Third Fiscal Quarter
Notables:
Xcerra Corporation (NASDAQ:XCRA)
,
today announced financial results for its third fiscal quarter
ended April 30, 2018.
Net sales for the quarter were $115,717,000, compared to the
prior quarter's net sales of $110,276,000. GAAP net income
attributable to Xcerra for the quarter was $11,754,000, or $0.21
per diluted share. Excluding restructuring and related provision
charges of $452,000, amortization of purchased intangible assets of
$128,000, and transaction related expenses of $778,000, non-GAAP
net income attributable to Xcerra for the quarter was $13,112,000,
or $0.24 per diluted share.
As a result of the pending acquisition of the company by Cohu,
Inc., 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 MeasuresXcerra
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 April 30, 2018 excludes
the amortization of purchased intangible assets, restructuring
charges, and other one-time adjustments. Management of the company
believes these non-GAAP measures are useful for internal comparison
to historical operating results as well as to the operating results
of the company’s 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.
No Offer or SolicitationThis communication does
not constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval. No
offer of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of
1933, as amended.
Cautionary Statement Regarding Forward-Looking
StatementsCertain statements contained in this filing 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 Cohu, Inc. (“Cohu”) and the ability to
consummate the proposed 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: (i) the
risk that the conditions to the closing of the proposed transaction
are not satisfied, including the failure to timely or at all obtain
stockholder approval for the proposed 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); (ii) uncertainties as to the timing of the consummation
of the proposed transaction and the ability of each of Xcerra and
Cohu to consummate the proposed transaction, including as a result
of the failure of Cohu to obtain or provide on a timely basis or at
all the necessary financing; (iii) the ability of Xcerra and Cohu
to integrate their businesses successfully and to achieve
anticipated synergies; (iv) the possibility that other anticipated
benefits of the proposed transaction will not be realized,
including without limitation, anticipated revenues, expenses,
earnings and other financial results, and growth and expansion of
the combined company’s operations, and the anticipated tax
treatment of the combination; (v) potential litigation relating to
the proposed transaction that could be instituted against Xcerra,
Cohu or their respective directors; (vi) possible disruptions from
the proposed transaction that could harm Xcerra’s and/or Cohu’s
respective businesses; (vii) the ability of Xcerra or Cohu to
retain, attract and hire key personnel; (viii) potential adverse
reactions or changes to relationships with customers, employees,
suppliers or other parties resulting from the announcement or
completion of the proposed transaction; (ix) potential business
uncertainty, including changes to existing business relationships,
during the pendency of the proposed transaction that could affect
Xcerra’s or Cohu’s financial performance; (x) certain restrictions
during the pendency of the proposed transaction that may impact
Xcerra’s or Cohu’s ability to pursue certain business opportunities
or strategic transactions; (xi) continued availability of capital
and financing and rating agency actions; (xii) legislative,
regulatory and economic developments; (xiii) unpredictability and
severity of catastrophic events, including, but not limited to,
acts of terrorism or outbreak of war or hostilities, as well as
management’s response to any of the aforementioned factors; and
(xiv) such other factors as are set forth in (A) Xcerra’s periodic
public filings with the SEC, including but not limited to those
described under the heading “Risk Factors” in Xcerra’s Form 10-K
for the fiscal year ended July 31, 2017, (B) Cohu’s periodic public
filings with the SEC, including but not limited to those described
under the heading “Risk Factors” in Cohu’s Form 10-K for the fiscal
year ended December 31, 2017, (C) in the Registration Statement on
Form S-4 that has or will be filed by Cohu with the SEC and the
prospectus and joint proxy statement of Cohu and Xcerra that is or
will be contained therein, and (D) the other filings made by Xcerra
or Cohu with the SEC from time to time, which are available via the
SEC’s website at www.sec.gov. Xcerra can give no assurance that the
conditions to the proposed 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.
