KLA Corporation Quarterly report pursuant to Section 13 or 15(d)

Quarterly report pursuant to Section 13 or 15(d)

Business Combinations

Business Combinations

9 Months Ended

Mar. 31, 2019

Business Combinations [Abstract]

BUSINESS COMBINATIONS

NOTE 6 - BUSINESS COMBINATIONS

Orbotech Acquisition

On February 20, 2019, we completed the acquisition of 100% of the outstanding shares of Orbotech for aggregate purchase consideration of approximately $3.26 billion which was paid in part by cash of $1.90 billion, in part by KLA common shares with a fair value of $1.32 billion and the balance by the assumption of stock options and RSUs. Orbotech is a global supplier of yield-enhancing and process-enabling solutions for the manufacture of electronics products. KLA acquired Orbotech to extend and enhance its portfolio of products to address market opportunities in the printed circuit board, flat panel display, advanced packaging and semiconductor manufacturing areas.

Preliminary Purchase Price Allocation

The aggregate purchase consideration has been preliminarily allocated as follows (in thousands):



Purchase Price
Cash for outstanding Orbotech shares⁽¹⁾	$	1,901,948
Fair value of KLA-Tencor common stock issued for outstanding Orbotech shares⁽²⁾	1,324,657
Cash for Orbotech equity awards⁽³⁾	9,543
Fair value of KLA-Tencor common stock issued to settle Orbotech equity awards⁽⁴⁾	6,129
Stock options and RSUs assumed ⁽⁵⁾	13,281
Total purchase consideration	3,255,558
Less: cash acquired	(215,640		)
Total purchase consideration, net of cash acquired	$	3,039,918

Allocation
Total current assets	$	694,143
Property, plant and equipment	94,290
Goodwill	1,773,544
Intangible assets	1,629,070
Other non-current assets	77,780
Total current liabilities⁽⁶⁾	(301,090		)
Deferred tax liability	(825,341		)
Total non-current liabilities ⁽⁶⁾	(65,896		)
Non-controlling interest	(36,582		)
	$	3,039,918

________________


(1)	Represents the total cash paid to settle 48.9 million outstanding Orbotech Shares as of February 20, 2019 at $38.86 per Orbotech share.


(2)	Represents the fair value of 12.2 million shares of our common stock issued to settle 48.9 million outstanding Orbotech shares. KLA issued 0.25 shares for each Orbotech share. The fair value of KLA’s common stock was $108.26 per share on the Acquisition Date.


(3)	Represents primarily cash consideration for the settlement of the vested stock options and restricted stock units for which services were rendered by the employees of Orbotech prior to the closing, and a small portion for the settlement of fractional shares.


(4)	Represents the fair value of share of 56,614 shares of KLA common stock issued to settle the vested Orbotech stock options. The fair value of KLA’s common stock was $108.26 per share on the Acquisition Date.


(5)	Represents the fair value of the assumed stock options and RSUs to the extent those related to services provided by the employee of Orbotech prior to closing. Also refer to Note 9, “Equity, Long-Term Incentive Compensation Plans and Non-Controlling Interest” for additional information about assumed stock options and RSUs.

(6)

On December 24, 2018, Orbotech, as part of its strategy to invest in the high growth area of the software business within the Printed Circuit Boards (“PCB”) industry, acquired the remaining 50% shares of Frontline, which was prior to that accounted as an equity investee, from Mentor Graphics Development Services (Israel) Ltd. Orbotech acquired all of the joint venture interests it did not previously own for $85.0 million in cash on hand and agreed to pay an additional $10.0 million in cash over four years plus a cash earn-out of not less than $5.0 million and up to $20.0 million. The earn out amounts are based on revenues from a Frontline product currently under development. As of February 20, 2019, the estimated fair market values of the four-year cash payment and the earn-out are $8.8 million and $7.1 million, respectively. As of February 20, 2019, these amounts have been included in current and non-current liabilities at $4.3 million and $11.6 million respectively.

