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): March 20, 2017
KEYSIGHT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-36334 | 46-4254555 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
||
1400 Fountaingrove Parkway Santa Rosa CA |
95403 | |
(Address of principal executive offices) | (Zip Code) |
Registrants 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:
☐ | 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 7.01 | Regulation FD Disclosure. |
Second Fiscal Quarter Updated Outlook
Keysight Technologies, Inc., a Delaware corporation (Keysight), provides guidance based on current market conditions and expectations.
Keysights second quarter has seen a continuation of the same trends seen in the first quarter, in particular strength across most end markets with the exception of aerospace, defense and government where the continuing Congressional budget resolution has delayed U.S. spending. Keysight now expects its second quarter 2017 revenue to be in the range of $725 million to $745 million, compared with prior guidance of $720 million to $760 million. Second quarter non-GAAP earnings per share are now expected to be in the range of $0.55 to $0.63, compared with prior guidance of $0.54 to $0.68. Non-GAAP earnings per share as projected for the second 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 U.S. generally accepted accounting principles (GAAP) amounts has been provided. Further information is discussed in the section titled Non-GAAP Measures below. In addition, our guidance for the second quarter of fiscal year 2017 does not reflect the impact of the pending acquisition of Ixia (the Merger) or any equity or debt financings associated therewith.
Risk Factors
Lawsuits have been filed against Ixia and us challenging the Merger, and an adverse ruling in the lawsuits may prevent or delay the Merger.
Between on or about February 23, 2017 and March 15, 2017, three putative class action lawsuits were filed in the United States District Court for the Central District of California on behalf of Ixias shareholders seeking, among other things, to temporarily and permanently enjoin the Merger and, if the Merger were to be consummated, to rescind the Merger. The lawsuits are captioned Witmer v. Ixia , et al., 17-cv-1483 (C.D. Cal.), Krishna v. Ixia , et al., 17-cv-1840 (C.D. Cal.), and Joyce v. Ixia , 17-cv-2071 (C.D. Cal.). Each of the three complaints names Ixia and certain Ixia officers and directors as defendants, and the Witmer and Krishna complaints also name us and Merger Sub as defendants. On March 16, 2017, the Joyce plaintiff filed a motion for a preliminary injunction seeking to enjoin Ixias shareholder vote on the Merger until Ixia makes certain additional disclosures concerning the Merger. The plaintiff has requested that the preliminary injunction motion be heard by the court prior to the shareholder vote, which is scheduled for April 12, 2017.
If these actions, or similar actions that may be brought, are successful, the Merger could be prevented, delayed, or rescinded, and Keysight could be liable for monetary damages, fees, and costs. Additionally, we may incur significant expenses defending or settling any such actions.
One condition to closing the Merger is the absence of any law, order, judgment or other similar legal restraint by a court or other governmental entity that prevents, declares unlawful, or enjoins or prohibits the consummation of the Merger. If plaintiffs are successful in obtaining an injunction prohibiting the consummation of the Merger, then any such injunction may prevent the Merger from being completed, or from being completed within the expected timeframe.
Our actual operating results may differ significantly from the forward-looking statements included or incorporated by reference in this Current Report on Form 8-K.
From time to time, we have made or may make forward-looking statements regarding our future performance, the future performance of the combined company or the impacts and effects of the Merger on our or the combined companys operations, that represent our managements best estimates as of the date the forward-looking statements are made. These forward-looking statements are prepared by our management and are qualified by, and subject to, the assumptions and the other information contained or referred to in the filing, release or presentation in which they are made. Neither our independent registered public accounting firm nor any other independent expert or outside party compiles or examines these forward-looking statements and, accordingly, no such person expresses any opinion or any other form of assurance with respect thereto.
Any such forward-looking statements are based upon a number of assumptions and estimates that, while presented with numerical specificity, are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and are based upon specific assumptions with respect to future business decisions, some of which will change. We sometimes state possible outcomes as high and low ranges which are intended to provide a sensitivity analysis as variables are changed but are not intended to represent that actual results could not fall outside of the suggested ranges. The principal reason that we release this data is to provide a basis for our management to discuss our and the combined companys business outlook with analysts and investors. We do not accept any responsibility for any projections or reports published by any such persons.
Any such forward-looking statements are necessarily speculative in nature, and it can be expected that some or all of the assumptions of the forward-looking statements made by us will not materialize or will vary significantly from actual results. In particular, visibility into our markets is limited. The change of government administrations in the United States has exacerbated this issue in our aerospace, defense and government business. As a result, our ability to forecast our short term performance is even more limited. Accordingly, our forward-looking statements are only an estimate of what management believes is realizable as of the date the statements are made. Actual results will vary from our forward-looking statements and the variations may be material. Investors should also recognize that the reliability of any forecasted financial data diminishes the further in the future that the data is forecast. In light of the foregoing, investors are urged to put the forward-looking statements in context and not to place undue reliance on them.
Any failure by us or the combined company to successfully implement our operating strategy or the occurrence of any of the events or circumstances set forth in this Current Report on Form 8-K could result in the actual operating results being different than the forward-looking statements we have made about, among other things, our and the combined companys performance after giving effect to the Merger or any impacts of the Merger on our or the combined companys results of operations, and such differences may be adverse and material. In addition, we have disclosed, and may from time to time disclose or announce, potential synergies that may be obtained in the future as a result of the Merger or other closed and pending acquisitions, including measures of revenue, cost, earnings per share and profitability that give effect to potential synergies. Our determination of potential synergies (and such measures of revenue, cost, earnings per share and profitability) is based upon various assumptions and estimates that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control, and are based upon specific assumptions with respect to future business decisions, some of which will change. We cannot guarantee that we will necessarily generate all of the anticipated synergies from the Merger or any other acquisition we may enter into. All disclosures regarding synergies (and any related measures of revenue, cost, earnings per share and profitability) included or incorporated by reference in this Current Report on Form 8-K should be reviewed together with the Risk Factors included in and incorporated by reference in this Current Report on Form 8-K.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements as defined in the Securities Exchange Act of 1934, as amended (the Exchange Act), and is subject to the safe harbors created therein. The forward-looking statements contained herein include, but are not limited to, information regarding Keysights future revenues, earnings and profitability; the future demand for the companys products and services; and customer expectations. These forward-looking statements involve risks and uncertainties that could cause Keysights results to differ materially from managements 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; timing and ability to close the Ixia acquisition, and the risk that we are not able to realize the savings or benefits expected from integration and restructuring activities.
In addition, other risks that Keysight faces include those detailed in Keysights filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended October 31, 2016 and Quarterly Report on Form 10-Q for the quarter ended January 31, 2017. Forward-looking statements are based on the beliefs and assumptions of Keysights 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 managements 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.
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 second quarter 2017 to GAAP amounts.
The information in this Item 7.01 is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that Section, nor shall such information be deemed to be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise stated in that filing.
Item 8.01 | Other events. |
As previously announced in the Current Report on Form 8-K filed by Keysight Technologies, Inc., a Delaware corporation (the Company or Keysight) with the Securities and Exchange Commission (the SEC) on January 30, 2017, the Company entered into an Agreement and Plan of Merger (Merger Agreement) with Ixia, a California corporation (Ixia). On February 2, 2017, Keysight Acquisition, Inc., a California corporation and the Companys wholly owned subsidiary (Merger Sub), executed a joinder agreement to the Merger Agreement. The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, for the merger of Merger Sub with and into Ixia (the Merger), with Ixia surviving the Merger as our wholly owned subsidiary.
