8-K
KLA CORP (KLAC)
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): August 3, 2020
| KLA CORPORATION | |||||
|---|---|---|---|---|---|
| (Exact name of registrant as specified in its charter) | |||||
| Delaware | 000-09992 | 04-2564110 | |||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||
| One Technology Drive | Milpitas | California | 95035 | ||
| (Address of principal executive offices) | (Zip Code) | ||||
| Registrant’s telephone number, including area code: | (408) 875-3000 | ||||
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ☐ | | --- | --- || If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | | | --- | --- | | | ☐ |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $0.001 par value per share | KLAC | The Nasdaq Stock Market, LLC |
| The Nasdaq Global Select Market | ||
| Item 2.02 | Results of Operations and Financial Condition. | |
| --- | --- |
On August 3, 2020, KLA Corporation (the “Company”) issued a press release announcing selected financial and operating results for its fourth quarter of fiscal year 2020. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 2.02 of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d)Exhibits
The following exhibit is filed herewith:
| Exhibit No. | Description |
|---|---|
| 99.1 | Text of press release dated August 3, 2020 issued by KLA Corporation |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KLA CORPORATION | ||
|---|---|---|
| Date: August 3, 2020 | By: | /s/BREN D. HIGGINS |
| Name: | Bren D. Higgins | |
| Title: | Executive Vice President and Chief Financial Officer |
Document
FOR IMMEDIATE RELEASE
| Investor Relations: | Media Relations: |
|---|---|
| Kevin Kessel, CFA | Randi Polanich |
| Vice President, Investor Relations | Vice President and Chief Communications Officer |
| (408) 875-6627 | (408) 875-6633 |
| kevin.kessel@kla.com | randi.polanich@kla.com |
KLA CORPORATION REPORTS FISCAL 2020 FOURTH QUARTER RESULTS AND RAISES DIVIDEND LEVEL
•Quarterly revenue of $1.46 billion, GAAP EPS of $2.63 and non-GAAP EPS of $2.73 each finished above the mid-point of guidance;
•Ending quarterly backlog was the second-highest in history, following record ending quarterly backlog in Q3-FY20;
•Record quarterly revenue in EPC businesses including Specialty Semiconductor Process and PCB, Display and Component Inspection;
•KLA’s Board of Directors has approved the 11^th^ consecutive annual dividend increase to $3.60 annually or $0.90 on a quarterly basis. KLA’s dividend payout has grown at a CAGR of approximately 15% since inception
MILPITAS, Calif., August 3, 2020 -KLA Corporation (NASDAQ: KLAC) today announced operating results for its fourth quarter and fiscal year ended June 30, 2020. KLA reported GAAP net income attributable to KLA of $411 million and GAAP earnings per diluted share attributable to KLA of $2.63 on revenues of $1,460 million for the fourth quarter of fiscal year 2020. For the fiscal year ended June 30, 2020, KLA reported GAAP net income attributable to KLA of $1,217 million and GAAP earnings per diluted share attributable to KLA of $7.70 on revenues of $5,806 million.
“Thanks to the dedication, engagement, and perseverance of our global workforce, KLA delivered strong results in the June 2020 quarter, with revenue and GAAP and non-GAAP EPS each finishing above the mid-point of our guidance ranges, demonstrating strong demand from customers, exceptional execution by our teams, and the enduring strength and resiliency of our Company under today’s extraordinary circumstances,” commented Rick Wallace, President and CEO of KLA Corporation. “KLA’s performance in the June quarter once again highlights how the KLA Operating Model and our long-term Strategic Objectives provide a dependable framework to guide our execution and consistently deliver on our commitments.”
| GAAP Results | |||
|---|---|---|---|
| Q4 FY 2020 | Q3 FY 2020 | Q4 FY 2019 | |
| Revenues | $1,460 million | $1,424 million | $1,258 million |
| Net Income Attributable to KLA | $411 million | $78 million | $218 million |
| Earnings per Diluted Share Attributable to KLA | $2.63 | $0.50 | $1.35 |
| Non-GAAP Results | |||
| Q4 FY 2020 | Q3 FY 2020 | Q4 FY 2019 | |
| Net Income Attributable to KLA | $426 million | $389 million | $289 million |
| Earnings per Diluted Share Attributable to KLA | $2.73 | $2.47 | $1.78 |
A reconciliation between GAAP operating results and non-GAAP operating results is provided following the financial statements included in this release. Non-GAAP results include the impact of recurring stock-based compensation, but exclude the impact of acquisitions or pending acquisitions, goodwill impairment, restructuring, severance and other charges, loss on extinguishment of debt, and certain discrete tax items. KLA will discuss the results for its fiscal year 2020 fourth quarter and full year, along with its outlook, on a conference call today beginning at 2:00 p.m. Pacific Time. A webcast of the call will be available at: www.kla.com.
