCTOR, INC.
(A Wholly Owned Subsidiary of Thornwood Trust)
Statement of Income
Year ended December 31, 1997
(In thousands)
<TABLE>
<S> <C>
Net sales.......................................................................... $ 78,369
Cost of sales...................................................................... 44,815
---------
Gross profit................................................................... 33,554
---------
Operating expenses:
Research and development......................................................... 12,128
Selling, general, and administrative............................................. 10,064
---------
Total operating expenses....................................................... 22,192
---------
Operating income............................................................... 11,362
Other expense...................................................................... 88
---------
Income before income taxes..................................................... 11,274
Provision for income tax expense................................................... 4,395
---------
Net income..................................................................... $ 6,879
=========
</TABLE>
See accompanying notes to financial statements.
5
<PAGE>
RAYTHEON SEMICONDUCTOR, INC.
(A Wholly Owned Subsidiary of Thornwood Trust)
Statement of Stockholder's Equity
Year ended December 31, 1997
(In thousands, except share data)
<TABLE>
<CAPTION>
PARENT COMMON STOCK ADDITIONAL TOTAL
COMPANY ------------------------ PAID-IN- STOCKHOLDER'S
INVESTMENT SHARES AMOUNT CAPITAL EQUITY
----------- ----------- ----------- ----------- ------------
<S> <C> <C> <C> <C> <C>
Balances at beginning of year........................... $ 54,874 -- $ -- $ -- $ 54,874
Net income.............................................. 6,879 -- -- -- 6,879
Net transfers to parent................................. (17,582) -- -- -- (17,582)
Incorporation of Company on December 31, 1997........... (44,171) 2,500 -- 44,171 --
----------- ---------- ----------- ----------- ------------
Balances at end of year................................. $ -- 2,500 $ -- $ 44,171 $ 44,171
=========== ========== =========== =========== ============
</TABLE>
See accompanying notes to financial statements.
6
<PAGE>
RAYTHEON SEMICONDUCTOR, INC.
(A Wholly Owned Subsidiary of Thornwood Trust)
Statement of Cash Flows
Year ended December 31, 1997
(In thousands)
<TABLE>
<S> <C>
Cash flows from operating activities:
Net income....................................................................... $ 6,879
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization.................................................. 6,397
Changes in operating assets and liabilities:
Accounts receivable......................................................... (2,112)
Inventory................................................................... 2,977
Prepaid expenses and other.................................................. (76)
Accounts payable............................................................ (221)
Accrued expenses............................................................ (595)
---------
Net cash provided by operating activities................................ 13,249
---------
Cash flows from investing activities--additions to property, plant, and
equipment........................................................................ (2,718)
---------
Cash flows from financing activities -- transfers to Parent Company Investment..... (10,570)
---------
Net decrease in cash............................................................... (39)
Cash, beginning of year............................................................ 225
---------
Cash, end of year.................................................................. $ 186
=========
Supplemental disclosure of cash flow information:
Deferred taxes transferred to Parent Company Investment per terms of the
Acquisition Agreement............................................................ $ 7,012
=========
</TABLE>
See accompanying notes to financial statements.
7
<PAGE>
RAYTHEON SEMICONDUCTOR, INC.
(A Wholly Owned Subsidiary of Thornwood Trust)
Notes to Financial Statements
December 31, 1997
(In thousands, except share and per share data)
(1) BACKGROUND AND BASIS OF PRESENTATION
Raytheon Semiconductor Inc. (the Company) is a wholly owned subsidiary of
Thornwood Trust (Thornwood) which is a wholly owned unit of Raytheon Company
(Raytheon). The Company's Multimedia Business Unit, based in San Diego,
California, designs and manufactures digital and mixed-signal integrated
circuits (IC) for use in broadcast video, computer graphics, multimedia,
imaging and communications applications. The Analog and High Speed
Communications Business Units, both based in Mountain View, California,
manufacture DC-DC converters, voltage regulator modules and IC's used by
customers in high performance microprocessors and networking applications.
