SANTA ROSA, Calif.--(BUSINESS WIRE)--
Keysight Technologies, Inc. (NYSE: KEYS) today reported financial
results for the second fiscal quarter of 2017 ended April 30, 2017.
“We delivered a strong second quarter as we continued to execute our
strategy and gain momentum in the key growth areas of our market
including record orders for 5G, modular and automotive and energy
solutions,” said Ron Nersesian, Keysight president and CEO. “We achieved
6 percent order growth, and with our sharp focus on operational
excellence, drove solid bottom-line results that were well ahead of our
expectations.”
“During the quarter, we closed the acquisition of Ixia ahead of our
expected timeline as we efficiently obtained financing and cleared all
necessary regulatory approvals. We are excited to have the Ixia team
on-board and will now focus our joint efforts on integration,
innovation, expanding market leadership and increased value creation,”
Nersesian added.
Second Quarter Financial Summary
-
GAAP revenue grew to $753 million, when compared with $731 million
last year. Non-GAAP revenue, which excludes the impact of fair value
adjustment to acquisition-related deferred revenue balances, grew to
$758 million when compared with $735 million in the second quarter of
2016. Non-GAAP core revenue, which excludes the impact of currency and
revenue from acquisitions completed within the last twelve months,
increased 2 percent year-over-year.
-
GAAP operating margin was 6 percent, compared with 13 percent in the
second quarter of 2016. Non-GAAP operating margin was 19 percent,
compared with 18 percent in the second quarter of 2016.
-
GAAP net income was $49 million, or $0.27 per share, compared with $88
million, or $0.51 per share in the second quarter of 2016. Non-GAAP
net income was $114 million, or $0.64 per share, compared with $106
million, or $0.61 per share in the second quarter of 2016.
-
As of April 30, 2017, cash and cash equivalents totaled $983 million.
Reporting Segments
-
Communications Solutions Group (CSG)
CSG revenue was $424 million
in the second quarter, compared to $446 million in the prior year
second quarter. Strong growth for 5G and optical solutions was offset
by declines in 4G and aerospace, defense and government.
-
Electronic Industrial Solutions Group (EISG)
EISG revenue was
$220 million in the second quarter, up 14 percent when compared to
$193 million in the second quarter of 2016. EISG growth was driven by
increased demand for our semiconductor measurement and automotive and
energy solutions.
-
Ixia Solutions Group (ISG)
Keysight completed the acquisition
of Ixia on April 18 and financial results from the acquired business
are reported in the Ixia Solutions Group (ISG). ISG revenue for the
period of April 18 through April 30 was $12 million.
-
Services Solutions Group (SSG)
SSG revenue in the second quarter
grew 6 percent year-over-year to $102 million when compared with $96
million in the second quarter of 2016. SSG revenue growth was driven
by an increase in remarketed solution sales and repair and calibration
services.
Third Fiscal Quarter Outlook
Keysight provides guidance based on current market conditions and
expectations.
Keysight’s third quarter 2017 GAAP revenue is expected to be in the
range of $810 million to $850 million and non-GAAP revenue is expected
to be in the range of $840 million to $880 million. Third quarter
non-GAAP earnings per share are expected to be in the range of $0.51 to
$0.65. Non-GAAP earnings per share as projected for the third quarter of
fiscal year 2017 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 “Non-GAAP Measures” below.
Webcast
Keysight’s management will present more details about its second quarter
FY2017 financial results and its third quarter FY2017 outlook on a
conference call with investors today at 2:00 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 “Q2
2017 Keysight Technologies Inc. Earnings Conference Call”
to participate. 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, June 6 through June 13 by dialing +1
800-585-2056 (or +1 416-621-4642 from outside the U.S.) and entering
pass code 17148088.
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. Due to such uncertainties and
risks, no assurances can be given that such expectations 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. The forward-looking statements contained herein include, but are
not limited to, information and future guidance on the company’s goals,
priorities, revenues, demand, growth opportunities, customer service and
innovation plans, new product introductions, financial condition,
earnings, the company’s ability to pay dividends, ability to access
capital markets, 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, unforeseen
changes in the strength of our customers’ businesses; unforeseen 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 and
restructuring activities. The words “anticipate,” “plan,” “estimate,”
“expect,” “intend,” “will,” “should,” “forecast,” “project,” 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,
2016, and Keysight’s quarterly report on Form 10-Q for the period ended
Jan. 31, 2017.
Forward-looking statements are based on the beliefs and assumptions of
Keysight’s management and on currently available information. Keysight
undertakes no responsibility to publicly update or revise any
forward-looking statement.