KLA allocated the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on the preliminary estimates of their estimated fair values, which were determined using generally accepted valuation techniques based on estimates and assumptions made by management at the time of the Orbotech Acquisition and are subject to change during the measurement period which is not expected to exceed one year. The primary tasks that are required to be completed include validation of business level forecasts, jurisdictional forecasts, customer attrition rates and synergies expected to be derived from the acquisition of Orbotech, including any related tax impacts. Any adjustments to our preliminary purchase price allocation identified during the measurement period will be recognized in the period in which the adjustments are determined.

The operating results of Orbotech have been included in our consolidated financial statements for the three and nine months ended March 31, 2019 from the Acquisition Date. The goodwill was primarily attributable to the assembled workforce of Orbotech, planned growth in new markets and synergies expected to be achieved from the combined operations of KLA-Tencor and Orbotech. None of the goodwill is deductible for income tax purposes. Goodwill arising from the Orbotech Acquisition has been allocated to Orbotech which KLA is treating as a separate component as of March 31, 2019. As disclosed in Note 17 "Segment Reporting and Geographic Informaion", KLA is still in the process of completing the analysis of its segment reporting structure and upon completion of that analysis, goodwill associated with the Orbotech acquisition will be assigned to the appropriate reporting units.

Intangible Assets

The estimated fair value and weighted average useful life of the Orbotech intangible assets are as follows:



(In thousands)	Fair Value			Weighted Average Useful Lives
Existing technology⁽¹⁾	$	1,023,000		8
Customer-related assets⁽²⁾	299,000			8
Backlog⁽³⁾	29,000			1
Trade name⁽⁴⁾	92,500			7
Off market leases⁽⁵⁾	2,070		2,070	7
Total identified finite-lived intangible assets	1,445,570
In-process research and development⁽⁶⁾	183,500			N/A
Total identified intangible assets	$	1,629,070

________________

(1)

Existing technology was identified from the products of Orbotech and its fair value was determined using the Relief-from-Royalty Method under the income approach, which estimates the cost savings generated by a company related to the ownership of an asset for which it would otherwise have had to pay royalties or license fees on revenues earned through the use of the asset. The discount rate used was determined at the time of measurement based on an analysis of the implied internal rate of return of the transaction, weighted average cost of capital and weighted average return on assets. The economic useful life was determined based on the technology cycle related to each developed technology, as well as the cash flows over the forecast period.

(2)

Customer contracts and related relationships represent the fair value of the existing relationships with the Orbotech customers and its fair value was determined using the Multi-Period Excess Earning Method which involves isolating the net earnings attributable to the asset being measured based on present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. The economic useful life was determined based on historical customer turnover rates.

(3)

Backlog primarily relates to the dollar value of purchase arrangements with customers, effective, as of a given point in time, that are based on mutually agreed terms which, in some cases, may still be subject to completion of written documentation and may be changed or cancelled by the customer, often without penalty. Orbotech’s backlog consists of these arrangements with assigned shipment dates expected, in most cases, within three to twelve months. The fair value was determined using the Multi-Period Excess Earning Method. The economic useful life is based on the time to fulfill the outstanding order backlog obligation.


(4)	Trade name primarily relates to the “Orbotech” trade name. The fair value was determined by applying the relief-from-royalty method under the income approach. The economic useful life was determined based on the expected life of the trade name.


(5)	The favorable / unfavorable components of the acquired leases were determined using the Income Approach which involves present valuing the difference in future cash flows between the contracted lease payments and the rent payable to a market participant over the lease terms. The economic useful life is based on the remaining lease term.


(6)	The fair value of in-process research and development (“IPR&D”) was determined using the relief-from-royalty method under the income approach, which estimates the cost savings generated by a company related to the ownership of an asset for which it would otherwise have had to pay royalties or license fees on revenues earned through the use of the asset.

We believe the amounts of purchased intangible assets recorded above represent the fair values of and approximate the amounts a market participant would pay for, these intangible assets as of the acquisition date.

Our statements of operations for the three and nine months ended March 31, 2019 included revenue of $161.3 million and a net loss of $28.7 million from Orbotech.

