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8-K - 8-K Q2 FY19 FINANCIALS RELEASE - ELECTRO SCIENTIFIC INDUSTRIES INCfinancialresults8-k.htm
ESI Announces Second Quarter Fiscal 2019 Results


ESI Announces Second Quarter Fiscal 2019 Results and Agreement to be Acquired by MKS Instruments, Inc.

PORTLAND, Ore., Oct. 30, 2018 -- Electro Scientific Industries, Inc. (NASDAQ:ESIO), an innovator of laser-based manufacturing solutions for the microtechnology industry, today announced the signing of a definitive agreement to be acquired by MKS Instruments, Inc. and financial results for its fiscal 2019 second quarter ended September 29, 2018. Financial measures are provided on both a GAAP and non-GAAP basis. Non-GAAP results exclude the impact of purchase accounting, equity compensation, restructuring, and other items shown in the non-GAAP reconciliation table below.

ESI Signs Definitive Agreement
ESI announces the signing of a definitive agreement for MKS Instruments, Inc. (NASDAQ:MKSI) to acquire ESI for $30.00 per share. The all-cash transaction is valued at approximately $1 billion. The transaction is subject to customary closing conditions, including the approval of ESI’s shareholders and antitrust approvals in the U.S. and certain other foreign jurisdictions, and is expected to close in the first quarter of calendar 2019. MKS intends to fund the transaction with cash on hand and a new, fully-committed debt financing. See the separate announcement from MKS Instruments for additional transaction details.
As a result, ESI is canceling today’s previously announced investor call.
In connection with this transaction, Stifel is acting as financial advisor and Wilson Sonsini Goodrich & Rosati P.C. is acting as legal advisor to ESI.

FY19 Q2 Financial Performance
Second quarter revenue was $85.9 million, compared to $71.0 million in the second quarter of last fiscal year. GAAP net income was $16.8 million or $0.47 per diluted share, compared to net income of $4.3 million or $0.12 per diluted share one year ago. On a non-GAAP basis net income was $21.1 million or $0.59 per diluted share, compared to net income of $13.7 million or $0.39 per share in the prior fiscal year's second quarter. Total orders for the quarter were $66.9 million, compared to $128.9 million one year ago and $82.3 million in the prior quarter.
Michael Burger, ESI’s president and CEO stated, "With Component Test and Service bookings remaining well above historical levels in the quarter, we continue to demonstrate the increased diversity of our product portfolio. We also officially launched our new Capstone TM flex drilling system and Allegro LC MLCC test tool, both of which have been extremely well received, and are expected to contribute new product revenue in the second half of the fiscal year."



ESI Announces Second Quarter Fiscal 2019 Results

GAAP gross margin was 45.5%, compared to 37.4% in the second quarter of last fiscal year and operating expense was $20.0 million, down from $22.1 million last year, both improvements resulting from last year's restructuring costs. Operating income was $19.1 million, or 22% of revenue, compared to income of $4.4 million in last fiscal year's second quarter.
Non-GAAP gross margin was 45.9%, compared to 46.4% one year ago. Non-GAAP operating expense decreased year over year from $18.6 million to $18.3 million resulting in non-GAAP operating income of $21.1 million or 25% of sales.
At quarter end, total cash, cash equivalents, restricted cash and current investments increased to $179.3 million. The company generated $51.1 million of cash from operations during the quarter, driven primarily by strong customer collections and reduced inventory levels.

Discussion of Non-GAAP Financial Measures
In this press release, we have presented financial measures which have not been determined in accordance with generally accepted accounting principles (GAAP) and are therefore non-GAAP financial measures. Non-GAAP, or adjusted, financial measures exclude the impact of purchase accounting, equity compensation, restructuring, and other items. We believe that this presentation of non-GAAP financial measures allows investors to assess the Company's operating performance by comparing it to prior periods on a more consistent basis. We have included a reconciliation of various non-GAAP financial measures to those measures reported in accordance with GAAP. Because our calculation of non-GAAP financial measures may differ from similar measures used by other companies, investors should be careful when comparing our non-GAAP financial measures to those of other companies.