Non-GAAP Measures
Keysight uses a number of different financial measures, both GAAP and
non-GAAP, in analyzing and assessing the overall performance of the
business, for making operating decisions and for forecasting and
planning for future periods. The definitions of these non-GAAP financial
measures may differ from similarly titled measures used by others, and
such non-GAAP measures should be considered supplemental to and not a
substitute for financial information prepared in accordance with GAAP.
Keysight generally uses non-GAAP financial measures to facilitate
management’s comparisons to historic operating results, to competitors’
operating results and to guidance provided to investors. In addition,
Keysight believes that the use of these non-GAAP financial measures
provides greater transparency to investors of information used by
management in its financial and operational decision-making.
Segment data reflect the results of our reportable segments under its
management reporting system, which are not necessarily in conformity
with GAAP financial measures. Segment revenue and income from operations
are consistent with the non-GAAP measure as described below. Segment
data are provided on page 6 of the attached tables, along with
additional information regarding the use of this data.
Non-GAAP revenue excludes the impact of fair value adjustment to
acquisition-related deferred revenue balances. Non-GAAP operating
margin, non-GAAP net income and non-GAAP net income per share for Q2
FY17, Q2 FY16 and as projected for Q3 FY17 exclude primarily the impacts
of share-based compensation, restructuring and related costs, separation
and related costs, acquisition and integration costs,
acquisition-related fair value adjustments, acquisition-related
compensation expense and non-cash intangible amortization. Keysight also
excludes 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. Earnings per share
is based on diluted shares.
The reconciliation between GAAP revenue, non-GAAP and non-GAAP core
revenue for Q2 FY17 and Q2 FY16 and GAAP revenue and non-GAAP revenue as
projected for Q3 FY17 is set forth on page 5, GAAP operating margin and
non-GAAP operating margin on page 6, and the reconciliation between GAAP
net income and non-GAAP net income is set forth on page 7 of the
attached tables, along with additional information regarding the use of
these non-GAAP measures.
Keysight utilizes a fixed long-term projected non-GAAP tax rate. When
projecting this long-term rate, Keysight excludes 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, Keysight evaluates its
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 third
quarter 2017 to GAAP amounts.
About Keysight Technologies
Keysight Technologies is a leading technology company that helps its
engineering, enterprise and service provider customers optimize networks
and bring electronic products to market faster and at a lower cost.
Keysight’s solutions go where the electronic signal goes, 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 $2.9B in fiscal year 2016. In April 2017, Keysight
acquired Ixia, a leader in network test, visibility, and security. 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 Facebook,
Google+,
LinkedIn,
Twitter
and YouTube.
Source: IR-KEYS
|
KEYSIGHT TECHNOLOGIES, INC.
|
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
|
(In millions, except per share amounts)
|
(Unaudited)
|
PRELIMINARY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
April 30,
|
|
Percent
|
|
|
|
2017
|
|
|
|
2016
|
|
|
Inc/(Dec)
|
|
|
|
|
|
|
|
Orders
|
|
$
|
805
|
|
|
$
|
761
|
|
|
6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue
|
|
$
|
753
|
|
|
$
|
731
|
|
|
3
|
%
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
Cost of products and services
|
|
|
340
|
|
|
|
325
|
|
|
5
|
%
|
Research and development
|
|
|
119
|
|
|
|
108
|
|
|
11
|
%
|
Selling, general and administrative
|
|
|
256
|
|
|
|
207
|
|
|
23
|
%
|
Other operating expense (income), net
|
|
|
(4
|
)
|
|
|
(4
|
)
|
|
(1
|
%)
|
Total costs and expenses
|
|
|
711
|
|
|
|
636
|
|
|
12
|
%
|
|
|
|
|
|
|
|
Income from operations
|
|
|
42
|
|
|
|
95
|
|
|
(56
|
%)
|
|
|
|
|
|
|
|
Interest income
|
|
|
2
|
|
|
|
—
|
|
|
—
|
|
Interest expense
|
|
|
(24
|
)
|
|
|
(12
|
)
|
|
105
|
%
|
Other income (expense), net
|
|
|
2
|
|
|
|
4
|
|
|
(43
|
%)
|
|
|
|
|
|
|
|
Income before taxes
|
|
|
22
|
|
|
|
87
|
|
|
(75
|
%)
|
|
|
|
|
|
|
|
Income taxes benefit
|
|
|
(27
|
)
|
|
|
(1
|
)
|
|
2679
|
%
|
|
|
|
|
|
|
|
Net income
|
|
$
|
49
|
|
|
$
|
88
|
|
|
(45
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share:
|
|
|
|
|
|
|
Basic
|
|
$
|
0.28
|
|
|
$
|
0.52
|
|
|
|
Diluted
|
|
$
|
0.27
|
|
|
$
|
0.51
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares used in computing net income per share:
|
|
|
|
|
|
|
Basic
|
|
|
177
|
|
|
|
170
|
|
|
|
Diluted
|
|
|
179
|
|
|
|
172
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The preliminary income statement is estimated based on our current
information.
