EX-99.2 4 a11-27735_1ex99d2.htm EX-99.2

 

Exhibit 99.2

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

On July 29, 2011, Computer Sciences Corporation (“CSC” or the “Company”) completed the acquisition of iSOFT Group Limited (“iSOFT”) through the execution of a Scheme Implementation Agreement (“SIA”). The unaudited condensed combined financial information set forth below reflects the acquisition of iSOFT by CSC by the application of pro forma adjustments to the historical financial statements of the Company as required by Rule 3-05(b) and Article 11 of Regulation S-X.  Per the requirements, the periods presented consist of an unaudited pro forma condensed combined balance sheet as of April 1, 2011, and an unaudited pro forma condensed combined statement of operations for the fiscal year ended April 1, 2011.  As iSOFT’s fiscal year ended June 30, 2011 does not differ by more than 93 days from CSC’s fiscal year ended April 1, 2011, the Securities and Exchange Commission rules allow a combined presentation of these reporting periods for the purpose of pro forma financial information. Accordingly, in preparing the unaudited pro forma condensed combined financial information we have presented:

 

·                  an unaudited pro forma condensed combined balance sheet that combines (i) the historical consolidated balance sheet of CSC as of April 1, 2011 and the historical consolidated balance sheet of iSOFT as of June 30, 2011, reflecting the acquisition as if it had been consummated on April 1, 2011 and;

 

·                  an unaudited pro forma condensed combined statement of operations that combines the historical consolidated statement of operations of CSC for the fiscal year ended April 1, 2011 and the historical income statement of iSOFT for the fiscal year ended June 30, 2011 reflecting the acquisition as if it had been consummated on April 3, 2010.

 

In management’s opinion, the unaudited pro forma condensed combined financial statements reflect adjustments that are both necessary to present fairly the unaudited pro forma condensed combined statement of operations and the unaudited combined financial position of our business as of and for the period indicated and are reasonable given the information currently available.  Pro forma adjustments include the effects of events that are directly attributable to the acquisition and are factually supportable. Material non recurring profits and losses that result directly from the acquisition have not been included in the unaudited pro forma combined statement of operations.

 

The historical financial information of iSOFT has been extracted from the historical financial statements of iSOFT, included as an Exhibit to this form 8-K/A, which were prepared in accordance with  Australian Accounting Standards and Interpretations adopted by the Australian Accounting Standards Board (“AASB’s”) that comply with International Financial Reporting Standards and Interpretations adopted by the International Accounting Standards Board  (“IFRS”) which is a method of accounting different from accounting principles generally accepted in the United States of America (“US GAAP”).  Unaudited pro forma adjustments have been made to present the iSOFT AASB information under U.S. GAAP.  The basis for these adjustments is explained in the notes to the unaudited pro forma condensed combined financial statements.

 

iSOFT’s historical statement of operations was translated from Australian dollars (“AUD”) into U.S. dollars (“USD”) using the average foreign exchange rate prevailing during the period. iSOFT’s balance sheet as of June 30, 2011 was translated from Australian dollars into U.S. dollars using the foreign exchange rate at June 30, 2011.

 

The unaudited pro forma condensed combined financial statements were prepared to reflect the acquisition, which is accounted for as a purchase business combination. The unaudited pro forma adjustments are based on management’s preliminary estimates of the values of the tangible and intangible assets and liabilities acquired.  As a result, the actual adjustments, when finalized, may differ materially from those presented in the unaudited pro forma financial statements. There can be no assurance that a change in unaudited pro forma adjustments of the purchase price for the acquisition will not result in material changes to the information presented.

 

The financial information for CSC has been extracted without adjustment from its  historical audited consolidated balance sheet and statement of operations as of and for the fiscal year ended April 1, 2011 contained in the Company’s 2011 Annual Report on Form 10-K.

 

The unaudited pro forma condensed combined financial statements are for illustrative and informational purposes only and are not intended to represent what our results from operations or financial position would have been had the transaction been completed at the dates indicated.  It may be necessary to further reclassify iSOFT’s consolidated financial statements to conform to those classifications that are determined by the combined company to be most appropriate.  The unaudited pro forma condensed combined financial statements should not be considered indicative of our future results of operations or financial position.

 

This information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements, CSC’s historical financial statements and accompanying notes in its Annual Report on Form 10-K for the fiscal year ended April 1, 2011 and iSOFT’s historical financial statements and the accompanying notes that are included as an Exhibit in this Current Report on Form 8-K/A.

