Fourth Fiscal Quarter
Notables:
Xcerra Corporation (NASDAQ:XCRA), today announced financial results
for its fourth fiscal quarter and fiscal year ended July 31, 2017.
Net sales for the quarter were $126,926,000, compared to the
prior quarter's sales of $103,635,000. GAAP net income
for the quarter was $12,417,000, or $0.23 per diluted
share. Excluding restructuring of $198,000, amortization of
purchased intangible assets of $159,000, and deal related expenses
of $1,242,000, non-GAAP net income for the quarter was $14,016,000,
or $0.25 per diluted share.
For the twelve-month period ended July 31, 2017, sales were
$390,771,000. GAAP net income was $22,555,000, or $0.41 per diluted
share. Excluding restructuring, and other one-time net expenses
totaling $3,877,000, and amortization of purchased intangible
assets of $676,000, non-GAAP net income for the year was
$27,108,000, or $0.49 per diluted share.
As a result of the acquisition announcement with Sino IC
Capital, the Company will not hold a quarterly conference call and
webcast, and will not provide an outlook for its future financial
results.
Information About Non-GAAP
Measures
Xcerra supplements its GAAP financial results by providing
non-GAAP measures to evaluate the operating performance of the
Company. Non-GAAP net income for the quarter ended July 31,
2017 excludes the amortization of purchased intangible assets,
restructuring charges, and other one-time adjustments.
Management believes these non-GAAP measures are useful for internal
comparison to historical operating results as well as to the
operating results of its competitors, and believes that this
information is useful to investors for the same purposes. A
reconciliation between the Company’s GAAP and non-GAAP results is
provided in the attached tables. Readers are reminded that
non-GAAP information is merely a supplement to, and not a
replacement for, GAAP financial measures.
Safe Harbor for Forward-Looking
Statements
Certain statements contained in this press release may be
considered forward-looking statements within the meaning of the
U.S. Private Securities Litigation Reform Act of 1995, including
statements regarding the proposed transaction involving Xcerra
Corporation ("Xcerra") and Unic Capital Management Co., Ltd.
("Parent") and the ability to consummate the transaction.
Forward-looking statements generally include statements that are
predictive in nature and depend upon or refer to future events or
conditions, and include words such as "may," "will," "should,"
"would," "expect," "anticipate," "plan," "likely," "believe,"
"estimate," "project," "intend," and other similar expressions
among others. Statements that are not historical facts are
forward-looking statements. Forward-looking statements are based on
current beliefs and assumptions that are subject to risks and
uncertainties and are not guarantees of future performance. Actual
results could differ materially from those contained in any
forward-looking statement as a result of various factors,
including, without limitation: the risk that the conditions to the
closing of the transaction are not satisfied, including the failure
to timely or at all obtain stockholder approval for the transaction
or the failure to timely or at all obtain any required regulatory
clearances, including under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 (HSR) or from the Committee on Foreign
Investment in the United States (CFIUS); uncertainties as to the
timing of the consummation of the transaction and the ability of
each of Xcerra and Parent to consummate the transaction, including
as a result of the failure of Parent to obtain or provide on a
timely basis or at all the necessary financing; risks that the
transaction disrupts the current plans and operations of Xcerra;
the ability of Xcerra to retain and hire key personnel; competitive
responses to the transaction; unexpected costs, charges or expenses
resulting from the transaction; potential adverse reactions or
changes to business relationships resulting from the announcement
or completion of the transaction; and legislative, regulatory,
political and economic developments. The foregoing review of
important factors that could cause actual events to differ from
expectations should not be construed as exhaustive and should be
read in conjunction with statements that are included herein and
elsewhere, including the risk factors included in Xcerra's most
recent Annual Report on Form 10-K, and Xcerra's more recent
Quarterly Report on Form 10-Q and Current Reports on Form 8-K filed
with the U.S. Securities and Exchange Commission (the "SEC").
Xcerra can give no assurance that the conditions to the transaction
will be satisfied. Except as required by applicable law, Xcerra
undertakes no obligation to revise or update any forward-looking
statement, or to make any other forward-looking statements, whether
as a result of new information, future events or otherwise.
