AMD 1996 Annual Report Download - page 226

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 29, 1996, December 31, 1995 and December 25, 1994
NOTE 1. NATURE OF OPERATIONS
AMD is a semiconductor manufacturer with manufacturing facilities in the U.S.
and Asia and sales offices throughout the world. The Company's products include
a wide variety of industry-standard integrated circuits (ICs) which are used in
many diverse product applications such as telecommunications equipment, data and
network communications equipment, consumer electronics, personal computers (PCs)
and workstations.
NOTE 2. BUSINESS COMBINATION
On January 17, 1996, the Company acquired NexGen, Inc. (NexGen) in a tax-free
reorganization in which NexGen was merged directly into the Company. At the date
of the merger, the Company reserved approximately 33.6 million total shares to
be exchanged, which represented eight-tenths (0.8) of a share of the common
stock of AMD for each share of the common stock of NexGen outstanding or subject
to an assumed warrant or option. The merger has been accounted for under the
pooling-of-interests method. The Consolidated Financial Statements have been
prepared to give retroactive effect to the merger of NexGen with and into AMD on
January 17, 1996.
Prior to its merger with AMD, NexGen reported on a fiscal year ending June 30.
In the accompanying Consolidated Financial Statements and the Notes thereto,
NexGen, Inc.'s financial position and operating results as of and for the year
ended June 30, 1995 have been combined with the Company's financial position and
operating results as of and for the year ended December 25, 1994. NexGen, Inc.'s
financial position and operating results for 1995, which were restated to a
December 31, 1995 year-end, have been combined with the Company's financial
position and operating results as of and for the year ended December 31, 1995.
Accordingly, NexGen, Inc.'s operating results for the six months ended June 30,
1995 were duplicated in each of the years ended December 25, 1994 and December
31, 1995. NexGen, Inc.'s revenues and net loss for that six-month period were
approximately $20 million and $34 million, respectively. Consolidated
stockholders' equity was reduced by approximately $54 million, which represents
NexGen, Inc.'s net stockholders' equity activity for the six months ended June
30, 1995 in order to eliminate the duplication of stockholders' equity activity
during that period. As a result of the combination of NexGen, Inc.'s financial
position as of June 30, 1995 with the financial position of AMD as of December
25, 1994, the beginning cash and cash equivalents balance in 1995 in the
accompanying 1996 Consolidated Statements of Cash Flows does not equal the
December 25, 1994 cash and cash equivalents balance.
A reconciliation of net sales, net income (loss), and net income per common
share of the Company, as previously reported, NexGen and combined, including the
NexGen income tax benefit, is as follows:
(Thousands except per share amounts) 1995 1994
---------- ----------
Net Sales:
AMD, as previously reported $2,429,724 $2,134,659
NexGen 38,655 20,794
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Combined $2,468,379 $2,155,453
========== ==========
Net Income (Loss):
AMD, as previously reported $ 300,521 $ 305,266
NexGen (126,727) (45,795)
NexGen income tax benefit 42,532 11,471
---------- ----------
Combined $ 216,326 $ 270,942
========== ==========
Net Income Per Common Share (Primary):
AMD, as previously reported $ 2.85 $ 3.02
========== ==========
Combined $ 1.59 $ 2.06
========== ==========
Net Income Per Common Share (Fully Diluted):
AMD, as previously reported $ 2.81 $ 2.92
========== ==========
Combined $ 1.57 $ 2.02
========== ==========
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997