Additional Information and Where You Can Find
It
Cohu will file with the Securities and Exchange Commission (the
“SEC”) a Registration Statement on Form S-4 (the “Registration
Statement”) containing a prospectus with respect to the Cohu common
stock to be issued in the proposed transaction and a joint proxy
statement of Cohu and Xcerra in connection with the proposed
transaction (the “Joint Proxy Statement/Prospectus”) and other
documents concerning the proposed transaction. The definitive
Joint Proxy Statement/Prospectus will be delivered to the
stockholders of Xcerra and Cohu after the Registration Statement is
declared effective by the SEC. This communication is not a
substitute for the Registration Statement, the definitive Joint
Proxy Statement/Prospectus or any other documents that Xcerra or
Cohu may file or may have filed with the SEC, or will send or have
sent to stockholders in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ
THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES
AVAILABLE AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain a free
copy of these documents (when they become available) and other
documents filed by Xcerra and Cohu with the SEC at the SEC’s
website at www.sec.gov. The Joint Proxy Statement/Prospectus
and other documents filed by Xcerra or Cohu may also be obtained
free of charge by visiting the Xcerra Investor Relations page on
its corporate website at https://xcerra.com/investors or by
contacting Xcerra Investor Relations by telephone at (781) 467-5063
or by mail at Xcerra Investor Relations, Xcerra Corporation, 825
University Avenue, Norwood, MA 02062, attention Rich Yerganian or
by visiting the Cohu Investor Relations page on its corporate
website at https://cohu.gcs-web.com or by contacting Cohu Investor
Relations by telephone at (858) 848-8106 or by mail at Cohu
Corporate Headquarters, 12367 Crosthwaite Circle, Poway, CA 92064,
attention Jeffrey D. Jones.
Participants in the Solicitation
Xcerra, Cohu, certain of their respective directors, executive
officers, members of management and employees may, under the rules
of the SEC, be deemed to be participants in the solicitation of
proxies in connection with the proposed transaction. Information
regarding the persons who may, under the rules of the SEC, be
deemed “participants” in the solicitation of proxies in connection
with the proposed transaction, and a description of their direct
and indirect interests in the proposed transaction, which may
differ from the interests of Xcerra stockholders or Cohu
stockholders generally, is set forth in the Joint Proxy
Statement/Prospectus filed with the SEC. Information regarding
Xcerra’s directors and executive officers and their beneficial
ownership of Xcerra common stock is also set forth in Xcerra’s
proxy statement on Schedule 14A filed with the SEC on September 5,
2017, and in its Annual Report on Form 10-K for the year ended July
31, 2017, and is supplemented by other public filings made, and to
be made, with the SEC by Xcerra. These documents are available free
of charge at the SEC’s website at www.sec.gov or by visiting the
Xcerra Investor Relations page on its corporate website at
https://xcerra.com/investors. Information concerning Cohu’s
directors and executive officers and their beneficial ownership of
Cohu’s common stock is set forth in Cohu’s annual proxy statement
on Schedule 14A filed with the SEC on April 3, 2018, and in its
Annual Report on Form 10-K for the year ended December 31, 2017.
These documents are available free of charge at the SEC’s website
at www.sec.gov or by visiting the Cohu Investor Relations page on
its corporate website at https://cohu.gcs-web.com. Other
information regarding the participants in the proxy solicitations
and a description of their direct and indirect interests, by
security holdings or otherwise, are contained in the Joint Proxy
Statement/Prospectus regarding the proposed transaction and other
relevant materials that have been or will be filed with the SEC
when they become available. You may obtain copies of the documents
described in the preceding sentence when they become available free
of charge by visiting the SEC’s website at www.sec.gov.
About XcerraXcerra is comprised of two
reporting segments; Semiconductor Test Solutions (STS) and
Electronics Manufacturing Solutions (EMS). The STS segment supplies
semiconductor testers, test handlers, device contactors and
associated services. The EMS segment offers products and services
for PCB and PCBA test as well as innovative and highly reliable
interconnect components for electronic manufacturing. The
combination of these businesses creates a company with a broad
spectrum of semiconductor and PCB test expertise that drive
innovative new products and services, and the ability to deliver to
customers fully integrated semiconductor test cell solutions. The
company’s products and services address the broad and divergent
requirements of the mobility, automotive, industrial 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.