Upon the consummation of the Merger, each share of Ixia common stock outstanding immediately prior to the effective time of the Merger (other than shares held by holders who have properly perfected their dissenters rights under Chapter 13 of the General Corporation Law of the State of California, and shares owned by Keysight or Merger Sub, or by any subsidiary of Keysight, Merger Sub, or Ixia), will be automatically cancelled and converted into the right to receive the Merger consideration of $19.65 per share payable in cash, without interest and less any applicable withholding taxes required by law.
The Company is not currently required to file on a Current Report on Form 8-K the historical financial statements of Ixia pursuant to Article 3-05 of Regulation S-X under the Securities Act of 1933, as amended (Regulation S-X), or furnish pro forma financial information giving effect to the Merger pursuant to Article 11 of Regulation S-X or Rule 8-05 of Regulation S-X. Nonetheless, the Company is filing the unaudited pro forma condensed combined financial data in this Exhibit 99.1 to aid investor understanding, and such data is expected to be incorporated by reference into one or more registration statements to be filed by the Company.
In connection with the proposed Merger, the Company is filing as Exhibit 99.1 hereto and incorporating by reference herein (i) the unaudited pro forma condensed combined balance sheet as of January 31, 2017 and (ii) the unaudited pro forma condensed combined statement of operations for (A) the year ended October 31, 2016 and (B) the three month periods ended January 31, 2017 and 2016; in each case together with the notes related thereto. Also in connection with the proposed Merger, the Company is filing as Exhibit 99.2 hereto and incorporating by reference herein Item 8. Financial Statements and Supplementary Data and Item 9A. Controls and Procedures of Ixias Annual Report on Form 10-K for the fiscal year ended December 31, 2016 as filed March 1, 2017.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
|
Description |
|
23.1* | Consent of Deloitte & Touche LLP, independent registered public accounting firm of Ixia. | |
99.1* | The unaudited pro forma condensed combined balance sheet as of January 31, 2017 and the unaudited pro forma condensed statement of operations for year ended October 31, 2016 and the three month periods ended January 31, 2017 and 2016; in each case together with the notes related thereto. | |
99.2 | Item 8. Financial Statements and Supplementary Data and Item 9A. Controls and Procedures of Ixias Annual Report on Form 10-K for the fiscal year ended December 31, 2016 (as filed with the SEC on March 1, 2017 and incorporated by reference herein). |
* | Filed herewith. |
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: March 20, 2017 |
EXHIBIT INDEX
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-199507 on Form S-8 of Keysight Technologies, Inc. of our reports dated March 1, 2017, relating to the consolidated financial statements of Ixia and subsidiaries, and the effectiveness of Ixia and subsidiaries internal control over financial reporting, appearing in the Annual Report on Form 10-K of Ixia for the year ended December 31, 2016 and incorporated by reference in this Current Report on Form 8-K of Keysight Technologies, Inc.
/s/ DELOITTE & TOUCHE LLP
Los Angeles, California
March 20, 2017
Exhibit 99.1
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On January 30, 2017 (the Merger Agreement Date), Keysight Technologies, Inc., a Delaware corporation (Keysight), entered into an Agreement and Plan of Merger (the Merger Agreement) with Ixia, a California corporation (Ixia), and by a joinder dated February 2, 2017, Keysight Acquisition, Inc., a California corporation and Keysights wholly owned subsidiary (Merger Sub). The Merger Agreement provides, among other things and subject to the terms and conditions set forth therein, for the merger of Merger Sub with and into Ixia (the Merger), with Ixia surviving the Merger as a wholly-owned subsidiary of Keysight. The following unaudited pro forma condensed combined financial information is presented to illustrate the estimated effects of the pending Merger and the financing transactions.
The following unaudited pro forma condensed combined financial information is based upon the historical financial statements of Keysight, after giving effect to the Merger with Ixia. The unaudited pro forma condensed combined financial information also gives effect to the anticipated transactions undertaken to finance the Merger with Ixia. The Merger is expected to close no later than October 30, 2017, and is subject to customary closing conditions including, among others, (i) the approval of the Merger Agreement and the principal terms of the merger by the Ixia shareholders having been obtained, (ii) all applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, having expired or been terminated, which occurred on February 27, 2017; (iii) no governmental authority having enacted, entered, or enforced any order or law which is in effect and declares unlawful or enjoins or prohibits the consummation of the Merger; (iv) all approvals or consents required under certain foreign antitrust laws having been obtained and (v) certain other customary closing conditions. The closing of the Merger is not subject to any financing condition. Under the terms of the Merger Agreement, Keysight is offering to acquire each share of Ixia common stock outstanding immediately prior to the effective time of the Merger (other than shares held by holders who have properly perfected their dissenters rights under Chapter 13 of the General Corporation Law of the State of California (the dissenting shares), and shares owned by Keysight or Merger Sub, or by any subsidiary of Keysight, Merger Sub, or Ixia (except to the extent held on behalf of a third party) (the excluded shares)) for the consideration of $19.65 per share payable in cash, without interest and less any applicable withholding taxes required by law (the Merger Consideration). All of the outstanding Ixia equity awards will be cancelled in exchange for the consideration set forth in the Merger Agreement.
The unaudited pro forma condensed combined financial information and related notes have been prepared utilizing period ends that differ by fewer than 93 days, as permitted by Regulation S-X. The unaudited pro forma condensed combined balance sheet as of January 31, 2017 combines the historical balance sheet of Keysight as of January 31, 2017 and Ixias historical balance sheet as of December 31, 2016, giving effect to the Merger and the financing transactions, as if they had all been completed on January 31, 2017.
The unaudited pro forma condensed combined statement of operations for the year ended October 31, 2016 combines Keysights audited consolidated statement of operations for the year ended October 31, 2016 with Ixias audited consolidated statement of operations for the year ended December 31, 2016. The unaudited pro forma condensed combined statement of operations for the three months ended January 31, 2017 combines Keysights unaudited consolidated statement of operations for the three months ended January 31, 2017 with Ixias unaudited consolidated statement of operations for the three months ended December 31, 2016. The unaudited pro forma condensed combined statement of operations for the three months ended January 31, 2016 combines Keysights unaudited consolidated statement of operations for the three months ended January 31, 2016 with Ixias unaudited consolidated statement of operations for the three months ended December 31, 2015. The historical results of Ixia for the fiscal year ended December 31, 2016 and the three months ended December 31, 2016, each include Ixias historical results for the three months ended December 31, 2016. The unaudited pro forma condensed combined statements of operations give effect to the Merger and the financing transactions as if they had occurred on November 1, 2015.
For purposes of the unaudited pro forma condensed combined statement of operations for the three months ended January 31, 2017, the historical Ixia amounts were derived by subtracting from the consolidated statement of operations for the fiscal year ended December 31, 2016 the consolidated statement of operations for the nine months ended September 30, 2016. For purposes of the unaudited pro forma condensed combined statement of operations for the three months ended January 31, 2016, the historical Ixia amounts were derived by subtracting from the consolidated statement of operations for the fiscal year ended December 31, 2015 the consolidated statement of operations for the nine months ended September 30, 2015.
1
Certain amounts in the consolidated historical financial statements of Ixia have been reclassified in the unaudited pro forma condensed combined financial information to conform to Keysights financial statement presentation.