11^th^ Consecutive Annual Increase in Dividend Payment
KLA’s Board of Directors has approved a $0.20 annual dividend increase to $3.60 per year or $0.05 quarterly dividend increase to $0.90 per quarter. KLA’s dividend payout has grown at a CAGR of approximately 15% since inception.
First Quarter Fiscal 2021 Guidance
The following details our guidance for the first quarter of fiscal 2021 ending in September:
•Revenue between $1,405 million to $1,555 million
•GAAP diluted EPS is expected to be in a range of $2.18 to $2.82
•Non-GAAP diluted EPS in a range of $2.42 to $3.06
For additional guidance metrics please see the company’s published Letter to Shareholders and earnings slides on the KLA investor relations website.
About KLA:
KLA Corporation (“KLA”) develops industry-leading equipment and services that enable innovation throughout the electronics industry. We provide advanced process control and process-enabling solutions for manufacturing wafers and reticles, integrated circuits, packaging, printed circuit boards and flat panel displays. In close collaboration with leading customers across the globe, our expert teams of physicists, engineers, data scientists and problem-solvers design solutions that move the world forward. Additional information may be found at: www.kla.com.
Use of Non-GAAP Financial Information:
The non-GAAP and supplemental information provided in this press release is a supplement to, and not a substitute for, KLA’s financial results presented in accordance with United States GAAP.
To supplement KLA’s condensed consolidated financial statements presented in accordance with GAAP, KLA provides certain non-GAAP financial information, which is adjusted from results based on GAAP to exclude certain costs and expenses (benefits), as well as other supplemental information. The non-GAAP and supplemental information is provided to enhance the user’s overall understanding of KLA’s operating performance and its prospects in the future. Specifically, KLA believes that the non-GAAP information provides useful measures to both management and investors regarding financial and business trends relating to KLA’s financial performance by excluding certain costs and expenses (benefits) that we believe are not indicative of our core operating results. The non-GAAP information is among the budgeting and planning tools that management uses for future forecasting. However, because there are no standardized or generally accepted definitions for most non-GAAP financial metrics, definitions of non-GAAP financial metrics (for example, determining which costs and expenses (benefits) to exclude when calculating such a metric) are inherently subject to significant discretion. As a result, non-GAAP financial metrics may be defined very differently from company to company, or even from period to period within the same company, which can potentially limit the usefulness of such information to an investor. The presentation of non-GAAP and supplemental information is not meant to be considered in isolation or as a substitute for results prepared and presented in accordance with United States GAAP.
Note Regarding Forward-Looking Statements:
This release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements, including statements regarding our revenues, GAAP and non-GAAP earnings diluted for the quarter ending September 30, 2020, are subject to risks and uncertainties. For the factors that may cause actual results to differ materially from those projected and anticipated in the forward-looking statements in this release, please refer to KLA’s annual report on Form 10-K for the year ended June 30, 2019, subsequently filed quarterly reports on Form 10-Q and other filings with the Securities and Exchange Commission (including, without limitation, the risk factors described therein). Except as otherwise specifically indicated, the information included in this release is as of the date it is delivered. KLA assumes no obligation to, and does not currently intend to, update these forward-looking statements.