Participants in the Solicitation
Xcerra and its directors and executive officers and certain of
its other members of management and employees may be deemed to be
participants in the solicitation of proxies in connection with the
proposed transaction. Information about Xcerra's directors and
executive officers is included in Xcerra's Annual Report on Form
10-K for the year ended July 31, 2016, filed with the SEC on
September 16, 2016, and the proxy statement for Xcerra's 2016
annual meeting of stockholders, filed with the SEC on October 28,
2016. Additional information regarding these persons and
their interests in the transaction will be included in the proxy
statement relating to the transaction when it is filed with the
SEC. These documents can be obtained free of charge from the
sources indicated below.
Additional Information and Where to Find It
This press release is being made in respect of the proposed
transaction involving Xcerra and Parent. Xcerra intends to
file with the SEC a proxy statement in connection with the proposed
transaction as well as other documents regarding the proposed
transaction. The definitive proxy statement will be sent or given
to the stockholders of Xcerra and will contain important
information about the proposed transaction and related matters.
XCERRA'S SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT
REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The proxy statement and other relevant materials (when
they become available), and any other documents filed by Xcerra
with the SEC, may be obtained free of charge at the SEC's website,
at www.sec.gov. In addition, security holders of Xcerra will be
able to obtain free copies of the proxy statement from Xcerra by
contacting Investor Relations by mail at Attn: Investor Relations,
825 University Avenue, Norwood, Massachusetts 02062.
Details regarding the record date, and the date, time and place
of the special meeting of Xcerra shareholders to vote on the
transaction will be announced at a later date.
About Xcerra
Xcerra Corporation is comprised of four businesses in the
semiconductor and electronics manufacturing test markets:
atg-Luther & Maelzer, Everett Charles Technologies,
LTX-Credence and Multitest. The combination of these businesses
creates a company with a broad spectrum of semiconductor and PCB
test expertise that drives innovative new products and services,
and the ability to deliver to customers fully integrated
semiconductor test cell solutions. The Company addresses the
broad, divergent requirements of the mobility, industrial,
automotive and consumer end markets, offering a comprehensive
portfolio of solutions and technologies, and a global network of
strategically deployed applications and support resources.
Additional information can be found at www.xcerra.com or at each
product group’s website; www.atg-lm.com, www.ectinfo.com,
www.ltxc.com and www.multitest.com
Xcerra is a trademark of Xcerra Corporation. All other
trademarks are the property of their respective owners.
|
|
|
|
|
Xcerra
Corporation |
|
|
|
|
Consolidated
Balance Sheets |
|
|
|
|
(in
thousands) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS |
July 31,
2017 |
|
July 31,
2016 |
|
|
|
|
|
|
Current assets |
|
|
|
|
Cash and cash
equivalents |
$ |
103,637 |
|
$ |
83,065 |
|
Marketable
securities |
|
57,087 |
|
|