The following unaudited pro forma condensed combined financial information and related notes present the historical financial information of Keysight and Ixia, adjusted to give pro forma effect to events that are (1) directly attributable to the Merger, (2) factually supportable and (3) with respect to the unaudited pro forma condensed combined statements of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information should be read in conjunction with the:
| separate audited consolidated financial statements of Keysight as of and for the year ended October 31, 2016 and the related notes in our Annual Report on Form 10-K for our fiscal year ended October 31, 2016; |
| separate unaudited consolidated financial statements of Keysight as of and for the three months ended January 31, 2017 and the related notes, in our Quarterly Report on Form 10-Q for the period ended January 31, 2017; |
| separate audited consolidated financial statements of Ixia as of and for the fiscal years ended December 31, 2016 and December 31, 2015 and the notes related to each in Ixias Annual Report on Form 10-K for its fiscal year ended December 31, 2016, as incorporated by reference in the Current Report on Form 8-K to which this Exhibit 99.1 is attached; and |
| separate unaudited consolidated financial statements of Ixia as of and for the nine months ended September 30, 2016 and the nine months ended September 30, 2015 and the notes related to each in Ixias Quarterly Report on Form 10-Q for its period ended September 30, 2016. |
The unaudited pro forma condensed combined financial information presented is for illustrative purposes only and is not necessarily indicative of the financial position or results of operations that would have been realized if the Merger and financing transactions had been completed on the dates indicated, nor is it indicative of future operating results or financial position. The pro forma adjustments represent Keysights managements best estimates and are based upon currently available information and certain assumptions that Keysight believes are reasonable under the circumstances. The final valuation may materially change the allocation of the purchase consideration, which could materially affect the fair values assigned to the assets and liabilities and could result in a material change to the unaudited pro forma condensed combined financial information. Refer to Note 3 of the Notes to Unaudited Pro Forma Condensed Combined Financial Information for more information on the basis of preparation.
Keysight is not currently required to file on a Current Report on Form 8-K the historical financial statements of Ixia pursuant to Article 3-05 of Regulation S-X under the Securities Act of 1933, as amended (Regulation S-X), or furnish pro forma financial information giving effect to the Merger pursuant to Article 11 of Regulation S-X or Rule 8-05 of Regulation S-X. Nonetheless, Keysight is filing the unaudited pro forma condensed combined financial data in this Exhibit 99.1 to aid investor understanding, and such data is expected to be incorporated by reference into one or more registration statements to be filed by Keysight.
2
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JANUARY 31, 2017
Historical
Keysight as of January 31, 2017 |
Historical
Ixia as of December 31, 2016 |
Reclassification
Adjustments [4] |
Financing
Adjustments |
Purchase
Accounting Adjustments |
Pro Forma
Combined |
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(in millions) | ||||||||||||||||||||||||||||||||
ASSETS |
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Current assets: |
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Cash and cash equivalents |
$ | 896 | $ | 72 | $ | | $ | 1,265 | [6b] | $ | (1,749 | ) | [5] | $ | 881 | |||||||||||||||||
444 | [6a] | (39 | ) | [8] | ||||||||||||||||||||||||||||
(8 | ) | [6b] | ||||||||||||||||||||||||||||||
Marketable securities |
| 71 | (71 | ) | | | | |||||||||||||||||||||||||
Accounts receivable, net |
395 | 103 | | | | 498 | ||||||||||||||||||||||||||
Inventory |
479 | 29 | | | 83 | [7a] | 591 | |||||||||||||||||||||||||
Other current assets |
162 | 30 | | (8 | ) | [6b] | | 184 | ||||||||||||||||||||||||
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Total current assets |
1,932 | 305 | (71 | ) | 1,693 | (1,705 | ) | 2,154 | ||||||||||||||||||||||||
Property, plant and equipment, net |
494 | 37 | | | 15 | [7b] | 546 | |||||||||||||||||||||||||
Goodwill |
721 | 339 | | | 594 | [5] | 1,654 | |||||||||||||||||||||||||
Other intangible assets, net |
197 | 66 | | | 667 | [7c] | 930 | |||||||||||||||||||||||||
Long-term investments |
60 | | 71 | | | 131 | ||||||||||||||||||||||||||
Long-term deferred tax assets |
342 | | 5 | | (9 | ) | [7d] | 338 | ||||||||||||||||||||||||
Other assets |
123 | 11 | (5 | ) | | | 129 | |||||||||||||||||||||||||
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Total assets |
$ | 3,869 | $ | 758 | $ | | $ | 1,693 | $ | (438 | ) | $ | 5,882 | |||||||||||||||||||
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LIABILITIES AND EQUITY |
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Current liabilities: |
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Accounts payable |
$ | 172 | $ | 10 | $ | | $ | | $ | (2 | ) | [8] | $ | 180 | ||||||||||||||||||
Accrued expenses and other |
| 39 | (39 | ) | | | | |||||||||||||||||||||||||
Employee compensation and benefits |
146 | | 25 | | (2 | ) | [5] | 169 | ||||||||||||||||||||||||
Deferred revenue |
191 | 116 | | | (66 | ) | [7f] | 241 | ||||||||||||||||||||||||
Income and other taxes payable |
19 | | 1 | | | 20 | ||||||||||||||||||||||||||
Current portion of long-term debt |
| 5 | | | (5 | ) | [7i] | | ||||||||||||||||||||||||
Other accrued liabilities |
68 | | 13 | (8 | ) | [6b] | (1 | ) | [7e] | 70 | ||||||||||||||||||||||
(1 | ) | [7i] | ||||||||||||||||||||||||||||||
(1 | ) | [8] | ||||||||||||||||||||||||||||||
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Total current liabilities |
596 | 170 | | (8 | ) | (78 | ) | 680 | ||||||||||||||||||||||||
Long-term debt |
1,093 | 29 | | 1,265 | [6b] | 29 | [7i] | 2,358 | ||||||||||||||||||||||||
Retirement and post-retirement benefits |
384 | | | | | 384 | ||||||||||||||||||||||||||
Long-term deferred revenue |
74 | 31 | | | (18 | ) | [7f] | 87 | ||||||||||||||||||||||||
Other long-term liabilities |
74 | 17 | | | 270 | [7d] | 358 | |||||||||||||||||||||||||
(3 | ) | [7e] | ||||||||||||||||||||||||||||||
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Total liabilities |
2,221 | 247 | | 1,257 | 142 | 3,867 | ||||||||||||||||||||||||||
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Total equity: |
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Stockholders equity: |
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Preferred stock |
| | | | | | ||||||||||||||||||||||||||
Common stock |
2 | 209 | | 5 | [6a] | (209 | ) | [7g] | 7 | |||||||||||||||||||||||
Treasury stock at cost |
(62 | ) | | | | | (62 | ) | ||||||||||||||||||||||||
Additional paid-in-capital |
1,271 | 243 | | 439 | [6a] | (243 | ) | [7g] | 1,710 | |||||||||||||||||||||||
Retained earnings |
1,048 | 60 | | (8 | ) | [6b] | (129 | ) | [7h] | 971 | ||||||||||||||||||||||
Accumulated other comprehensive loss |
(611 | ) | (1 | ) | | | 1 | [7g] | (611 | ) | ||||||||||||||||||||||
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Total stockholders equity |
1,648 | 511 | | 436 | (580 | ) | 2,015 | |||||||||||||||||||||||||
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Total liabilities and equity |
$ | 3,869 | $ | 758 | $ | | $ | 1,693 | $ | (438 | ) | $ | 5,882 | |||||||||||||||||||
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See accompanying notes to unaudited pro forma condensed combined financial information.
