Form 8-K Xcerra Corp For: Jun 06
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): June 6, 2016
Xcerra Corporation
(Exact Name of Registrant as Specified in Charter)
| Massachusetts | 000-10761 | 04-2594045 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 825 University Avenue, Norwood, Massachusetts 02062 |
| (Address of Principal Executive Offices) (Zip Code) |
781-461-1000
(Registrant's telephone number, including area code)
(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)) | |
Item 2.02. Results of Operations and Financial Condition.
On June 6, 2016, Xcerra Corporation announced its financial results for its third fiscal quarter ended April 30, 2016. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information contained in this Form 8-K (including Exhibit 99.1) shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:99.1 Press Release entitled "Xcerra Announces Third Quarter Results" issued by the company on June 6, 2016.
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.
| Xcerra Corporation | ||
| Date: June 6, 2016 | By: | /s/ Mark J. Gallenberger |
| Mark J. Gallenberger | ||
| Senior Vice President, Chief Operating Officer, Chief Financial Officer | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press release entitled "Xcerra Announces Third Quarter Results" dated June 6, 2016. |
EXHIBIT 99.1
Xcerra Announces Third Quarter Results
Third Fiscal Quarter Notables:
- Semiconductor Test Solutions Segment: net sales up 19% from Q2FY16
- Initial orders received for flat panel display driver market
- Five new evaluations for MT2168, our next gen Pick and Place Handler
- Third customer begins evaluation of InCarrier solution for WLCSP
NORWOOD, Mass., June 06, 2016 (GLOBE NEWSWIRE) -- Xcerra Corporation (NASDAQ: XCRA), today announced financial results for its third fiscal quarter ended April 30, 2016.
Net sales for the quarter were $82,237,000 compared to the prior quarter’s sales of $72,334,000. GAAP net income for the quarter was $3,157,000, or $0.06 per diluted share. Excluding an impairment charge of $601,000 related to property held for sale, the income from discontinued operations of $2,189,000, tax benefit from divestiture of $1,929,000, restructuring charges of $120,000, and amortization of purchased intangible assets of $247,000, non-GAAP net income for the quarter was $7,000, or $0.00 per diluted share.
Dave Tacelli, president and chief executive officer, commented, "We made solid progress in all aspects of our business during the quarter, especially within our Semiconductor Test Solutions segment. In addition to the expected seasonal recovery, which we see continuing into our July quarter, we received an initial order for our flat panel display driver IC solution, validating our solution for this new market opportunity.
Our next generation pick and place handler, the MT2168, is in high demand as its superior throughput, modular design and small footprint is generating significant interest in the market. Additionally we began validation with a second customer of our InCarrier handling solution for wafer level chip scale packaged (WLCSP) devices. This evaluation has proceeded quickly and is nearing completion, while an additional evaluation process has begun with a third customer. We expect to receive orders for this solution, with the first production units installed, this calendar year."
Fourth Quarter Fiscal 2016 Outlook
For the fiscal quarter ending July 31, 2016, net sales are expected to be in the range of $89 million to $93 million. Non-GAAP net income for the quarter is expected to be in the range of $0.07 to $0.10 per share, assuming 53.5 million fully diluted shares outstanding. The non-GAAP guidance excludes amortization of purchased intangible assets and the tax effect related to the gain on the sale of the Harbor Electronics business.
The Company will conduct a conference call today, June 6, 2016, at 10:00 AM EDT to discuss this release. The conference call may be accessed via telephone by dialing 877.853.5334. The call will be simulcast via the Xcerra web site http://xcerra.com/investors/events-presentations/. Audio replays of the call can be heard through June 8, 2016 via telephone, by dialing 855.859.2056; conference ID number 5824731. A replay of the webcast can be accessed by visiting our web site 90 minutes following the conference call at http://xcerra.com/investors/events-presentations/.
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 April 30, 2016 excludes the impairment charge related to property held for sale, the income from discontinued operations, the tax benefit from the divestiture, amortization of purchased intangible assets, and restructuring charges. 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
Any statements in this presentation about future expectations, plans and prospects for the Company, financial guidance on revenue, financial operating results (including net income or loss), and earnings or loss per share, continued customer adoption of recent product introductions, product developments, potential customer expansion and any other statements about management's future expectations, beliefs, goals, plans or prospects constitute forward-looking statements for purposes of the safe harbor provisions under The Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the Company’s use of the words "believes," "anticipates," "plans," "expects," "may," "will," "would," "should," "intends," "estimates," "seeks" or similar expressions, whether negative or affirmative. Forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results or events to differ materially from those indicated by such forward-looking statements as a result of various important factors, including, but not limited to, the fluctuations in the demand for semiconductor devices, the ability of the Company to win orders from customers for the testing and handling of their new generation semiconductor devices, the fluctuations in the demand of our customer’s devices in the marketplace, the Company’s ability to timely develop new products, options and software applications, the level of customer demand for such products, options and software applications, the Company’s ability to meet acceptance requirements for newly developed products, the conditions affecting the markets in which we compete, the Company’s ability to meet its debt service obligations under its existing credit arrangement with Silicon Valley Bank, as well as the other important factors as are described in the Company’s filings with the U.S. Securities and Exchange Commission, including those included under the heading “Risk Factors" in the Company’s Annual Report on Form 10-Q for the fiscal quarter ended January 31, 2016. The Company disclaims any intention or obligation to update any forward-looking statements after the date of this presentation.