56,356 |
|
Accounts
receivable - trade, net |
|
92,689 |
|
|
76,513 |
|
Accounts
receivable - other, net |
|
274 |
|
|
304 |
|
Inventories,
net |
|
81,509 |
|
|
69,986 |
|
Prepaid expenses
and other current assets |
|
19,087 |
|
|
8,546 |
|
Assets held for
sale |
|
994 |
|
|
2,448 |
|
Total current assets |
|
355,277 |
|
|
297,218 |
|
|
|
|
|
|
Property and
equipment, net |
|
28,509 |
|
|
25,483 |
|
Intangible
assets, net |
|
8,752 |
|
|
9,429 |
|
Goodwill |
|
43,850 |
|
|
43,850 |
|
Other
assets |
|
2,225 |
|
|
2,103 |
|
Total assets |
$ |
438,613 |
|
$ |
378,083 |
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' EQUITY
|
|
|
|
|
Current
liabilities |
|
|
|
|
Current portion
of long-term debt |
$ |
3,779 |
|
$ |
2,822 |
|
Accounts
payable |
|
36,249 |
|
|
25,924 |
|
Other accrued
expenses |
|
50,262 |
|
|
31,588 |
|
Deferred
revenues |
|
8,085 |
|
|
6,196 |
|
Total current liabilities |
|
98,375 |
|
|
66,530 |
|
|
|
|
|
|
Term
Loan |
|
17,547 |
|
|
21,197 |
|
Other long-term
liabilities |
|
9,012 |
|
|
8,518 |
|
Stockholders'
equity |
|
313,679 |
|
|
281,838 |
|
Total liabilities and stockholders' equity |
$ |
438,613 |
|
$ |
378,083 |
|
|
|
|
|
|
Xcerra
Corporation |
|
|
|
|
|
|
|
|
|
Consolidated
Statements of Operations |
|
|
|
|
|
|
|
|
|
(in thousands, except earnings per
share data) |
|
|
|
|
|
|
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
Twelve Months
Ended |
|
|
|
|
|
July 31, |
|
July 31, |
|
|
|
|
|
|
2017 |
|
|
2016 |
|
|
|
2017 |
|
2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
$ |
126,926 |
|
$ |
91,234 |
|
|
$ |
390,771 |
$ |
324,206 |
|
|
|
|
|
Cost of sales |
|
69,289 |
|
|
49,049 |
|
|
|
217,662 |
|
184,280 |
|
|
|
|
|
Gross profit |
|
57,637 |
|
|
42,185 |
|
|
|
173,109 |
|
139,926 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Engineering and product
development expenses |
|
15,799 |
|
|
15,594 |
|
|
|
61,689 |
|
60,929 |
|
|
|
|
|
Selling, general, and
administrative expenses |
|
24,072 |
|
|
20,407 |
|
|
|
82,141 |
|
76,742 |
|
|
|
|
|
Amortization of
purchased intangible assets |
|
159 |
|
|
246 |
|
|
|
676 |
|
1,203 |
|
|
|
|
|
Restructuring |
|
198 |
|
|
420 |
|
|
|
791 |
|
924 |
|
|
|
|
|
Income from continuing
operations |
|
17,409 |
|
|
5,518 |
|
|
|
27,812 |
|
128 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (loss) income,
net |
|
(698 |
) |
|
178 |
|
|
|
687 |
|
671 |
|
|
|
|
|
Income from continuing
operations before provision for income taxes |
|
16,711 |
|
|
5,696 |
|
|
|
28,499 |
|
799 |
|
|
|
|
|
Provision for (benefit
from) income taxes |
|
4,294 |
|
|
(2,488 |
) |
|
|
5,944 |
|
(1,660 |
) |
|
|
|
|
Income from continuing
operations |
|
12,417 |
|
|
8,184 |
|
|
|
22,555 |
|
2,459 |
|
|
|
|
|
(Loss) income from
discontinued operations, net of tax |
|
- |
|
|
(1,050 |
) |
|
|
- |
|
8,715 |
|
|
|
|
|
Net income |
$ |
12,417 |
|
$ |
7,134 |
|
|
$ |
22,555 |
$ |
11,174 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per
share: |
|
|
|
|
|
|
|
|
|
Net income from
continuing operations |
$ |
0.23 |
|
$ |
0.15 |
|
|
$ |
0.42 |
$ |
0.05 |
|
|
|
|
|
Net (loss) income from
discontinued operations, net of tax |
|
- |
|
|
(0.02 |
) |
|
|
- |
|
0.16 |
|
|
|
|
|
Basic net income per
share |
$ |
0.23 |
|
$ |
0.13 |
|
|
$ |
0.42 |
$ |
0.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted net income per
share: |
|
|
|
|
|