|
|
|
|
|
|
|
|
Page 1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KEYSIGHT TECHNOLOGIES, INC.
|
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
|
(In millions, except per share amounts)
|
(Unaudited)
|
PRELIMINARY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
April 30,
|
|
Percent
|
|
|
|
2017
|
|
|
|
2016
|
|
|
Inc/(Dec)
|
|
|
|
|
|
|
|
Orders
|
|
$
|
1,500
|
|
|
$
|
1,440
|
|
|
4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue
|
|
$
|
1,479
|
|
|
$
|
1,452
|
|
|
2
|
%
|
|
|
|
|
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
Cost of products and services
|
|
|
662
|
|
|
|
654
|
|
|
1
|
%
|
Research and development
|
|
|
227
|
|
|
|
216
|
|
|
5
|
%
|
Selling, general and administrative
|
|
|
469
|
|
|
|
407
|
|
|
15
|
%
|
Other operating expense (income), net
|
|
|
(83
|
)
|
|
|
(18
|
)
|
|
358
|
%
|
Total costs and expenses
|
|
|
1,275
|
|
|
|
1,259
|
|
|
1
|
%
|
|
|
|
|
|
|
|
Income from operations
|
|
|
204
|
|
|
|
193
|
|
|
6
|
%
|
|
|
|
|
|
|
|
Interest income
|
|
|
3
|
|
|
|
1
|
|
|
160
|
%
|
Interest expense
|
|
|
(36
|
)
|
|
|
(24
|
)
|
|
52
|
%
|
Other income (expense), net
|
|
|
3
|
|
|
|
1
|
|
|
201
|
%
|
|
|
|
|
|
|
|
Income before taxes
|
|
|
174
|
|
|
|
171
|
|
|
1
|
%
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
16
|
|
|
|
19
|
|
|
(17
|
%)
|
|
|
|
|
|
|
|
Net income
|
|
$
|
158
|
|
|
$
|
152
|
|
|
4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per share:
|
|
|
|
|
|
|
Basic
|
|
$
|
0.91
|
|
|
$
|
0.89
|
|
|
|
Diluted
|
|
$
|
0.90
|
|
|
$
|
0.88
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares used in computing net income per share:
|
|
|
|
|
|
|
Basic
|
|
|
174
|
|
|
|
171
|
|
|
|
Diluted
|
|
|
176
|
|
|
|
172
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The preliminary income statement is estimated based on our current
information.
|
|
|
|
|
|
|
|
Page 2
|
|
|
|
|
|
|
|
|
KEYSIGHT TECHNOLOGIES, INC.
|
CONDENSED CONSOLIDATED BALANCE SHEET
|
(In millions, except par value and share amounts)
|
PRELIMINARY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
April 30,
|
|
October 31,
|
|
|
|
|
|
|
|
2017
|
|
|
|
2016
|
|
|
|
|
|
|
|
(unaudited)
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
983
|
|
|
$
|
783
|
|
|
|
Short-term investments
|
|
|
40
|
|
|
|
—
|
|
|
|
Accounts receivable, net
|
|
|
518
|
|
|
|
437
|
|
|
|
Inventory
|
|
|
585
|
|
|
|
474
|
|
|
|
Other current assets
|
|
|
188
|
|
|
|
160
|
|
|
|
|
Total current assets
|
|
|
2,314
|
|
|
|
1,854
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
545
|
|
|
|
512
|
|
Goodwill
|
|
|
1,702
|
|
|
|
736
|
|
Other intangible assets, net
|
|
|
918
|
|
|
|
208
|
|
Long-term investments
|
|
|
60
|
|
|
|
55
|
|
Long-term deferred tax assets
|
|
|
345
|
|
|
|
392
|
|
Other assets
|
|
|
130
|
|
|
|
39
|
|
|
|
|
Total assets
|
|
$
|
6,014
|
|
|
$
|
3,796
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
Short-term borrowings and current portion of long-term debt
|
|
$
|
170
|
|
|
$
|
—
|
|
|
|
Accounts payable
|
|
|
180
|
|
|
|
189
|
|
|
|
Employee compensation and benefits
|
|
|
212
|
|
|
|
183
|
|
|
|
Deferred revenue
|
|
|
235
|
|
|
|
180
|
|
|
|
Income and other taxes payable
|
|
|
22
|
|
|
|
41
|
|
|
|
Other accrued liabilities
|
|
|
57
|
|
|
|
51
|
|
|
|
|
Total current liabilities
|
|
|
876
|
|
|
|
644
|
|
|
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
2,156
|
|
|
|
1,093
|
|
Retirement and post-retirement benefits
|
|
|
374
|
|
|
|
405
|
|
Long-term deferred revenue
|
|
|
91
|
|
|
|
72
|
|
Other long-term liabilities
|
|
|
345
|
|
|
|
69
|
|
|
|
|
Total liabilities
|
|
|
3,842
|
|
|
|
2,283
|
|
|
|
|
|
|
|
|
|
|
Total 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; 187
million shares at April 30, 2017 and 172 million shares at October
31, 2016, issued
|
|
|
2
|
|
|
|
2
|
|
|
|
Treasury stock at cost; 2.3 million shares at April 30, 2017 and
October 31, 2016 respectively
|
|
|
(62
|
)
|
|
|
(62
|
)
|
|
|
Additional paid-in-capital
|
|
|
1,730
|
|
|
|
1,242
|
|
|
|
Retained earnings
|
|
|
1,097
|
|
|
|
949
|
|
|
|
Accumulated other comprehensive loss
|
|
|
(595
|
)
|
|
|
(618
|
)
|
|
|
|
Total stockholders' equity
|
|
|
2,172
|
|
|
|
1,513
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
6,014
|
|
|
$
|
3,796
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The preliminary balance sheet is estimated based on our current
information.
