8-K

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): February 21, 2023

KEYSIGHT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-36334	46-4254555
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1400 Fountaingrove Parkway		95403
Santa Rosa	CA
(Address of principal executive offices)		(Zip Code)

Registrant’s 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name on each exchange on which registered
Common Stock, par value $0.01 per share	KEYS	New York Stock Exchange

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. ☐

Item 2.02.              Results of Operations and Financial Condition.

The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

On February 21, 2023, Keysight Technologies, Inc. (the “Company”) issued its press release announcing financial results for the first fiscal quarter ended January 31, 2023. A copy of this press release is attached hereto as Exhibit 99.1.

We provide non-GAAP financial information in order to provide meaningful supplemental information regarding our operational performance and to enhance our investors’ overall understanding of our core current financial performance and our prospects for the future. We believe that our investors benefit from seeing our results “through the eyes” of management in addition to the GAAP presentation. Management measures segment and enterprise performance using measures such as those that are disclosed in this release. This information is used to facilitate management’s internal comparisons to the Company’s historical operating results, comparisons to competitors’ operating results and guidance provided to investors. Non-GAAP information allows for greater transparency to supplemental information used by management in its financial and operations decision making. We believe that the inclusion of comparative numbers provides consistency in our financial reporting.

This information is not in accordance with, or an alternative for, generally accepted accounting principles in the United States. It excludes items, such as amortization of acquisition-related balances, share-based compensation, acquisition and integration costs, restructuring and others, including any one-time adjustments that may have a material effect on the Company’s expenses and income from operations calculated in accordance with GAAP. Management monitors these items to ensure that expenses are in line with expectations and that our GAAP results are correctly stated but does not use them to measure the ongoing operating performance of the Company. The non-GAAP information we provide may be different from the non-GAAP information provided by other companies.

Additional explanation of non-GAAP information is provided in Exhibit 99.1.

Item 9.01.              Financial Statements and Exhibits.

(d) Exhibits

The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended:

Exhibit No.	Description
99.1	Press release announcing financial results for the first fiscal quarter ended January 31, 2023
101	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

2

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/ JoAnn Juskie
	Name:	JoAnn Juskie
	Title:	Vice President, Assistant General Counsel and Assistant Secretary
Date: February 21, 2023

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release announcing financial results for the first fiscal quarter ended January 31, 2023
101	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
104	The cover page from this Current Report on Form 8-K, formatted as Inline XBRL.

4

EX-99.1

Exhibit 99.1

Keysight Technologies Reports First Quarter 2023 Results

Record First Quarter Revenue and Earnings Per Share

Strong execution and operational discipline drove above guidance results

SANTA ROSA, Calif., February 21, 2023 - Keysight Technologies, Inc. (NYSE: KEYS) today reported financial results for the first fiscal quarter ended January 31, 2023.

“Keysight delivered strong first quarter financial results, with revenue and earnings per share exceeding the high end of guidance. Our consistent performance is due to the resilience of our business, deep customer collaborations, and differentiated solutions portfolio,” said Satish Dhanasekaran, Keysight’s President and CEO. “With demand moderating, we are staying disciplined and remain confident in the secular, long-term growth trends of our markets.”

First Quarter Financial Summary

•Revenue grew 10 percent to reach $1.38 billion, compared with $1.25 billion last year, or 14 percent on a core basis, which excludes the impact of foreign currency changes and revenue associated with businesses acquired or divested within the last twelve months.

•GAAP net income was $260 million, or $1.45 per share, compared with $229 million, or $1.24 per share, in the first quarter of 2022.

•Non-GAAP net incomewas $363 million, or $2.02 per share, compared with $305 million, or $1.65 per share in the first quarter of 2022.

•Keysight acquired 711 thousand shares in the open market at an average share price of $176.44, for a total consideration of $125 million.

•As of January 31, 2023, cash and cash equivalents totaled $2.23 billion.

Reporting Segments

•Communications Solutions Group (CSG)

CSG reported revenue of $939 million in the first quarter, up 7 percent over last year, with strength in 5G, O-RAN, 800G, and terabit communications solutions, as well as increased U.S. government spending and strength in space and satellite, including new applications for non-terrestrial networks. CSG reported growth across all regions.