About ESI
ESI enables our customers to commercialize technology using precision laser processes. ESI's solutions produce the industry's highest quality and throughput, and target the lowest total cost of ownership. ESI is headquartered in Portland, Oregon, with global operations and subsidiaries in Asia, Europe and North America. More information is available at www.esi.com.




ESI Announces Second Quarter Fiscal 2019 Results

Additional Information and Where to Find It
This communication is being made in respect of the proposed transaction involving Electro Scientific Industries, Inc. (“ESI”) and MKS Instruments, Inc. (“MKS”). In connection with the proposed transaction, ESI intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including a proxy statement. Promptly after filing its definitive proxy statement with the SEC, ESI will mail the definitive proxy statement and a proxy card to each stockholder of ESI entitled to vote at the special meeting relating to the proposed transaction. This communication is not a substitute for the proxy statement or any other document that ESI may file with the SEC or send to its stockholders in connection with the proposed transaction. BEFORE MAKING ANY VOTING DECISION, ESI SHAREHOLDERS ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT ESI WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ESI AND THE PROPOSED TRANSACTION. ESI stockholders may obtain free copies of the proxy statement (when it becomes available) and other relevant documents filed with the SEC by ESI at the SEC’s web site (http://www.sec.gov). Free copies of the proxy statement, when available, and other filings made by ESI with the SEC also may be obtained from the Investor Relations section of ESI web site (www.esi.com) or by directing a request to ESI, Attn: Investor Relations, at 13900 N.W. Science Park Drive, Portland, Oregon 97229.

Participants in the Solicitation
ESI and its directors and executive officers may be deemed to be participants in the solicitation of proxies from ESI’s stockholders with respect to the proposed transaction. Information about ESI’s directors and executive officers and their ownership of ESI’s common stock is set forth in ESI’s proxy statement on Schedule 14A filed with the SEC on July 10, 2018, and ESI’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018, which was filed with the SEC on June 8, 2018. Additional information regarding the potential participants, and their direct or indirect interests in the proposed transaction, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with SEC in connection with the proposed transaction.

Notice Regarding Forward-Looking Statements
This communication, and any documents to which ESI refers you in this communication, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent ESI’s current expectations or beliefs concerning future events, including but not limited to the expected completion and timing of the proposed transaction, expected benefits and costs of the proposed transaction, management plans relating to the proposed transaction, strategies and objectives of ESI for future operations and other information relating to the proposed transaction. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,”