| KLA Corporation | ||||||||
|---|---|---|---|---|---|---|---|---|
| Condensed Consolidated Unaudited Balance Sheets | ||||||||
| (In thousands) | June 30, 2020 | June 30, 2019 | ||||||
| ASSETS | ||||||||
| Cash, cash equivalents and marketable securities | $ | 1,980,472 | $ | 1,739,385 | ||||
| Accounts receivable, net | 1,107,413 | 990,113 | ||||||
| Inventories | 1,310,985 | 1,262,500 | ||||||
| Other current assets | 324,675 | 323,077 | ||||||
| Land, property and equipment, net | 519,824 | 448,799 | ||||||
| Goodwill | 2,045,402 | 2,211,858 | ||||||
| Deferred income taxes, non-current | 236,797 | 206,141 | ||||||
| Purchased intangibles, net | 1,391,413 | 1,560,670 | ||||||
| Other non-current assets | 362,979 | 265,973 | ||||||
| Total assets | $ | 9,279,960 | $ | 9,008,516 | ||||
| LIABILITIES, NON-CONTROLLING INTEREST AND STOCKHOLDERS’ EQUITY | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | 264,280 | $ | 202,416 | ||||
| Deferred system revenue | 336,237 | 282,348 | ||||||
| Deferred service revenue | 233,493 | 206,669 | ||||||
| Current portion of long-term debt | — | 249,999 | ||||||
| Other current liabilities | 865,776 | 827,054 | ||||||
| Total current liabilities | 1,699,786 | 1,768,486 | ||||||
| Non-current liabilities: | ||||||||
| Long-term debt | 3,469,670 | 3,173,383 | ||||||
| Deferred tax liabilities | 660,885 | 702,285 | ||||||
| Deferred service revenue | 96,325 | 98,772 | ||||||
| Other non-current liabilities | 672,284 | 587,897 | ||||||
| Total liabilities | 6,598,950 | 6,330,823 | ||||||
| Stockholders’ equity: | ||||||||
| Common stock and capital in excess of par value | 2,090,268 | 2,017,312 | ||||||
| Retained earnings | 654,930 | 714,825 | ||||||
| Accumulated other comprehensive income (loss) | (79,774) | (73,029) | ||||||
| Total KLA stockholders’ equity | 2,665,424 | 2,659,108 | ||||||
| Non-controlling interest in consolidated subsidiary | 15,586 | 18,585 | ||||||
| Total stockholders’ equity | 2,681,010 | 2,677,693 | ||||||
| Total liabilities and stockholders’ equity | $ | 9,279,960 | $ | 9,008,516 | ||||
| KLA Corporation | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Condensed Consolidated Unaudited Statements of Operations | ||||||||
| Three months ended | Twelve months ended | |||||||
| (In thousands, except per share amounts) | June 30, 2020 | June 30, 2019 | June 30, 2020 | June 30, 2019 | ||||
| Revenues: | ||||||||
| Product | $ | 1,075,104 | $ | 917,591 | $ | 4,328,725 | $ | 3,392,243 |
| Service | 384,489 | 340,844 | 1,477,699 | 1,176,661 | ||||
| Total revenues | 1,459,593 | 1,258,435 | 5,806,424 | 4,568,904 | ||||
| Costs and expenses: | ||||||||
| Costs of revenues | 621,544 | 592,785 | 2,449,561 | 1,869,377 | ||||
| Research and development | 217,100 | 206,710 | 863,864 | 711,030 | ||||
| Selling, general and administrative | 167,791 | 190,040 | 734,149 | 599,124 | ||||
| Goodwill impairment | — | — | 256,649 | — | ||||
| Interest expense | 40,221 | 40,517 | 160,274 | 124,604 | ||||
| Loss on extinguishment of debt | — | — | 22,538 | — | ||||
| Other expense (income), net | 7,868 | (2,927) | 2,678 | (31,462) | ||||
| Income before income taxes | 405,069 | 231,310 | 1,316,711 | 1,296,231 | ||||
| Provision for income taxes | (5,246) | 13,982 | 101,686 | 121,214 | ||||
| Net income | 410,315 | 217,328 | 1,215,025 | 1,175,017 | ||||
| Less: Net loss attributable to non-controlling interest | (938) | (517) | (1,760) | (600) | ||||
| Net income attributable to KLA | $ | 411,253 | 217,845 | $ | 1,216,785 | 1,175,617 | ||
| Net income per share attributable to KLA: | ||||||||
| Basic | $ | 2.65 | $ | 1.36 | $ | 7.76 | $ | 7.53 |
| Diluted | $ | 2.63 | $ | 1.35 | $ | 7.70 | $ | 7.49 |
| Weighted-average number of shares: | ||||||||
| Basic | 155,106 | 160,546 | 156,797 | 156,053 | ||||
| Diluted | 156,183 | 161,937 | 158,005 | 156,949 |
KLA Corporation
Condensed Consolidated Unaudited Statements of Cash Flows
| Three months ended | ||||
|---|---|---|---|---|
| June 30, | ||||
| (In thousands) | 2020 | 2019 | ||
| Cash flows from operating activities: | ||||