|
|
|
|
|
|
|
|
|
|
Page 3
|
|
|
KEYSIGHT TECHNOLOGIES, INC.
|
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
|
(In millions)
|
(Unaudited)
|
PRELIMINARY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended
|
|
|
|
|
|
|
April 30,
|
|
|
|
|
|
|
|
2017
|
|
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
Net income
|
|
$
|
158
|
|
|
$
|
152
|
|
|
|
|
|
|
|
|
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
Depreciation and amortization
|
|
|
73
|
|
|
|
67
|
|
|
|
Share-based compensation
|
|
|
31
|
|
|
|
29
|
|
|
|
Excess tax benefit from share-based plans
|
|
|
(2
|
)
|
|
|
—
|
|
|
|
Debt issuance expense
|
|
|
9
|
|
|
|
—
|
|
|
|
Deferred taxes
|
|
|
(13
|
)
|
|
|
3
|
|
|
|
Excess and obsolete inventory related charges
|
|
|
6
|
|
|
|
11
|
|
|
|
Gain on sale of land
|
|
|
(8
|
)
|
|
|
(10
|
)
|
|
|
Asset impairment
|
|
|
7
|
|
|
|
—
|
|
|
|
Other non-cash expenses, net
|
|
|
1
|
|
|
|
2
|
|
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
10
|
|
|
|
(3
|
)
|
|
|
|
|
Inventory
|
|
|
(10
|
)
|
|
|
(11
|
)
|
|
|
|
|
Accounts payable
|
|
|
(17
|
)
|
|
|
(27
|
)
|
|
|
|
|
Employee compensation and benefits
|
|
|
—
|
|
|
|
11
|
|
|
|
|
|
Income taxes payable
|
|
|
(7
|
)
|
|
|
2
|
|
|
|
|
|
Retirement and post-retirement benefits, net
|
|
|
(74
|
)
|
|
|
(25
|
)
|
|
|
|
|
Other assets and liabilities
|
|
|
(13
|
)
|
|
|
8
|
|
Net cash provided by operating activities (a)
|
|
|
151
|
|
|
|
209
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
Investments in property, plant and equipment
|
|
|
(33
|
)
|
|
|
(62
|
)
|
|
|
Acquisition of businesses & intangibles assets, net of cash acquired
|
|
|
(1,622
|
)
|
|
|
(10
|
)
|
|
|
Proceeds from sale of land
|
|
|
8
|
|
|
|
10
|
|
|
|
Proceeds from sale of investments
|
|
|
4
|
|
|
|
—
|
|
|
|
Other investing activities
|
|
|
1
|
|
|
|
—
|
|
Net cash used in investing activities
|
|
|
(1,642
|
)
|
|
|
(62
|
)
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
Issuance of common stock under employee stock plans
|
|
|
21
|
|
|
|
24
|
|
|
|
Issuance of common stock under public offering
|
|
|
444
|
|
|
|
—
|
|
|
|
Treasury stock repurchases
|
|
|
—
|
|
|
|
(40
|
)
|
|
|
Proceeds from short term borrowings
|
|
|
170
|
|
|
|
—
|
|
|
|
Proceeds from long term borrowings
|
|
|
1,069
|
|
|
|
—
|
|
|
|
Debt Issuance costs
|
|
|
(16
|
)
|
|
|
—
|
|
|
|
Excess tax benefit from share-based plans
|
|
|
2
|
|
|
|
—
|
|
Net cash provided by/(used in) financing activities
|
|
|
1,690
|
|
|
|
(16
|
)
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate movements
|
|
|
1
|
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
200
|
|
|
|
137
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of the period
|
|
|
783
|
|
|
|
483
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of the period
|
|
$
|
983
|
|
|
$
|
620
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Cash payments included in operating activities:
|
|
|
|
|
|
|
|
|
Income tax payments, net
|
|
|
34
|
|
|
|
8
|
|
|
|
|
|
Interest payment on senior notes
|
|
|
22
|
|
|
|
22
|
|
|
|
|
|
|
|
|
|
|
The preliminary cash flow is estimated based on our current
information.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 4
|
|
|
KEYSIGHT TECHNOLOGIES, INC.