ESI Announces Second Quarter Fiscal 2019 Results

“goal,” “potential,” “predict,” “project,” “projection,” “target,” “seek,” “may,” “will,” “could,” “should,” “would,” “assuming,” and similar expressions are intended to identify forward-looking statements. You should read any such forward-looking statements carefully, as they involve a number of risks, uncertainties and assumptions that may cause actual results to differ significantly from those projected or contemplated in any such forward-looking statement. Those risks, uncertainties and assumptions include, (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect ESI’s business and the price of the common stock of ESI, (ii) the failure to satisfy any of the conditions to the consummation of the proposed transaction, including the adoption of the merger agreement by the stockholders of ESI and the receipt of certain regulatory approvals, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement, (iv) the effect of the announcement or pendency of the proposed transaction on ESI’s business relationships, operating results and business generally, (v) risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention as a result of the proposed transaction, (vi) risks related to diverting management’s attention from ESI’s ongoing business operations, (vii) the outcome of any legal proceedings that may be instituted against us related to the merger agreement or the proposed transaction, (viii) unexpected costs, charges or expenses resulting from the proposed transaction, and (ix) other risks described in ESI’s filings with the SEC, such as its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.  
The forward-looking statements also include the risk that anticipated growth opportunities may be smaller than anticipated or may not be realized; risks related to the relative strength and volatility of the electronics industry; the volatility associated with the industries we serve which includes the relative level of capacity and demand, and financial strength of the manufacturers; the risk that customer orders may be canceled or delayed, including as a result of any shipment delays; our ability to respond promptly to customer requirements; the risk, especially at heightened production levels, that we may not be able to ship products on the schedule required by customers, whether as a result of production delays, supply delays, or otherwise; our ability to develop, manufacture and successfully deliver new products and enhancements; the risk that customer acceptance of new or customized products may be delayed; the risk that large orders and related revenues may not be repeated; our ability to create and sustain intellectual property protection around our products; the risk that competing or alternative technologies could reduce demand for our products; the risk that we may not be successful in penetrating new or adjacent markets; the risk that our new products may not gain acceptance in the marketplace; the risk that new products may not be introduced to the market in the anticipated time frame or at all; foreign currency fluctuations; the risk that duties or tariffs could be imposed or increased on goods imported or exported by us; the risk of timing of shipments or increased costs related to licenses for goods exported by us; the risk that changes to policies regarding immigration and visits to the United States could negatively impact our ability to hire or retain and train qualified personnel or our ability to operate internationally on an integrated basis; our ability to utilize recorded deferred tax assets; taxes, interest or penalties resulting from tax audits; and changes in tax laws or the interpretation of such tax laws.



ESI Announces Second Quarter Fiscal 2019 Results

Forward-looking statements speak only as of the date of this communication or the date of any document incorporated by reference in this document. Except as required by applicable law or regulation, ESI does not assume any obligation to update any such forward-looking statements whether as the result of new developments or otherwise.



Contact
Erica Mannion or Michael Funari
Sapphire Investor Relations, LLC
617-542-6180
investorrelations@esi.com

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ESI Announces Second Quarter Fiscal 2019 Results

ELECTRO SCIENTIFIC INDUSTRIES, INC. AND SUBSIDIARIES
Second Quarter Fiscal 2019 Results
Condensed Consolidated Statements of Operations
(Unaudited)
 
 
 
 
 
 
 
 
 
 
 
Fiscal quarter ended
 
Two fiscal quarters ended
(In thousands, except per share data)
Sep 29, 2018
 
Jun 30, 2018
 
Sep 30, 2017
 
Sep 29, 2018
 
Sep 30, 2017
Net sales:
 
 
 
 
 
 
 
 
 
Systems
$
71,263

 
$
96,857

 
$
60,316

 
$
168,120

 
$
122,409

Services
14,654

 
13,767

 
10,651

 
28,421

 
21,242

Total net sales
85,917

 
110,624

 
70,967

 
196,541

 
143,651

Cost of sales:
 
 
 
 
 
 
 
 
 
Systems
40,539

 
50,094

 
38,179

 
90,633

 
79,605

Services
6,311

 
7,332

 
6,256

 
13,643

 
11,094

Total cost of sales
46,850

 
57,426

 
44,435

 
104,276

 
90,699

Gross profit
39,067

 
53,198

 
26,532

 
92,265

 
52,952

Gross margin
45.5
%
 
48.1
%
 
37.4
%
 
46.9
%
 
36.9
%
Operating expenses:
 
 
 
 
 
 
 
 
 
Selling, general and administrative
10,838

 
10,130

 
11,648

 
20,968

 
24,456

Research, development and engineering
9,154

 
10,059

 
8,274

 
19,213

 
17,208

Restructuring costs

 

 
2,162

 

 
3,373

Total operating expenses
19,992

 
20,189

 
22,084

 
40,181

 
45,037

Operating income
19,075

 
33,009

 
4,448

 
52,084

 
7,915

Non-operating income (expense):
 
 
 
 
 
 
 
 
 
Interest and other income (expense), net
383

 
452

 
(229
)
 
835

 
(413
)
Total non-operating income (loss)
383

 
452

 
(229
)
 