3
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED OCTOBER 31, 2016
Year Ended | ||||||||||||||||||||||||||||||||
Historical
Keysight - October 31, 2016 |
Historical
Ixia - December 31, 2016 |
Reclassification
Adjustments [4] |
Financing
Adjustments |
Purchase
Accounting Adjustments |
Pro Forma
Combined |
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(in millions, except per share data) | ||||||||||||||||||||||||||||||||
Net revenue: |
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Products |
$ | 2,440 | $ | 311 | $ | (1 | ) | $ | | $ | | $ | 2,750 | |||||||||||||||||||
Services and other |
478 | 174 | | | (60 | ) | [7f] | 592 | ||||||||||||||||||||||||
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|||||||||||||||||||||
Total net revenue |
2,918 | 485 | (1 | ) | | (60 | ) | 3,342 | ||||||||||||||||||||||||
Costs and expenses: |
||||||||||||||||||||||||||||||||
Cost of products |
1,042 | 88 | | | 64 | [7c] | 1,194 | |||||||||||||||||||||||||
Cost of services and other |
252 | 16 | 268 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total costs |
1,294 | 104 | | | 64 | 1,462 | ||||||||||||||||||||||||||
Research and development |
425 | 102 | | | | 527 | ||||||||||||||||||||||||||
Selling, general and administrative |
818 | | 260 | | 1 | [7c] | 1,078 | |||||||||||||||||||||||||
(1 | ) | [8] | ||||||||||||||||||||||||||||||
Sales and marketing |
| 162 | (162 | ) | | | | |||||||||||||||||||||||||
General and administrative |
| 59 | (59 | ) | | | | |||||||||||||||||||||||||
Amortization of intangible assets |
| 39 | (39 | ) | | | | |||||||||||||||||||||||||
Acquisition and other related costs |
| 1 | (1 | ) | | | | |||||||||||||||||||||||||
Restructuring |
| | | | | | ||||||||||||||||||||||||||
Other operating expense (income), net |
(25 | ) | | | | | (25 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total costs and expenses |
2,512 | 467 | (1 | ) | | 64 | 3,042 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Income from operations |
406 | 18 | | | (124 | ) | 300 | |||||||||||||||||||||||||
Interest income |
3 | | | | | 3 | ||||||||||||||||||||||||||
Interest expense |
(47 | ) | (1 | ) | | (52 | ) | [6c] | 1 | [7i] | (99 | ) | ||||||||||||||||||||
Other income (expense), net |
4 | | | | | 4 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Income before taxes |
366 | 17 | | (52 | ) | (123 | ) | 208 | ||||||||||||||||||||||||
Provision (benefit) for income taxes |
31 | 51 | | (20 | ) | [9] | (48 | ) | [9] | 14 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net income (loss) |
$ | 335 | $ | (34 | ) | $ | | $ | (32 | ) | $ | (75 | ) | $ | 194 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net income per share: |
||||||||||||||||||||||||||||||||
Basic |
$ | 1.97 | $ | 1.07 | ||||||||||||||||||||||||||||
Diluted |
$ | 1.95 | $ | 1.05 | ||||||||||||||||||||||||||||
Weighted average shares used in computing net income per share: |
|
|||||||||||||||||||||||||||||||
Basic |
170 | 12 | [10] | 182 | ||||||||||||||||||||||||||||
Diluted |
172 | 12 | [10] | 184 |
See accompanying notes to unaudited pro forma condensed combined financial information.
4
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JANUARY 31, 2017
Three Months Ended | ||||||||||||||||||||||||||||||||
Historical
Keysight - January 31, 2017 |
Historical
Ixia - December 31, 2016 |
Reclassification
Adjustments [4] |
Financing
Adjustments |
Purchase
Accounting Adjustments |
Pro Forma
Combined |
|||||||||||||||||||||||||||
(in millions, except per share data) | ||||||||||||||||||||||||||||||||
Net revenue: |
||||||||||||||||||||||||||||||||
Products |
$ | 606 | $ | 82 | $ | | $ | | $ | | $ | 688 | ||||||||||||||||||||
Services and other |
120 | 46 | | | (4 | ) | [7f] | 162 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total net revenue |
726 | 128 | | | (4 | ) | 850 | |||||||||||||||||||||||||
Costs and expenses: |
||||||||||||||||||||||||||||||||
Cost of products |
255 | 23 | | | 16 | [7c] | 294 | |||||||||||||||||||||||||
Cost of services and other |
67 | 4 | | | | 71 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total costs |
322 | 27 | | | 16 | 365 | ||||||||||||||||||||||||||
Research and development |
108 | 25 | | | (1 | ) | [7b] | 132 | ||||||||||||||||||||||||
Selling, general and administrative |
213 | | 69 | | (3 | ) | [8] | 279 | ||||||||||||||||||||||||
Sales and marketing |
| 44 | (44 | ) | | | | |||||||||||||||||||||||||
General and administrative |
| 14 | (14 | ) | | | | |||||||||||||||||||||||||
Amortization of intangible assets |
| 10 | (10 | ) | | | | |||||||||||||||||||||||||
Acquisition and other related costs |
| 1 | (1 | ) | | | | |||||||||||||||||||||||||
Restructuring |
| | | | | | ||||||||||||||||||||||||||
Other operating expense (income), net |
(79 | ) | | | | | (79 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total costs and expenses |
564 | 121 | | | 12 | 697 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Income from operations |
162 | 7 | | | (16 | ) | 153 | |||||||||||||||||||||||||
Interest income |
1 | | | | | 1 | ||||||||||||||||||||||||||
Interest expense |
(12 | ) | | | (13 | ) | [6c] | | (25 | ) | ||||||||||||||||||||||
Other income (expense), net |
1 | | | | | 1 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Income before taxes |
152 | 7 | | (13 | ) | (16 | ) | 130 | ||||||||||||||||||||||||
Provision (benefit) for income taxes |
43 | 45 | | (5 | ) | [9] | (6 | ) | [9] | 77 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net income |
$ | 109 | $ | (38 | ) | $ | | $ | (8 | ) | $ | (10 | ) | $ | 53 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net income per share: |
||||||||||||||||||||||||||||||||
Basic |
$ | 0.64 | $ | 0.29 | ||||||||||||||||||||||||||||
Diluted |
$ | 0.63 | $ | 0.29 | ||||||||||||||||||||||||||||
Weighted average shares used in computing net income per share: |
|
|||||||||||||||||||||||||||||||
Basic |
171 | 12 | [10] | 183 | ||||||||||||||||||||||||||||
Diluted |
173 | 12 | [10] | 185 |
See accompanying notes to unaudited pro forma condensed combined financial information.