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) | ||||||||
| (unaudited) | ||||||||
| ASSETS | April 30, 2016 | July 31, 2015 | ||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | 75,669 | $ | 77,858 | ||||
| Marketable securities | 59,256 | 60,593 | ||||||
| Accounts receivable - trade, net | 77,065 | 81,313 | ||||||
| Accounts receivable - other, net | 535 | 326 | ||||||
| Inventories, net | 71,495 | 60,593 | ||||||
| Prepaid expenses and other current assets | 11,174 | 8,393 | ||||||
| Assets held for sale | 2,239 | 10,454 | ||||||
| Total current assets | 297,433 | 299,530 | ||||||
| Property and equipment, net | 26,343 | 31,450 | ||||||
| Intangible assets, net | 9,675 | 10,640 | ||||||
| Goodwill | 43,850 | 43,850 | ||||||
| Other assets | 2,469 | 2,005 | ||||||
| Total assets | $ | 379,770 | $ | 387,475 | ||||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||||
| Current liabilities | ||||||||
| Current portion of long-term debt | $ | 2,829 | $ | 2,509 | ||||
| Accounts payable | 27,106 | 27,492 | ||||||
| Other accrued expenses | 33,981 | 35,579 | ||||||
| Deferred revenues | 8,222 | 7,466 | ||||||
| Liabilities held for sale | - | 1,147 | ||||||
| Total current liabilities | 72,138 | 74,193 | ||||||
| Term Loan | 21,877 | 23,938 | ||||||
| Other long-term liabilities | 10,703 | 10,876 | ||||||
| Stockholders' equity | 275,052 | 278,468 | ||||||
| Total liabilities and stockholders' equity | $ | 379,770 | $ | 387,475 | ||||
| Xcerra Corporation | |||||||||||||||||||
| Consolidated Statements of Operations | |||||||||||||||||||
| (in thousands, except earnings per share data) | |||||||||||||||||||
| (unaudited) | |||||||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||
| April 30, | April 30, | ||||||||||||||||||
| 2016 | 2015 | 2016 | 2015 | ||||||||||||||||
| Net sales | $ | 82,237 | $ | 96,232 | $ | 232,972 | $ | 295,907 | |||||||||||
| Cost of sales | 46,333 | 51,664 | 135,231 | 161,476 | |||||||||||||||
| Gross profit | 35,904 | 44,568 | 97,741 | 134,431 | |||||||||||||||
| Engineering and product development expenses | 15,438 | 16,261 | 45,335 | 47,947 | |||||||||||||||
| Selling, general, and administrative expenses | 19,475 | 20,327 | 56,335 | 60,749 | |||||||||||||||
| Amortization of purchased intangible assets | 247 | 425 | 957 | 1,410 | |||||||||||||||
| Restructuring | 120 | 530 | 504 | 1,468 | |||||||||||||||
| Income (loss) from continuing operations | 624 | 7,025 | (5,390 | ) | 22,857 | ||||||||||||||
| Other (loss) income, net | (1,419 | ) | (33 | ) | 493 | 3,546 | |||||||||||||
| (Loss) income from continuing operations before provision for income taxes | (795 | ) | 6,992 | (4,897 | ) | 26,403 | |||||||||||||
| (Benefit) provision for income taxes | (1,763 | ) | 967 | 828 | 3,293 | ||||||||||||||
| Income (loss) from continuing operations | 968 | 6,025 | (5,725 | ) | 23,110 | ||||||||||||||
| Income (loss) from discontinued operations, net of tax | 2,189 | (1,287 | ) | 9,765 | (2,380 | ) | |||||||||||||
| Net income (loss) | $ | 3,157 | $ | 4,738 | $ | 4,040 | $ | 20,730 | |||||||||||
| Basic net income (loss) per share: | |||||||||||||||||||
| Net income (loss) from continuing operations | $ | 0.02 | $ | 0.11 | $ | (0.11 | ) | $ | 0.43 | ||||||||||
| Net income (loss) from discontinued operations, net of tax | 0.04 | (0.02 | ) | $ | 0.18 | (0.04 | ) | ||||||||||||