The Company sells mainly through distributors in North America, Asia, and
Europe.
Fairchild Semiconductor Corporation (Fairchild) acquired all the
outstanding shares of the Company subsequent to the close of business on
December 31, 1997 (see Note 10). Prior to this transaction, the net assets of
the Company represented an operating division of Raytheon. These financial
statements report the operating results of the Company as a division of
Raytheon. As a division of Raytheon, certain costs included in the income
statement were determined on the basis of allocations from Corporate
Headquarters and represent management's best estimate of the cost that would
have been incurred had the division operated independently. As a result, the
financial statements presented may not reflect the financial position or
results of operations which would have been realized had the Company operated
as a nonaffiliated entity for the year.
(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to a
concentration of credit risk principally consist of trade accounts
receivable. The Company performs ongoing credit evaluations of its customers
and generally does not require collateral on accounts receivable, as the
majority of the Company's customers are large, well established companies.
The Company maintains reserves for potential credit losses, but historically
has not experienced any significant losses related to individual customers or
groups of customers in any particular industry or geographic area.
8
<PAGE>
REVENUE RECOGNITION
Revenue is primarily recognized at the time product is shipped. The
Company provides for estimated returns of products sold to distributors under
various sales incentive programs and for general product returns from all
customers. Reductions of net sales revenue under these programs are recorded
at the time products are shipped.
INVENTORIES
Inventories are stated at the lower of standard cost, which approximates
actual cost, or net realizable value. Cost is determined on a first-in,
first-out basis.
PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment are stated at cost. Depreciation is
generally provided on the double declining balance (buildings), or
sum-of-years digits method based on the following estimated useful lives:
<TABLE>
<S> <C>
Buildings..................................................... 20 to 45 years
Machinery and equipment....................................... 3 to 10 years
Computer software and other assets............................ 7 years
</TABLE>
Leasehold improvements are amortized over the lesser of the remaining
term of the lease or the estimated useful life of the improvement.
INCOME TAXES
Income taxes are accounted for under the asset and liability method.
Deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and operating loss and tax credit carryforwards of the Company.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date.
STOCK OPTION PLAN
The Company accounts for its stock option plan in accordance with the
provisions of Accounting Principles Board (APB) Opinion No. 25, Accounting for
Stock Issued to Employees, and related interpretations. As such, compensation
expense is recorded using the intrinsic value-based method. The Company adopted
Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for
Stock-Based Compensation, on January 1, 1996, which permits entities to continue
to apply the provisions of APB Opinion No. 25 and provide pro forma net income
and pro forma earnings per share disclosures for employee stock option grants
made in 1995 and future years as if the fair value-based method defined in SFAS
No. 123 had been applied. The Company has elected to continue to apply the
provisions of APB Opinion No. 25 and provide the pro forma disclosure provisions
of SFAS No. 123.
9
<PAGE>
PARENT COMPANY INVESTMENT
As a division of Raytheon, the Company's operating cash requirements have
been met with transfers from Raytheon as required. Cash balances of the
Company not required for operations have been transferred to Raytheon, and
all cash receipts and disbursements and intercompany charges related to the
Company's operations have been credited to or charged against Parent Company
Investment.
(3) CORPORATE ALLOCATIONS
The accompanying statement of income includes charges allocated by
Raytheon representing the Company's share of certain costs incurred by
Raytheon in support of the Company's operations. Services provided by
Raytheon in 1997 were primarily financial, legal and administrative in
nature. Costs have been allocated to the Company based on the proportion of
Raytheon expenses represented by Company expenses. In all cases, the
corporate charges assessed approximate the amounts which would have been
incurred by the Company if it had operated on a standalone basis during the
year.