•Electronic Industrial Solutions Group (EISG)

EISG reported revenue of $442 million in the first quarter, up 19 percent over last year, driven by growth in next-generation automotive and energy solutions, and general electronics. EISG reported growth across all regions.

Outlook

Keysight’s second fiscal quarter of 2023 revenue is expected to be in the range of $1.37 billion to $1.39 billion. Non-GAAP earnings per share for the second fiscal quarter of 2023 are expected to be in the range of $1.91 to $1.97. Certain items impacting the GAAP tax rate pertain to future events and are not currently estimable with a reasonable degree of accuracy; therefore, no reconciliation of GAAP earnings per share to non-GAAP has been provided. Further information is discussed in the section titled “Use of Non-GAAP Financial Measures” below.

1

Webcast

Keysight’s management will present more details about its first quarter FY2023 financial results and its second quarter FY2023 outlook on a conference call with investors today at 1:30 p.m. PT. This event will be webcast in listen-only mode. Listeners may log on to the call at www.investor.keysight.com under the “Upcoming Events”section and select “Q1 2023 Keysight Technologies Inc. Earnings Conference Call” to participate or dial +1-844-200-6205 (U.S. only) or +1-929-526-1599 (International) and enter passcode 688219. The webcast will remain on the company site for 90 days.

Forward-Looking Statements

This communication contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein. The words “expect,” “intend,” “will,” “should,” and similar expressions, as they relate to the company, are intended to identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could significantly affect the expected results and are based on certain key assumptions of Keysight’s management and on currently available information. Due to such uncertainties and risks, no assurances can be given that such expectations or assumptions will prove to have been correct, and readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Keysight undertakes no responsibility to publicly update or revise any forward-looking statement. The forward-looking statements contained herein include, but are not limited to, predictions, future guidance, projections, beliefs, and expectations about the company’s goals, revenues, financial condition, earnings, and operations that involve risks and uncertainties that could cause Keysight’s results to differ materially from management’s current expectations. Such risks and uncertainties include, but are not limited to, impacts of global economic conditions such as inflation or recession, slowing demand for products or services, supply chain constraints; impacts of geopolitical tension and conflict outside of the U.S., export control regulations and compliance; net zero emissions commitments; increases in attrition and our ability to retain key personnel; customer purchasing decisions and timing; and order cancellations.

In addition to the risks above, other risks that Keysight faces include those detailed in Keysight’s filings with the Securities and Exchange Commission on Keysight’s yearly report on Form 10-K for the period ended October 31, 2022.

Segment Data

Segment data reflect the results of our reportable segments under our management reporting system. Segment data are provided on page 5 of the attached tables.

Use of Non-GAAP Financial Measures

In addition to financial information prepared in accordance with U.S. GAAP (“GAAP”), this document also contains certain non-GAAP financial measures based on management’s view of performance, including:

•Core Revenue

•Non-GAAP Net Income/Earnings

•Non-GAAP Net Income per share/Earnings per share

Income per share is based on weighted average diluted share count. See the attached supplemental schedules for reconciliations of each non-GAAP financial measure to its most directly comparable GAAP financial measure for the three months ended January 31, 2023. Following the reconciliations is a discussion of the items adjusted from our non-GAAP financial measures and the company’s reasons for including or excluding certain categories of income or expenses from our non-GAAP results.

2

About Keysight Technologies

Keysight delivers advanced design and validation solutions that help accelerate innovation to connect and secure the world. Keysight’s dedication to speed and precision extends to software-driven insights and analytics that bring tomorrow’s technology products to market faster across the development lifecycle, in design simulation, prototype validation, automated software testing, manufacturing analysis, and network performance optimization and visibility in enterprise, service provider and cloud environments. Our customers span the worldwide communications and industrial ecosystems, aerospace and defense, automotive, energy, semiconductor and general electronics markets. Keysight generated revenues of $5.4B in fiscal year 2022. For more information about Keysight Technologies (NYSE: KEYS), visit us at www.keysight.com.

# # #

Additional information about Keysight Technologies is available in the newsroom at www.keysight.com/go/newsand onFacebook, LinkedIn, Twitterand YouTube.