| Basic net income (loss) per share | $ | 0.06 | $ | 0.09 | $ | 0.08 | $ | 0.39 | |||||||||||
| Diluted net income (loss) per share: | |||||||||||||||||||
| Net income (loss) from continuing operations | $ | 0.02 | $ | 0.11 | $ | (0.11 | ) | $ | 0.43 | ||||||||||
| Net income (loss) from discontinued operations, net of tax | 0.04 | (0.02 | ) | 0.18 | $ | (0.04 | ) | ||||||||||||
| Diluted net income (loss) per share | $ | 0.06 | $ | 0.09 | $ | 0.07 | $ | 0.38 | |||||||||||
| Weighted-average common shares used in computing net income (loss) per share: | |||||||||||||||||||
| Basic | 53,506 | 54,548 | 53,837 | 53,333 | |||||||||||||||
| Diluted | 53,506 | 55,131 | 53,897 | 54,143 | |||||||||||||||
| Xcerra Corporation | ||||||||||||||||||||
| Reconciliation of GAAP Net Income to Non-GAAP Net (Loss) Income | ||||||||||||||||||||
| (In thousands, except per share amounts) | ||||||||||||||||||||
| (unaudited) | ||||||||||||||||||||
| Three Months | Basic | Diluted | Three Months | Basic | Diluted | |||||||||||||||
| Ended | Earnings | Earnings | Ended | Earnings | Earnings | |||||||||||||||
| April 30, 2016 | Per Share | Per Share | April 30, 2015 | Per Share | Per Share | |||||||||||||||
| GAAP net income (loss) | $ | 3,157 | $ | 0.06 | $ | 0.06 | $ | 4,738 | $ | 0.09 | $ | 0.09 | ||||||||
| (Income) loss from discontinued operations | (2,189 | ) | (0.04 | ) | (0.04 | ) | 1,287 | 0.02 | 0.02 | |||||||||||
| Amortization of purchased intangible assets | 247 | 0.00 | 0.00 | 425 | 0.01 | 0.01 | ||||||||||||||
| Restructuring | 120 | 0.00 | 0.00 | 530 | 0.01 | 0.01 | ||||||||||||||
| Impairment of property held for sale | 601 | 0.01 | 0.01 | - | - | - | ||||||||||||||
| Tax benefit from divestiture | (1,929 | ) | (0.04 | ) | (0.04 | ) | - | - | - | |||||||||||
| Non-GAAP net (loss) income | $ | 7 | $ | 0.00 | $ | 0.00 | $ | 6,980 | $ | 0.13 | $ | 0.13 | ||||||||
| Weighted average shares outstanding: | 53,506 | 53,506 | 54,548 | 55,131 | ||||||||||||||||
| Nine Months | Basic | Diluted | Nine Months | Basic | Diluted | |||||||||||||||
| Ended | Earnings | Earnings | Ended | Earnings | Earnings | |||||||||||||||
| April 30, 2016 | Per Share | Per Share | April 30, 2015 | Per Share | Per Share | |||||||||||||||
| GAAP net income | $ | 4,040 | $ | 0.08 | $ | 0.07 | $ | 20,730 | $ | 0.39 | $ | 0.38 | ||||||||
| (Gain) loss from discontinued operations | (9,765 | ) | (0.18 | ) | (0.18 | ) | 2,380 | 0.04 | 0.04 | |||||||||||
| Amortization of purchased intangible assets | 957 | 0.02 | 0.02 | 1,410 | 0.03 | 0.03 | ||||||||||||||
| Restructuring | 504 | 0.01 | 0.01 | 1,468 | 0.03 | 0.03 | ||||||||||||||
| Impairment of property held for sale | 601 | 0.01 | 0.01 | - | - | - | ||||||||||||||
| Tax benefit from divestiture | (792 | ) | (0.01 | ) | (0.01 | ) | - | - | - | |||||||||||
| Amortization of inventory step up for purchase accounting | - | - | - | 1,991 | 0.04 | 0.04 | ||||||||||||||
| Gain from financing activities (Other income, net) | - | - | - | (2,685 | ) | (0.05 | ) | (0.05 | ) | |||||||||||
| Non-GAAP net (loss) income | $ | (4,455 | ) | $ | (0.08 | ) | $ | (0.08 | ) | $ | 25,294 | $ | 0.47 | $ | 0.47 | |||||
| Weighted average shares outstanding: | 53,837 | 53,897 | 53,333 | 54,143 | ||||||||||||||||
Investor Contact:
Richard Yerganian,
Vice President, Investor Relations
Xcerra Corporation
Tel. 781.467.5063
Email [email protected]