5
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JANUARY 31, 2016
Three Months Ended | ||||||||||||||||||||||||||||||||
Historical
Keysight - January 31, 2016 |
Historical
Ixia - December 31, 2015 |
Reclassification
Adjustments [4] |
Financing
Adjustments |
Purchase
Accounting Adjustments |
Pro Forma
Combined |
|||||||||||||||||||||||||||
(in millions, except per share data) | ||||||||||||||||||||||||||||||||
Net revenue: |
||||||||||||||||||||||||||||||||
Products |
$ | 601 | $ | 97 | $ | | $ | | $ | | $ | 698 | ||||||||||||||||||||
Services and other |
120 | 41 | | | (15 | ) | [7f] | 146 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total net revenue |
721 | 138 | | | (15 | ) | 844 | |||||||||||||||||||||||||
Costs and expenses: |
||||||||||||||||||||||||||||||||
Cost of products |
260 | 26 | | | 16 | [7c] | 302 | |||||||||||||||||||||||||
Cost of services and other |
69 | 4 | | | | 73 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total costs |
329 | 30 | | | 16 | 375 | ||||||||||||||||||||||||||
Research and development |
108 | 30 | | | | 138 | ||||||||||||||||||||||||||
Selling, general and administrative |
200 | | 64 | | | 264 | ||||||||||||||||||||||||||
Sales and marketing |
| 39 | (39 | ) | | | | |||||||||||||||||||||||||
General and administrative |
| 15 | (15 | ) | | | | |||||||||||||||||||||||||
Amortization of intangible assets |
| 10 | (10 | ) | | | | |||||||||||||||||||||||||
Acquisition and other related costs |
| | | | | | ||||||||||||||||||||||||||
Restructuring |
| | | | | | ||||||||||||||||||||||||||
Other operating expense (income), net |
(14 | ) | | | | | (14 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total costs and expenses |
623 | 124 | | | 16 | 763 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Income from operations |
98 | 14 | | | (31 | ) | 81 | |||||||||||||||||||||||||
Interest income |
1 | | | | | 1 | ||||||||||||||||||||||||||
Interest expense |
(12 | ) | (2 | ) | | (13 | ) | [6c] | 2 | [7i] | (25 | ) | ||||||||||||||||||||
Other income (expense), net |
(3 | ) | | | | | (3 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Income before taxes |
84 | 12 | | (13 | ) | (29 | ) | 54 | ||||||||||||||||||||||||
Provision (benefit) for income taxes |
20 | 6 | | (5 | ) | [9] | (11 | ) | [9] | 10 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net income |
$ | 64 | $ | 6 | $ | | $ | (8 | ) | $ | (18 | ) | $ | 44 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Net income per share: |
||||||||||||||||||||||||||||||||
Basic |
$ | 0.37 | $ | 0.24 | ||||||||||||||||||||||||||||
Diluted |
$ | 0.37 | $ | 0.24 | ||||||||||||||||||||||||||||
Weighted average shares used in computing net income per share: |
|
|||||||||||||||||||||||||||||||
Basic |
171 | 12 | [10] | 183 | ||||||||||||||||||||||||||||
Diluted |
172 | 12 | [10] | 184 |
See accompanying notes to unaudited pro forma condensed combined financial information.
6
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
1. | Description of the Merger with Ixia |
On January 30, 2017, Keysight entered into the Merger Agreement with Ixia, and by a joinder dated February 2, 2017, Merger Sub. Subject to the terms and conditions of the Merger Agreement, Ixia will survive the Merger as a wholly owned subsidiary of Keysight, and each share of Ixia common stock outstanding immediately prior to the effective time of the Merger (other than the dissenting shares and the excluded shares) will be converted into the right to receive the Merger Consideration. The Merger will be funded with a combination of cash on balance sheet and cash provided from the financing transactions and issuance of new Keysight equity.
As a result of the Merger, subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised Ixia stock option with an exercise price per share below the Merger Consideration, whether or not vested, will be cancelled and converted into the right to receive a cash payment equal to the merger consideration of $19.65 per share over the exercise price per share of such option, without interest and less any tax withholding required by law, and each Ixia stock option with an exercise price per share that is equal to or greater than $19.65 will be cancelled and will not receive any Merger Consideration. Each outstanding Ixia restricted stock unit not subject to a performance-based vesting condition, whether or not vested, will be cancelled and converted into the right to receive a cash payment equal to the Merger Consideration for each share of Ixia common stock underlying such restricted stock unit. Each outstanding Ixia restricted stock unit that remains subject to a performance-based vesting condition will become earned at the target performance level and will be canceled and converted into the right to receive a cash payment equal to the Merger Consideration for each share of Ixia common stock underlying such restricted stock unit. Prior to the effective time of the Merger, any amounts credited to the accounts of participants in Ixias employee stock purchase plan (the ESPP) will be used to purchase shares of Ixia common stock, and each such share shall then be converted into the right to receive a cash payment equal to the Merger Consideration.
2. | Description of the Equity Offering and Financing Activities |
In connection with the Merger, Keysight is expected to incur approximately $1.3 billion principal amount of new indebtedness (the Financing) in the form of (1) unsecured senior debt financing (the Debt Financing), (2) amounts drawn on Keysights existing unsecured revolving credit facility (the Revolving Credit Facility) and (3) a senior unsecured term loan facility (the Term Loan Facility). Proceeds from the Financing will be used to (i) finance the Merger and (ii) pay fees and expenses related to the Merger and the Financing (collectively, the Merger Payments). Additionally, Keysight expects to issue shares of its common stock, par value $0.01 per share (the Common Stock), to outside investors to finance a portion of the Merger (however, this offering is not contingent on the consummation of the Merger). Keysight may also draw amounts on a 364-day bridge loan facility (the Bridge Facility) in the case that its existing balance sheet cash and the net proceeds from the contemplated Financing and equity offering are less than the total amount required to be paid in connection with the Merger. Keysight does not currently expect that amounts drawn from the Bridge Facility will be necessary to finance the Merger and no adjustment for borrowings under the Bridge Facility has been reflected in the unaudited pro forma condensed combined financial information.
Keysight expects to obtain approximately $700 million of unsecured senior debt financing to finance a portion of the Merger Payments. However, in the event we are unable to obtain such Debt Financing prior to the closing of the Merger, we have obtained committed financing in the form of a senior unsecured bridge loan commitment as described below.
On February 15, 2017, Keysight entered into an amended and restated revolving credit agreement (the Amended and Restated Credit Agreement), by and among Keysight, certain lenders party thereto and Citibank, N.A., as administrative agent, which amended and restated in its entirety Keysights existing credit agreement. The Amended and Restated Credit Agreement provides for, among other things, the $450 million five-year unsecured Revolving Credit Facility that will expire on February 15, 2022, subject to extension under certain circumstances described therein. In addition, the Amended and Restated Credit Agreement permits Keysight, subject to certain customary conditions, on one or more occasions to request to increase the total commitments under the Revolving Credit Facility by up to $150 million in the aggregate. Keysight may borrow up to $170 million under the Revolving Credit Facility to finance a portion of the Merger Payments. The Revolving Credit Facility bears interest at LIBOR plus a margin ranging from 1.000% to 1.650% based on Keysights credit rating.
7
On February 15, 2017, Keysight entered into a term credit agreement (the Term Credit Agreement), by and among Keysight, certain lenders party thereto and Goldman Sachs Bank USA, as administrative agent. The Term Credit Agreement provides for the three-year $400 million delayed draw senior unsecured Term Loan Facility. The Term Loan Facility will be available to Keysight upon the closing of the Merger, subject to certain other customary conditions. The Term Loan Facility is intended to be used to finance, in part, the Merger, the payment of fees and expenses related thereto. The Term Loan Facility bears interest at LIBOR plus a margin ranging from 1.125% to 2.000% based on Keysights credit rating. The commitments under the Term Loan Facility automatically terminate on the first to occur of (a) the consummation of the Merger without the borrowing of any loans under the Term Loan Facility, (b) the termination of the Merger Agreement in accordance with its terms or (c) 5:00 p.m., Eastern time, on October 30, 2017.
In connection with Keysights entry into the Merger Agreement, Keysight has entered into a commitment letter, pursuant to which certain lenders have agreed to provide a senior unsecured 364-day Bridge Facility of up to $1.28 billion (after giving effect to a dollar-for-dollar reduction of the commitment upon our entry into the Term Loan Facility) in the aggregate for the purpose of providing the financing necessary to pay a portion of the Merger Payments. The Bridge Loan Commitment will be further reduced on a dollar-for-dollar basis by, among other things, the net proceeds of the Financing and the equity offering completed prior to the consummation of the Merger.