 

1



 

COMPUTER SCIENCES CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of April 1, 2011

($ in millions, except share data)

 

 

 

Historical

 

 

 

 

 

 

 

 

 

April 1, 2011

 

June 30, 2011

 

Pro-forma

 

 

 

Pro Forma

 

 

 

CSC

 

iSOFT

 

Adjustments

 

 

 

Combined

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,837

 

$

37

 

$

(200

)

A

 

$

1,389

 

 

 

 

 

 

 

(285

)

B

 

 

 

Receivables, net of allowance for doubtful accounts

 

3,719

 

148

 

(26

)

C

 

3,841

 

Prepaid expenses and other current assets

 

2,001

 

26

 

 

 

 

2,027

 

Total Current Assets

 

7,557

 

211

 

(511

)

 

 

7,257

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net of accumulated depreciation

 

2,496

 

20

 

 

 

 

2,516

 

Outsourcing contract costs, net of accumulated amortization

 

647

 

 

 

 

 

647

 

Software, net of accumulated amortization

 

562

 

34

 

73

 

D

 

669

 

Goodwill

 

4,038

 

134

 

117

 

E

 

4,289

 

Other intangible assets

 

 

182

 

(68

)

D

 

114

 

Other assets

 

820

 

40

 

 

 

 

 

860

 

Total intangible and other assets

 

8,563

 

410

 

122

 

 

 

9,095

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

16,120

 

$

621

 

$

(389

)

 

 

$

16,352

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

 

 

 

Short-term debt and current maturities of long-term debt

 

$

170

 

$

280

 

$

(280

)

B

 

$

170

 

Accounts payable

 

517

 

12

 

(5

)

C

 

524

 

Accrued payroll and related costs

 

817

 

23

 

 

 

 

840

 

Other accrued expenses

 

1,291

 

33

 

10

 

J

 

1,334

 

Deferred revenue

 

987

 

60

 

(6

)

G

 

1,041

 

Income taxes payable and deferred income taxes

 

396

 

17

 

 

 

 

 

413

 

Total current liabilities

 

4,178

 

425

 

(281

)

 

 

4,322

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt, net of current maturities

 

2,409

 

 

 

 

 

2,409

 

Income tax liabilities and deferred income taxes

 

511

 

54

 

16

 

H

 

581

 

Other long-term liabilities

 

1,462

 

25

 

3

 

F

 

1,490

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders equity

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, par value $1 per share; authorized 1,000,000 shares, none issued

 

 

 

 

 

 

 

Common stock, par value $1 per share; authorized 750,000,000 shares, issued 162,873,485

 

163

 

792

 

(792

)

I

 

163

 

Additional paid-in capital

 

2,120

 

 

 

 

 

2,120

 

Retained earnings

 

6,296

 

(675

)

675

 

I

 

6,286

 

 

 

 

 

 

 

(10

)

J

 

 

 

Accumulated other comprehensive loss

 

(690

)

 

 

 

 

(690

)

Less common stock in treasury, at cost

 

(385

)

 

 

 

 

(385

)

Total CSC stockholders' equity

 

7,504

 

117

 

(127

)

 

 

7,494

 

 

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interest in subsidiaries

 

56

 

 

 

 

 

56

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Equity

 

7,560

 

117

 

(127

)

 

 

7,550

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Liabilities and Equity

 

$

16,120

 

$

621

 

$

(389

)

 

 

$

16,352

 

 

See accompanying notes to unaudited pro forma condensed combined financial statements.

 

2



 

COMPUTER SCIENCES CORPORATION

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

For the fiscal year ended April 1, 2011

($ in millions, except per share data)

 

 

 

Historical

 

 

 

 

 

 

 

 

 

Fiscal year Ended

 

 

 

 

 

 

 

 

 

April 1, 2011

 

June 30, 2011

 

Pro-forma

 

 

 

Pro Forma

 

 

 

CSC

 

iSOFT

 

Adjustments

 

 

 

Combined

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

16,042

 

$

339

 

$

(86

)

K

 

$

16,246

 

 

 

 

 

 

 

(49

)

L

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs of services (excludes depreciation and amortization)

 

12,925

 

190

 

(20

)

K

 

13,066

 

 

 

 

 

 

 

(29

)

L

 

 

 

Selling, general and administrative

 

965

 

143

 

 

 

 

1,108

 

Depreciation and amortization

 

1,073

 

30

 

6

 

M

 

1,109

 

Goodwill and intangible impairment

 