835

 
(413
)
Income before income taxes
19,458

 
33,461

 
4,219

 
52,919

 
7,502

Provision for (benefit from) income taxes
2,623

 
2,318

 
(41
)
 
4,941

 
340

Net income
$
16,835

 
$
31,143

 
$
4,260

 
$
47,978

 
$
7,162

Net income per share - basic
$
0.49

 
$
0.90

 
$
0.13

 
$
1.39

 
$
0.21

Net income per share - diluted
$
0.47

 
$
0.87

 
$
0.12

 
$
1.34

 
$
0.21




ESI Announces Second Quarter Fiscal 2019 Results

Electro Scientific Industries, Inc.
Second Quarter Fiscal 2019 Results
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)
Sep 29, 2018
 
Jun 30, 2018
 
Mar 31, 2018
Assets
 
 
 
 
 
Current assets:
 
 
 
 
 
Cash and cash equivalents
$
66,183

 
$
74,854

 
$
76,792

Short-term investments
112,004

 
55,026

 
47,121

Trade receivables, net
38,422

 
80,525

 
63,044

Inventories
81,434

 
94,265

 
87,686

Shipped systems pending acceptance
1,831

 
1,937

 
4,734

Other current assets (1)
4,474

 
5,041

 
5,493

Total current assets
304,348

 
311,648

 
284,870

Non-current assets:
 
 
 
 
 
Property, plant and equipment, net
24,711

 
22,870

 
22,025

Non-current deferred income taxes, net
43,734

 
43,637

 
43,518

Goodwill
2,626

 
2,626

 
2,626

Acquired intangible assets, net
4,456

 
4,812

 
5,169

Other assets(1)
12,997

 
11,110

 
14,780

Total assets
$
392,872

 
$
396,703

 
$
372,988

Liabilities and shareholders' equity
 
 
 
 
 
Current liabilities:
 
 
 
 
 
Accounts payable
$
16,675

 
$
32,616

 
$
37,354

Accrued liabilities
28,430

 
32,193

 
34,533

Deferred revenue
8,535

 
9,026

 
9,818

Total current liabilities
53,640

 
73,835

 
81,705

Non-current liabilities
 
 
 
 
 
Long-term debt
12,550

 
12,659

 
12,766

Income taxes payable
2,349

 
2,345

 
1,901

Other liabilities
7,932

 
10,614

 
10,258

Total liabilities
76,471

 
99,453

 
106,630

Shareholders' equity:
 
 
 
 
 
Preferred and common stock
214,485

 
211,766

 
210,995

Retained earnings
102,836

 
86,000

 
54,816

Accumulated other comprehensive (loss) income
(920
)
 
(516
)
 
547

Total shareholders' equity
316,401

 
297,250

 
266,358

Total liabilities and shareholders' equity
$
392,872

 
$
396,703

 
$
372,988

End of period shares outstanding
34,699

 
34,525

 
34,387

(1)
As of September 29, 2018 and June 30, 2018, $1.1 million of current restricted cash was included in Other current assets. Included in Other assets as of March 31, 2018, is long-term restricted cash of $1.1 million.



ESI Announces Second Quarter Fiscal 2019 Results

Electro Scientific Industries, Inc.
Second Quarter Fiscal 2019 Results
Condensed Consolidated Statements of Cash Flows
(Unaudited)
 
Fiscal quarter ended
 
Two fiscal quarters ended
(In thousands)
Sep 29, 2018
 
Jun 30, 2018
 
Sep 30, 2017
 
Sep 29, 2018
 
Sep 30, 2017
Net income
$
16,835

 
$
31,143

 
$
4,260

 
$
47,978

 
$
7,162

Non-cash adjustments and changes in operating activities
34,236

 
(21,374
)
 
14,005

 
12,862

 
18,534

Net cash provided by operating activities
51,071

 
9,769

 
18,265

 
60,840

 
25,696

Net cash used in investing activities
(60,334
)
 
