Form 8-K Keysight Technologies, For: Feb 21

February 21, 2019 4:11 PM
 
 
 






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): February 21, 2019
 
KEYSIGHT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
 
001-36334
 
46-4254555
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
1400 Fountaingrove Parkway Santa Rosa CA
 
95403
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code (800) 829-4444
 
 
(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:
 
o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o






 
 
 



Item 2.02.              Results of Operations and Financial Condition.
 
The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
 
On February 21, 2019, Keysight Technologies, Inc. (the “Company”) issued its press release announcing financial results for the first fiscal quarter ended January 31, 2019. A copy of this press release is attached hereto as Exhibit 99.1.
 
We provide non-GAAP financial information in order to provide meaningful supplemental information regarding our operational performance and to enhance our investors’ overall understanding of our core current financial performance and our prospects for the future. We believe that our investors benefit from seeing our results “through the eyes” of management in addition to the GAAP presentation. Management measures segment and enterprise performance using measures such as those that are disclosed in this release. This information is used to facilitate management’s internal comparisons to the Company’s historical operating results, comparisons to competitors’ operating results and guidance provided to investors. Non-GAAP information allows for greater transparency to supplemental information used by management in its financial and operations decision making. We believe that the inclusion of comparative numbers provides consistency in our financial reporting.
 
This information is not in accordance with, or an alternative for, generally accepted accounting principles in the United States. It excludes items, such as amortization of acquisition-related balances, share-based compensation, acquisition and integration costs, Northern California wildfire-related costs and others, that may have a material effect on the Company’s expenses and income from operations calculated in accordance with GAAP. Management monitors these items to ensure that expenses are in line with expectations and that our GAAP results are correctly stated but does not use them to measure the ongoing operating performance of the Company. The non-GAAP information we provide may be different from the non-GAAP information provided by other companies.
 
Additional explanation of non-GAAP information is provided in Exhibit 99.1.


Item 9.01.              Financial Statements and Exhibits.
 
(d) Exhibits
 
The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended:
 
Exhibit No.
 
Description
 
 
 
 


2

 
 
 



SIGNATURE
 
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.
 
 
 
KEYSIGHT TECHNOLOGIES, INC.
 
 
 
 
 
By:
/s/ Jeffrey K. Li
 
Name:
Jeffrey K. Li
 
Title:
Vice President, Assistant General Counsel and
 
 
Assistant Secretary
 
 
 
 
Date: February 21, 2019
 






3

 
 
 


EXHIBIT INDEX
 
Exhibit No.
 
Description
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


4

 
 
 


Exhibit 99.1


Keysight Technologies Reports First Quarter 2019 Results
Record First Quarter GAAP Revenue of $1B Grew 20 Percent
GAAP Earnings Per Diluted Share Grew 21 Percent

SANTA ROSA, Calif., Feb. 21, 2019 - Keysight Technologies, Inc. (NYSE: KEYS) today reported financial results for the first fiscal quarter of 2019 ended Jan. 31, 2019.

“Keysight delivered an outstanding first quarter with both revenue and earnings exceeding the high-end of our guidance. Revenue grew 20 percent on a GAAP and non-GAAP core basis to surpass $1.0 billion, while GAAP and non-GAAP earnings grew 21 and 81 percent respectively. We continue to see broad-based momentum across multiple end markets with our differentiated solutions. Given our strategic positioning in key areas of the market, we believe we are well-positioned to continue to build on our success and expand our leadership,” said Ron Nersesian, Keysight president and CEO.

First Quarter Financial Summary
GAAP revenue grew 20 percent to reach $1,006 million, when compared with $837 million last year. Non-GAAP revenue, which excludes the impact of fair value adjustments to acquisition-related deferred revenue balances, grew 18 percent to reach $1,009 million. Non-GAAP core revenue, which also excludes the impact of foreign currency changes and revenue associated with businesses acquired or divested within the last twelve months, increased 20 percent.
GAAP net income was $114 million, or $0.60 per share, compared with GAAP net income of $94 million, or $0.50 per share, in the first quarter of 2018.
Non-GAAP net income was $176 million, or $0.93 per share, compared with $97 million, or $0.51 per share in the first quarter of 2018.
As of January 31, 2019, cash and cash equivalents totaled $1,098 million.