|
RECONCILIATION OF REVENUE EXCLUDING IMPACTS OF CURRENCY AND
ACQUISITIONS
|
(In millions)
|
(Unaudited)
|
PRELIMINARY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Guidance for Q3'17
|
|
Year-over-year compare
|
|
|
Low end
|
|
High end
|
|
Q2'17
|
|
Q2'16
|
|
Percent Inc/(Dec)
|
GAAP Revenue
|
|
$
|
810
|
|
$
|
850
|
|
$
|
753
|
|
|
$
|
731
|
|
3
|
%
|
Acquisition-related fair value adjustments
|
|
|
30
|
|
|
30
|
|
|
5
|
|
|
|
4
|
|
|
Non-GAAP Revenue
|
|
$
|
840
|
|
$
|
880
|
|
$
|
758
|
|
|
$
|
735
|
|
3
|
%
|
Less revenue from acquisition included in segment results
|
|
|
|
|
|
|
(12
|
)
|
|
|
—
|
|
|
Currency impacts
|
|
|
|
|
|
|
3
|
|
|
|
—
|
|
|
Non-GAAP Core Revenue
|
|
|
|
|
|
$
|
749
|
|
|
$
|
735
|
|
2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP revenue is defined to exclude the fair value adjustments to
the acquisition-related deferred revenue balances.
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP core revenue is defined as non-GAAP revenue excluding the
impact of currency and acquisitions completed within the last twelve
months.
|
|
|
|
|
|
|
|
|
|
|
|
Management believes that these measures provide useful information
to investors by reflecting an additional way of viewing aspects of
Keysight's operations that, when reconciled to the corresponding
GAAP measures, help our investors to better identify underlying
growth trends in our business and facilitate easier comparisons of
our revenue performance with prior and future periods and to our
peers. We excluded the effect of recent acquisitions because the
nature, size and number of these can vary dramatically from period
to period and between us and our peers, which we believe may obscure
underlying business trends and make comparisons of long-term
performance difficult.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The preliminary reconciliation of GAAP to Non-GAAP core revenue is
based on our current information.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 5
|
|
|
|
|
|
|
|
|
|
|
KEYSIGHT TECHNOLOGIES, INC.
|
NON-GAAP REVENUE AND OPERATING MARGIN RECONCILIATIONS
|
(In millions, except where noted)
|
(Unaudited)
|
PRELIMINARY
|
|
|
|
|
|
|
|
|
|
|
|
Three Months ended
|
|
Six Months ended
|
|
|
April 30,
|
|
April 30,
|
|
|
|
2017
|
|
|
|
2016
|
|
|
|
2017
|
|
|
|
2016
|
|
Revenue
|
|
$
|
753
|
|
|
$
|
731
|
|
|
$
|
1,479
|
|
|
$
|
1,452
|
|
Acquisition-related fair value adjustments
|
|
|
5
|
|
|
|
4
|
|
|
|
5
|
|
|
|
9
|
|
Non-GAAP Revenue
|
|
$
|
758
|
|
|
$
|
735
|
|
|
$
|
1,484
|
|
|
$
|
1,461
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months ended
|
|
Six Months ended
|
|
|
April 30,
|
|
April 30,
|
|
|
|
2017
|
|
|
|
2016
|
|
|
|
2017
|
|
|
|
2016
|
|
Income from operations, as reported
|
|
$
|
42
|
|
|
$
|
95
|
|
|
$
|
204
|
|
|
$
|
193
|
|
Amortization of intangibles
|
|
|
18
|
|
|
|
11
|
|
|
|
28
|
|
|
|
22
|
|
Share-based compensation expense
|
|
|
13
|
|
|
|
13
|
|
|
|
31
|
|
|
|
29
|
|
Acquisition and integration costs
|
|
|
21
|
|
|
|
5
|
|
|
|
27
|
|
|
|
7
|
|
Acquisition-related compensation expense
|
|
|
28
|
|
|
|
—
|
|
|
|
28
|
|
|
|
—
|
|
Acquisition-related fair value adjustments
|
|
|
8
|
|
|
|
4
|
|
|
|
8
|
|
|
|
9
|
|
Separation and related costs
|
|
|
8
|
|
|
|
5
|
|
|
|
14
|
|
|
|
10
|
|
Japan pension settlement gain
|
|
|
—
|
|
|
|
—
|
|
|
|
(68
|
)
|
|
|
—
|
|
Restructuring and related costs
|
|
|
1
|
|
|
|
—
|
|
|
|
3
|
|
|
|
—
|
|
Other
|
|
|
8
|
|
|
|
2
|
|
|
|
—
|
|
|
|
(6
|
)
|
Non-GAAP income from operations
|
|
$
|
147
|
|
|
$
|
135
|
|
|
$
|
275
|
|
|
$
|
264
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Operating Margin
|
|
|
6
|
%
|
|
|
13
|
%
|
|
|
14
|
%
|
|
|
13
|
%
|
Non-GAAP Operating Margin
|
|
|
19
|
%
|
|
|
18
|
%
|
|
|
19
|
%
|
|
|
18
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non GAAP revenue is defined to exclude the fair value adjustments to
the acquisition-related deferred revenue balances.