EDITORIAL CONTACT:

Andrea Mueller

+ 1 408-218-4754

andrea.mueller@keysight.com

INVESTOR CONTACT:

Jason Kary

+1 707-577-6916

jason.kary@keysight.com

Source: IR-KEYS

3

KEYSIGHT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In millions, except per share data)
(Unaudited)
PRELIMINARY
	Three months ended
	January 31,				Percent
	2023		2022		Inc/(Dec)
Orders	$	1,300	$	1,495	(13)%
Revenue	$	1,381	$	1,250	10%
Costs and expenses:
Cost of products and services	498		446		12%
Research and development	227		210		8%
Selling, general and administrative	338		326		3%
Other operating expense (income), net	(4)		(3)		20%
Total costs and expenses	1,059		979		8%
Income from operations	322		271		19%
Interest income	19		1		3148%
Interest expense	(19)		(20)		(2)%
Other income (expense), net	9		12		(20)%
Income before taxes	331		264		26%
Provision for income taxes	71		35		105%
Net income	$	260	$	229	14%
Net income per share:
Basic	$	1.46	$	1.25
Diluted	$	1.45	$	1.24
Weighted average shares used in computing net income per share:
Basic	178		183
Diluted	180		184

1

KEYSIGHT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(In millions, except par value and share data)
(Unaudited)
PRELIMINARY
	January 31,		October 31,
	2023		2022
ASSETS
Current assets:
Cash and cash equivalents	$	2,228	$	2,042
Accounts receivable, net	920		905
Inventory	909		858
Other current assets	441		429
Total current assets	4,498		4,234
Property, plant and equipment, net	728		690
Operating lease right-of-use assets	222		220
Goodwill	1,611		1,582
Other intangible assets, net	166		189
Long-term investments	75		62
Long-term deferred tax assets	679		667
Other assets	469		454
Total assets	$	8,448	$	8,098
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	325	$	348
Employee compensation and benefits	257		333
Deferred revenue	554		495
Income and other taxes payable	164		96
Operating lease liabilities	42		39
Other accrued liabilities	123		96
Total current liabilities	1,465		1,407
Long-term debt	1,793		1,793
Retirement and post-retirement benefits	61		58
Long-term deferred revenue	217		197
Long-term operating lease liabilities	186		186
Other long-term liabilities	322		296
Total liabilities	4,044		3,937
Stockholders' Equity:
Preferred stock; $0.01 par value; 100 million shares authorized; none issued and outstanding	—		—
Common stock; $0.01 par value; 1 billion shares authorized; 199 million shares at January 31, 2023 and 199 million shares at October 31, 2022 issued	2		2
Treasury stock at cost; 21.2 million shares at January 31, 2023 and 20.5 million shares at October 31, 2022	(2,399)		(2,274)
Additional paid-in-capital	2,378		2,333
Retained earnings	4,814		4,554
Accumulated other comprehensive loss	(391)		(454)
Total stockholders' equity	4,404		4,161
Total liabilities and equity	$	8,448	$	8,098

2

KEYSIGHT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)
(Unaudited)
PRELIMINARY
	Three months ended
	January 31,
	2023		2022
Cash flows from operating activities:
Net income	$	260	$	229
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	29		30
Amortization	24		27
Share-based compensation	54		50
Deferred tax expense (benefit)	(1)		9
Excess and obsolete inventory-related charges	6		6
Unrealized loss (gain) on equity and other investments	(6)		3
Other non-cash expense (income), net	—		2
Changes in assets and liabilities:
Accounts receivable	6		25
Inventory	(44)		(32)
Accounts payable	(19)		(4)
Employee compensation and benefits	(84)		(117)
Deferred revenue	62		28
Income taxes payable	56		14
Retirement and post-retirement benefits	(3)		(9)
Prepaid assets	(10)		(42)
Other assets and liabilities	36		5
Net cash provided by operating activities(a)	366		224
Cash flows from investing activities:
Investments in property, plant and equipment	(60)		(42)
Acquisition of businesses and intangible assets, net of cash acquired	—		(7)
Net cash used in investing activities	(60)		(49)
Cash flows from financing activities:
Proceeds from issuance of common stock under employee stock plans	33		31
Payment of taxes related to net share settlement of equity awards	(46)		(72)
Treasury stock repurchases	(125)		(206)
Other financing activities	(1)		—
Net cash used in financing activities	(139)		(247)
Effect of exchange rate movements	20		(4)
Net increase (decrease) in cash, cash equivalents, and restricted cash	187		(76)
Cash, cash equivalents and restricted cash at beginning of period	2,057		2,068
Cash, cash equivalents and restricted cash at end of period	$	2,244	$	1,992