3. | Basis of Preparation |
The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) Topic 805, Business Combinations , with Keysight being the accounting acquirer, using the fair value concepts defined in ASC Topic 820, Fair Value Measurement, and based on the historical consolidated financial statements of Keysight and Ixia. Under ASC 805, all of the assets acquired and liabilities assumed in a business combination are recognized at their assumed merger date fair value, while transaction costs and restructuring costs associated with the business combination are expensed as incurred. The excess of the merger consideration over the fair value of assets acquired and liabilities assumed, if any, is allocated to goodwill. Acquired in-process research and development (IPR&D) is recorded at fair value as an indefinite-lived intangible asset at the assumed merger date until the completion or abandonment of the associated research and development efforts. Upon completion of development, acquired IPR&D assets are considered amortizable, finite-lived assets.
The allocation of the respective purchase consideration of the Merger depends upon certain estimates and assumptions, all of which are preliminary. The allocation of the purchase consideration has been made for the purpose of developing the unaudited pro forma condensed combined financial information. Keysight has not completed the detailed valuation work necessary to finalize the required estimated fair values of Ixias assets to be acquired and liabilities to be assumed and the related allocation of purchase price. The final allocation of the purchase price will be determined after the Merger is completed and after completion of an analysis to determine the estimated net fair value of Ixias assets and liabilities. This final valuation will be based on the actual net tangible and intangible assets of Ixia existing at the Merger date. The final valuation may materially change the allocation of purchase consideration, which could materially affect the fair values assigned to the assets and liabilities and could result in a material change to the unaudited pro forma condensed combined financial information.
The pro forma adjustments represent Keysight managements best estimates and are based upon currently available information and certain assumptions that Keysight believes are reasonable under the circumstances. Keysight is not aware of any material transactions between Keysight and Ixia (prior to the Merger Agreement Date) during the periods presented, hence adjustments to eliminate transactions between Keysight and Ixia have not been reflected in the unaudited pro forma condensed combined financial information.
Upon consummation of the Merger, Keysight will perform a comprehensive review of Ixias accounting policies. As a result of the review, Keysight may identify differences between the accounting policies of the two companies which, when conformed, could have a material impact on the combined financial information. Based on its initial analysis, Keysight did not identify any differences that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information assumes there are no differences in accounting policies.
8
The pro forma financial information is presented solely for informational purposes and is not necessarily indicative of the combined results of operations or financial position that might have been achieved for the periods or dates indicated, nor is it necessarily indicative of the future results of the combined company. The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined company may achieve as a result of the Merger, the costs to integrate the operations of Keysight and Ixia or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements.
Notes to Unaudited Pro Forma Adjustments
4. | Reclassification Adjustments |
The accounting policies used in the preparation of this unaudited pro forma condensed combined financial information are those set out in Keysights consolidated financial statements as of and for the year ended October 31, 2016. With the information currently available, Keysight has determined that no significant adjustments are necessary to conform Ixias consolidated financial statements to the accounting policies used by Keysight in the preparation of the unaudited pro forma condensed combined financial information. Certain reclassification adjustments have been made to Ixias historical consolidated balance sheet as of December 31, 2016 and consolidated results of operations for the three months and year ended December 31, 2016 and for the three months ended December 31, 2015 to conform to Keysights presentation.
The pro forma financial information may not reflect all reclassifications necessary to conform Ixias presentation to that of Keysight due to limitations on the availability of information as of the date of this document. Accounting policy differences and additional reclassification adjustments may be identified as more information becomes available.
5. | Calculation of Estimated Merger Consideration and Preliminary Purchase Price Allocation |
Estimated Merger Consideration
The estimated Merger Consideration has been calculated based on the number of outstanding shares of Ixia common stock as of the Merger Agreement Date. The fair value of the Merger Consideration expected to be transferred on the closing date of the Merger includes the value of the estimated cash consideration and the value of outstanding stock-based compensation awards settled in connection with the Merger related to pre-Merger service periods. Additionally, in accordance with the Merger Agreement, amounts credited to the accounts of participants in Ixias ESPP will be used to purchase shares of Ixia common stock, and then be converted into the right to receive the Merger Consideration. The calculation of the Merger Consideration is as follows:
Estimated Merger Consideration:
(in millions except share
and per share data) |
||||
Shares of Ixias common stock outstanding as of the Merger Agreement |
82,638,310 | |||
Cash consideration per share to common stockholders as per Merger Agreement |
$ | 19.65 | ||
|
|
|||
Estimated cash consideration to Ixias common stockholders |
$ | 1,624 | ||
Estimated cash consideration for Ixias outstanding stock-based compensation awards |
53 | (1) | ||
Estimated cash consideration for shares purchased under Ixias ESPP |
4 | (2) | ||
|
|
|||
Total estimated Merger Consideration |
$ | 1,681 | (3) | |
|
|
(1) | Excludes $33 million paid to redeem certain of Ixias 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 will be expensed in Keysights post-Merger financial statements. Amounts related to Ixias outstanding unvested stock-based compensation awards were allocated between Merger Consideration and post-Merger stock-based compensation expense based on an analysis of the total and remaining service periods related to the settled awards. Amounts related to post-Merger service periods were excluded from the pro forma statements of operations as they were determined not to have a continuing effect. |
(2) | Reflects the redemption of Ixia common stock purchased with amounts accrued in the accounts of participants in Ixias ESPP. Such amounts totaled $2 million as of December 31, 2016 and purchase accounting adjustment is reflected in employee compensation and benefits. |
(3) | Excludes $35 million expected to be paid in connection with the paydown of Ixias historical debt. |
9
Preliminary Purchase Price Allocation
Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed of Ixia are recorded at the Merger date fair values and added to those of Keysight. The pro forma adjustments are preliminary and based on estimates of the fair value and useful lives of the assets acquired and liabilities assumed and have been prepared to illustrate the estimated effect of the Merger. The final determination of the purchase price allocation, upon the consummation of the Merger, will be based on Ixias net assets acquired as of the date of the Merger and will depend on a number of factors that cannot be predicted with any certainty at this time. Therefore, the actual allocations will differ from the pro forma adjustments presented. The allocation is dependent upon certain valuation and other studies that have not yet been completed. Accordingly, the pro forma purchase price allocation is subject to further adjustment as additional information becomes available and as additional analyses and final valuations are completed. There can be no assurances that these additional analyses and final valuations will not result in significant changes to the estimates of fair value set forth below.
The following table sets forth a preliminary allocation of the estimated Merger Consideration to the identifiable tangible and intangible assets acquired and liabilities assumed of Ixia based on Ixias December 31, 2016 consolidated balance sheet, with the excess recorded as goodwill (amounts in millions):
Preliminary allocation of Estimated Merger Consideration:
Book value of Ixias net assets as of the pro forma Merger date |
$ | 511 | ||||
Adjustments to historical net book value: |
||||||
Inventory |
83 | 7[a] | ||||
Property, plant and equipment |
15 | 7[b] | ||||
Intangible assets |
667 | 7[c] | ||||
Long-term deferred tax assets |
(9 | ) | 7[d] | |||
Employee compensation and benefits |
2 | [5] | ||||
Other accrued liabilities |
1 | 7[e] | ||||
Deferred revenue |
66 | 7[f] | ||||
Long-term deferred revenue |
18 | 7[f] | ||||
Other long-term liabilities |
(267 | ) | 7[d]; 7[e] | |||
|
|
|||||
Adjusted book value of Ixias net assets as of the pro forma Merger date |
1,087 | |||||
|
|
|||||
Adjustment to goodwill |
594 | [5] | ||||
Historical goodwill of Ixia |
339 | |||||
|
|
|||||
Goodwill attributable to the Merger |
$ | 933 | ||||
|
|
Goodwill represents the excess of the preliminary estimated Merger Consideration over the fair value of the underlying net assets acquired. Goodwill is not amortized but instead is reviewed for impairment at least annually, absent any indicators of impairment. Goodwill is attributable to planned growth in new markets and synergies expected to be achieved from the combined operations of Keysight and Ixia. Goodwill recorded in the Merger is not expected to be deductible for tax purposes.
