Close

Form 8-K KLA TENCOR CORP For: Jan 22

FREE Breaking News Alerts from StreetInsider.com!

E-mail Address

StreetInsider.com Top Tickers, 4/19/2024

1. NFLX
2. TSM
3. ISRG
4. INFY
5. SNV
6. TSLA
7. SMCI
8. SPY
9. SLB
10. PPG


January 22, 2015 4:21 PM EST


UNITED STATES
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
Date of Report (Date of earliest event reported): January 22, 2015

KLA-TENCOR CORPORATION
(Exact name of registrant as specified in its charter)
�
�
�
Delaware
000-09992
04-2564110
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
�
One Technology Drive, Milpitas, California
95035
(Address of principal executive offices)
(Zip Code)
�
�
Registrants telephone number, including area code: (408) 875-3000
�
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
�

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
�
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
�
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
�
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item�2.02
Results of Operations and Financial Condition.
On January 22, 2015, KLA-Tencor Corporation issued a press release announcing selected operating results for its second quarter of fiscal year 2015. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item�2.02 of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed filed for purposes of Section�18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
�
Item�9.01
Financial Statements and Exhibits.
(d)
Exhibits
The following exhibit is furnished herewith:
�
�
�
�
Exhibit�No.
��
Description
�
�
99.1
��
Text of press release issued by KLA-Tencor Corporation dated January 22, 2015





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
�
�
�
�
�
�
�
�
�
�
�
�
�
KLA-TENCOR CORPORATION
�
�
�
�
�
Date: January 22, 2015
�
�
�
By:
�
/s/ BRIAN�M. MARTIN
�
�
�
�
�
Name:
�
Brian M. Martin
�
�
�
�
�
Title:
�
Executive Vice President and General Counsel




EXHIBIT INDEX
�
�
�
�
Exhibit�No.
��
Description
�
�
99.1
��
Text of press release issued by KLA-Tencor Corporation dated January 22, 2015





FOR IMMEDIATE RELEASE
Investor Relations:
�
Media Relations:
Ed Lockwood
�
Meggan Powers
Sr. Director, Investor Relations
�
Sr. Director, Corporate Communications
(408) 875-9529
�
(408) 875-8733
[email protected]����
�

KLA-TENCOR REPORTS FISCAL 2015 SECOND QUARTER RESULTS
MILPITAS, Calif., January�22, 2015 - KLA-Tencor Corporation (NASDAQ: KLAC) today announced operating results for its second quarter of fiscal year 2015, which ended on December�31, 2014, and reported GAAP net income of $20 million and GAAP earnings per diluted share of $0.12 on revenues of $676 million.
We are pleased with the Companys performance in the second quarter, commented Rick Wallace, President and Chief Executive Officer of KLA-Tencor. Continued market leadership and good execution led to revenue growth and strong gross margins in the period.
GAAP Results
�
Q2 FY 2015
Q1 FY 2015
Q2 FY 2014
Revenues
$676 million
$643 million
$705 million
Net Income
$20 million
$72 million
$139 million
Earnings per Diluted Share
$0.12
$0.43
$0.83
�
�
�
�
Non-GAAP Results
�
Q2 FY 2015
Q1 FY 2015
Q2 FY 2014
Net Income
$113 million
$79 million
$143 million
Earnings per Diluted Share
$0.68
$0.47
$0.85
A reconciliation between GAAP operating results and non-GAAP operating results is provided following the financial statements that are part of this release. Non-GAAP results include the impact of stock-based compensation, but exclude the impact of acquisitions, restructuring, severance and other charges and debt extinguishment loss and recapitalization charges.
KLA-Tencor will discuss the results for its fiscal year 2015 second quarter, along with its outlook, on a conference call today beginning at 2:00 p.m. Pacific Standard Time. A webcast of the call will be available at: www.kla-tencor.com.
Forward-Looking Statements: Statements in this press release other than historical facts, such as statements regarding KLA-Tencors ability to benefit from its market leadership position, are forward-looking statements, and are subject to the Safe Harbor provisions created by the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current information and expectations, and involve a number of risks and uncertainties. Actual results may differ materially from those projected in such statements due to various factors, including but not limited to: the demand for semiconductors; the financial condition of the global capital markets and the general macroeconomic environment; new and enhanced product and technology offerings by competitors; cancellation of orders by customers; the ability of KLA-Tencors research and development teams to successfully innovate and develop technologies and products that are responsive to customer demands; KLA-Tencors ability to successfully manage its costs; market acceptance of the companys existing and newly issued products; and changing customer demands. For other factors that may cause actual results to differ materially from those projected and anticipated in forward-looking statements in this release, please refer to KLA-Tencors Annual Report on Form 10-K for the year ended June�30, 2014, subsequently filed Quarterly Reports on Form 10-Q and other filings with the Securities and Exchange Commission (including, but not limited to, the risk factors described therein). KLA-Tencor assumes no obligation to, and does not currently intend to, update these forward-looking statements.