| Net income | $ | 410,315 | $ | 217,328 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Depreciation and amortization | 78,937 | 127,886 | ||
| (Gain) loss on unrealized foreign exchange and other | 15,047 | (812) | ||
| Other impairment charges | 10,760 | — | ||
| Stock-based compensation expense | 26,378 | 28,168 | ||
| Changes in assets and liabilities, net of assets acquired and liabilities assumed in business acquisitions: | ||||
| Accounts receivable | 10,431 | (53,565) | ||
| Inventories | (56,609) | 13,179 | ||
| Other assets | (74,986) | (89,691) | ||
| Accounts payable | 19,905 | (3,832) | ||
| Deferred system revenue | 3,652 | 51,754 | ||
| Deferred service revenue | 15,205 | 31,549 | ||
| Other liabilities | (6,189) | 3,497 | ||
| Net cash provided by operating activities | 452,846 | 325,461 | ||
| Cash flows from investing activities: | ||||
| Business acquisitions, net of cash acquired | (11,543) | — | ||
| Capital expenditures | (41,790) | (55,846) | ||
| Purchases of available-for-sale securities | (233,838) | (78,847) | ||
| Proceeds from sale of available-for-sale securities | 44,199 | 16,867 | ||
| Proceeds from maturity of available-for-sale securities | 135,674 | 146,217 | ||
| Purchases of trading securities | (41,584) | (18,594) | ||
| Proceeds from sale of trading securities | 43,061 | 20,642 | ||
| Net cash provided by investing activities | (105,821) | 30,439 | ||
| Cash flows from financing activities: | ||||
| Payments of debt issuance costs | (172) | (2,478) | ||
| Proceeds from revolving credit facility, net of costs | 200,000 | — | ||
| Repayment of debt | (175,000) | — | ||
| Issuance of common stock | 50,349 | 44,272 | ||
| Tax withholding payments related equity awards | (5,527) | (6,942) | ||
| Common stock repurchases | — | (344,986) | ||
| Payment of dividends to stockholders | (132,762) | (121,363) | ||
| Payment of dividends to subsidiary's non-controlling interest holders | (1,239) | — | ||
| Contingent consideration payable and other, net | 2,996 | (649) | ||
| Net cash used in financing activities | (61,355) | (432,146) | ||
| Effect of exchange rate changes on cash and cash equivalents | 2,564 | 77 | ||
| Net (decrease) increase in cash and cash equivalents | 288,234 | (76,169) | ||
| Cash and cash equivalents at beginning of period | 946,175 | 1,092,163 | ||
| Cash and cash equivalents at end of period | $ | 1,234,409 | $ | 1,015,994 |
| Supplemental cash flow disclosures: | ||||
| Income taxes paid | $ | 31,865 | $ | 15,769 |
| Interest paid | $ | 37,988 | $ | 51,544 |
| Non-cash activities: | ||||
| Contingent consideration payable - financing activities | $ | (803) | $ | 6,905 |
| Dividends payable - financing activities | $ | 1,400 | $ | 7,340 |
| Unsettled common stock repurchase - financing activities | $ | — | $ | 8,000 |
| Accrued purchase of land, property and equipment - investing activities | $ | 15,843 | $ | 6,353 |
KLA Corporation
Segment Information (Unaudited)
The following is a summary of results for each of our four reportable segments and reconciliation to total revenues for the indicated periods:
| Three months ended | Twelve months ended | |||||||
|---|---|---|---|---|---|---|---|---|
| (In thousands) | June 30, 2020 | June 30, 2019 | June 30, 2020 | June 30, 2019 | ||||
| Revenues: | ||||||||
| Semiconductor Process Control | $ | 1,156,607 | $ | 1,002,544 | $ | 4,745,446 | $ | 4,080,822 |
| Specialty Semiconductor Process^(1)^ | 100,372 | 66,775 | 329,700 | 151,164 | ||||
| PCB, Display and Component Inspection^(1)^ | 202,209 | 184,625 | 727,451 | 332,810 | ||||
| Other^(1)^ | 397 | 4,525 | 3,614 | 4,676 | ||||
| Total revenues for reportable segments | 1,459,585 | 1,258,469 | 5,806,211 | 4,569,472 | ||||
| Corporate allocation and effects of foreign exchange rates | 8 | (34) | 213 | (568) | ||||
| Total revenues | $ | 1,459,593 | $ | 1,258,435 | $ | 5,806,424 | $ | 4,568,904 |
__________
(1) Revenues in the twelve months ended June 30, 2019 include the contribution from the Orbotech business from the February 20, 2019 acquisition date.