(a) Cash payments included in operating activities:

Interest payments	$	—	$	—
Income tax paid, net	$	14	$	12

3

KEYSIGHT TECHNOLOGIES, INC.
RECONCILIATION OF CORE REVENUE
(In millions)
(Unaudited)
PRELIMINARY
	Year-over-year
	Q1'23		Q1'22		Percent Inc/(Dec)
Revenue	$	1,381	$	1,250	10%
Adjustments:
Revenue from acquisitions or divestitures	(2)		—
Currency impacts	49		—
Core Revenue	$	1,428	$	1,250	14%

Please refer last page for details on the use of non-GAAP financial measures.

4

KEYSIGHT TECHNOLOGIES, INC.
SEGMENT RESULTS INFORMATION
(In millions, except where noted)
(Unaudited)
PRELIMINARY
Communications Solutions Group							YoY
	Q1'23			Q1'22			% Chg
Revenue	$	939		$	878		7%
Gross margin, %	67		%	67		%
Income from operations	$	269		$	237
Operating margin, %	29		%	27		%
Electronic Industrial Solutions Group							YoY
	Q1'23			Q1'22			% Chg
Revenue	$	442		$	372		19%
Gross margin, %	61		%	63		%
Income from operations	$	140		$	114
Operating margin, %	32		%	31		%

Segment revenue and income from operations are consistent with the respective non-GAAP financial measures as discussed on last page.

5

KEYSIGHT TECHNOLOGIES, INC.
NON-GAAP NET INCOME AND DILUTED EPS RECONCILIATION
(In millions, except per share data)
(Unaudited)
PRELIMINARY
	Three months ended
	January 31,
	2023				2022
	Net Income		Diluted EPS		Net Income		Diluted EPS
GAAP Net income	$	260	$	1.45	$	229	$	1.24
Non-GAAP adjustments:
Amortization of acquisition-related balances	23		0.13		26		0.14
Share-based compensation	55		0.30		51		0.27
Acquisition and integration costs	2		0.01		3		0.02
Restructuring and others	1		0.01		3		0.02
Adjustment for taxes(a)	22		0.12		(7)		(0.04)
Non-GAAP Net income	$	363	$	2.02	$	305	$	1.65
Weighted average shares outstanding - diluted	180				184

(a) For both the three months ended January 31, 2023 and 2022, management uses a non-GAAP effective tax rate of 12%.

Please refer last page for details on the use of non-GAAP financial measures.

6

KEYSIGHT TECHNOLOGIES, INC.

Non-GAAP Financial Measures

Management uses both GAAP and non-GAAP financial measures to analyze and assess the overall performance of the business, to make operating decisions and to forecast and plan for future periods. We believe that our investors benefit from seeing our results “through the eyes of management” in addition to seeing our GAAP results. This information enhances investors’ understanding of the continuing performance of our business and facilitates comparison of performance to our historical and future periods.

Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, including industry peer companies, limiting the usefulness of these measures for comparative purposes.

These non-GAAP measures should be considered supplemental to and not a substitute for financial information prepared in accordance with GAAP. The discussion below presents information about each of the non-GAAP financial measures and the company’s reasons for including or excluding certain categories of income or expenses from our non-GAAP results. In future periods, we may exclude such items and may incur income and expenses similar to these excluded items. Accordingly, adjustments for these items and other similar items in our non-GAAP presentation should not be interpreted as implying that these items are non-recurring, infrequent or unusual.            

Non-GAAP Revenue generally relates to an acquisition and includes recognition of acquired deferred revenue that was written down to fair value in purchase accounting. Management believes that excluding fair value purchase accounting adjustments more closely correlates with the ordinary and ongoing course of the acquired company’s operations and facilitates analysis of revenue growth and business trends. We may not have non-GAAP revenue in all periods.