1


About KLA-Tencor:
KLA-Tencor Corporation (NASDAQ: KLAC), a leading provider of process control and yield management solutions, partners with customers around the world to develop state-of-the-art inspection and metrology technologies. These technologies serve the semiconductor, LED and other related nanoelectronics industries.�With a portfolio of industry-standard products and a team of world-class engineers and scientists, the company has created superior solutions for its customers for more than 35 years. Headquartered in Milpitas, California, KLA-Tencor has dedicated customer operations and service centers around the world. Additional information may be found at www.kla-tencor.com. (KLAC-F)
Use of Non-GAAP Financial Information:
The non-GAAP and supplemental information provided in this press release is a supplement to, and not a substitute for, KLA-Tencors financial results presented in accordance with United States GAAP.
To supplement KLA-Tencors condensed consolidated financial statements presented in accordance with GAAP, the company provides certain non-GAAP financial information, which is adjusted from results based on GAAP to exclude certain costs and expenses, as well as other supplemental information. The non-GAAP and supplemental information is provided to enhance the users overall understanding of KLA-Tencors operating performance and its prospects in the future. Specifically, KLA-Tencor believes that the non-GAAP information provides useful measures to both management and investors regarding financial and business trends relating to KLA-Tencors financial performance by excluding certain costs and expenses that the company believes are not indicative of its core operating results. The non-GAAP information is among the budgeting and planning tools that management uses for future forecasting. However, because there are no standardized or generally accepted definitions for most non-GAAP financial metrics, definitions of non-GAAP financial metrics (for example, determining which costs and expenses to exclude when calculating such a metric) are inherently subject to significant discretion. As a result, non-GAAP financial metrics may be defined very differently from company to company, or even from period to period within the same company, which can potentially limit the usefulness of such information to an investor. The presentation of non-GAAP and supplemental information is not meant to be considered in isolation or as a substitute for results prepared and presented in accordance with United States GAAP.

2



KLA-Tencor Corporation
�
�
�
Condensed Consolidated Unaudited Balance Sheets
�
�
�
�
�
�
�
�
�
�
�
(In thousands)
December�31, 2014
�
June�30, 2014
ASSETS
�
�
�
Cash, cash equivalents and marketable securities
$
2,366,833

�
$
3,152,637

Accounts receivable, net
632,089

�
492,863

Inventories
662,799

�
656,457

Other current assets
384,527

�
284,873

Land, property and equipment, net
323,353

�
330,263

Goodwill
335,273

�
335,355

Purchased intangibles, net
19,551

�
27,697

Other non-current assets
262,941

�
258,519

Total assets
$
4,987,366

�
$
5,538,664

LIABILITIES AND STOCKHOLDERS EQUITY
�
�
�
Current liabilities:
�
�
�
Accounts payable
$
108,307

�
$
103,422

Deferred system profit
168,086

�
147,923

Unearned revenue
64,257

�
59,176

Current portion of long-term debt
37,500

�


Other current liabilities
564,190

�
585,090

Total current liabilities
942,340

�
895,611

Non-current liabilities:
�
�
�
Long-term debt
3,208,571

�
747,919

Unearned revenue
54,900

�
57,500

Other non-current liabilities
179,416

�
168,288

Total liabilities
4,385,227

�
1,869,318

Stockholders equity:
�
�
�
Common stock and capital in excess of par value
613,122

�
1,220,504

Retained earnings
24,770

�
2,479,113

Accumulated other comprehensive income (loss)
(35,753
)
�
(30,271
)
Total stockholders equity
602,139

�
3,669,346

Total liabilities and stockholders equity
$
4,987,366

�
$
5,538,664



3


�
KLA-Tencor Corporation
�
�
�
�
�
�
�
Condensed Consolidated Unaudited Statements of Operations
�
�
�
�
�
�
�
�
�
�
�
�
Three months ended December 31,
�
Six months ended December 31,
(In thousands, except per share data)
2014
�
2013
�
2014
�
2013
Revenues:
�
�
�
�
�
�
�
Product
$
503,884