KLA Corporation
Condensed Consolidated Unaudited Supplemental Information
Reconciliation of GAAP Net Income to Non-GAAP Net Income
| Three months ended | Twelve months ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except per share amounts) | June 30, 2020 | March 31, 2020 | June 30, 2019 | June 30, 2020 | June 30, 2019 | |||||||
| GAAP net income attributable to KLA | $ | 411,253 | $ | 78,452 | $ | 217,845 | $ | 1,216,785 | $ | 1,175,617 | ||
| Adjustments to reconcile GAAP net income to non-GAAP net income: | ||||||||||||
| Acquisition-related charges | a | 55,937 | 55,022 | 102,807 | 244,715 | 216,394 | ||||||
| Restructuring, severance and other charges | b | 4,240 | 5,432 | — | 12,458 | — | ||||||
| Goodwill impairment | c | — | 256,649 | — | 256,649 | — | ||||||
| Loss on extinguishment of debt | d | — | 22,538 | — | 22,538 | — | ||||||
| Income tax effect of non-GAAP adjustments | e | (16,027) | (23,604) | (32,930) | (83,402) | (54,643) | ||||||
| Discrete tax items | f | (29,364) | (5,551) | 983 | (34,915) | (9,406) | ||||||
| Non-GAAP net income attributable to KLA | $ | 426,039 | $ | 388,938 | $ | 288,705 | $ | 1,634,828 | $ | 1,327,962 | ||
| GAAP net income per diluted share attributable to KLA | $ | 2.63 | $ | 0.50 | $ | 1.35 | $ | 7.70 | $ | 7.49 | ||
| Non-GAAP net income per diluted share attributable to KLA | $ | 2.73 | $ | 2.47 | $ | 1.78 | $ | 10.35 | $ | 8.46 | ||
| Shares used in diluted shares calculation | 156,183 | 157,172 | 161,937 | 158,005 | 156,949 |
Pre-tax impact of GAAP to non-GAAP adjustments included in Condensed Consolidated Unaudited Statements of Operations
| (In thousands) | Acquisition-Related Charges | Restructuring, Severance and Other Charges | Goodwill Impairment | Debt Extinguishment Loss | Total pre-tax GAAP to non-GAAP adjustments | |||||
|---|---|---|---|---|---|---|---|---|---|---|
| Three months ended June 30, 2020 | ||||||||||
| Costs of revenues | $ | 41,446 | $ | 534 | $ | — | $ | — | $ | 41,980 |
| Research and development | — | 585 | — | — | 585 | |||||
| Selling, general and administrative | 14,491 | 1,179 | — | — | 15,670 | |||||
| Other expense (income), net | — | 1,942 | — | — | 1,942 | |||||
| Total in three months ended June 30, 2020 | $ | 55,937 | $ | 4,240 | $ | — | $ | — | $ | 60,177 |
| Three Months Ended March 31, 2020 | ||||||||||
| Costs of revenues | $ | 36,850 | $ | 483 | $ | — | $ | — | $ | 37,333 |
| Research and development | — | 685 | — | — | 685 | |||||
| Selling, general and administrative | 18,172 | 4,264 | — | — | 22,436 | |||||
| Goodwill impairment | — | — | 256,649 | — | 256,649 | |||||
| Loss on extinguishment of debt | — | — | — | 22,538 | 22,538 | |||||
| Total in three months ended March 31, 2020 | $ | 55,022 | $ | 5,432 | $ | 256,649 | $ | 22,538 | $ | 339,641 |
| Three Months Ended June 30, 2019 | ||||||||||
| Costs of revenues | $ | 75,805 | $ | — | $ | — | $ | — | $ | 75,805 |
| Selling, general and administrative | 27,002 | — | — | — | 27,002 | |||||
| Total in three months ended June 30, 2019 | $ | 102,807 | $ | — | $ | — | $ | — | $ | 102,807 |
First Quarter Fiscal 2021 Guidance
Reconciliation of GAAP Diluted EPS to Non-GAAP Diluted EPS
| Three months ending September 30, 2020 | |||
|---|---|---|---|
| (In thousands, except per share amounts) | Low | High | |
| GAAP net income per diluted share attributable to KLA | $2.18 | $2.82 | |
| Acquisition-related charges | a | 0.33 | 0.33 |
| Restructuring, severance and other charges | b | 0.02 | 0.02 |
| Income tax effect of non-GAAP adjustments | e | (0.11) | (0.11) |
| Non-GAAP net income per diluted share attributable to KLA | $2.42 | $3.06 | |
| Shares used in net income per diluted share calculation | 156.6 | 156.6 |
To supplement our Condensed Consolidated Financial Statements presented in accordance with GAAP, we provide certain non-GAAP financial information, which is adjusted from results based on GAAP to exclude certain costs and expenses, as well as other supplemental information. The non-GAAP and supplemental information is provided to enhance the user’s overall understanding of our operating performance and our prospects in the future. Specifically, we believe that the non-GAAP information provides useful measures to both management and investors regarding financial and business trends relating to our financial performance by excluding certain costs and expenses that we believe are not indicative of our core operating results. The non-GAAP information is among the budgeting and planning tools that management uses for future