 

68

 

(15

)

O

 

53

 

Interest expense

 

168

 

66

 

(58

)

N

 

176

 

Interest income

 

(37

)

(2

)

 

 

 

(39

)

Other (income) expense

 

(20

)

 

 

 

 

(20

)

Total costs and expenses

 

15,074

 

495

 

(116

)

 

 

15,453

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from continuing operations before taxes

 

968

 

(156

)

(19

)

 

 

793

 

 

 

 

 

 

 

 

 

 

 

 

 

Taxes on income

 

243

 

 

 

P

 

243

 

Income from continuing operations

 

$

725

 

$

(156

)

$

(19

)

 

 

$

550

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

4.57

 

 

 

 

 

 

 

$

3.57

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

Continuing operations

 

$

4.51

 

 

 

 

 

 

 

$

3.52

 

 

See accompanying notes to unaudited pro forma condensed combined financial statements.

 

3



 

COMPUTER SCIENCES CORPORATION

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

 

1.               Basis of Presentation

 

The unaudited pro forma condensed combined financial statements are based on the historical financial statements of Computer Sciences Corporation (“CSC”) and iSOFT Group Limited (“iSOFT”), after giving effect to the acquisition of iSOFT as if it occurred on April 3, 2010 for the unaudited pro forma condensed combined statement of operations, and April 1, 2011 for the unaudited pro forma condensed combined balance sheet. The historical consolidated financial information has been adjusted in the accompanying unaudited pro forma condensed combined financial statements to give effect to pro forma events that are (1) directly attributable to the transaction; (2) factually supportable; and (3) with respect to the unaudited pro forma condensed combined statement of operations, expected to have a continuing impact on the consolidated results and excluding nonrecurring charges directly attributable to the transaction.

 

The financial information of iSOFT was prepared in accordance with Australian Accounting Standards and Interpretations adopted by the Australian Accounting Standards Board (“AASB’s”) that comply with International Financial Reporting Standards and Interpretations adopted by the International Accounting Standards Board (“IFRS”) and in Australian dollars.

 

Adjustments have been made to the iSOFT information to present it in conformity with accounting principles generally accepted in the United States of America and in US dollars. The basis for these adjustments is explained in the notes to the unaudited pro forma condensed combined financial statements. The AUD amounts have been translated to USD amounts using the following exchange rates:

 

 

 

 

 

AUD/USD

Year-ended June 30, 2011

 

Monthly Average Spot Rate

 

0.98858

June 30, 2011

 

Period End Rate

 

1.05410

 

The unaudited pro forma condensed combined balance sheet has been adjusted to reflect the preliminary allocation of the purchase price to identifiable net assets acquired and the excess purchase price to goodwill. The purchase price allocation included within these unaudited pro forma condensed combined financial statements is based upon a purchase price consisting of cash of $200 million. The allocation of the estimated consideration to assets and liabilities assumed based on their estimated fair values as of June 30, 2011 is summarized below:

 

 

 

$ in millions

 

Tangible assets:

 

 

 

Cash and cash equivalents

 

$

37

 

Other current assets (excluding items specifically identified)

 

148

 

Non-current assets (excluding items specifically identified)

 

40

 

Property and equipment

 

20

 

Identifiable intangible assets:

 

 

 

Customer Relationships

 

111

 

Exisiting Technology

 

107

 

Tradenames/ Trademarks

 

3

 

 

 

 

 

Liabilities:

 

 

 

Current liabilities (excluding items specifically identified)

 

(80

)

Deferred revenue

 

(54

)

Non-current liabilities

 

(98

)

Long-term debt

 

(285

)

Total identifiable net assets acquired

 

(51

)

Goodwill

 

251

 

 

 

 

 

Total purchase price

 

$

200

 

 

2.               Reclassifications

 

Certain iSOFT balances were reclassified so their presentation would be consistent with CSC’s financial statement presentation. The most significant reclassification was in relation to the classification of expenses summarized below:

 

4



 

 

 

(in millions)

 

 

 

(in AUD)

 

(in USD)

 

As presented by iSOFT:

 

 

 

 

 

Expenses excluding finance costs, depreciation, amortization and impairment

 

$

338

 

$

333

 

 

 

 

 

 

 

In conformance with CSC's financial statement presentation:

 

 

 

 

 

Cost of services

 

193

 

190

 

Selling, general, and administrative

 

145

 

143

 

 

3.               Pro forma adjustments — Balance Sheet

 

A.           To reflect the cash consideration paid by CSC totaling $200 million for the outstanding common shares of iSOFT.