|
|
|
|
|
|
|
|
|
|
We provide non-GAAP income from operations and non-GAAP operating
margin in order to provide meaningful supplemental information
regarding our operational performance and our prospects for the
future. These supplemental measures exclude primarily the impacts of
share-based compensation, restructuring and related costs,
separation and related costs, acquisition and integration costs,
acquisition-related compensation expense, acquisition-related fair
value adjustments, Japan pension settlement gain and non-cash
intangible amortization. Some of the exclusions may be beyond the
control of management. Further, some may be less predictable than
revenue derived from our core businesses (the day to day business of
selling our products and services). These reasons provide the basis
for management's belief that the measures are useful.
|
|
|
|
|
|
|
|
|
|
Our management uses non-GAAP measures to evaluate the performance of
our core businesses, to estimate future core performance and to
compensate employees. Since management finds this measure to be
useful, we believe that our investors benefit from seeing our
results “through the eyes” of management in addition to seeing our
GAAP results. This information facilitates management’s internal
comparisons to our historical operating results as well as to the
operating results of our competitors.
|
|
|
|
|
|
|
|
|
|
Readers are reminded that non-GAAP numbers are merely a supplement
to, and not a replacement for, GAAP financial measures. They should
be read in conjunction with the GAAP financial measures. It should
be noted as well that our non-GAAP information may be different from
the non-GAAP information provided by other companies.
|
|
|
|
|
|
|
|
|
|
The preliminary reconciliation from income from operations to
Non-GAAP income from operations is estimated based on our current
information.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 6
|
|
|
KEYSIGHT TECHNOLOGIES, INC.
|
NON-GAAP NET INCOME AND DILUTED EPS RECONCILIATIONS
|
(In millions, except per share amounts)
|
(Unaudited)
|
PRELIMINARY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months ended
|
|
Six Months ended
|
|
|
|
|
|
|
April 30,
|
|
April 30,
|
|
|
|
|
|
|
2017
|
|
2016
|
|
2017
|
|
2016
|
|
|
|
|
|
|
Net Income
|
|
Diluted EPS
|
|
Net Income
|
|
Diluted EPS
|
|
Net Income
|
|
Diluted EPS
|
|
Net Income
|
|
Diluted EPS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Net income
|
|
$
|
49
|
|
|
$
|
0.27
|
|
|
$
|
88
|
|
|
$
|
0.51
|
|
|
$
|
158
|
|
|
$
|
0.90
|
|
|
$
|
152
|
|
|
$
|
0.88
|
|
|
|
Non-GAAP adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of intangibles
|
|
|
18
|
|
|
|
0.10
|
|
|
|
11
|
|
|
|
0.06
|
|
|
|
28
|
|
|
|
0.16
|
|
|
|
22
|
|
|
|
0.13
|
|
|
|
|
|
Share-based compensation expense
|
|
|
13
|
|
|
|
0.07
|
|
|
|
13
|
|
|
|
0.08
|
|
|
|
31
|
|
|
|
0.18
|
|
|
|
29
|
|
|
|
0.17
|
|
|
|
|
|
Acquisition and integration costs
|
|
|
31
|
|
|
|
0.17
|
|
|
|
5
|
|
|
|
0.03
|
|
|
|
37
|
|
|
|
0.21
|
|
|
|
5
|
|
|
|
0.03
|
|
|
|
|
|
Acquisition-related compensation expense
|
|
|
28
|
|
|
|
0.16
|
|
|
|
—
|
|
|
|
—
|
|
|
|
28
|
|
|
|
0.16
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
Acquisition-related fair value adjustments
|
|
|
8
|
|
|
|
0.05
|
|
|
|
4
|
|
|
|
0.02
|
|
|
|
8
|
|
|
|
0.05
|
|
|
|
9
|
|
|
|
0.05
|
|
|
|
|
|
Separation and related costs
|
|
|
8
|
|
|
|
0.05
|
|
|
|
5
|
|
|
|
0.03
|
|
|
|
14
|
|
|
|
0.08
|
|
|
|
10
|
|
|
|
0.06
|
|
|
|
|
|
Japan pension settlement gain
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(68
|
)
|
|
|
(0.39
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
Restructuring and related costs
|
|
|
1
|
|
|
|
0.01
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3
|
|
|
|
0.01
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
Other
|
|
|
8
|
|
|
|
0.04
|
|
|
|
2
|
|
|
|
0.01
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(4
|
)
|
|
|
(0.02
|
)
|
|
|
|
|
Adjustment for taxes (a)
|
|
|
(50
|
)
|
|
|
(0.28
|
)
|
|
|
(22
|
)
|
|
|
(0.13
|
)
|
|
|
(27
|
)
|
|
|
(0.16
|
)
|
|
|
(22
|
)
|
|
|
(0.13
|
)
|
