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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 27, 2000
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(Date of earliest event reported)
ALTERA CORPORATION
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(Exact name of Registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-16617 77-0016691
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(State or Other (Commission File No.) (IRS Employer Identification
Jurisdiction of No.)
Incorporation)
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101 Innovation Drive, San Jose, California 95134
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(Address of principal executive offices, including zip code)
(408) 544-7000
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On December 27, 2000, Altera Corporation (referred to as "we" and "our")
sold our 23% equity ownership interest in WaferTech, LLC, or WaferTech, to a
subsidiary of Taiwan Semiconductor Manufacturing Company, or TSMC, for $350
million in cash. This sale was consummated in accordance with the terms of the
Assignment and Assumption Agreement dated as of November 15, 2000 between TSMC's
subsidiary and us, which is filed as Exhibit 2.1 to our Form 8-K dated December
14, 2000. For more information, please see our press release attached as Exhibit
99.1 to our December 14th Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro Forma Financial Information.
The following pro forma condensed consolidated balance sheet as
of September 30, 2000, and the condensed consolidated statements
of operations for the nine months ended September 30, 2000 and
the year ended December 31, 1999 give effect to the sale of our
23% equity ownership interest in WaferTech to TSMC's subsidiary
for $350 million in cash. The adjustments related to the pro
forma condensed consolidated balance sheet assume the
transaction was consummated at September 30, 2000, while the
adjustments to the pro forma condensed consolidated statements
of operations assume the transaction was consummated at the
beginning of the periods presented.
The pro forma information is based on our historical condensed
consolidated financial statements. The pro forma adjustments
required are to eliminate our net assets, and to reflect the
cash proceeds and the associated tax and retained earnings
impacts of the sale. The gain on the sale of our interest in
WaferTech as previously reported in our press release is not
considered in the pro forma condensed consolidated statements of
operations.
These pro forma statements are not necessarily indicative of the
results that actually would have occurred if the sale had been
in effect as of and for the periods presented or what may be
achieved in the future.
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ALTERA CORPORATION
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2000
(UNAUDITED, IN THOUSANDS)
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HISTORICAL
FINANCIAL PRO FORMA PRO FORMA
STATEMENTS ADJUSTMENTS RESULTS
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<S> <C> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 296,788 $ 350,384(1) $ 647,172
Short-term investments 726,017 726,017
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Total cash, cash equivalents,
and short-term investments 1,022,805 350,384 1,373,189
Other current assets 499,088 1,767(2) 500,855
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Total current assets 1,521,893 352,151 1,874,044
Property and equipment, net 197,916 197,916
Investments and other assets 202,207 (175,537)(3) 26,670
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$ 1,922,016 $ 176,614 $ 2,098,630
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Deferred income on sales to distributors $ 366,202 $ -- $ 366,202
Other current liabilities 170,014 70,159(4) 240,173
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Total current liabilities 536,216 70,159 606,375
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Stockholders' equity:
Capital in excess of par value 478,032 478,032
Retained earnings 953,263 106,455(5) 1,059,718
Other stockholders' equity (45,495) (45,495)
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Total stockholders' equity 1,385,800 106,455 1,492,255
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$ 1,922,016 $ 176,614 $ 2,098,630
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(1) Reflects the cash proceeds received from the sale of our 23% equity
ownership interest in WaferTech.
(2) Increase in inventory resulting from the removal of intercompany profit
in inventory we had previously purchased from WaferTech.
(3) Eliminates the net assets of our 23% equity ownership interest in
WaferTech.
(4) Estimated income tax liability on gain on sale of our 23% equity
ownership interest in WaferTech.
(5) Estimated retained earnings impact of the sale of our 23% equity
ownership interest in WaferTech.
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ALTERA CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
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<CAPTION>
HISTORICAL
FINANCIAL PRO FORMA PRO FORMA
STATEMENTS ADJUSTMENTS RESULTS
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<S> <C> <C> <C>
Sales $ 1,008,862 $ -- $ 1,008,862
Costs and expenses:
Cost of sales 341,969 341,969
Research and development 121,813 121,813
Selling, general and administrative 149,490 149,490
Acquired in-process research and development 6,305 6,305
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Total costs and expenses 619,577 -- 619,577
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Income from operations 389,285 -- 389,285
Interest and other income, net 33,858 33,858
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Income before income taxes and equity investment 423,143 -- 423,143
Provision for income taxes (131,175) (131,175)
Equity in income (loss) of WaferTech (563) 563(1) --
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Net income $ 291,405 $ 563 $ 291,968
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Income per share:
Basic $ 0.73 $ 0.73
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Diluted $ 0.70 $ 0.70
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Weighted shares outstanding:
Basic 398,267 398,267
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Diluted 419,232 419,232
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(1) Elimination of equity in loss of WaferTech.
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ALTERA CORPORATION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
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<CAPTION>
HISTORICAL
FINANCIAL PRO FORMA PRO FORMA
STATEMENTS ADJUSTMENTS RESULTS
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<S> <C> <C> <C>
Sales $ 836,623 $ -- $ 836,623
Costs and expenses:
Cost of sales 301,322 301,322
Research and development 86,065 86,065
Selling, general and administrative 143,214 143,214
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Total costs and expenses 530,601 -- 530,601
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Income from operations 306,022 -- 306,022
Interest and other income, net 37,055 37,055
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Income before income taxes and equity investment 343,077 -- 343,077
Provision for income taxes (111,499) (111,499)
Equity in income (loss) of WaferTech (7,584) 7,584(1) --
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Net income $ 223,994 $ 7,584 $ 231,578
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Income per share:
Basic $ 0.57 $ 0.58
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Diluted $ 0.54 $ 0.56
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Weighted shares outstanding:
Basic 396,158 396,158
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Diluted 414,928 414,928
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(1) Elimination of equity in loss of WaferTech.
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(c) Exhibit.
2.1 Assignment and Assumption Agreement dated as of November
15, 2000 between Altera Corporation and TSMC
Development, Inc. (incorporated by reference to the
same-numbered exhibit filed with the Form 8-K dated
December 14, 2000).
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SIGNATURES
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 hereunto duly authorized.
ALTERA CORPORATION
BY: /s/ NATHAN SARKISIAN
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Nathan Sarkisian, Senior Vice President and Chief
Financial Officer
Date: January 4, 2001
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EXHIBIT INDEX
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<S> <C>
2.1 Assignment and Assumption Agreement dated as of November 15, 2000
between Altera Corporation and TSMC Development, Inc. (incorporated by
reference to the same-numbered exhibit filed with the Form 8-K dated
December 14, 2000).
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