�
$
544,183

�
$
980,482

�
$
1,045,923

Service
172,473

�
160,946

�
338,776

�
317,543

Total revenues
676,357

�
705,129

�
1,319,258

�
1,363,466

Costs and operating expenses:
�
�
�
�
�
�
�
Costs of revenues
283,213

�
285,814

�
571,680

�
563,471

Engineering, research and development
133,557

�
134,587

�
277,194

�
266,860

Selling, general and administrative
104,873

�
96,746

�
206,517

�
195,242

Total costs and operating expenses
521,643

�
517,147

�
1,055,391

�
1,025,573

Income from operations
154,714

�
187,982

�
263,867

�
337,893

Interest expense and other, net
29,313

�
11,237

�
39,459

�
21,284

Loss on extinguishment of debt and other, net
131,669

�


�
131,669

�


Income (loss) before income taxes
(6,268
)
�
176,745

�
92,739

�
316,609

Provision for (benefit from) income taxes
(26,536
)
�
37,499

�
238

�
66,166

Net income
$
20,268

�
$
139,246

�
$
92,501

�
$
250,443

Net income per share:
�
�
�
�
�
�
�
Basic
$
0.12

�
$
0.84

�
$
0.56

�
$
1.51

Diluted
$
0.12

�
$
0.83

�
$
0.56

�
$
1.49

Cash dividends declared per share (including a special
���cash dividend of $16.50 per share declared during the
���three months ended December 31, 2014)
$
17.00

�
$
0.45

�
$
17.50

�
$
0.90

Weighted-average number of shares:
�
�
�
�
�
�
�
Basic
164,036

�
166,414

�
164,440

�
166,150

Diluted
165,317

�
168,206

�
165,950

�
168,478



4


KLA-Tencor Corporation
Condensed Consolidated Unaudited Statements of Cash Flows

�
Three months ended
December 31,
(In thousands)
2014
�
2013
Cash flows from operating activities:
�
�
�
Net income
$
20,268

�
$
139,246

Adjustments to reconcile net income to net cash provided by operating activities:
�
�
�
Depreciation and amortization
18,901

�
19,811

Asset impairment charges


�
1,374

Loss on extinguishment of debt and other, net
131,669

�


Non-cash stock-based compensation expense
14,848

�
14,870

Excess tax benefit from equity awards
(565
)
�
(925
)
Net gain on sale of marketable securities and other investments
(281
)
�
(1,213
)
Changes in assets and liabilities:
�
�
�
Increase in accounts receivable, net
(200,282
)
�
(136,562
)
Decrease (increase) in inventories
10,702

�
(2,938
)
Increase in other assets
(79,856
)
�
(30,567
)
Increase in accounts payable
478

�
26,997

Increase in deferred system profit
79,285

�
77,672

Increase in other liabilities
15,917

�
7,506

Net cash provided by operating activities
11,084

�
115,271

Cash flows from investing activities:
�
�
�
Capital expenditures, net
(12,783
)
�
(14,465
)
Purchase of available-for-sale securities
(469,416
)
�
(448,777
)
Proceeds from sale of available-for-sale securities
709,123

�
317,034

Proceeds from maturity of available-for-sale securities
248,035

�
18,831

Purchase of trading securities
(16,999
)
�
(11,256
)
Proceeds from sale of trading securities
17,807

�
12,513

Net cash provided by (used in) investing activities
475,767

�
(126,120
)
Cash flows from financing activities:
�
�
�
Proceeds from issuance of debt, net of issuance costs
3,224,906

�


Repayment of debt
(877,367
)
�


Issuance of common stock
24,726

�
37,719

Tax withholding payments related to vested and released restricted stock units
(632
)
�
(945
)
Common stock repurchases
(141,521
)
�
(60,302
)
Payment of dividends to stockholders
(2,796,739
)
�
(74,983
)
Excess tax benefit from equity awards
565

�
925

Net cash used in financing activities
(566,062
)
�
(97,586
)
Effect of exchange rate changes on cash and cash equivalents
(5,607
)
�
(3,132
)
Net decrease in cash and cash equivalents
(84,818
)
�
(111,567
)
Cash and cash equivalents at beginning of period
669,683

�
904,949

Cash and cash equivalents at end of period
$
584,865

�
$
793,382

Supplemental cash flow disclosures:
�
�
�
Income taxes paid, net
$
37,368

�
$
48,189

Interest paid
$
33,092

�
$
26,084

Non-cash activities:
�
�
�
Purchase of land, property and equipment - investing activities
$
3,962

�
$
5,923

Dividends payable - financing activities
$
42,829

�
$



5


KLA-Tencor Corporation
Condensed Consolidated Unaudited Supplemental Information
(In thousands, except per share data)
Reconciliation of GAAP�Net Income to Non-GAAP�Net Income
�
�
Three months ended
�
Six months ended
�
�
December�31, 2014
�
September�30, 2014
�
December�31, 2013
�
December�31, 2014
�
December�31, 2013
GAAP net income
�
$
20,268

�
$
72,233

�
$
139,246

�
$
92,501

�
$
250,443

Adjustments to reconcile GAAP net income to non-GAAP net income
�
�
�
�
�
�
�
�
�
�
Acquisition related charges
a
3,832