Reporting Segments
As previously announced, Keysight recently completed an organizational change to align its services business with its customers and end markets. With this change, services, which was previously reported as Services Solutions Group (SSG), is now reported in the segment in which the services are delivered. Keysight reports results for three operating segments: Communications Solutions Group (CSG), Electronic Industrial Solutions Group (EISG) and Ixia Solutions Group (ISG). Additional information regarding Keysight’s new reporting segments and prior period results are available on the company’s website at investor.keysight.com.
Communications Solutions Group (CSG)
CSG reported revenue of $623 million in the first quarter, up 25 percent, driven by demand for 5G R&D across the wireless ecosystem, data center related next-generation 400GbE digital test and aerospace, defense and government.
Electronic Industrial Solutions Group (EISG)
EISG revenue grew 13 percent in the first quarter to $257 million, driven by strength in automotive and emerging IoT applications, while the semiconductor market moderated as expected.
Ixia Solutions Group (ISG)
ISG revenue was $129 million in the first quarter, compared with $127 million in the prior year first quarter, driven by network visibility solutions, while test revenue remained inline with last year.




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Outlook
Keysight’s second fiscal quarter of 2019 GAAP revenue is expected to be in the range of $1,057 million to $1,077 million and non-GAAP revenue for the second fiscal quarter of 2019 is expected to be in the range of $1,060 million to $1,080 million.
Non-GAAP earnings per share for the second fiscal quarter of 2019 are expected to be in the range of $0.93 to $0.99, which exclude items that pertain to future events and are not currently estimable with a reasonable degree of accuracy. Therefore, no reconciliation to GAAP amounts has been provided. Further information is discussed in the section titled “Use of Non-GAAP Financial Measures” below.

Webcast
Keysight’s management will present more details about its first quarter FY2019 financial results and its second quarter FY2019 outlook on a conference call with investors today at 1:30 p.m. PT. This event will be webcast in listen-only mode. Listeners may log on to the call at www.investor.keysight.com under the “Upcoming Events” section and select “ Q1 2019 Keysight Technologies Inc. Earnings Conference Call” to participate or dial +1 833-245-9654 (U.S. only) or +1 647-689-4226 (International) and enter passcode 8679259.
The webcast will remain on the company site for 90 days. A telephone replay of the conference call will be available at approximately 4:30 p.m. PT after the call and remain available for one week. The replay may be accessed by dialing +1 800-585-8367 (or +1 416-621-4642 from outside the U.S.) and entering passcode 8679259.

Forward-Looking Statements
This communication contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein. These forward-looking statements involve risks and uncertainties that could significantly affect the expected results and are based on certain key assumptions of Keysight’s management and on currently available information. Due to such uncertainties and risks, no assurances can be given that such expectations or assumptions will prove to have been correct, and readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Keysight undertakes no responsibility to publicly update or revise any forward-looking statement. The forward-looking statements contained herein include, but are not limited to, information and future guidance on the company’s goals, priorities, revenues, demand, financial condition, earnings, the continued strengths and expected growth of the markets the company sells into, operations, operating earnings, and tax rates that involve risks and uncertainties that could cause Keysight’s results to differ materially from management’s current expectations. Such risks and uncertainties include, but are not limited to, changes in the demand for current and new products, technologies, and services; customer purchasing decisions and timing, and the risk that we are not able to realize the savings or benefits expected from integration or restructuring activities. The words “estimate,” “expect,” “intend,” “will,” “should,” “forecast,” and similar expressions, as they relate to the company, are intended to identify forward-looking statements.
In addition to the risks above, other risks that Keysight faces include those detailed in Keysight’s filings with the Securities and Exchange Commission, including our Form 10-K for the fiscal year ended Oct. 31, 2018.

Segment Data
Segment data reflects the results of our reportable segments under our management reporting system. Segment revenue and income from operations are consistent with the respective non-GAAP measures as explained below and in the attached supplemental schedules. Segment data are provided on page 5 of the attached tables.