The total amounts allocated to the Company for the year ended December
31, 1997 and included in the statement of income are as follows (in
thousands):
<TABLE>
<S> <C>
Cost of sales.................................................... $ 3,647
Research and development......................................... 1,059
Selling, general and administrative.............................. 1,715
---------
$ 6,421
=========
</TABLE>
Additionally, in 1997, substantially all employees of the Company
participated in the defined benefit pension plans of Raytheon. Under the
plans, benefits are generally based on years of service and the employee's
compensation during the years before retirement. Total expense allocated to
the Company for 1997 was $572.
Subject to certain age and service requirements, substantially all
employees of the Company in 1997 were eligible to participate in Raytheon's
defined contribution plans. Employees participating in the Raytheon Savings
and Investment Plan could contribute up to 17% of their pay subject to
prescribed Internal Revenue Code ("IRC") limits. Raytheon matched 50% of the
employees' contributions, up to a maximum of 3% of each participating
individual's compensation. Total expense charged to the Company for this plan
in 1997 was $458. For employees participating in the Raytheon Employee Stock
Ownership Plan, the Company's annual contribution was approximately one half
of one percent of salary, as limited by the IRC. Total expense charged to the
Company for this plan in 1997 was $105.
Raytheon allocated charges for the employee benefit plans based primarily
on headcount and eligible payroll. Management has reviewed the allocations
made by Raytheon in respect of employee benefit plans and believes them to be
reasonable.
Subject to the Acquisition Agreement with Fairchild, substantial changes
to the Company's pension and benefit plans are expected for 1998. See Note 10.
10
<PAGE>
(4) INVENTORIES
Inventories as of December 31, 1997, consisted of the following (in
thousands):
<TABLE>
<S> <C>
Finished goods.................................................. $ 6,012
Work in process................................................. 10,419
Raw materials................................................... 1,694
---------
$ 18,125
=========
</TABLE>
(5) PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment as of December 31, 1997, consisted of the
following (in thousands):
<TABLE>
<S> <C>
Land............................................................ $ 616
Buildings and leasehold improvements............................ 22,802
Machinery and equipment......................................... 61,159
Computer software............................................... 2,898
Construction in progress........................................ 427
---------
87,902
Less accumulated depreciation and amortization.................. 66,370
---------
Property, plant, and equipment, net............................. $ 21,532
=========
</TABLE>
11
<PAGE>
(6) FEDERAL INCOME TAXES
The provision for income taxes for the year ended December 31, 1997, was (in
thousands):
<TABLE>
<S> <C>
Current income tax expense:
Federal................................................... $ 2,299
State..................................................... 473
---------
2,772
---------
Deferred income tax expense:
Federal................................................... 1,247
State..................................................... 376
---------
1,623
---------
Total tax expense....................................... $ 4,395
=========
</TABLE>
The provision for income taxes for 1997 differs from the U.S. statutory
rate due to the following(in thousands):
<TABLE>
<S> <C>
Computed expected tax expense............................... $ 3,833
State income tax, net of federal tax benefit................ 562
---------
$ 4,395
=========
</TABLE>
Current income tax expense is included as a transfer to Raytheon in the
Parent Company Investment account. The sources and tax effects of temporary
differences which give rise to deferred income tax balances are as follows
(in thousands):
<TABLE>
<S> <C>
Current deferred tax assets:
Inventory reserves........................................ $ 2,196
Accounts receivables allowances........................... 829
Accrued expenses.......................................... 801
---------
3,826
Noncurrent deferred tax assets:
Depreciation and amortization............................. 1,568
---------
$ 5,394
=========
</TABLE>
Under the terms of the Acquisition Agreement with Fairchild, the deferred
tax assets will not be transferred to Fairchild and accordingly are included
as a transfer to Raytheon as of December 31, 1997. See Note 10.
12
<PAGE>
(7) EMPLOYEE STOCK PLANS
STOCK BASED COMPENSATION
The Company's employees participate in the Raytheon Stock Option Plan
(the Plan) which provides for the grant of incentive stock options and
nonqualified stock options to employees, directors and consultants of the
Company at the fair market value of Raytheon's common stock on the date of
grant.
