beplay体育下载2KLA Corporation季度报告根据第13或15（d）

Quarterly report pursuant to Section 13 or 15(d)

Business Combinations

Business Combinations

9个月结束

Mar. 31, 2020

Fiscal 2020 Acquisition

On August 22, 2019, we acquired the outstanding shares of a privately-held company, primarily to expand our products and services offerings, for a total purchase consideration of $93.9 million inclusive of a post-closing working capital adjustment payment made in the quarter ended March 31, 2020 as well as the fair value of the promise to pay an additional consideration up to 6万美元 contingent on the achievement of certain milestones. As of March 31, 2020 , the estimated fair value of the additional consideration was $9.7 million 这被归类为凝结合并资产负债表的非流动责任。

We have included the financial results of the acquisition completed during the first quarter of the fiscal year 2020 in our Condensed Consolidated Financial Statements from the date of acquisition. These results were not material to our Condensed Consolidated Financial Statements.

这purchase price of the fiscal 2020 acquisition was allocated on a preliminary basis as follows:



(In thousands)	Fair Value
Net tangible assets (including cash and cash equivalents of $6.6 million)	$	7,196
递延所得税负债	(15,265		）
Intangible assets	47,931
善意	54,071
Total	$	93,933

这purchase price allocation is preliminary and as additional information becomes available, we may further revise the preliminary purchase price allocation during the remainder of the measurement period, which will not exceed 12 months from the closing of the acquisition.

这 $54.0 million of goodwill was assigned to the Wafer Inspection and Patterning reporting units. No ne of the goodwill recognized is deductible for income tax purposes.

2019财年收购

Orbotech Acquisition

On February 20, 2019, we completed the acquisition of Orbotech for total purchase consideration of approximately $3.26 billion 。Orbotech is a global supplier of yield-enhancing and process-enabling solutions for the manufactures of electronics products. KLA acquired Orbotech to extend and enhance its portfolio of products to address market opportunities in the printed circuit board, flat panel display, advanced packaging and semiconductor manufacturing areas.

Purchase Price Allocation

这total purchase consideration was allocated as follows (in thousands):



Purchase Price
Cash for outstanding Orbotech shares ^（1）	$	1,901,948
Fair value of KLA common stock issued for outstanding Orbotech shares ^（2）	1,324,657
Cash for Orbotech equity awards ^（3）	9,543
Fair value of KLA common stock issued to settle Orbotech equity awards ^（4）	6,129
股票期权和限制股 ^（5）	13,281
Total purchase consideration	3,255,558
Less: cash acquired	(215,640		）
总购买考虑，获得现金的净额	$	3,039,918

Allocation
Accounts receivable, net	$	197,873
Inventories	330,325
Contract assets	63,181
其他流动资产	70,622
财产，工厂和设备，网络	97,664
善意	1,845,728
Intangible assets	1,553,570
Other non-current assets	73,179
Accounts payable	(53,015		）
Accrued liabilities	(173,507		）
Other current liabilities ⁽⁶⁾	(73,057		）
递延所得税负债 ⁽⁷⁾	(786,671		）
Other non-current liabilities ⁽⁶⁾	(86,789		）
非控制兴趣	(19,185		）
	$	3,039,918

________________


（1）	Represents the total cash paid to settle 4890万杰出的Orbotech股票作为201年2月20日9 at $38.86 per Orbotech share.


（2）	Represents the fair value of 12.2 million shares of our common stock issued to settle 4890万杰出的Orbotech股票。KLA发行 0.25 shares for each Orbotech share. The fair value of KLA’s common stock was $ 108.26 per share on the Acquisition Date.


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


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


（5）	Represents the fair value of the assumed stock options and RSUs to the extent those related to services provided by the employees of Orbotech prior to closing. Also refer to Note 10 “Equity, Long-Term Incentive Compensation Plans and Non-Controlling Interest” of the Notes to the Condensed Consolidated Financial Statements for additional information about assumed stock options and RSUs.

(6)

On December 24, 2018, Orbotech, as part of its strategy to invest in the high growth area of the software business within the Printed Circuit Boards (“PCB”) industry, acquired the remaining 50% of the shares of Frontline not already owned by it from Mentor Graphics Development Services (Israel) Ltd. Prior to the acquisition, Frontline was an equity investee. Orbotech acquired the shares for 8500万美元 in cash on hand and agreed to pay an additional 1000万美元现金结束四年 plus a cash earn-out of not less than 500万美元 and up to $20.0 million 。赚取的金额基于目前正在开发的一线产品的收入。截至2019年2月20日，估计的公平市场价值 four -year cash payment and the earn-out were $8。8million and $7。1million , respectively. As of March 31, 2020 , the estimated fair market values of the four -year cash payment and the earn-out were $6.6 million and $3.2 million , respectively, and these amounts have been included in current and non-current liabilities at $2.4 million and $7。4 million respectively.


(7)	主要与税收影响对未来的无形资产和库存公允价值调整的摊销有关。

这purchase price was allocated to tangible and identified intangible assets acquired and liabilities assumed based on their estimated fair values, which were determined using generally accepted valuation techniques on the basis of inputs and assumptions made by management at the time of the Orbotech Acquisition.

