Attached files
| file | filename |
|---|---|
| 8-K/A - AMENDMENT NO.3 TO FORM 8-K - Xcerra Corp | d707053d8ka.htm |
Exhibit 99.1
Everett Charles Technologies
Restated Combined Financial Statements
As of and for the nine month interim period ended September 30, 2013
Everett Charles Technologies
INDEX TO RESTATED COMBINED FINANCIAL STATEMENTS
| Financial Statements: |
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| Restated Combined Statement of Operations |
2 | |||
| Restated Combined Balance Sheet |
3 | |||
| Restated Combined Statement of Cash Flows |
4 | |||
| Notes to Restated Combined Financial Statements |
5 | |||
Everett Charles Technologies
RESTATED COMBINED STATEMENT OF OPERATIONS
(In thousands)
| For the Nine Months Ended September 30, 2013 |
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| Revenue |
$ | 205,330 | ||
| Cost of goods and services |
144,145 | |||
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| Gross profit |
61,185 | |||
| Selling and administrative expenses |
52,518 | |||
| Loss on disposal of investment |
610 | |||
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| Operating earnings |
8,057 | |||
| Interest expense, net |
651 | |||
| Other expense, net |
437 | |||
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| Earnings before income tax expense |
6,969 | |||
| Income tax expense |
364 | |||
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| Net earnings |
$ | 6,605 | ||
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See Notes to Combined Financial Statements.
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Everett Charles Technologies
RESTATED COMBINED BALANCE SHEET
(In thousands)
| September 30, 2013 |
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| Current assets: |
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| Cash |
$ | 15,573 | ||
| Accounts receivable, net of allowances of $1,153 |
53,318 | |||
| Inventories, net |
35,999 | |||
| Prepaid and other current assets |
2,445 | |||
| Deferred tax assets |
1,931 | |||
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| Total current assets |
109,266 | |||
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| Property, plant and equipment, net |
20,729 | |||
| Goodwill |
197,112 | |||
| Intangible assets, net |
18,645 | |||
| Other assets and deferred charges |
2,108 | |||
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| Total assets |
$ | 347,860 | ||
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| Current liabilities: |
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| Accounts payable |
$ | 16,041 | ||
| Accrued compensation and employee benefits |
9,605 | |||
| Other accrued expenses |
5,489 | |||
| Income taxes payable |
15,570 | |||
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| Total current liabilities |
46,705 | |||
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| Deferred income taxes |
59,336 | |||
| Other long-term liabilities |
648 | |||
| Divisional Equity: |
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| Total owner’s equity |
241,171 | |||
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| Total liabilities and divisional equity |
$ | 347,860 | ||
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See Notes to Combined Financial Statements.
3
Everett Charles Technologies
RESTATED COMBINED STATEMENT OF CASH FLOWS
(In thousands)
| Nine Months Ended September 30, 2013 |
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| Operating Activities |
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| Net earnings |
$ | 6,605 | ||
| Adjustments to reconcile net earnings to cash provided by operating activities: |
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| Depreciation and amortization |
5,873 | |||
| Deferred income taxes |
346 | |||
| Cash effect of changes in current assets and liabilities: |
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| Accounts receivable |
(11,988 | ) | ||
| Inventories |
777 | |||
| Prepaid expenses and other assets |
(562 | ) | ||
| Accounts payable |
3,605 | |||
| Accrued expenses |
2,715 | |||
| Accrued taxes |
14,361 | |||
| Other non-current, net |
(7,869 | ) | ||
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| Net cash provided by operating activities |
13,863 | |||
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| Investing Activities |
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| Additions to property, plant and equipment |
(4,135 | ) | ||
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| Net cash used in investing activities |
(4,135 | ) | ||
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| Financing Activities |
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| Change in notes payable |
(82,137 | ) | ||
| Capital contribution from Dover, net |
84,786 | |||
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| Net cash provided by financing activities |
2,649 | |||
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| Effect of exchange rate changes on cash |
201 | |||
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| Net change in cash |
12,578 | |||
| Cash at beginning of year |
2,995 | |||
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| Cash at end of year |
$ | 15,573 | ||
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See Notes to Combined Financial Statements.