 

B.             To reflect the cash settlement paid by CSC for the extinguishment of all iSOFT debt, convertible notes and warrants.  Included in this amount is a $5 million fair value adjustment to increase the debt to its June 30, 2011 fair value.  At July 29, 2011 total debt acquired was $318 million, of which $298 million was paid off immediately in conjunction with the acquisition.

 

C.             To reduce iSOFT’s receivable of $26 million relating to services provided to CSC by iSOFT prior to the Acquisition, and to eliminate a payable of $5 million on CSC’s books that was payable to iSOFT.  The remaining $21 million relates to a receivable recorded by iSOFT under a subcontract with CSC. CSC did not consider it a liability due to ongoing contract negotiations with the end customer. Based on the nature of the item, the adjustment to eliminate this accounts receivable balance has been recognized in goodwill in conjunction with the acquisition accounting.

 

D.            To eliminate historical intangible assets of $216 million recorded by iSOFT and record the preliminary estimate of the intangibles assets at fair value on the date of acquisition of $221 million (customer relationships of $111 million, existing technology of $107 million and iSOFT tradename of $3 million).

 

E.              To eliminate iSOFT’s historical goodwill of $134 million and record preliminary goodwill of $251 million created from the acquisition of iSOFT, goodwill being the difference in fair value of consideration paid and the values assigned to the identifiable tangible and intangible assets acquired and liabilities assumed.

 

F.              To reflect a preliminary increase in the land, buildings, and leasehold improvements liability of $3 million related to unfavorable lease contracts.

 

G.             To adjust deferred revenue to the preliminary estimated fair value of $54 million based on the remaining future service obligation.

 

H.            To reflect the estimated impact to deferred taxes on the allocation of purchase price to acquired assets and liabilities. These estimates are based on an estimated prospective blended statutory rate of approximately 30% and could change based on the applicable tax rates and finalization of the combined company’s tax position.

 

I.                 To eliminate the historical equity and deficit accounts of iSOFT.

 

J.                To record accrued expenses of $9 million of transaction costs incurred by CSC in conjunction with CSC’s acquisition of all outstanding shares of iSOFT and $1 million for stay bonuses for 9 key executives of iSOFT.  This one time charge has not been presented as a pro forma adjustment in the unaudited condensed combined statement of operations.

 

4.               Pro-Forma Adjustments — Statement of Operations

 

K.            To reduce revenue by $86 million and related costs of $20 million for differences in accounting for revenue under US GAAP and IFRS related to software and other deliverables in multiple element arrangements that were determined not to have vendor specific objective evidence (“VSOE”) for undelivered elements of the arrangements as well as the impact of revaluing deferred revenue at the beginning of the period presented.

 

5



 

L.              To eliminate intercompany revenues of $49 million and related costs of sales of $29 million for the fiscal year ended April 1, 2011 as if the acquisition occurred as of the beginning of the fiscal year.  These transactions relate to services iSOFT performed on behalf of CSC as part of a subcontracting agreement.

 

M.         To reflect $6 million of additional amortization expense related to the estimated fair value of acquired intangible assets totaling $221 million less amortization on previous intangibles which have been eliminated. Amortization expense is calculated utilizing the straight line method and is expensed over a period ranging from 1 to 13 years (expected useful lives). The recorded intangible assets consisted of trade names, customer relationships, and technology.

 

 

 

Estimated
Fair Value

 

Estimated
Useful Life

 

Amortization
Expense

 

Customer Relationships

 

$

111

 

10 - 13 years

 

$

10

 

Existing Technology

 

107

 

5-11 years

 

14

 

Tradenames/ Trademarks

 

3

 

1 year

 

4

 

 

 

 

 

 

 

 

 

 

 

$

221

 

 

 

$

28

 

 

 

N.            To eliminate interest expense of $58 million to give effect to CSC’s payment of all outstanding iSOFT debt and convertible notes as part of the acquisition.

 

O.            To reflect a difference between IFRS and U.S. GAAP impairment models for goodwill and long lived assets. This difference in accounting treatment results in a $1 million increase in goodwill impairment and a $16 million reduction in software impairment.

 

P.              The pro forma combined provision for income taxes does not reflect the amounts that would have resulted had CSC and iSOFT filed consolidated income tax returns during the period presented.  iSOFT received no benefit from its losses for tax purposes historically, as such, no adjustment was recorded in the pro forma adjustments.

 

6