Non-GAAP Net income
|
|
$
|
114
|
|
|
$
|
0.64
|
|
|
$
|
106
|
|
|
$
|
0.61
|
|
|
$
|
212
|
|
|
$
|
1.20
|
|
|
$
|
201
|
|
|
$
|
1.17
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding - diluted
|
|
|
179
|
|
|
|
|
|
172
|
|
|
|
|
|
176
|
|
|
|
|
|
172
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) The adjustment for taxes excludes tax benefits that
management believes are not directly related to ongoing operations
and which are either isolated or cannot be expected to occur again
with any regularity or predictability. For the three and six months
ended April 30, 2017 and 2016, management uses a non-GAAP effective
tax rate of 17%, which we believe to be indicative of on-going
operations.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Historical amounts are reclassified to conform with current
presentation.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We provide non-GAAP net income and non-GAAP net income per share
amounts in order to provide meaningful supplemental information
regarding our operational performance and our prospects for the
future. These supplemental measures exclude, primarily the impacts
of share-based compensation, restructuring and related costs,
separation and related costs, acquisition and integration costs,
acquisition-related fair value adjustments, acquisition-related
compensation expense, Japan pension settlement gain and non-cash
intangible amortization. Some of the exclusions may be beyond the
control of management. Further, some may be less predictable than
revenue derived from our core businesses (the day to day business of
selling our products and services). These reasons provide the basis
for management's belief that the measures are useful.
|
|
Amortization of intangibles includes non-cash intangible
amortization recognized in connection with acquisitions.
|
|
|
|
|
|
|
|
|
|
Share-based compensation includes expense for all share-based
payment awards made to our employees and directors including
employee stock option awards, restricted stock units, employee stock
purchases made under our employee stock purchase plan (“ESPP”) and
performance share awards granted to selected members of our senior
management under the long-term performance plan (“LTPP”) based on
estimated fair values.
|
|
|
|
|
|
|
|
Acquisition and Integration costs include all incremental
expenses incurred to effect a business combination that have been
expensed during the period. Such acquisition costs may include
advisory, legal, accounting, valuation, and other professional or
consulting fees. Such integration costs may include expenses
directly related to integration of business and facility operations,
information technology systems and infrastructure and other
employee-related costs.
|
|
|
|
|
|
|
|
Acquisition related compensation expense include amounts
paid to redeem certain of Ixia's outstanding unvested stock-based
compensation awards as of the date of the Merger Agreement which
were determined to relate to post-Merger service periods and
expensed in Keysight's consolidated financial statements.
|
|
|
|
|
|
|
|
Acquisition-related fair value adjustments includes business
combination accounting effects from the acquisition including
reduction in revenue and increase in cost of sales due to the
respective estimated fair value adjustments to deferred revenue and
inventory.
|
|
|
|
|
|
|
|
Separation and related costs include all incremental expenses
incurred in order to effect the separation of Keysight from Agilent,
including the cost of new hires specifically required to operate two
separate companies. The intent is to only include in non-GAAP
expenses what would not have been incurred if we had no plan to
spin-off. These costs include, among other things, branding, legal,
accounting and other advisory fees and other costs to separate and
transition from Agilent.
|
|
|
|
|
|
|
|
Japan Pension settlement gain represents the gain recognized
related to the dissolution of our Japanese Employees’ Pension Fund
in December 2016 and transfer of the related assets and obligations
to the Japanese government.