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Use of Non-GAAP Financial Measures
In addition to financial information prepared in accordance with U.S. GAAP (“GAAP”), this document also contains certain non-GAAP financial measures based on management’s view of performance, including:
Non-GAAP Revenue
Non-GAAP Core Revenue
Non-GAAP Net Income
Non-GAAP Net Income per share
Income per share is based on weighted average diluted share count. See the attached supplemental schedules for reconciliations of each non-GAAP financial measure to its most directly comparable GAAP financial measure for the three months ended January 31, 2019 and for projected non-GAAP revenue amounts for the three months ended April 30, 2019. Following the reconciliations is a discussion of the items adjusted from our non-GAAP financial measures and the company’s reasons for including or excluding certain categories of income or expenses from our non-GAAP results.

About Keysight Technologies
Keysight Technologies, Inc. (NYSE: KEYS) is a leading technology company that helps enterprises, service providers, and governments accelerate innovation to connect and secure the world. Keysight's solutions optimize networks and bring electronic products to market faster and at a lower cost with offerings from design simulation, to prototype validation, to manufacturing test, to optimization in networks and cloud environments. Customers span the worldwide communications ecosystem, aerospace and defense, automotive, energy, semiconductor and general electronics end markets. Keysight generated revenues of $3.9B in fiscal year 2018. More information is available at www.keysight.com.
# # #

Additional information about Keysight Technologies is available in the newsroom at www.keysight.com/go/news and on FacebookGoogle+LinkedInTwitter and YouTube.

EDITORIAL CONTACT:
Denise Idone
+ 1 631-849-3500
denise.idone@keysight.com
INVESTOR CONTACT:
Jason Kary
+1 707-577-6916
jason.kary@keysight.com
Source: IR-KEYS


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KEYSIGHT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In millions, except per share amounts)
(Unaudited)
PRELIMINARY
 
 
 
 
 
 
 
 
 
 
 
 
 
Three months ended
 
 
 
January 31,
 
Percent
 
2019
 
2018(a)
 
Inc/(Dec)
 
 
 
 
 
 
Orders
$
1,016

 
$
964

 
5%
 
 
 
 
 
 
Net revenue
$
1,006

 
$
837

 
20%
 
 
 
 
 
 
Costs and expenses:
 
 
 
 
 
Cost of products and services
428

 
412

 
4%
Research and development
173

 
150

 
16%
Selling, general and administrative
288

 
295

 
(2)%
Other operating expense (income), net
(4
)
 
(3
)
 
27%
Total costs and expenses
885

 
854

 
4%
 
 
 
 
 
 
Income (loss) from operations
121

 
(17
)
 
 
 
 
 
 
 
Interest income
4

 
3

 
63%
Interest expense
(20
)
 
(22
)
 
(9)%
Other income (expense), net
15

 
13

 
13%
 
 
 
 
 
 
Income (loss) before taxes
120

 
(23
)
 
 
 
 
 
 
 
Provision (benefit) for income taxes
6

 
(117
)
 
 
 
 
 
 
 
Net income
$
114

 
$
94

 
22%
 
 
 
 
 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
Basic
$
0.61

 
$
0.50

 
 
Diluted
$
0.60

 
$
0.50

 
 
 
 
 
 
 
 
Weighted average shares used in computing net income per share:
Basic
187

 
187

 
 
Diluted
190

 
189

 
 

(a) Restated to include the impact of adoption of ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, on November 1, 2018. There is no impact to net income or net income per share.

1




KEYSIGHT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(In millions, except par value and share amounts)
PRELIMINARY
 
 
 
 
 
January 31,
 
October 31,
 
2019
 
2018
 
(unaudited)
 
 
ASSETS
 
 
 
 
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
1,098

 
$
913

Accounts receivable, net
580

 
624

Inventory
641

 
619

Other current assets
225

 
222

Total current assets
2,544

 
2,378

 
 
 
 
Property, plant and equipment, net
558

 
555

Goodwill
1,181

 
1,171

Other intangible assets, net
594

 
645

Long-term investments
52

 
46

Long-term deferred tax assets
741

 
750

Other assets
308

 
279

Total assets
$
5,978

 
$
5,824

 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
Current liabilities:
 
 
 
Short-term debt
$
499

 
$
499

Accounts payable
222

 
242

Employee compensation and benefits
210

 
276

Deferred revenue
317

 
334

Income and other taxes payable
56

 
42

Other accrued liabilities
96

 
69

Total current liabilities
1,400

 
1,462

 
 
 
 