The vesting and exercise provisions of the option grants under the Plan
are determined by the Board of Directors. Options generally vest ratably over
a four-year period commencing from the date of grant, subject to one year of
employment and generally expire in 10 years from the date of grant.
The Company has elected to use the intrinsic value-based method to
account for all of its stock-based employee compensation plans. Accordingly,
no compensation cost has been recognized for its stock options in the
accompanying financial statements because the fair value of the underlying
common stock equals the exercise price of the stock options at the date of
grant. Pursuant to SFAS No. 123, Accounting for Stock Based Compensation, the
Company is required to disclose the pro forma effects on the net income of
the Company as if the Company had elected to use the fair value approach to
account for its stock-based employee compensation plan.
Had compensation cost for the Company's plans been determined consistent
with the fair value approach under SFAS No. 123, the Company's 1997 net
income would have been $6,476.
The fair value of each option is estimated using a Black-Scholes option
pricing model with the following weighted average assumptions: risk-free
interest rate of 6.5%, an expected life of 5 years, and volatility of 24%. No
dividend impact was considered as Raytheon has never declared, and does not
have plans to declare, any future dividends. No option or equity instruments
were issued to nonemployees.
The following table summarizes activity under the plan as of December 31,
1997:
<TABLE>
<CAPTION>
WEIGHTED-
AVERAGE
EXERCISE
SHARES PRICE
--------- -----------
<S> <C> <C>
Outstanding at beginning of year......................................... 67,320 $ 39.25
Options granted.......................................................... 32,500 51.13
Options exercised........................................................ (8,900) 31.02
Options canceled......................................................... -- --
---------
Outstanding at end of year............................................... 90,920 44.30
=========
Options vested at year-end............................................... 58,420 $ 40.60
=========
Weighted-average fair value of options granted during the year........... $ 13.98
</TABLE>
13
<PAGE>
The following table summarizes information about stock options
outstanding as of December 31, 1997:
<TABLE>
<CAPTION>
OUTSTANDING EXERCISABLE
-------------------------------------- -----------
WEIGHTED-
AVERAGE
REMAINING
EXERCISE OPTIONS LIFE IN OPTIONS
PRICE OUTSTANDING YEARS EXERCISABLE
----------- ----------- ----------- -----------
<S> <C> <C> <C>
$ 16.95 2,000 1.96 years 2,000
21.80 1,000 4.06 1,000
31.91 2,020 5.65 2,020
31.47 5,000 5.73 5,000
32.53 10,000 6.48 10,000
32.88 3,000 6.65 3,000
39.03 14,000 7.49 14,000
52.56 20,400 8.44 20,400
51.75 1,000 8.66 1,000
47.13 4,000 9.15 --
51.69 28,500 9.50 --
----------- -----------
44.30 90,920 58,420
=========== =========== ===========
</TABLE>
Pursuant to the Acquisition Agreement with Fairchild (see Note 10), all
unvested outstanding options at December 31, 1997 are canceled.
(8) COMMITMENTS AND CONTINGENCIES
At December 31, 1997, the Company had commitments under long-term
operating leases requiring approximate annual rentals as follows (in
thousands):
<TABLE>
<S> <C>
1998.................................... $ 812
1999.................................... 844
2000.................................... 439
2001.................................... --
2002.................................... --
Thereafter.............................. --
------
$2,095
======
</TABLE>
Rental expense for 1997 amounted to $533.
14
<PAGE>
The Company's Mountain View facility is located on a contaminated site
under the Comprehensive Environmental Liability Act (the "Act"). During the
year the Company paid $2,164 for remediation costs which were reimbursed by
Raytheon. Under the terms of the Acquisition Agreement executed on December
31, 1997(see Note 10), future responsibility for these costs will be assumed
by Raytheon. All other environmental costs are immaterial to the Company and
have been expensed as incurred.