Other Fiscal 2019 Acquisitions

During the three months ended March 31, 2019 we acquired three privately-held companies primarily to expand our products and services offerings for an aggregate purchase price of $118.0 million, including the fair value of the promise to pay additional consideration of up to $13.0 million contingent on the achievement of certain milestones. As of March 31, 2019, the estimated fair value of the additional consideration was $4.8 million, which is classified as a current liability on the condensed consolidated balance sheet.

During the three months ended September 30, 2018 we acquired two privately-held companies for an aggregate purchase price of $15.4 million, including the fair value of the promise to pay total additional consideration of up to $6.0 million contingent on the achievement of certain milestones. As of March 31, 2019, the estimated fair value of the additional consideration was $1.9 million, which is classified as a current liability on the condensed consolidated balance sheet.

None of these acquisitions were individually material to our consolidated financial statements.

The aggregate purchase price of the other fiscal 2019 acquisitions was allocated on a preliminary basis as follows:



(In thousands)	Fair Value
Net tangible assets (including Cash and cash equivalents of $2.6 million)	$	13,468
Identifiable intangible assets	76,630
Goodwill	43,357
Total	$	133,455

A portion of the goodwill is deductible for income tax purposes. Our statements of operations for the three and nine months ended March 31, 2019 included revenues of $2.3 million and $3.1 million, respectively, and net losses of $2.8 million and $3.5 million, respectively, from these privately-held companies.

KLA, in the aggregate for the Orbotech and other fiscal 2019 acquisitions, incurred approximately $37.2 million of acquisition-related costs, which are primarily included within selling, general and administrative expenses in our condensed consolidated statements of operations.

Fiscal 2018 Acquisition

In the fiscal year ended June 30, 2018, we acquired a product line from Keysight Technologies, Inc., a related party, for a total purchase consideration of $12.1 million, of which $5.2 million was allocated to goodwill based on the fair value at the acquisition date. Goodwill recognized was deductible for income tax purposes. For additional details, refer to Note 5 “Business Combinations,” of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended June 30, 2018.

Supplemental Unaudited Pro Forma Information:

The following unaudited pro forma financial information summarizes the combined results of operations for KLA-Tencor, Orbotech, and the three acquisitions completed in the third quarter of fiscal 2019 as if the companies were combined as of the beginning of fiscal year 2018. The unaudited pro forma information includes adjustments to amortization and depreciation for intangible assets and property, plant and equipment acquired, adjustments to stock-based compensation expense, the purchase accounting effect on inventory acquired, the purchase accounting effect on deferred revenue, interest expense and amortization of debt issuance costs associated with the Senior Notes financing, and transaction costs.

The table below reflects the impact of material and nonrecurring adjustments to the unaudited pro forma results for the three and nine months ended March 31, 2019 and 2018 that are directly attributable to the acquisitions:



	Three months ended						Nine months ended
	March 31,						March 31,
Non-recurring Adjustments (In thousands)	2019			2018			2019			2018
Decrease/ (increase) to revenue as a result of deferred revenue fair value adjustment	$	—		$	(536	)	$	—		$	5,625
(Decrease) / increase to expense as a result of inventory fair value adjustment	$	78		$	468		$	1,029		$	85,904
(Decrease) / increase to expense as a result of transaction costs	$	(53,342	)	$	(8,615	)	$	(61,378	)	$	65,535
(Decrease) / increase to expense as a result of compensation costs	$	1,724		$	3,009		$	7,918		$	39,820

The unaudited pro forma information presented below is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisitions actually occurred at the beginning of fiscal year 2018 or of the results of our future operations of the combined businesses.



	Pro Forma				Pro Forma
	Three months ended				Nine months ended
	March 31,				March 31,
(In thousands)	2019		2018		2019		2018
Revenues	$	1,160,678	$	1,271,326	$	4,165,268	$	3,730,272
Net income attributable to KLA-Tencor	$	192,577	$	293,593	$	1,033,653	$	260,537

We have not included pro forma results of operations for the acquisition of privately-held companies completed in the first quarter of fiscal 2019 herein as they were not material to us on either an individual or in aggregate. We included the results of operations of each acquisition in our condensed consolidated statements of operations from the date of each acquisition.