(9,916
)
 
(28,597
)
 
(70,250
)
 
(33,386
)
Net cash provided by (used in) financing activities
931

 
(840
)
 
(725
)
 
91

 
(1,231
)
Effect of exchange rate changes on cash
(336
)
 
(947
)
 
125

 
(1,283
)
 
260

NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH
(8,668
)
 
(1,934
)
 
(10,932
)
 
(10,602
)
 
(8,661
)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD
75,951

 
77,885

 
60,003

 
77,885

 
57,732

CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD
$
67,283

 
$
75,951

 
$
49,071

 
$
67,283

 
$
49,071





ESI Announces Second Quarter Fiscal 2019 Results

Electro Scientific Industries, Inc.
Analysis of Second Quarter Fiscal 2019 Results
(Unaudited)
 
Fiscal quarter ended
 
Two fiscal quarters ended
(Dollars and shares in thousands)
Sep 29, 2018
 
Jun 30, 2018
 
Sep 30, 2017
 
Sep 29, 2018
 
Sep 30, 2017
Sales detail:
 
 
 
 
 
 
 
 
 
Printed Circuit Board
$
38,816

 
$
66,337

 
$
38,187

 
$
105,153

 
$
84,372

Component Test
18,555

 
9,405

 
7,007

 
27,960

 
14,455

Semiconductor
11,227

 
18,777

 
9,641

 
30,004

 
14,822

Industrial Machining
2,665

 
2,338

 
5,481

 
5,003

 
8,760

Service
14,654

 
13,767

 
10,651

 
28,421

 
21,242

Net sales
$
85,917

 
$
110,624

 
$
70,967

 
$
196,541

 
$
143,651

 
 
 
 
 
 
 
 
 
 
As % of Net Sales
 
 
 
 
 
 
 
 
 
GAAP
 
 
 
 
 
 
 
 
 
Gross profit
45.5%
 
48.1%
 
37.4%
 
46.9%
 
36.9%
Selling, general and administrative expense
13%
 
9%
 
16%
 
11%
 
17%
Research, development and engineering expense
11%
 
9%
 
12%
 
10%
 
12%
Total operating expenses
23%
 
18%
 
31%
 
20%
 
31%
Operating income
22%
 
30%
 
6%
 
27%
 
6%
Non-GAAP
 
 
 
 
 
 
 
 
 
Gross profit
45.9%
 
48.3%
 
46.4%
 
47.3%
 
46.5%
Net operating expenses
21%
 
17%
 
26%
 
19%
 
27%
Operating income
25%
 
31%
 
20%
 
28%
 
19%
 
 
 
 
 
 
 
 
 
 
GAAP - Effective tax rate %
13.5%
 
6.9%
 
(1.0%)
 
9.3%
 
4.5%
Weighted average shares outstanding
 
 
 
 
 
 
 
 
 
Basic
34,606
 
34,459
 
33,861
 
34,529
 
33,647
Diluted
35,959
 
35,924
 
34,874
 
35,916
 
34,716
End of period employees
644
 
634
 
594
 
644
 
594
 
 
 
 
 
 
 
 
 
 
Reconciliation of Cash, cash equivalents, restricted cash and current Investments
 
 
Fiscal quarter ended
 
 
 
Sep 29, 2018
 
Jun 30, 2018
 
Mar 31, 2018
 
Sep 30, 2017
Cash
 
 
$
29,817

 
$
25,808

 
27,043

 
29,998

Cash equivalents
 
 
36,366

 
49,046

 
49,749

 
17,975

Current restricted cash
 
 
1,100

 
1,097

 

 

Long-term restricted cash
 
 

 