�
3,998

�
3,599

�
7,830

�
7,768

Restructuring, severance and other related charges
b
3,299

�
4,057

�
2,002

�
7,356

�
3,239

Debt extinguishment loss and recapitalization charges
c
134,147

�


�


�
134,147

�


Income tax effect of non-GAAP adjustments
d
(48,720
)
�
(1,539
)
�
(1,777
)
�
(50,259
)
�
(3,449
)
Non-GAAP net income
�
$
112,826

�
$
78,749

�
$
143,070

�
$
191,575

�
$
258,001

GAAP net income per diluted share
�
$
0.12

�
$
0.43

�
$
0.83

�
$
0.56

�
$
1.49

Non-GAAP net income per diluted share
�
$
0.68

�
$
0.47

�
$
0.85

�
$
1.15

�
$
1.53

Shares used in diluted shares calculation
�
165,317

�
166,580

�
168,206

�
165,950

�
168,478

Pre-tax impact of items included in Condensed Consolidated Unaudited Statements of Operations
�
Acquisition related charges
�
Restructuring, severance and other related charges
�
Debt extinguishment loss and recapitalization charges
�
Total pre-tax GAAP to non-GAAP adjustments
Three months ended December 31, 2014
�
�
�
�
�
�
�
Costs of revenues
$
2,577

�
$


�
$


�
$
2,577

Engineering, research and development
700

�
1,289

�


�
1,989

Selling, general and administrative
555

�
2,010

�
2,478

�
5,043

Loss on extinguishment of debt and other, net


�


�
131,669

�
131,669

Total in three months ended December 31, 2014
$
3,832

�
$
3,299

�
$
134,147

�
$
141,278

Three months ended September 30, 2014
�
�
�
�
�
�
�
Costs of revenues
$
2,577

�
$
355

�
$


�
$
2,932

Engineering, research and development
700

�
2,933

�


�
3,633

Selling, general and administrative
721

�
769

�


�
1,490

Total in three months ended September 30, 2014
$
3,998

�
$
4,057

�
$


�
$
8,055

Three months ended December 31, 2013
�
�
�
�
�
�
�
Costs of revenues
$
1,921

�
$
469

�
$


�
$
2,390

Engineering, research and development
836

�
1,132

�


�
1,968

Selling, general and administrative
842

�
401

�


�
1,243

Total in three months ended December 31, 2013
$
3,599

�
$
2,002

�
$


�
$
5,601


6


To supplement our condensed consolidated financial statements presented in accordance with GAAP, we provide certain non-GAAP financial information, which is adjusted from results based on GAAP to exclude certain costs and expenses, as well as other supplemental information. The non-GAAP and supplemental information is provided to enhance the users overall understanding of our operating performance and our prospects in the future. Specifically, we believe that the non-GAAP information provides useful measures to both management and investors regarding financial and business trends relating to our financial performance by excluding certain costs and expenses that we believe are not indicative of our core operating results. The non-GAAP information is among the budgeting and planning tools that management uses for future forecasting. However, because there are no standardized or generally accepted definitions for most non-GAAP financial metrics, definitions of non-GAAP financial metrics (for example, determining which costs and expenses to exclude when calculating such a metric) are inherently subject to significant discretion. As a result, non-GAAP financial metrics may be defined very differently from company to company, or even from period to period within the same company, which can potentially limit the usefulness of such information to an investor. The presentation of non-GAAP and supplemental information is not meant to be considered in isolation or as a substitute for results prepared and presented in accordance with United States GAAP.
a.
Acquisition related charges includes amortization of intangible assets associated with acquisitions. Management believes that the expense associated with the amortization of acquisition related intangible assets are appropriate to be excluded because a significant portion of the purchase price for acquisitions may be allocated to intangible assets that have short lives, and exclusion of these expenses allows comparisons of operating results that are consistent over time for both KLA-Tencors newly acquired and long-held businesses. Management believes excluding these items helps investors compare our operating performance with our results in prior periods as well as with the performance of other companies.
b.
Restructuring, severance and other related charges include costs associated with employee severance and other exit costs. Management believes excluding these items helps investors compare our operating performance with our results in prior periods as well as with the performance of other companies.
c.
Debt extinguishment loss and recapitalization charges include a pre-tax loss on early extinguishment of debt related to the 6.900% Senior Notes due in 2018, net and certain other expenses incurred in connection with the leveraged recapitalization plan which was completed in the second quarter of fiscal year ending June 30, 2015. Management believes that it is appropriate to exclude these items as they are not indicative of ongoing operating results and therefore limit comparability and excluding these items helps investors compare our operating performance with our results in prior periods as well as with the performance of other companies.
d.
Income tax effect of non-GAAP adjustments includes the income tax effects of the excluded items noted above. Management believes that it is appropriate to exclude the tax effects of the items noted above in order to present a more meaningful measure of non-GAAP net income.




7

Serious News for Serious Traders! Try StreetInsider.com Premium Free!

You May Also Be Interested In





Related Categories

SEC Filings