The Company is subject to various claims and legal proceedings in the
normal course of business. None of the claims or potential claims outstanding
at December 31, 1997 are anticipated to have a material impact on the
financial position, cash flows, or results of operations of the Company after
taking into consideration provisions already recorded.
(9) RELATED PARTY TRANSACTIONS, AND GEOGRAPHIC INFORMATION
In 1997, the Company had $2,134 of net sales to affiliate companies of
Raytheon; the related cost of sales amounted to $1,126. There were no other
transactions with affiliate companies of Raytheon during 1997.
The Company's export sales for the year ended December 31, 1997 was
$24,810 principally to customers Europe and Asia.
(10) SUBSEQUENT EVENT
As discussed in Note 1, prior to the formation of the Company on December
31, 1997, the Company operated as a division of Raytheon. On December 31,
1997, the Company was incorporated as a wholly-owned subsidiary of Thornwood
Trust (Thornwood), a Massachusetts Business Trust and wholly-owned unit of
Raytheon.
Subsequent to the close of business on December 31, 1997, Fairchild
acquired 100% of the outstanding shares of common stock of the Company from
Thornwood for approximately $117 million. Upon closing of the acquisition,
the Company became a business unit of Fairchild.
Pursuant to the Acquisition Agreement, Raytheon will retain and be
responsible for liabilities accrued by employees of the Company through
December 31, 1997 under any defined benefit pension plan or other
employee-related benefit plans. In addition, Raytheon will retain all
liability and responsibility for the disposition of interests under the
Raytheon Savings and Investment Plan and the Raytheon Stock Ownership Plan
with respect to all employees of the Company who were participants in either
of the plans as of December 31, 1997.
Raytheon will also retain and be responsible for all liabilities related
to environmental remediation activities, including those required by the
United States Environmental Protection Agency, at the Company's Mountain
View, California facility which arose prior to December 31, 1997 or were
created by the release of hazardous substances that first occurred prior to
December 31, 1997.
15
<PAGE>
FSC SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
Unaudited Pro Forma Consolidated Statements of Income and
Pro Forma Consolidated Balance Sheet
The following unaudited pro forma consolidated financial statements
reflect the acquisition of Raytheon Semiconductor, Inc. ("Raytheon") by
Fairchild Semiconductor Corporation ("Fairchild"), a wholly-owned subsidiary
of FSC Semiconductor Corporation (the "Company," "Fairchild Holdings"), under
the purchase method of accounting. Fairchild purchased all of the outstanding
common stock of Raytheon on December 31, 1997 for approximately $117 million.
The unaudited pro forma consolidated statement of operations for the year
ended May 25, 1997 includes the audited consolidated statement of operations
of Fairchild Holdings for the year ended May 25, 1997, the unaudited
statement of operations of Raytheon for the year ended June 30, 1997, and pro
forma adjustments to reflect the acquisition of Raytheon as though Fairchild
purchased Raytheon as of May 27, 1996. The unaudited statement of operations
of Raytheon for the year ended June 30, 1997 was created by adding the
unaudited results for the six months ended December 31, 1996 to the audited
statement of operations for the year ended December 31, 1997 and subtracting
the unaudited results for the six months ended December 31, 1997.
The unaudited pro forma consolidated statement of operations for the
six-month period ended November 23, 1997 includes the unaudited consolidated
statement of operations of Fairchild Holdings for the six-month period ended
November 23, 1997, the unaudited statement of operations of Raytheon for the
six-month period ended December 31, 1997, and pro forma adjustments to
reflect the acquisition of Raytheon as though Fairchild purchased Raytheon as
of May 27, 1996. The unaudited statement of operations of Raytheon for the
six-month period ended December 31, 1997 was created by subtracting the
unaudited results for the six months ended December 31, 1997 from the audited
statement of operations for the year ended December 31, 1997.
The unaudited pro forma consolidated balance sheet as of November 23,
1997 includes the unaudited consolidated balance sheet of Fairchild Holdings
as of November 23, 1997, the audited balance sheet of Raytheon as of December
31, 1997, and pro forma adjustments to reflect the acquisition of Raytheon as
though Fairchild purchased Raytheon as of November 23, 1997.