Investor Contact:
Richard Yerganian, Vice President, Investor RelationsXcerra
Corporation Tel. 781.467.5063 Email rich.yerganian@xcerra.com
Xcerra is a trademark of Xcerra Corporation. All other
trademarks are the property of their respective owners.
Source: Xcerra Corporation.
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Xcerra
Corporation |
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Consolidated
Balance Sheets |
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(in
thousands) |
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ASSETS |
April 30,
2018 |
|
July 31,
2017 |
|
|
|
|
Current
assets |
|
|
|
Cash and cash
equivalents |
$ |
127,807 |
|
$ |
103,637 |
Marketable
securities |
|
51,292 |
|
|
57,087 |
Accounts receivable,
net |
|
89,342 |
|
|
92,963 |
Inventories, net |
|
88,523 |
|
|
81,509 |
Prepaid expenses and
other current assets |
|
13,633 |
|
|
19,087 |
Assets held for
sale |
|
850 |
|
|
994 |
Total
current assets |
|
371,447 |
|
|
355,277 |
|
|
|
|
Property and equipment,
net |
|
30,191 |
|
|
28,509 |
Intangible assets,
net |
|
8,330 |
|
|
8,752 |
Goodwill |
|
45,873 |
|
|
43,850 |
Other assets |
|
2,127 |
|
|
2,225 |
Total
assets |
$ |
457,968 |
|
$ |
438,613 |
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LIABILITIES AND
EQUITY |
|
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Current
liabilities |
|
|
|
Current portion of
long-term debt |
$ |
359 |
|
$ |
3,779 |
Accounts payable |
|
32,017 |
|
|
36,249 |
Other accrued
expenses |
|
46,570 |
|
|
50,262 |
Deferred revenues |
|
5,566 |
|
|
8,085 |
Total
current liabilities |
|
84,512 |
|
|
98,375 |
|
|
|
|
Term Loan |
|
2,185 |
|
|
17,547 |
Other long-term
liabilities |
|
9,125 |
|
|
9,012 |
Stockholders'
equity |
|
360,254 |
|
|
313,679 |
Noncontrolling
interest |
|
1,892 |
|
|
- |
Total
liabilities and equity |
$ |
457,968 |
|
$ |
438,613 |
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Xcerra
Corporation |
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Consolidated
Statements of Operations |
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(in thousands,
except earnings per share
data) |
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(unaudited) |
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Three Months Ended |
|
Nine Months Ended |
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April 30, |
|
April 30, |
|
2018 |
2017 |
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|
2018 |
|
2017 |
|
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|
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|
Net sales |
$ |
115,717 |
$ |
103,635 |
|
|
$ |
346,279 |
|
$ |
263,845 |
Cost of sales |
|
63,073 |
|
57,310 |
|
|
|
183,670 |
|
|
148,373 |
Gross profit |
|
52,644 |
|
46,325 |
|
|
|
162,609 |
|
|
115,472 |
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|
|
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Engineering and product
development expenses |
|
17,117 |
|
15,581 |
|
|
|
50,848 |
|
|
45,891 |
Selling, general, and
administrative expenses |
|
22,560 |
|
21,523 |
|
|
|
65,830 |
|
|
58,069 |
Amortization of
purchased intangible assets |
|
128 |
|
148 |
|
|
|
423 |
|
|
518 |
Restructuring |
|
3 |
|
187 |
|
|
|
688 |
|
|
592 |
Income from
operations |
|
12,836 |
|
8,886 |
|
|
|
44,820 |
|
|
10,402 |
|
|
|
|
|
|
Other income (expense),
net |
|
972 |
|
(57 |
) |
|
|
(1,361 |
) |
|
1,386 |
Income before provision
for income taxes |
|
13,808 |
|