|
|
|
|
Net income from
continuing operations |
$ |
0.23 |
|
$ |
0.15 |
|
|
$ |
0.41 |
$ |
0.05 |
|
|
|
|
|
Net (loss) income from
discontinued operations, net of tax |
|
- |
|
|
(0.02 |
) |
|
|
- |
|
0.16 |
|
|
|
|
|
Diluted net income per
share |
$ |
0.23 |
|
$ |
0.13 |
|
|
$ |
0.41 |
$ |
0.21 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common
shares used in computing net income per share: |
|
|
|
|
|
|
|
|
|
Basic |
|
54,260 |
|
|
53,525 |
|
|
|
54,127 |
|
53,783 |
|
|
|
|
|
Diluted |
|
55,175 |
|
|
53,741 |
|
|
|
54,872 |
|
53,974 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Xcerra
Corporation |
|
|
|
|
|
|
|
|
Reconciliation
of GAAP Net Income to Non-GAAP Net
Income |
|
|
|
|
|
|
|
|
(In thousands, except per share
amounts) |
|
|
|
|
|
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three
Months |
Basic |
Diluted |
|
Three
Months |
Basic |
Diluted |
|
|
Ended |
Earnings |
Earnings |
|
Ended |
Earnings |
Earnings |
|
|
July 31, 2017 |
Per
Share |
Per
Share |
|
July 31, 2016 |
Per Share |
Per Share |
|
|
|
|
|
|
|
|
|
|
GAAP net
income |
$ |
12,417 |
$ |
0.23 |
$ |
0.23 |
|
$ |
7,134 |
|
$ |
0.13 |
|
$ |
0.13 |
|
|
Legal and transaction
fees |
|
1,242 |
|
0.02 |
|
0.02 |
|
|
- |
|
|
- |
|
|
- |
|
|
(Income) loss from
discontinued operations, net of tax |
|
- |
|
- |
|
- |
|
|
1,050 |
|
|
0.02 |
|
|
0.02 |
|
|
Amortization of
purchased intangible assets |
|
159 |
|
0.00 |
|
0.00 |
|
|
246 |
|
|
0.00 |
|
|
0.00 |
|
|
Restructuring |
|
198 |
|
0.00 |
|
0.00 |
|
|
420 |
|
|
0.01 |
|
|
0.01 |
|
|
Tax benefit from
divestiture |
|
- |
|
- |
|
- |
|
|
(2,530 |
) |
|
(0.05 |
) |
|
(0.05 |
) |
|
Non-GAAP net
income |
$ |
14,016 |
$ |
0.26 |
$ |
0.25 |
|
$ |
6,320 |
|
$ |
0.12 |
|
$ |
0.12 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding: |
|
|
54,260 |
|
55,175 |
|
|
|
53,525 |
|
|
53,741 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months |
Basic |
Diluted |
|
Twelve Months |
Basic |
Diluted |
|
|
Ended |
Earnings |
Earnings |
|
Ended |
Earnings |
Earnings |
|
|
July 31, 2017 |
Per Share |
Per Share |
|
July 31, 2016 |
Per Share |
Per Share |
|
|
|
|
|
|
|
|
|
|
GAAP net
income |
$ |
22,555 |
$ |
0.42 |
$ |
0.41 |
|
$ |
11,174 |
|
$ |
0.21 |
|
$ |
0.21 |
|
|
Legal and transaction
fees |
|
3,086 |
|
0.06 |
|
0.06 |
|
|
- |
|
|
- |
|
|
- |
|
|
(Income) loss from
discontinued operations, net of tax |
|
- |
|
- |
|
- |
|
|
(8,715 |
) |
|
(0.16 |
) |
|
(0.16 |
) |
|
Amortization of
purchased intangible assets |
|
676 |
|
0.01 |
|
0.01 |
|
|
1,203 |
|
|
0.02 |
|
|
0.02 |
|
|
Restructuring |
|
791 |
|
0.01 |
|
0.01 |
|
|
924 |
|
|
0.02 |
|
|
0.02 |
|
|
Impairment of property
held for sale |
|
- |
|
- |
|
- |
|
|
601 |
|
|
0.01 |
|
|
0.01 |
|
|
Tax benefit from
divestiture |
|
- |
|
- |
|
- |
|
|
(3,323 |
) |
|
(0.06 |
) |
|
(0.06 |
) |
|
Non-GAAP net
income |
$ |
27,108 |
$ |
0.50 |
$ |
0.49 |
|
$ |
1,864 |
|
$ |
0.03 |
|
$ |
0.03 |
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares
outstanding: |
|
|
54,127 |
|
54,872 |
|
|
|
53,783 |
|
|
53,974 |
|
|
|
|
|
|
|
|
|
|
|
Investor Contact:
Richard Yerganian,
Vice President, Investor Relations
Xcerra Corporation
Tel. 781.467.5063
Email rich.yerganian@xcerra.com
Xcerra Corp (NASDAQ:XCRA)
Historical Stock Chart
From Sep 2024 to Oct 2024
Xcerra Corp (NASDAQ:XCRA)
Historical Stock Chart
From Oct 2023 to Oct 2024