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EXHIBIT 99(i)
KULICKE AND SOFFA INDUSTRIES, INC. AND CERPROBE CORPORATION
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS AND BALANCE SHEET
On November 30, 2000, the Company completed its tender offer for 100% of the
outstanding shares of Cerprobe Corporation ("Cerprobe") for $20 per share. The
total purchase price, including transaction costs and the repayment of debt, of
Cerprobe was approximately $225.0 million, payable in cash. On December 8, 2000
the Company purchased all the outstanding shares of Probe Technology Corporation
("Probe Tech") for approximately $65.0 million, including transaction costs, in
cash. Both Cerprobe and Probe Tech design and manufacture semiconductor test
interconnect solutions. The acquisitions will be recorded using the purchase
method of accounting and accordingly the purchase price will be allocated to the
tangible and intangible assets acquired and liabilities assumed on the basis of
their fair values on the acquisition dates, as determined by management. The
Company received a waiver of a bank covenant under its bank revolving credit
facility, which limited the amount the Company could spend on acquisitions, in
order to complete the Cerprobe and Probe Tech acquisitions. The Company borrowed
$55.0 million under its bank revolving credit facility to partially fund the
purchase of Probe Tech. These two companies will be merged together to create a
test division and will be disclosed as a separate business segment for financial
reporting purposes.
The following unaudited pro forma combined financial information was derived
from the historical consolidated financial statements of the Company and
Cerprobe. The Probe Tech historical financial results are not included in the
pro forma information since the Probe Tech acquisition does not qualify as a
significant acquisition. The pro forma results of operations combine the
Company's audited results with Cerprobe's results for the twelve months ended
September 30, 2000, and give effect to the preliminary allocation of the
purchase price, which may subsequently change.
The following unaudited pro forma combined results are presented for
illustrative purposes only and are not necessarily indicative of the operating
results that would have occurred if the transaction had been consummated at the
date indicated, nor is it necessarily indicative of future operating results of
the combined businesses.
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Pro forma operating results for the twelve months ended September 30, 2000
assuming the acquisition of Cerprobe was consummated on October 1, 1999 appears
below:
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA COMBINED
STATEMENT OF OPERATIONS
TWELVE MONTHS ENDED SEPTEMBER 30, 2000
----------------------------------------------------------------
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
KULICKE PROFORMA PROFORMA
AND SOFFA CERPROBE ADJUSTMENTS COMBINED
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net sales $ 899,273 $ 110,536 $ 1,009,809
Costs of goods sold 573,177 63,222 636,399
----------- ----------- -----------
Gross profit 326,096 47,314 373,410
Selling, general and administrative 132,674 29,706 162,380
Research and development, net 50,135 5,208 55,343
Goodwill amortization 3,505 3,219 $ 10,131(A) 16,855
In-process research and development -- 8,815 8,815
Resizing costs (2,548) -- (2,548)
Asset impairment 3,871 -- 3,871
----------- ----------- ----------- -----------
Income from operations 138,459 366 (10,131) 128,694
Interest, net 4,719 (1,287) (13,703)(B) (10,271)
Other, net -- (81) (81)
Equity in loss of joint venture (1,221) -- (1,221)
----------- ----------- ----------- -----------
Income (loss) before taxes 141,957 (1,002) (23,834) 117,121
Provision for income tax 40,149 2,270 (4,796)(C) 37,623
----------- ----------- ----------- -----------
Income (loss) before minority interest 101,808 (3,272) (19,038) 79,498
Minority interest in net loss of subsidiary 1,437 (1,055) -- 382
----------- ----------- ----------- -----------
Net income (loss) $ 103,245 $ (4,327) $ (19,038) $ 79,880
=========== =========== =========== ===========
Net income (loss) per share:
Basic $ 2.15 $ 1.67
Diluted $ 1.90 $ 1.49
Weighted average shares outstanding:
Basic 47,932 47,932
Diluted 56,496 56,496
</TABLE>
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A pro forma condensed balance sheet at September 30, 2000 assuming the
acquisition of Cerprobe was consummated on that date appears below:
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA COMBINED
BALANCE
SHEET AT SEPTEMBER 30, 2000
----------------------------------------------------
(IN THOUSANDS)
PRO FORMA
K&S CERPROBE PRO FORMA COMBINED
9/30/2000 9/30/2000 ADJUSTMENTS 9/30/2000
--------- --------- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS:
Cash and cash equivalents $211,489 $ 4,312 $ (119,870)(D) $ 95,931
Short-term investments 105,130 (105,130)(D) --
Accounts & notes receivable, net 188,485 21,557 210,042
Inventories 74,034 12,598 3,008(E) 89,640
Other current assets 9,748 2,084 11,832
--------- -------- ----------- ---------
Total current assets 588,886 40,551 (221,992) 407,445
--------- -------- ----------- ---------
Intangible assets, including goodwill 41,724 23,531 151,967(F) 217,222
Property, plant and equipment, net 83,867 21,614 105,481
Other assets 8,375 732 9,107
--------- -------- ----------- ---------
Total assets $722,852 $86,428 $ (70,025) $ 739,255
========= ======== =========== =========
LIABILITIES and SHAREHOLDERS' EQUITY
Total current liabilities $126,198 $19,795 $ (6,604)(G) $ 139,389
Long term debt 175,000 4,144 (4,144)(G) 175,000
Other liabilities and minority interest 16,312 3,212 -- 19,524
Total shareholders equity 405,342 59,277 (59,277) 405,342
--------- -------- ----------- ---------
Total liabilities & equity $722,852 $ 86,428 $ (70,025) $ 739,255
========= ======== =========== =========
</TABLE>
NOTES TO THE UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS AND
BALANCE SHEET
The following adjustments were applied to the Company's historical financial
statements and those of Cerprobe Corporation to arrive at the pro forma combined
financial information.
A. To record the amortization of goodwill, estimated to be approximately
$152.0 million associated with the purchase of Cerprobe Corporation.
The preliminary estimated useful life used is considered to be 15
years.
B. To record the reduction of interest income related to the estimated
$225.0 million, including transaction costs, cash payment for
Cerprobe, using the average interest rate on short term investments
that the Company realized in fiscal 2000 of 6.09%.
C. To record the tax benefit related to the lower interest income at the
Company's marginal tax rate in the United States of 35%. No tax
benefit was assumed on the additional amortization expense.
D. To record the payment of $225.0 million for the purchase of 100% of
the stock of Cerprobe plus transaction costs.
E. Set-up adjustment to record Cerprobe's inventory at fair value at
September 30, 2000.
F. To record the fair value of goodwill and intangible assets acquired.
G. To record the payoff of all short term and long term debt of
Cerprobe.