Long-term debt
1,291

 
1,291

Retirement and post-retirement benefits
219

 
224

Long-term deferred revenue
126

 
127

Other long-term liabilities
284

 
287

Total liabilities
3,320

 
3,391

 
 
 
 
Stockholders' Equity:
 
 
 
Preferred stock; $0.01 par value; 100 million shares
 
 
 
authorized; none issued and outstanding

 

Common stock; $0.01 par value, 1 billion shares
 
 
 
authorized; 193 million shares at January 31, 2019
 
 
 
and 191 million shares at October 31, 2018, issued
2

 
2

Treasury stock at cost; 5.1 million shares at January 31, 2019 and
 
 
 
4.4 million shares at October 31, 2018
(222
)
 
(182
)
Additional paid-in-capital
1,925

 
1,889

Retained earnings
1,402

 
1,212

Accumulated other comprehensive loss
(449
)
 
(488
)
Total stockholders' equity
2,658

 
2,433

Total liabilities and equity
$
5,978

 
$
5,824



2




KEYSIGHT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)
(unaudited)
PRELIMINARY
 
Three months ended
 
January 31,
 
2019
 
2018
 
 
 
 
Cash flows from operating activities:
 
 
 
Net income
$
114

 
$
94

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation
24

 
26

Amortization
52

 
52

Share-based compensation
27

 
19

Deferred tax benefit
(12
)
 
(235
)
Excess and obsolete inventory-related charges
7

 
6

Gain on divestitures
(1
)
 

Pension curtailment and settlement loss
2

 

Net unrealized gains on equity investments still held
(5
)
 

Other non-cash expenses, net

 
2

Changes in assets and liabilities:
 
 
 
Accounts receivable
56

 
99

Inventory
(26
)
 
(20
)
Accounts payable
(10
)
 
14

Employee compensation and benefits
(68
)
 
(50
)
Deferred revenue
43

 
61

Income taxes payable
10

 
115

Retirement and post-retirement benefits
(12
)
 
(12
)
Other assets and liabilities
39

 

Net cash provided by operating activities(a)
240

 
171

 
 
 
 
Cash flows from investing activities:
 
 
 
Investments in property, plant and equipment
(31
)
 
(24
)
Proceeds from divestitures
2

 

Net cash used in investing activities
(29
)
 
(24
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Proceeds from issuance of common stock under employee stock plans
30

 
24

Payment of taxes related to net share settlement of equity awards
(23
)
 
(15
)
Treasury stock repurchases
(40
)
 

Proceeds from revolving credit facility

 
40

Repayment of revolving credit facility

 
(40
)
Payment of acquisition-related contingent consideration

 
(3
)
Net cash provided (used) by financing activities
(33
)
 
6

 
 
 
 
Effect of exchange rate movements
7

 
9

 
 
 
 
Net increase in cash and cash equivalents and restricted cash
185

 
162

 
 
 
 
Cash, cash equivalents and restricted cash at beginning of period
917

 
820

 
 
 
 
Cash, cash equivalents and restricted cash at end of period
$
1,102

 
$
982

 
 
 
 
(a) Cash payments included in operating activities:
 
 
 
Income tax payments, net
$
(1
)
 
$
(1
)
Interest payment on borrowings
$

 
$
(2
)

3




KEYSIGHT TECHNOLOGIES, INC.
RECONCILIATION OF REVENUE GUIDANCE AND NON GAAP CORE REVENUE
(In millions)
(Unaudited)
PRELIMINARY
 
 
 
 
 
 
 
 
 
 
 
Q2'19 Guidance
 
Year-over-Year compare
 
Low end
 
High end
 
Q1'19
 
Q1'18
 
Percent Inc/(Dec)
GAAP Revenue
$
1,057

 
$
1,077

 
$
1,006

 
$
837

 
20%
Amortization of acquisition-related balances
3

 
3

 
3

 
19

 
 
Non-GAAP Revenue
$
1,060

 
$
1,080

 
$
1,009

 
$
856

 
18%
Less: Revenue from acquisition or divestitures included in segment results
 
 
 
 

 
(6
)
 
 
Currency impacts
 
 
 
 
9

 

 
 
Non-GAAP Core Revenue
 
 
 
 
$
1,018

 
$
850

 
20%

Non-GAAP core revenue excludes impact of currency and revenue from acquisitions or divestitures closed within the last twelve months.

