QTM » Topics » (b) Pro forma condensed combined financial statements

These excerpts taken from the QTM 8-K filed Mar 9, 2005.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

On January 5, 2005, Quantum Corporation, a Delaware corporation (“Quantum”), completed its acquisition of all shares of Certance Holdings and its subsidiaries (“Certance”). The following unaudited pro forma condensed combined financial statements have been prepared to give effect to the completed acquisition, which was accounted for as a purchase.

The unaudited pro forma condensed combined balance sheet as of December 26, 2004, and the unaudited pro forma condensed combined statements of operations for the nine months ended December 26, 2004 and the year ended March 31, 2004 are presented herein. 

The unaudited pro forma condensed combined balance sheet was prepared using the historical balance sheets of Quantum as of December 26, 2004 and Certance as of December 31, 2004.  The unaudited pro forma condensed combined statements of operations were prepared using the historical statements of operations of Quantum for the nine months ended December 26, 2004 and for the year ended March 31, 2004 and the historical statements of operations of Certance for the nine months ended December 31, 2004 and for the year ended July 2, 2004.

The unaudited pro forma condensed combined balance sheet gives effect to the acquisition as if it had been completed on December 26, 2004, and combines the unaudited condensed balance sheets of Quantum and Certance. The unaudited pro forma condensed combined statements of operations for the year ended March 31, 2004 and the nine months ended December 26, 2004 combine the historical results of Quantum and Certance and gives effect to the acquisition as if it had occurred on April 1, 2003. 

The merger will be accounted for under the purchase method of accounting in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 141, Business Combinations. Under the purchase method of accounting, the total estimated purchase price, calculated as described in Note 2 to these unaudited pro forma condensed combined financial statements, is allocated to the net tangible and intangible assets of Certance acquired in connection with the merger, based on their estimated fair values as of the completion of the merger. Management has made a preliminary allocation of the estimated purchase price to the tangible and intangible assets acquired and liabilities assumed based on various preliminary estimates. A final determination of these estimated fair values will be based on the actual net tangible and intangible assets of Certance that exist as of the date of completion of the merger.

The unaudited pro forma condensed combined financial statements presented are based on the assumptions and adjustments described in the accompanying notes. The unaudited pro forma condensed combined financial statements are presented for illustrative purposes and do not purport to represent what the financial position or results of operations actually would have been if the events described above occurred as of the dates indicated or what such financial position or results would be for any future periods.  The pro forma adjustments are based on preliminary information available at the time of the preparation of this document.  The unaudited pro forma condensed combined financial statements and the accompanying notes are based upon the respective historical consolidated and combined financial statements of Quantum and Certance.  They should be read in conjunction with the historical financial statements and related notes of Quantum, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in Quantum’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 26, 2004 and Annual Report on Form 10-K for the fiscal year ended March 31, 2004, as well as the historical consolidated financial statements and related notes of Certance, which are attached as Exhibit 99.1 and Exhibit 99.2 to Quantum’s Current Report on Form 8-K/A (Amendment No. 1) dated January 5, 2005 and filed with the Securities and Exchange Commission on March 9, 2005.

 

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     (b)     Pro forma condensed combined financial statements

               The following pro forma financial information is being filed with this report as Exhibit 99.3

                            

(1)

     

Unaudited pro forma condensed combined balance sheet as of December 26, 2004

                            

(2)

     

Unaudited pro forma condensed combined statements of operations for the nine months ended December 26, 2004 and the year ended March 31, 2004

                            

(3)

     

Notes to unaudited pro forma condensed combined financial statements.

EXCERPTS ON THIS PAGE:

8-K (2 sections)
Mar 9, 2005

"(b) Pro forma condensed combined financial statements" elsewhere:

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