Pro forma adjustments are described in the accompanying notes to the pro
forma financial statements.
The unaudited pro forma consolidated statements of operations and
consolidated balance sheet are provided for informational purposes only and
are not necessarily indicative of the Company's financial position or actual
results of operations that would have been reported, nor do they propose to
indicate the results of future operations of the Company. In the opinion of
management, all adjustments necessary to present fairly such unaudited pro
forma consolidated statements of operations and consolidated balance sheet
have been made. The unaudited pro forma consolidated statements of operations
and consolidated balance sheet should be read in conjunction with the audited
consolidated financial statements and related notes of the Company included
in the 1997 annual report on Form 10-K, and the audited financial statements
and related notes of Raytheon included elsewhere in this report.
16
<PAGE>
FSC SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
Notes to Unaudited Pro Forma Consolidated Financial Statements
1. On December 31, 1997, Fairchild entered into an Acquisition Agreement
with Thornwood Trust, the parent company of Raytheon, whereby Fairchild
acquired all of the outstanding common stock of Raytheon for approximately
$117 million in cash, plus related expenses. Raytheon designs, manufactures
and markets high-performance analog and mixed signal integrated circuits. The
Company elected to treat the purchase as an asset acquisition for income tax
reporting purposes. The purchase price was allocated to all identifiable
tangible and intangible assets and assumed liabilities based on their fair
values. The following identifiable intangible assets and goodwill were
recorded at the acquisition date:
<TABLE>
<S> <C>
In-process research and development.......................... $ 15.5
Developed technology......................................... 29.6
Assembled workforce.......................................... 4.1
Goodwill..................................................... 4.6
-------
$ 53.8
=======
</TABLE>
In-process research and development of $15.5 million, and the related
deferred tax benefit of $5.4 million, will be charged to operations in the
Company's fiscal quarter ending March 1, 1998. The non-recurring charge has
been excluded from the accompanying unaudited pro forma consolidated
statements of operations.
Developed technology, assembled workforce, and goodwill will be amortized
to expense on the straight-line basis over periods of 15 years, 3 years, and
15 years, respectively.
2. To record the use of available cash and increase in debt to finance the
purchase price of the acquisition and related expenses.
3. To record inventory at its fair value at the date of acquisition.
4. To record a noncurrent deferred tax liability of $5.4 million related to
in-process research and development identified at the date of acquisition.
5. To record property, plant and equipment at its fair value at the date of
acquisition.
6. To record the cost to secure additional debt to finance the acquisition.
The debt finance costs will be amortized over a five-year period, the term of
the related debt.
7. To eliminate intercompany liabilities of $0.2 million not acquired by
Fairchild.
8. To eliminate the equity of Raytheon at the acquisition date.
9. To record the amortization of identifiable intangible assets and
goodwill, as discussed in Note 1.
17
<PAGE>
10. To record the impact to interest expense and interest income for the
increase in debt, use of available cash and costs to secure debt to finance the
acquisition.
Interest expense of $9.6 million and $2.7 million, respectively, at a
rate of 8.75% (the Company's average incremental borrowing rate) has been
recorded related to additional average borrowings of $110.0 million and $61.8
million, respectively, for the year ended May 25, 1997 and for the six-month
period ended November 23, 1997.
Interest income of $0.4 million and $1.3 million, respectively, at rates
of approximately 4.25% and 4.65%, respectively, has been eliminated to
reflect the use of the available average cash balances of $9.0 million and
$57.2 million, respectively, for the year ended May 25, 1997 and for the
six-month period ended November 23, 1997.
Interest expense of $0.2 million and $0.1 million, respectively, for
amortization of debt finance costs has been recorded for the year ended May
25, 1997 and the six-month period ended November 23, 1997.