Please refer page 7 for discussion on our non-GAAP financial measures.


4





KEYSIGHT TECHNOLOGIES, INC.
SEGMENT RESULTS INFORMATION
(In millions, except where noted)
(Unaudited)
PRELIMINARY
 
 
 
 
 
 
Communications Solutions Group
 
 
 
 
YoY
 
Q1'19
 
Q1'18
 
% Chg
Revenue
$
623

 
$
500

 
25%
Gross Margin, %
61.1
%
 
57.2
%
 
 
Income from Operations
$
138

 
$
63

 
 
Operating Margin, %
22
%
 
13
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Electronic Industrial Solutions Group
 
 
 
 
YoY
 
Q1'19
 
Q1'18
 
% Chg
Revenue
$
257

 
$
229

 
13%
Gross Margin, %
58.9
%
 
56.6
%
 
 
Income from Operations
$
54

 
$
38

 
 
Operating Margin, %
21
%
 
17
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ixia Solutions Group
 
 
 
 
YoY
 
Q1'19
 
Q1'18
 
% Chg
Revenue
$
129

 
$
127

 
1%
Gross Margin, %
71.3
%
 
75.5
%
 
 
Income from Operations
$
12

 
$
18

 
 
Operating Margin, %
9
%
 
14
%
 
 

Restated for (1) the recently announced organizational change to align our services business with its customers and end markets. With this change, services, which was previously reported as Services Solutions Group (SSG), is now reported as part of the Communications Solutions Group (CSG) and Electronic Industrial Solutions Group (EISG); and (2) the retrospective application of ASU 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost, which the company adopted on November 1, 2018.
Net revenue for the Ixia Solutions Group excludes the impact of amortization of acquisition-related balances of $3 million and $19 million for Q1'19 and Q1'18, respectively. Segment revenue and income from operations are consistent with the respective non-GAAP measures as discussed on Page 7.





5




KEYSIGHT TECHNOLOGIES, INC.
NON-GAAP NET INCOME AND DILUTED EPS RECONCILIATIONS
(In millions, except per share amounts)
(Unaudited)
PRELIMINARY
 
 
 
 
 
 
 
Three months ended
 
January 31,
 
2019
 
2018
 
Net Income
Diluted EPS
 
Net Income
Diluted EPS
 
 
 
 
 
 
GAAP Net income
$
114

$
0.60

 
$
94

$
0.50

Non-GAAP adjustments:
 
 
 
 
 
Amortization of acquisition-related balances
54

0.28

 
89

0.47

Share-based compensation expense
27

0.14

 
19

0.10

Acquisition and integration costs
2

0.01

 
19

0.10

Northern California wildfire-related costs


 
7

0.04

Other
(3
)
(0.02
)
 
3

0.02

Adjustment for taxes (a)
(18
)
(0.08
)
 
(134
)
(0.72
)
Non-GAAP Net income
$
176

$
0.93

 
$
97

$
0.51

 
 
 
 
 
 
Weighted average shares outstanding - diluted
190

 
 
189

 

(a) For the three months ended January 31, 2019 and January 31, 2018 management used a non-GAAP effective tax rate of 12% and 15%, respectively.
Historical amounts have been reclassified to conform with the current presentation.
Please refer page 7 for discussion on our non-GAAP financial measures.