The pro forma historical net book value adjustments and goodwill adjustment as shown above are further described in Note 7 of Notes to Unaudited Pro Forma Condensed Combined Financial Information.
6. | Financing Adjustments |
(a) | In connection with the Merger, Keysight expects to issue $444 million in additional equity (inclusive of the full exercise by the underwriters of their option to purchase 1.6 million shares of Common Stock), which represents the expected proceeds of the offering, net of $16 million in equity offering costs, of the approximately 12 million shares of Common Stock expected to be offered as part of the financing of the Merger. Each $1.00 increase (decrease) in the assumed public offering price of $38.02 per share, the last reported sale price of the Common Stock on March 9, 2017, would (decrease) increase the number of shares of Common Stock to be issued by Keysight by approximately (0.3 million) and approximately 0.3 million, respectively, assuming the aggregate dollar amount of shares of Common Stock offered by Keysight remains the same and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by Keysight. If the amount of the gross proceeds received from the sale of Common Stock is less than $444 million, we expect to use additional cash or incur additional debt to fund the difference. |
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(b) | To record the proceeds, net of deferred financing fees and record the corresponding current and long-term debt related to the planned Financing to fund the Merger. The following table summarizes the borrowings and other debt expected to be incurred in the Financing: |
(1) | Excludes $8.0 million of financing costs related to the Bridge Facility. Such amounts will be expensed upon the completion of the Merger if the Company does not draw on the Bridge Facility. This amount has been excluded from the pro forma statements of operations as it has been determined not to have a continuing effect. |
(c) | To record the estimated incremental interest expense and amortization of deferred financing costs under the new Financing. |
Pro Forma
Year Ended October 31, 2016 |
Pro Forma
Three Months Ended January 31, 2017 |
Pro Forma
Three Months Ended January 31, 2016 |
||||||||||
(in millions) | ||||||||||||
Interest expense on new Financing |
$ | 51 | $ | 13 | $ | 13 | ||||||
Amortization of deferred financing costs on new Financing |
1 | | | |||||||||
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|
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Pro forma adjustment |
$ | 52 | $ | 13 | $ | 13 | ||||||
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For pro forma purposes, the interest expense adjustments have been calculated using the assumed weighted average interest rates. A sensitivity analysis on interest expense for the year ended October 31, 2016 and the three month periods ended January 31, 2017 and 2016 has been performed to assess the effect of a change of 0.125% of the hypothetical interest rate would have on the new variable-rate debt financings. The increase or decrease in interest expense following the hypothetical change in the interest rate of 0.125% for the pro forma statements of operations for the year ended October 31, 2016 and the three months ended January 31, 2017 and 2016 would be approximately $0.7 million, $0.2 million and $0.2 million, respectively.
7. | Purchase Accounting Adjustments |
(a) | Represents the adjustment necessary to state inventories acquired as of the pro forma Merger date to their preliminary estimated fair value. The valuation approaches used in the preliminary assessment of the fair value of inventories were the replacement cost approach and the comparative sales method approach. The fair value adjustment to inventory was excluded from the pro forma condensed combined statements of operations as it was determined not to have a continuing effect. |
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(b) | The table below indicates the estimated fair values of each of the property, plant and equipment and the related estimated useful lives: |
Preliminary
Estimated Asset Fair Value |
Weighted
Average Useful Life (Years) |
Estimated
Depreciation Expense for the Year Ended October 31, 2016 |
Estimated
Depreciation Expense for the Three Months Ended January 31, 2017 |
Estimated
Depreciation Expense for the Three Months Ended January 31, 2016 |
||||||||||||||||
(in millions, except useful lives) | ||||||||||||||||||||
Buildings and leasehold improvements |
$ | 11 | 5 | $ | 2 | $ | 1 | $ | 1 | |||||||||||
Machinery and test equipment |
41 | 3 | 15 | 3 | 4 | |||||||||||||||
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52 | $ | 17 | $ | 4 | $ | 5 | ||||||||||||||
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Less: Net property and equipment reported on Ixias historical financial statements |
37 | |||||||||||||||||||
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Pro forma adjustment |
$ | 15 | ||||||||||||||||||
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The valuation approaches used in the preliminary assessment of the fair value of the property, plant and equipment were the sales comparison approach and the cost approach for owned real property and personal property, respectively.
The adjustments to depreciation expense related to property, plant and equipment are as follows:
Pro Forma Year Ended October 31, 2016 | ||||||||||||||||
Cost of
Products |
Cost of
Services and Other |
Research and
Development |
Selling, General
and Administrative |
|||||||||||||
(in millions) | ||||||||||||||||
Estimated pro forma depreciation expense |
$ | 1 | $ | | $ | 7 | $ | 9 | ||||||||
Less: Ixia historical depreciation expense |
1 | | 7 | 9 | ||||||||||||
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|||||||||
Pro forma adjustment |
$ | | $ | | $ | | $ | | ||||||||
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|
Pro Forma Three Months Ended January 31, 2017 | ||||||||||||||||
Cost of
Products |
Cost of
Services and Other |
Research and
Development |
Selling, General
and Administrative |
|||||||||||||
(in millions) | ||||||||||||||||
Estimated pro forma depreciation expense |
$ | 1 | $ | | $ | 1 | $ | 2 | ||||||||
Less: Ixia historical depreciation expense |
1 | | 2 | 2 | ||||||||||||
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Pro forma adjustment |
$ | | $ | | $ | (1 | ) | $ | | |||||||
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Pro Forma Three Months Ended January 31, 2016 | ||||||||||||||||
Cost of
Products |
Cost of
Services and Other |
Research and
Development |
Selling, General
and Administrative |
|||||||||||||
(in millions) | ||||||||||||||||
Estimated pro forma depreciation expense |
$ | 1 | $ | | $ | 2 | $ | 2 | ||||||||
Less: Ixia historical depreciation expense |
1 | | 2 | 2 | ||||||||||||
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Pro forma adjustment |
$ | | $ | | $ | | $ | | ||||||||
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The amount of depreciation expense related to property, plant and equipment is based on the estimated remaining useful lives of the assets and is calculated on a straight-line basis. Depreciation expense is allocated among cost of products, cost of services and other, research and development and selling, general and administrative expenses based upon the nature of activities associated with the property, plant and equipment acquired.