自收购之日起，Orbotech的运营结果已包含在我们的凝结合并财务报表中。善意主要归因于Orbotech的组装劳动力，计划在新市场的增长以及预计将从KLA和Orbotech的合并运营中实现的协同作用。 None of the goodwill is deductible for income tax purposes. Goodwill arising from the Orbotech Acquisition was allocated to the Specialty Semiconductor Process and the PCB and Display reporting units during the fiscal year ended June 30, 2019. For additional details, refer to Note 7 “Goodwill and Purchased Intangible Assets” of the Notes to the Consolidated Financial Statements included in our Annual Report Form 10-K for the fiscal year ended June 30, 2019 ，以及此表格10-Q中合并财务报表的票据的注释7“商誉和购买的无形资产”。

Intangible Assets

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



(In thousands)	Fair Value		Weighted Average Useful Lives (in years)
现有技术 ^（1）	$	1,008,000	8
Customer-related assets ^（2）	227,000		8
Backlog ^（3）	37,500		1
商业名称 ^（4）	91,500		7
Off market leases ^（5）	2,070		7
Total identified finite-lived intangible assets	1,366,070
过程中的研发 ⁽⁶⁾	187,500		N/A
Total identified intangible assets	$	1,553,570

________________

（1）

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


（2）	客户合同和相关关系代表了与Orbotech客户现有关系的公允价值，其公允价值是使用多周期超额收入方法确定的，该方法涉及隔离基于增量的现值所衡量的资产的净收益税后现金流（超额收益）仅归因于其剩余使用寿命的无形资产。经济使用寿命是根据历史客户流失率确定的。

（3）

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


（4）	商标名称主要与“ Orbotech”商标名称有关。公允价值是通过在收入方法下应用救济 - 皇家方法来确定的。经济有用的生活是根据商品名称的预期寿命确定的。


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


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

我们相信intan购买的数量gible assets recorded above represent the fair values of and approximate the amounts a market participant would pay for these intangible assets as of the Acquisition Date.

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

其他2019财年收购

During the three months ended March 31, 2019 we acquired three privately-held companies primarily to expand our products and services offerings for an aggregate purchase price of $118。3 million , including a post-closing working capital adjustment, and the fair value of the promise to pay additional consideration of up to $13.0 million contingent on the achievement of certain milestones. As of March 31, 2020 , the estimated fair value of the additional consideration was $2.6 million , of which $2.4 million was classified as a non-current liability and $ 20万美元 was classified as a current liability on the Condensed Consolidated Balance Sheets.

During the three months ended September 30, 2018 we acquired two 私有公司的总购买价格 1540万美元，包括承诺的公允价值 $6.0 million contingent on the achievement of certain milestones. As of March 31, 2020 , the estimated fair value of the additional consideration was $0.7 million , which is classified as a non-current liability on the Condensed Consolidated Balance Sheets.

这些收购都不是对我们凝结的合并财务报表的单独物质。

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



(In thousands)	Fair Value
Net tangible assets (including cash and cash equivalents of $2.6 million)	$	13,214
Identifiable intangible assets	75,130
善意	45,380
Total	$	133,724

这goodwill was primarily assigned to the Wafer Inspection and Patterning, and GSS reporting units, and mainly attributable to the assembled workforce, and planned growth in new markets. A portion of the goodwill is deductible for income tax purposes.

Our Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2019 included revenues of $2.3 million and $3.1 million , respectively, and net losses of 280万美元 and $3.5 million , respectively, from these privately-held companies.

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

Supplemental Unaudited Pro Forma Information:

以下未经审核的Pro Forma财务信息总结了KLA，Orbotech和The的操作结果的综合结果 three acquisitions completed in the third quarter of fiscal 2019 as if the companies were combined as of the beginning of fiscal 2018. The unaudited pro forma information includes adjustments to amortization and depreciation for intangible assets and property, plant and equipment acquired, adjustments to stock-based compensation expense, the purchase accounting effect on inventory acquired, the purchase accounting effect on deferred revenue, interest expense and amortization of debt issuance costs associated with the Senior Notes financing, and transaction costs.

下表反映了材料和未进行调整对未直接归因于收购的指定期间未经审核的Pro fora结果的影响：



	Three Months Ended		Nine Months Ended
Non-recurring Adjustments (In thousands)	March 31, 2019
由于递延收入公允价值调整而减少 /（增加）收入	-		-
(Decrease) / increase to expense as a result of inventory fair value adjustment	78		1,029
（减少） /由于交易成本而增加费用	(53,342	）	(61,378	）
(Decrease) / increase to expense as a result of compensation costs	1,724		7,918

贝罗提供的未经审计的初步信息w is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisitions actually occurred at the beginning of fiscal year 2018 or of the results of our future operations of the combined businesses.



	Three Months Ended	Nine Months Ended
(In thousands)	March 31, 2019
Revenues	1,160,678	4,165,268
Net income attributable to KLA	192,577	1,033,653

We have not included pro forma results of operations for the acquisition of privately-held companies completed in the first quarter of fiscal 2019 or the first quarter of fiscal 2020 herein as they were not material to us either individually or in aggregate. We included the results of operations of each acquisition in our Condensed Consolidated Statements of Operations from the date of each acquisition.