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Everett Charles Technologies
NOTES TO RESTATED COMBINED FINANCIAL STATEMENTS
(Amounts in thousands, unless otherwise indicated)
| 1. | Description of Business and Basis of Presentation: |
Everett Charles Technologies (“ECT”) (wholly owned by Dover Corporation, “Dover Parent”) is a manufacturer of probes, assembled board, and bare board test equipment and supplies test handlers, contactors, and semiconductor test boards.
All significant intercompany accounts and transactions between the entities comprising these combined financial statements have been eliminated. For purposes of the presentation herein, all activity and balances with Dover Parent have been classified as divisional equity in the combined balance sheets. The combined financial statements are also adjusted for allocations of certain corporate overhead expenses. LTX-Credence Corporation believes the assumptions underlying the financial statements are reasonable. ECT’s results of operations, financial condition, and cash flows have been, and will continue to be, impacted by the financing arrangements, income tax sharing agreements, and cost allocations entered into between ECT, Dover Parent, and its affiliates. Accordingly, the financial statements included herein do not necessarily reflect ECT’s results of operations, financial position, and cash flows in the future or what its results of operations, financial position, and cash flows would have been had ECT been operated as a stand-alone entity during the period presented.
These unaudited combined financial statements should be read in conjunction with the financial statements and notes included in ECT’s audited financial statements for the fiscal year ended December 31, 2012.
These financial statements have been prepared from the underlying accounting records of the operating companies as included in the consolidated financial statements of Dover Parent, which are prepared in accordance with U.S. GAAP.
The underlying transactions entered into by ECT and its affiliates were recorded in accordance with U.S. GAAP in all material respects and in a consistent manner across all periods.
| 2. | Owners’ Equity: |
As these are Combined Financial Statements, Owners’ Equity represents the outstanding common stock, additional paid-in capital, advances to/from Dover Parent, accumulated other comprehensive income, including the currency translation adjustment, and retained earnings of each of the legal entities and divisions which are not wholly owned by the deemed parent company, DTG International, Inc.
| 3. | Restatement of Unaudited Combined Financial Statements as of and for the nine month interim period ending September 30, 2013 |
Subsequent to the filing of the unaudited combined financial statements of ECT as of and for the nine month interim period ending September 30, 2013 as exhibit 99.2 to Amendment No. 1 to Current Report on Form 8-K by LTX-Credence Corporation on February 12, 2014, the Company determined that certain adjustments had not been properly reflected in those combined financial statements. In particular, these adjustments included reclassification of debt forgiveness income from results of operations to equity, recognition of depreciation and amortization expense, as well as various other adjustments for corporate allocations and other intercompany consolidation entries. As a result, the unaudited combined financial statements of ECT as of and for the nine month interim period ended September 30, 2013 were restated as follows:
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| (in 000’s) |
Previously Disclosed | Revised Amount | Difference | Comments | ||||
| Net Income | $34,907 | $6,605 | ($28,302) | 1) Reclassification of debt forgiveness income to equity in the amount of $24,572, net of tax
2) Record nine months of depreciation and amortization expense of $4,324, net of tax
3) Eliminate intercompany royalty expense due to parent of $1,806, net of tax
4) Various other adjustments which were individually immaterial and aggregated to $1,212 | ||||
| Total Assets | $382,471 | $347,860 | ($34,611) | Reclassification of advance due to/from parent to equity in the amount of $32,685 and other individually insignificant entries totaling $1,926 | ||||
The combined statement of cash flows for the nine month interim period ended September 30, 2013 has also been restated as a result of the above noted adjustments. In this regard, cash flow from operations was restated to $13,863, as compared to the previously stated figure of $31,006; cash used in investing activities was restated to ($4,135) as compared to the previously stated figure of ($2,425); and cash flows from financing activities was restated from $2,649 as compared to the previously stated figure of ($15,418).
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