Core Revenue is GAAP/non-GAAP revenue (as applicable) excluding the impact of foreign currency changes and revenue associated with material acquisitions or divestitures completed within the last twelve months. We exclude the impact of foreign currency changes as currency rates can fluctuate based on factors that are not within our control and can obscure revenue growth trends. As the nature, size and number of acquisitions can vary significantly from period to period and as compared to our peers, we exclude revenue associated with recently acquired businesses to facilitate comparisons of revenue growth and analysis of underlying business trends.

Free cash flow includes net cash provided by operating activities adjusted for investments in property, plant & equipment.

Non-GAAP Income from Operations, Non-GAAP Net Income and Non-GAAP Diluted EPS may include the following types of adjustments:

•Acquisition-related Items: We exclude the impact of certain items recorded in connection with business combinations from our non-GAAP financial measures that are either non-cash or not normal, recurring operating expenses due to their nature, variability of amounts and lack of predictability as to occurrence or timing. These amounts may include non-cash items such as the amortization of acquired intangible assets and amortization of items associated with fair value purchase accounting adjustments, including recognition of acquired deferred revenue (see Non-GAAP Revenue above). We also exclude other acquisition and integration costs associated with business acquisitions that are not normal recurring operating expenses, including amortization of amounts paid to redeem acquiree's unvested stock-based compensation awards, and legal, accounting and due diligence costs. We exclude these charges to facilitate a more meaningful evaluation of our current operating performance and comparisons to our past operating performance.

•Share-based Compensation Expense: We exclude share-based compensation expense from our non-GAAP financial measures because share-based compensation expense can vary significantly from period to period based on the company’s share price, as well as the timing, size and nature of equity awards granted. Management believes the exclusion of this expense facilitates the ability of investors to compare the company’s operating results with those of other companies, many of which also exclude share-based compensation expense in determining their non-GAAP financial measures.

•Gain on insurance settlement: We exclude certain other significant income or expense items that may occur occasionally and are not normal and recurring from our non-GAAP financial measures. This represents cost and recoveries related to the 2017 Northern California wildfires.

•Restructuring and others: We exclude incremental expenses associated with restructuring initiatives, usually aimed at material changes in the business or cost structure. Such costs may include employee separation costs, asset impairments, facility-related costs, contract termination fees, and costs to move operations from one location to another. These activities can vary significantly from period to period based on the timing, size and nature of restructuring plans; therefore, we do not consider such costs to be normal, recurring operating expenses.

We also exclude “others”, not normal, recurring, cash operating income/expenses from our non-GAAP financial measures. Such items are evaluated on an individual basis, based on both quantitative and qualitative factors and generally represent items that we do not anticipate occurring as part of our normal business. While not all-inclusive, examples of such items would include net unrealized gains on equity investments still held, significant non-recurring events like realized gains or losses associated with our employee benefit plans, costs and recoveries related to unusual events, gain on sale of assets/divestitures, etc. We believe that these costs do not reflect expected future operating expenses and do not contribute to a meaningful evaluation of the company’s current operating performance or comparisons to our operating performance in other periods.

•Estimated Tax Rate: We utilize a consistent methodology for long-term projected non-GAAP tax rate. When projecting this long-term rate, we exclude 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, we evaluate our 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 the second quarter of fiscal 2023 to the GAAP equivalent.

Management recognizes these items can have a material impact on our cash flows and/or our net income. Our GAAP financial statements, including our Condensed Consolidated Statement of Cash Flows, portray those effects. Although we believe it is useful for investors to see core performance free of special items, investors should understand that the excluded costs are actual expenses that may impact the cash available to us for other uses. To gain a complete picture of all effects on the company’s profit and loss from any and all events, management does (and investors should) rely upon the Condensed Consolidated Statement of Operations prepared in accordance with GAAP. The non-GAAP measures focus instead upon the core business of the company, which is only a subset, albeit a critical one, of the company’s performance.

7

XML

Document and Entity Information	Feb. 21, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Feb. 21, 2023
Entity Registrant Name	KEYSIGHT TECHNOLOGIES, INC.
Entity Incorporation, State or Country Code	DE
Entity Central Index Key	0001601046
Amendment Flag	false
Entity File Number	001-36334
Entity Tax Identification Number	46-4254555
Entity Address, Address Line One	1400 Fountaingrove Parkway
Entity Address, City or Town	Santa Rosa
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95403
City Area Code	(800)
Local Phone Number	829-4444
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	KEYS
Security Exchange Name	NYSE
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false