11. To record the income tax effect of pro forma adjustments using an
effective rate of 35%.
18
<PAGE>
FSC SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
Unaudited Pro Forma Consolidated Statement of Operations
For the Year Ended May 25, 1997
(In millions)
<TABLE>
<CAPTION>
FSC RAYTHEON PRO
SEMICONDUCTOR SEMICONDUCTOR FORMA PRO
CORPORATION INC. TOTAL ADJUSTMENTS FORMA
--------------- ----------------- --------- --------------- -----------
<S> <C> <C> <C> <C> <C>
Revenue:
Net sales--trade............................. $ 587.1 $ 71.3 $ 658.4 $ $ 658.4
Contract manufacturing....................... 104.2 -- 104.2 104.2
------- ----- ------- ---------- ----------
Total revenue.............................. 691.3 71.3 762.6 -- 762.6
Direct and allocated costs and expenses:
Cost of sales................................ 442.7 41.9 484.6 484.6
Cost of contract manufacturing............... 97.4 -- 97.4 97.4
Research and development..................... 18.9 11.7 30.6 30.6
Selling, general and administrative.......... 95.6 10.0 105.6 105.6
Amortization of intangible assets............ -- -- -- 3.7 (9) 3.7
Restructuring................................ 5.3 -- 5.3 5.3
------- ----- ------ ---------- ---------
Total operating costs and expenses......... 659.9 63.6 723.5 3.7 727.2
Interest, net.................................. 11.2 -- 11.2 10.2 (10) 21.4
Other (income) expense......................... 0.9 (0.2) 0.7 0.7
------- ----- ------ ---------- ---------
Revenues less direct and allocated expenses
before income taxes.......................... 19.3 7.9 27.2 (13.9) 13.3
Income taxes................................... 3.8 3.0 6.8 (4.9)(11) 1.9
------- ----- ------ ---------- --------
Revenues less direct and allocated expenses and
income taxes................................. $ 15.5 $4.9 $ 20.4 $ (9.0) $ 11.4
======= ==== ====== ======== ========
</TABLE>
19
<PAGE>
FSC SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
Unaudited Pro Forma Consolidated Statement of Operations
for the Six-Month Period Ended November 23, 1997
(In Millions)
<TABLE>
<CAPTION>
FSC RAYTHEON PRO
SEMICONDUCTOR SEMICONDUCTOR FORMA PRO
CORPORATION INC. TOTAL ADJUSTMENTS FORMA
--------------- ----------------- --------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Revenue:
Net sales--trade...................... $ 314.0 $ 41.6 $ 355.6 $ $ 355.6
Contract manufacturing................ 81.3 --- 81.3 81.3
--------------- ----------------- --------- ------------- -----------
Total revenue..................... 395.3 41.6 436.9 -- 436.9
Direct and alllocated costs and
expenses:
Cost of sales......................... 213.4 23.2 236.6 236.6
Cost of contract manufacturing........ 61.4 -- 61.4 61.4
Research and development.............. 14.9 6.2 21.1 21.1
Selling, general and administrative... 42.0 5.5 47.5 47.5
Amortization of intangible assets..... -- -- -- 1.8 (9) 1.8
--------------- ----------------- --------- ------------- -----------
Total operating costs and
expenses........................ 331.7 34.9 366.6 1.8 368.4
--------------- ----------------- --------- ------------- -----------
Operating income........................ 63.6 6.7 70.3 (1.8) 68.5
Interest, net........................... 26.4 -- 26.4 4.1 (10) 30.5
--------------- ----------------- --------- ------------- -----------
Income before income taxes.............. 37.2 6.7 43.9 (5.9) 38.0
Income taxes............................ 13.1 2.6 15.7 (2.1)(11) 13.6
--------------- ----------------- --------- ------------- -----------
Net income.............................. $ 24.1 $ 4.1 $ 28.2 $ (3.8) $ 24.4