6




KEYSIGHT TECHNOLOGIES, INC.
Non-GAAP Financial Measures

Management uses both GAAP and non-GAAP financial measures to analyze and assess the overall performance of the business, to make operating decisions and to forecast and plan for future periods. We believe that our investors benefit from seeing our results “through the eyes of management” in addition to seeing our GAAP results. This information enhances investors’ understanding of the continuing performance of our business and facilitates comparison of performance to our historical and future periods.
Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, including industry peer companies, limiting the usefulness of these measures for comparative purposes.
These non-GAAP measures should be considered supplemental to and not a substitute for financial information prepared in accordance with GAAP. The discussion below presents information about each of the non-GAAP financial measures and the company’s reasons for including or excluding certain categories of income or expenses from our non-GAAP results. In future periods, we may exclude such items and may incur income and expenses similar to these excluded items. Accordingly, adjustments for these items and other similar items in our non-GAAP presentation should not be interpreted as implying that these items are non-recurring, infrequent or unusual.            
Non-GAAP Revenue includes recognition of acquired deferred revenue that was written down to fair value in purchase accounting. Management believes that excluding fair value purchase accounting adjustments more closely correlates with the ordinary and ongoing course of the acquired company’s operations and facilitates analysis of revenue growth and business trends.
Non-GAAP Core Revenue is non-GAAP revenue (see Non-GAAP Revenue above) excluding the impact of foreign currency changes and revenue associated with businesses acquired or divested within the last twelve months. We exclude the impact of foreign currency changes as currency rates can fluctuate based on factors that are not within our control and can obscure revenue growth trends. As the nature, size and number of acquisitions can vary significantly from period to period and as compared to our peers, we exclude revenue associated with recently acquired businesses to facilitate comparisons of revenue growth and analysis of underlying business trends.
Non-GAAP Income from Operations, Non-GAAP Net Income and Non-GAAP Diluted EPS may include the following types of adjustments:

Acquisition-related Items: We exclude the impact of certain items recorded in connection with business combinations from our non-GAAP financial measures that are either non-cash or not normal, recurring operating expenses due to their nature, variability of amounts and lack of predictability as to occurrence or timing. These amounts may include non-cash items such as the amortization of acquired intangible assets and amortization of items associated with fair value purchase accounting adjustments, including recognition of acquired deferred revenue (see Non-GAAP Revenue above). We also exclude other acquisition and integration costs associated with business acquisitions that are not normal recurring operating expenses, including amortization of amounts paid to redeem acquires’ unvested stock-based compensation awards, and legal, accounting and due diligence costs. We exclude these charges to facilitate a more meaningful evaluation of our current operating performance and comparisons to our past operating performance.
Share-based Compensation Expense: We exclude share-based compensation expense from our non-GAAP financial measures because share-based compensation expense can vary significantly from period to period based on the company’s share price, as well as the timing, size and nature of equity awards granted. Management believes the exclusion of this expense facilitates the ability of investors to compare the company’s operating results with those of other companies, many of which also exclude share-based compensation expense in determining their non-GAAP financial measures.
Northern California wildfire-related costs and Other Items: We exclude certain other significant income or expense items that may occur occasionally and are not normal, recurring, cash operating, from our non-GAAP financial measures. Such items are evaluated on an individual basis based on both quantitative and qualitative factors and generally represent items that we would not anticipate occurring as part of our normal business on a regular basis. While not all-inclusive, examples of certain other significant items excluded from non-GAAP financial measures would include net unrealized gains on equity investments still held, restructuring and related costs, and significant non recurring events like goodwill impairment charges, realized gains or losses associated with our employee benefit plans, costs related to unusual disaster like Northern California wildfires, gain on sale of assets and small divestitures, separation and related costs, etc.
Estimated Tax Rate: We utilize a consistent methodology for long-term projected non-GAAP tax rate. When projecting this long-term rate, we exclude any tax benefits or expenses that are not directly related to ongoing operations and which are either isolated or cannot be expected to occur again with any regularity or predictability. Additionally, we evaluate our current long-term projections, current tax structure and other factors, such as existing tax positions in various jurisdictions and key tax holidays in major jurisdictions where Keysight operates. This tax rate could change in the future for a variety of reasons, including but not limited to significant changes in geographic earnings mix including acquisition activity, or fundamental tax law changes in major jurisdictions where Keysight operates. The above reasons also limit our ability to reasonably estimate the future GAAP tax rate and provide a reconciliation of the expected non-GAAP earnings per share for the second fiscal quarter of 2019 to the GAAP equivalent.

Management recognizes these items can have a material impact on our cash flows and/or our net income. Our GAAP financial statements, including our Condensed Consolidated Statement of Cash Flows, portray those effects. Although we believe it is useful for investors to see core performance free of special items, investors should understand that the excluded costs are actual expenses that may impact the cash available to us for other uses. To gain a complete picture of all effects on the company’s profit and loss from any and all events, management does (and investors should) rely upon the Condensed Consolidated Statement of Operations prepared in accordance with GAAP. The non-GAAP measures focus instead upon the core business of the company, which is only a subset, albeit a critical one, of the company’s performance.

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