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(c) | The table below indicates the estimated fair values of each of the identifiable intangible assets and the related estimated useful life: |
Preliminary
Estimated Asset Fair Value |
Weighted
Average Useful Life (Years) |
Estimated
Amortization Expense for the Year Ended October 31, 2016 |
Estimated
Amortization Expense for the Three Months Ended January 31, 2017 |
Estimated
Amortization Expense for the Three Months Ended January 31, 2016 |
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(in millions, except useful lives) | ||||||||||||||||||
Developed product technology |
$ | 387 | 6 | $ | 64 | $ | 16 | $ | 16 | |||||||||
In-process research and development |
41 | n/a | n/a | n/a | n/a | |||||||||||||
Customer relationships |
275 | 8 | 34 | 9 | 9 | |||||||||||||
Tradenames and trademarks |
28 | 5 | 6 | 1 | 1 | |||||||||||||
Other |
2 | 5 | | | | |||||||||||||
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733 | $ | 104 | $ | 26 | $ | 26 | ||||||||||||
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Less: Net intangible assets reported on Ixias historical financial statements |
66 | |||||||||||||||||
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Pro forma adjustment |
$ | 667 | ||||||||||||||||
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Preliminary identifiable intangible assets consist of anticipated intangibles derived from developed technology, IPR&D, customer relationships, tradenames and trademarks, and other intangibles. IPR&D will be accounted for as an indefinite-lived intangible asset until the underlying projects are completed or abandoned. The adjustment to intangible assets records identifiable intangible assets acquired at their fair value based on preliminary estimates. For purposes of estimating the fair values of the intangible assets, benchmarking information, publicly available information as well as a variety of other assumptions, including market participant assumptions, were used.
The amortization related to these amortizable identifiable intangible assets is reflected as a pro forma adjustment in the unaudited pro forma condensed combined statements of operations as further described below. The identifiable intangible assets and related amortization are preliminary and are based on managements estimates after consideration of similar transactions as well as based on an analysis of the net present value of the projected cash flows for Ixia, inclusive of what were deemed to be market participant synergies, over the estimated useful lives of the intangible assets of Ixia. As discussed above, the amount that will ultimately be allocated to identifiable intangible assets and liabilities, and the related amount of amortization, may differ materially from this preliminary allocation. In addition, the periods the amortization impacts will ultimately be based upon the periods in which the associated economic benefits or detriments are expected to be derived or, where appropriate, based on the use of a straight-line method. Therefore, the amount of amortization following the closing of the Merger may differ significantly between periods based upon the final value assigned and amortization methodology used for each identifiable intangible asset. Amortization expense is allocated between cost of products and selling, general and administrative based upon the nature of activities associated with the identifiable assets. Developed technology is amortized to costs of products, while amortization of other assets is allocated to selling, general and administrative.
The adjustment for the amortization expense related to the identifiable intangible assets is as follows:
Pro Forma Year Ended
October 31, 2016 |
||||||||
Cost of
Products |
Selling,
General and Administrative |
|||||||
(in millions) | ||||||||
Estimated pro forma amortization expense |
$ | 64 | $ | 40 | ||||
Less: Ixia historical amortization expense |
| 39 | ||||||
|
|
|
|
|||||
Pro forma adjustment |
$ | 64 | $ | 1 | ||||
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Pro Forma Three Months Ended
January 31, 2017 |
||||||||
Cost of
Products |
Selling,
General and Administrative |
|||||||
(in millions) | ||||||||
Estimated pro forma amortization expense |
$ | 16 | $ | 10 | ||||
Less: Ixia historical amortization expense |
| 10 | ||||||
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|
|
|
|||||
Pro forma adjustment |
$ | 16 | $ | | ||||
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|
Pro Forma Three Months Ended
January 31, 2016 |
||||||||
Cost of
Products |
Selling,
General and Administrative |
|||||||
(in millions) | ||||||||
Estimated pro forma amortization expense |
$ | 16 | $ | 10 | ||||
Less: Ixia historical amortization expense |
| 10 | ||||||
|
|
|
|
|||||
Pro forma adjustment |
$ | 16 | $ | | ||||
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(d) | Reflects adjustments to deferred taxes resulting from pro forma fair value adjustments of certain acquired assets. The statutory tax rate was applied, as appropriate, to each adjustment based on the jurisdiction in which the adjustment is expected to occur. This estimate of deferred income tax assets and liabilities is preliminary and is subject to change based upon Keysights final determination of the fair value of assets acquired and liabilities assumed by jurisdiction. |
(e) | Reflects the elimination of Ixias current and non-current deferred rent liability as a purchase accounting adjustment. |
(f) | Reflects the adjustment to reflect Ixias current and non-current deferred revenue at fair value. As this adjustment is expected to have a continuing impact on the combined results, appropriate adjustments have been reflected in revenue in the unaudited pro forma condensed combined statements of operations. |
(g) | Reflects the elimination of Ixias historical common stock, additional paid-in capital and accumulated other comprehensive loss. |
(h) | The following table summarizes the pro forma adjustments to retained earnings: |
(in millions) | ||||
Elimination of historical Ixia retained earnings |
$ | 60 | ||
Amounts paid to redeem Ixias outstanding unvested stock-based compensation awards related to post-Merger service periods |
33 | |||
Estimated Merger costs (Note 8) (1) |
36 | |||
|
|
|||
Pro forma adjustment |
$ | 129 | ||
|
|
(1) | Excludes $8.0 million of financing costs related to the Bridge Facility. See note 6(b). |
(i) | Reflects the paydown of existing Ixia debt and accrued interest, and the elimination of historical Ixia expense. |
8. | Merger Related Costs |
The pro forma adjustment related to Merger costs of $39 million reflects the payment of $3 million accrued in accounts payable and other accrued liabilities by Keysight and Ixia in connection with the Merger that were reflected in each of the historical balance sheets, as well as $36 million of additional costs expected to be incurred by Keysight and Ixia in connection with the Merger that were not yet accrued in the historical balance sheets. These Merger-related costs were excluded from the pro forma statements of operations, as they are not expected to have a continuing impact on the combined results. Additionally, the pro forma statements of operations include adjustments to reverse such Merger-related costs that were reflected in the historical results of Keysight and Ixia.
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9. | Income Tax Effects of Pro Forma Adjustments |
A blended federal and state statutory tax rate of 38.9% has been used for the pro forma adjustments. The effective tax rate of the combined company could be significantly different depending on post-Merger activities, including repatriation decisions, cash needs and the geographical mix of income.
10. | Earnings per Share |
Pro forma earnings per common share are based on historical Keysight weighted average shares outstanding, adjusted to assume the shares of Common Stock estimated to be issued by Keysight in the equity offering described above were outstanding for the entire periods presented.
Pro Forma Year
Ended October 31, 2016 |
Pro Forma Three
Months Ended January 31, 2017 |
Pro Forma Three
Months Ended January 31, 2016 |
||||||||||
(in millions) | ||||||||||||
Calculation of Pro Forma Shares used in Basic Earnings per Share |
||||||||||||
Keysight historical shares used in computing basic earnings per share |
170 | 171 | 171 | |||||||||
Pro forma adjustments: |
||||||||||||
Estimated shares of Keysights stock issued in equity offering |
12 | 12 | 12 | |||||||||
|
|
|
|
|
|
|||||||
Pro forma shares used in computing basic earnings per share |
182 | 183 | 183 | |||||||||
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|
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|
|
Pro Forma Year
Ended October 31, 2016 |
Pro Forma Three
Months Ended January 31, 2017 |
Pro Forma Three
Months Ended January 31, 2016 |
||||||||||
(in millions) | ||||||||||||
Calculation of Pro Forma Shares used in Diluted Earnings per Share |
||||||||||||
Keysight historical shares used in computing diluted earnings per share |
172 | 173 | 172 | |||||||||
Pro forma adjustments: |
||||||||||||
Estimated shares of Keysights stock issued in equity offering |
12 | 12 | 12 | |||||||||
|
|
|
|
|
|
|||||||
Pro forma shares used in computing diluted earnings per share |
184 | 185 | 184 | |||||||||
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15