 
1,093

 
1,098

Cash, cash equivalents, and restricted cash at end of period
 
 
67,283

 
75,951

 
77,885

 
49,071

Short-term investments
 
 
112,004

 
55,026

 
47,121

 
32,802

Cash, cash equivalents, restricted cash and current investments
 
 
$
179,287

 
$
130,977

 
125,006

 
81,873




ESI Announces Second Quarter Fiscal 2019 Results

Electro Scientific Industries, Inc.
Second Quarter Fiscal 2019 Results
Reconciliation of GAAP to Non-GAAP Financial Measures
(Unaudited)
 
Fiscal quarter ended
 
Two fiscal quarters ended
(In thousands, except per share data)
Sep 29, 2018
 
Jun 30, 2018
 
Sep 30, 2017
 
Sep 29, 2018
 
Sep 30, 2017
Gross profit per GAAP
$
39,067

 
$
53,198

 
$
26,532

 
$
92,265

 
$
52,952

Purchase accounting
242

 
243

 
242

 
485

 
493

Equity compensation
122

 
106

 
77

 
228

 
144

Charges for other asset and inventory impairment

 

 
6,083

 

 
13,277

Charges from VAT audit

 
(97
)
 

 
(97
)
 

Non-GAAP gross profit
$
39,431

 
$
53,450

 
$
32,934

 
$
92,881

 
$
66,866

 
 
 
 
 
 
 
 
 
 
Operating expenses per GAAP
$
19,992

 
$
20,189

 
$
22,084

 
$
40,181

 
$
45,037

Purchase accounting
(116
)
 
(114
)
 
(117
)
 
(230
)
 
(336
)
Equity compensation
(1,543
)
 
(1,393
)
 
(1,253
)
 
(2,936
)
 
(2,464
)
Restructuring costs

 

 
(2,162
)
 

 
(3,373
)
Non-GAAP operating expenses
$
18,333

 
$
18,682

 
$
18,552

 
$
37,015

 
$
38,864

 
 
 
 
 
 
 
 
 
 
Operating income per GAAP
$
19,075

 
$
33,009

 
$
4,448

 
$
52,084

 
$
7,915

Non-GAAP adjustments to gross profit
364

 
252

 
6,402

 
616

 
13,914

Non-GAAP adjustments to operating expenses
1,659

 
1,507

 
3,532

 
3,166

 
6,173

Non-GAAP operating income
$
21,098

 
$
34,768

 
$
14,382

 
$
55,866

 
$
28,002

 
 
 
 
 
 
 
 
 
 
Non-operating income (expense), net per GAAP
$
383

 
$
452

 
$
(229
)
 
$
835

 
$
(413
)
Adjustment to VAT audit

 
(49
)
 

 
(49
)
 

Non-GAAP non-operating income
(expense)
$
383

 
$
403

 
$
(229
)
 
$
786

 
$
(413
)
Non-GAAP income before income taxes
$
21,481

 
$
35,171

 
$
14,153

 
$
56,652

 
$
27,589

 
 
 
 
 
 
 
 
 
 
Net income per GAAP
$
16,835

 
$
31,143

 
$
4,260

 
$
47,978

 
$
7,162

Non-GAAP adjustments to gross profit
364

 
252

 
6,402

 
616

 
13,914

Non-GAAP adjustments to operating expenses
1,659

 
1,507

 
3,532

 
3,166

 
6,173

Non-GAAP adjustments to non-operating expense

 
(49
)
 

 
(49
)
 

Income tax effect of other non-GAAP adjustments (a)
2,239

 
1,734

 
(483
)
 
3,973

 
(507
)
Non-GAAP net income
$
21,097

 
$
34,587

 
$
13,711

 
$
55,684

 
$
26,742

Basic Non-GAAP net income per share
$
0.61

 
$
1.00

 
$
0.40

 
$
1.61

 
$
0.79

Diluted Non-GAAP net income per share
$
0.59

 
$
0.96

 
$
0.39

 
$
1.55

 
$
0.77

(a) The income tax effect of other non-GAAP adjustments in the first quarter and second quarter of fiscal 2019 was primarily due to offsets from net operating losses utilization.