=============== ================= ========= ============= ===========
</TABLE>
20
<PAGE>
FSC SEMICONDUCTOR CORPORATION AND SUBSIDIARIES
Unaudited Pro Forma Consolidated Balance Sheet
November 23, 1997
(In Millions)
<TABLE>
<CAPTION>
FSC RAYTHEON PRO
SEMICONDUCTOR SEMICONDUCTOR FORMA PRO
CORPORATION INC. TOTAL ADJUSTMENTS FORMA
--------------- ----------------- --------- ----------- ---------
<S> <C> <C> <C> <C> <C>
Assets
------
Current assets:
Cash........................................ $ 40.7 $ 0.2 $ 40.9 $(40.9)(2) $ 0.0
Accounts receivable, net.................... 79.6 11.4 91.0 91.0
Inventories................................. 73.1 18.1 91.2 (4.5)(3) 86.7
Prepaid expenses and other current assets... 16.6 0.3 16.9 16.9
Deferred income taxes....................... 2.1 -- 2.1 2.1
-------- -------- -------- ------- -------
Total current assets...................... 212.1 30.0 242.1 (45.4) 196.7
Property, plant and equipment, net............ 295.0 21.5 316.5 29.6 (5) 346.1
Deferred income taxes......................... 18.5 -- 18.5 (5.4)(4) 13.1
Intangible assets............................. -- -- -- 53.8 (1) 53.8
Other assets.................................. 29.4 -- 29.4 1.1 (6) 30.5
-------- -------- ------- ------ -------
Total assets.............................. $ 555.0 $ 51.5 $ 606.5 $ 33.7 $ 640.2
======== ======== ======= ====== =======
Liabilities and Equity
----------------------
Current liabilities:
Current portion of long-term debt........... $ 11.0 $ -- $ 11.0 $ $ 11.0
Accounts payable............................ 77.1 3.7 80.8 80.8
Accrued expenses and other current
liabilities............................... 42.0 3.6 45.6 (0.2)(7) 45.4
-------- -------- ------- ------ -------
Total current liabilities................. 130.1 7.3 137.4 (0.2) $ 137.2
Long-term debt, less current portion.......... 486.0 -- 486.0 78.1 (2) 564.1
Other liabilities............................. 0.4 -- 0.4 0.4
-------- -------- ------- ------ -------
Total liabilities......................... 616.5 7.3 623.8 77.9 701.7
-------- -------- ------- ------ -------
Redeemable preferred stock.................... 71.8 -- 71.8 71.8
Equity:
Common stock................................ 0.2 -- 0.2 0.2
Additional paid-in capital.................. 7.6 44.2 51.8 (44.2)(8) 7.6
Accumulated deficit......................... (141.1) -- (141.1) (141.1)
-------- -------- ------- ------ -------
Total equity.............................. (133.3) 44.2 (89.1) (44.2) (133.3)
-------- -------- ------- ------ -------
Total liabilities and equity.............. $ 555.0 $ 51.5 $ 606.5 $ 33.7 $ 640.2
======== ======== ======= ====== =======
</TABLE>
21
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
FSC SEMICONDUCTOR CORPORATION
By: /s/ Joseph R. Martin
---------------------------------
Date: March 16, 1998 Joseph R. Martin
Executive Vice President, Finance
Chief Financial Officer
22
<PAGE>
EXHIBIT 23.1
The Board of Directors
Raytheon Semiconductor, Inc.
(A Wholly Owned Subsidiary of Thornwood Trust)
We consent to the incorporation by reference in the registration statement
(No. 333-35347) on Form S-8 of FSC Semiconductor Corporation of our report dated
February 27, 1998, with respect to the balance sheet of Raytheon Semiconductor,
Inc. as of December 31, 1997, and the related statements of income,
stockholder's equity, and cash flows for the year ended December 31, 1997, which
report appears in the Form 8-K/A of FSC Semiconductor Corporation dated March
16, 1998.
KPMG PEAT MARWICK LLP
Mountain View, California
March 13, 1998