|
|
|
|
|
|
|
|
Restructuring and related costs include incremental expenses
incurred in the period associated with publicly announced major
restructuring programs, usually aimed at material changes in
business and/or cost structure. Such costs may include one-time
termination benefits, asset impairments, facility-related costs and
contract termination fees. and other one time reorganization costs.
|
|
|
|
|
|
|
|
Management uses non-GAAP measures to evaluate the performance of our
core businesses, to estimate future core performance and to
compensate employees. Since management finds this measure to be
useful, we believe that our investors benefit from seeing our
results “through the eyes” of management in addition to seeing our
GAAP results. This information facilitates management’s internal
comparisons to our historical operating results as well as to the
operating results of our competitors.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Management recognizes that items such as amortization of
intangibles, restructuring charges etc. can have a material impact
on our cash flows and/or our net income. Our GAAP financial
statements including our 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 items 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 GAAP income
statement. The non-GAAP numbers focus instead upon the core business
of the company, which is only a subset, albeit a critical one, of
the company’s performance.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Readers are reminded that non-GAAP numbers are merely a supplement
to, and not a replacement for, GAAP financial measures. They should
be read in conjunction with the GAAP financial measures. It should
be noted as well that our non-GAAP information may be different from
the non-GAAP information provided by other companies.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The preliminary reconciliation from GAAP to Non-GAAP net income is
estimated based on our current information.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
Page 7
|
|
|
KEYSIGHT TECHNOLOGIES, INC.
|
SEGMENT RESULTS INFORMATION
|
(In millions, except where noted)
|
(Unaudited)
|
PRELIMINARY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications Solutions Group
|
|
|
|
|
|
YoY
|
|
|
Q2'17
|
|
Q2'16
|
|
% Chg
|
Revenue
|
|
$
|
424
|
|
|
$
|
446
|
|
|
-5
|
%
|
Gross Margin, %
|
|
|
61.3
|
%
|
|
|
61.1
|
%
|
|
|
Income from Operations
|
|
$
|
75
|
|
|
$
|
84
|
|
|
|
Operating Margin, %
|
|
|
18
|
%
|
|
|
19
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Electronic Industrial Solutions Group
|
|
|
|
|
|
YoY
|
|
|
Q2'17
|
|
Q2'16
|
|
% Chg
|
Revenue
|
|
$
|
220
|
|
|
$
|
193
|
|
|
14
|
%
|
Gross Margin, %
|
|
|
61.8
|
%
|
|
|
59.4
|
%
|
|
|
Income from Operations
|
|
$
|
57
|
|
|
$
|
40
|
|
|
|
Operating Margin, %
|
|
|
26
|
%
|
|
|
21
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ixia Solutions Group
|
|
|
|
|
|
YoY
|
|
|
Q2'17
|
|
Q2'16
|
|
% Chg
|
Revenue
|
|
$
|
12
|
|
|
|
—
|
|
|
—
|
|
Gross Margin, %
|
|
|
77.1
|
%
|
|
|
—
|
|
|
—
|
|
Income (loss) from Operations
|
|
$
|
(2
|
)
|
|
|
—
|
|
|
—
|
|
Operating Margin, %
|
|
|
-13
|
%
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Services Solutions Group
|
|
|
|
|
|
YoY
|
|
|
Q2'17
|
|
Q2'16
|
|
% Chg
|
Revenue
|
|
$
|
102
|
|
|
$
|
96
|
|
|
6
|
%
|
Gross Margin, %
|
|
|
40.9
|
%
|
|
|
39.3
|
%
|
|
|
Income from Operations
|
|
$
|
17
|
|
|
$
|
11
|
|
|
|
Operating Margin, %
|
|
|
16
|
%
|
|
|
11
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment data reflect the results of our reportable segments under
Keysight's management reporting system which are not necessarily in
conformity with GAAP financial measures. Net revenue for our
segments, Communications Solutions Group and Ixia Solutions Group
excludes the impact of fair value adjustments to acquisition-related
deferred revenue balances of $1 million and $4 million for Q2'17,
and $4 million and zero for Q2'16, respectively. Income from
operations of our reporting segments exclude, primarily the impacts
of share-based compensation, restructuring and related costs,
separation and related costs, acquisition and integration costs,
acquisition-related compensation expense, acquisition-related fair
value adjustments, Japan pension settlement gain and non-cash
intangible amortization.
|
|
|
|
|
|
|
|
The preliminary segment information is estimated based on our
current information.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Page 8
|
View source version on businesswire.com: http://www.businesswire.com/news/home/20170606006473/en/
Source: Keysight Technologies, Inc.