8,829 |
|
|
|
43,459 |
|
|
11,788 |
Provision for income
taxes |
|
1,898 |
|
1,281 |
|
|
|
6,074 |
|
|
1,650 |
Net income |
$ |
11,910 |
$ |
7,548 |
|
|
$ |
37,385 |
|
$ |
10,138 |
|
|
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|
Net income attributable
to noncontrolling interest |
$ |
156 |
$ |
- |
|
|
$ |
169 |
|
$ |
- |
|
|
|
|
|
|
Net income attributable
to Xcerra |
$ |
11,754 |
$ |
7,548 |
|
|
$ |
37,216 |
|
$ |
10,138 |
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Basic and diluted net
income per share attributable to Xcerra: |
|
|
|
|
|
Basic net income per
share |
$ |
0.21 |
$ |
0.14 |
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|
$ |
0.68 |
|
$ |
0.19 |
Diluted net income per
share |
$ |
0.21 |
$ |
0.14 |
|
|
$ |
0.67 |
|
$ |
0.19 |
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Weighted-average common
shares used in computing net income per share: |
|
|
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Basic |
|
54,909 |
|
54,259 |
|
|
|
54,781 |
|
|
54,080 |
Diluted |
|
55,788 |
|
55,043 |
|
|
|
55,813 |
|
|
54,661 |
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Xcerra
Corporation |
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Reconciliation
of GAAP Net Income to Non-GAAP Net
Income |
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(In thousands,
except per share amounts) |
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(unaudited) |
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Three
Months |
Basic |
Diluted |
|
Three
Months |
Basic |
Diluted |
|
Ended |
Earnings |
Earnings |
|
Ended |
Earnings |
Earnings |
|
April 30, 2018 |
Per Share |
Per Share |
|
April 30, 2017 |
Per Share |
Per Share |
|
|
|
|
|
|
|
|
GAAP net income
attributable to Xcerra |
$ |
11,754 |
$ |
0.21 |
$ |
0.21 |
|
$ |
7,548 |
$ |
0.14 |
$ |
0.14 |
Legal and transaction
fees |
|
778 |
|
0.01 |
|
0.01 |
|
|
1,341 |
|
0.02 |
|
0.02 |
Acceleration of debt
financing costs |
|
- |
|
- |
|
- |
|
|
- |
|
- |
|
- |
Amortization of
purchased intangible assets |
|
128 |
|
0.00 |
|
0.00 |
|
|
148 |
|
0.00 |
|
0.00 |
Restructuring and
related provisions |
|
452 |
|
0.01 |
|
0.01 |
|
|
187 |
|
0.00 |
|
0.00 |
Non-GAAP net income
attributable to Xcerra |
$ |
13,112 |
$ |
0.24 |
$ |
0.24 |
|
$ |
9,224 |
$ |
0.17 |
$ |
0.17 |
|
|
|
|
|
|
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|
Weighted average shares
outstanding |
|
|
54,909 |
|
55,788 |
|
|
|
54,259 |
|
55,043 |
|
|
|
|
|
|
|
|
|
Nine
Months |
Basic |
Diluted |
|
Nine Months |
Basic |
Diluted |
|
Ended |
Earnings |
Earnings |
|
Ended |
Earnings |
Earnings |
|
April 30, 2018 |
Per Share |
Per Share |
|
April 30, 2017 |
Per Share |
Per Share |
|
|
|
|
|
|
|
|
GAAP net income
attributable to Xcerra |
$ |
37,216 |
$ |
0.68 |
$ |
0.67 |
|
$ |
10,138 |
$ |
0.19 |
$ |
0.19 |
Legal and transaction
fees |
|
1,948 |
|
0.04 |
|
0.03 |
|
|
1,844 |
|
0.03 |
|
0.03 |
Acceleration of debt
financing costs |
|
891 |
|
0.02 |
|
0.02 |
|
|
- |
|
- |
|
- |
Amortization of
purchased intangible assets |
|
423 |
|
0.01 |
|
0.01 |
|
|
518 |
|
0.01 |
|
0.01 |
Restructuring and
related provisions |
|
1,657 |
|
0.03 |
|
0.03 |
|
|
592 |
|
0.01 |
|
0.01 |
Non-GAAP net income
attributable to Xcerra |
$ |
42,135 |
$ |
0.77 |
$ |
0.75 |
|
$ |
13,092 |
$ |
0.24 |
$ |
0.24 |
|
|
|
|
|
|
|
|
Weighted average shares
outstanding |
|
|
54,781 |
|
55,813 |
|
|
|
54,080 |
|
54,661 |
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