forecasting. However, because there are no standardized or generally accepted definitions for most non-GAAP financial metrics, definitions of non-GAAP financial metrics (for example, determining which costs and expenses to exclude when calculating such a metric) are inherently subject to significant discretion. As a result, non-GAAP financial metrics may be defined very differently from company to company, or even from period to period within the same company, which can potentially limit the usefulness of such information to an investor. The presentation of non-GAAP and supplemental information is not meant to be considered in isolation or as a substitute for results prepared and presented in accordance with United States GAAP.
a.Acquisition-related charges primarily include amortization of intangible assets and other acquisition-related adjustments including adjustments for the fair valuation of inventory and backlog, and transaction costs associated with our acquisitions, primarily Orbotech. Management believes that the expense associated with the amortization of acquisition-related intangible assets is appropriate to be excluded because a significant portion of the purchase price for acquisitions may be allocated to intangible assets and exclusion of these expenses allows comparisons of operating results that are consistent over time for both KLA’s newly acquired and long-held businesses. Management believes that the other acquisition-related expenses are appropriate to be excluded because such costs would not have otherwise been incurred in the periods presented. Management believes excluding these items helps investors compare our operating performances with our results in prior periods as well as with the performance of other companies.
b.Restructuring, severance and other charges primarily include costs associated with employee severance, acceleration of certain stock-based compensation arrangements, and other exit costs. Management believes excluding these items helps investors compare our operating performance with our results in prior periods.
c.Goodwill impairment includes non-cash expense recognized as a result of KLA’s annual testing for goodwill impairment performed in the third quarter of the fiscal year. The impairment charge resulted from the downward revision of financial outlook for the acquired Orbotech business as well as the impact of elevated risk and macroeconomic slowdown driven by the COVID-19 pandemic. Management believes that it is appropriate to exclude the impairment charge as it is not indicative of ongoing operating results and therefore limits comparability. Management also believes excluding this item helps investors compare our operating performance with our results in prior periods as well as with the performance of other companies.
d.Loss on extinguishment of debt includes a pre-tax loss on early extinguishment of the $500 million 4.125% Senior Notes due in November 2021. Management believes it is appropriate to exclude this loss as it is not indicative of ongoing operating results and therefore limits comparability and excluding this loss helps investors compare our operating results with our results in prior periods as well as with performance of other companies.
e.Income tax effect of non-GAAP adjustments includes the income tax effects of the excluded items noted above. Management believes that it is appropriate to exclude the tax effects of the items noted above in order to present a more meaningful measure of non-GAAP net income.
f.Discrete tax items in the three and twelve months ended June 30, 2020 include a tax benefit from an internal restructuring and a decrease in deferred tax liability for an unrealized gain on investments held by subsidiaries of the acquired Orbotech business. Discrete tax items in the three and twelve months ended June 30, 2019 include tax impact of and the income tax effects of an income tax expense from the enacted tax reform legislation through the Tax Cuts and Jobs-Act (the "Act”), which was signed into law on December 22, 2017, of which the impact is primarily related to the provisional tax amounts recorded for the transition tax on accumulated foreign earnings and the re-measurement of certain deferred tax assets and liabilities as a result of the enactment of the Act. Management believes excluding these items helps investors compare our operating performance with our results in prior periods as well as with the performance of other companies.
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