EX-99.1 2 tv487741_ex99-1.htm EXHIBIT 99.1

 

Exhibit 99.1

 

Selected Consolidated Financial Data

 

The following selected consolidated statements of comprehensive income and other financial data for the six months ended December 31, 2016 and 2017, and the consolidated balance sheet data as of June 30, 2017 and December 31, 2017 have been derived from our unaudited condensed consolidated financial statements which are included elsewhere in this report. Our unaudited condensed consolidated financial statements have been prepared and presented in accordance with United States generally accepted accounting principles, or U.S. GAAP. Except for changes in operating subsidiaries, our unaudited condensed consolidated financial statements have been prepared as if our current corporate structure had been in existence throughout the relevant periods.

 

The selected consolidated financial data should be read in conjunction with, and are qualified in their entirety by reference to, our unaudited condensed consolidated financial statements and related notes and the “Operating and Financial Review and Prospects” included elsewhere in this report.

 

To facilitate a clear understanding of Hollysys’ operational results, a summary of unaudited non-GAAP financial results is shown as below:

 

(In USD thousands, except share numbers and per share data)
         
   Six months ended December 31, 
   2016   2017 
Statement of Comprehensive Income Data        
Revenue   202,679    272,914 
    Integrated contract revenue   182,600    230,109 
    Products sales   14,370    19,177 
    Service rendered   5,709    23,628 
Cost of revenues   143,588    168,663 
Gross profit   59,091    104,251 
Total operating expenses   30,543    40,278 
    Selling   11,858    14,438 
    General and administrative   20,493    23,135 
    Research and development   15,990    19,216 
    VAT refunds and government subsidies   (17,798)   (16,511)
Income from operations   28,548    63,973 
Other income, net   1,260    2,710 
Foreign exchange gain (loss)   (635)   (1,104)
Share of net income of equity investees   2,279    2,273 
Gains on deconsolidation of the Company’s interests in Beijing Hollycon Electronic Technology Co., Ltd   6,005    - 
Dividend income from a cost investee   -    1,057 
Interest income   1,257    3,036 
Interest expenses   (400)   (634)
Income tax expenses   4,570    13,031 
Net income (loss) attributable to non-controlling interests   (13)   86 
Non-GAAP net income attributable to Hollysys Automation Technologies Ltd.   33,757    58,194 
Non-GAAP basic EPS   0.56    0.96 
Non-GAAP diluted EPS   0.56    0.96 
           
Share-based compensation expenses   1,837    324 
Amortization of acquired intangible assets   263    279 
GAAP Net income attributable to Hollysys Automation Technologies Ltd.   31,657    57,591 
GAAP basic EPS   0.53    0.95 
GAAP diluted EPS   0.52    0.95 
    -    - 
Basic weighted average common shares outstanding   59,976,132    60,428,431 
Diluted weighted average common shares outstanding   61,023,669    61,241,092 
           
           
    June 30,    December 31, 
    2017    2017 
Balance Sheet Data          
Total current assets   865,356    969,932 
Total assets   1,058,254    1,180,109 
Total current liabilities   302,978    330,840 
Total liabilities   334,714    373,539 
           
Net assets   723,519    806,462 
Non-controlling interests   21    108 
Stockholders’ equity   723,540    806,570 

  

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In evaluating our results, the non-GAAP measures of “Non-GAAP general and administrative expenses (“Non-GAAP G&A expenses”)”, “Non-GAAP cost of integrated contracts”, “Non-GAAP other income (expenses), net”, “Non-GAAP net income attributable to Hollysys” and “Non-GAAP earnings per share” serve as additional indicators of our operating performance and not as a replacement for other measures in accordance with US GAAP. We believe these non-GAAP measures are useful to investors as they exclude: 1) the non-cash share-based compensation expenses, 2) amortization of acquired intangible assets, 3) fair value adjustments of acquisition-related consideration and 4) fair value adjustments of a bifurcated derivative. All of above will not result in any cash inflows or outflows. We believe that using non-GAAP measures help our shareholders have a better understanding of our operating results and growth prospects. In addition, given the business nature of Hollysys, it has been a common practice for investors and analysts to use such non-GAAP measures to evaluate the Company. Specifically, the non-GAAP measures excluded the following items:

 

1) The non-cash share-based compensation expenses, which are calculated based on the number of shares or options granted and the fair value as of grant date.

 

2) Amortization of acquired intangible assets, which is a non-cash expense relating primarily to acquisitions. At the time of an acquisition, the identifiable definite-lived intangible assets of the acquired company, such as customer relationships and order backlog, are valued and amortized over their estimated lives. Value is also assigned to the acquired indefinite-lived intangible assets, which comprise goodwill that are not subject to amortization.

 

3) Fair value adjustments of a bifurcated derivative are accounting adjustments to report the change of fair value of the feature bifurcated as a derivative from the underlying host instrument of a convertible bond, and accounted for as a liability at its fair value.

 

The following table provides a reconciliation of U.S. GAAP measures to the non-GAAP measures for the periods indicated:

 

   Six months ended December 31, 
   2016   2017 
Cost of integrated contracts   137,810    155,998 
Less: Amortization of intangible assets   263    279 
Non-GAAP cost of integrated contracts   137,547    155,719 
           
G&A expenses   22,330    23,459 
Less: Share-based compensation expenses   1,837    324 
Non-GAAP G&A expenses   20,493    23,135 
           
Net income attributable to Hollysys   31,657    57,591 
Add: Share-based compensation expenses   1,837    324 
Amortization of intangible assets   263    279 
Non-GAAP net income attributable to Hollysys   33,757    58,194 
Weighted average number of ordinary shares outstanding used in computation:          
Basic   59,976,132    60,428,431 
Diluted   61,023,669    61,241,092 
Non-GAAP earnings per share:          
Basic   0.56    0.96 
Diluted   0.56    0.96 

 

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Exchange Rate Information

 

A majority of our business is conducted in China. We also operate in Singapore, Malaysia and several other jurisdictions in Asia and Middle East through HAP, Concord Group, and Bond Group. We use US dollars as our reporting currency in our financial statements in this interim report. For entities whose functional currencies are not US dollars, assets and liabilities are translated into US dollars at the balance sheet date rates; equity accounts are translated at historical exchange rates and revenues, expenses, gains and losses are translated using the average rate for the year as published by the International Monetary Fund. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income in the consolidated statement of comprehensive income and changes in equity. Transactions and amounts in other parts of this interim report in foreign currencies recorded at the rates of exchange prevailing when the transactions occurred. With respect to amounts not recorded in our consolidated financial statements but included elsewhere in this interim report, all conversion between RMB and US dollars were made at a rate of RMB 6.6472 to $1.00, and all conversion between Singapore dollars and US dollars were made at a rate of SGD 1.3574 to $1.00, as set forth by the International Monetary Fund. We make no representation of any kind that RMB, Singapore dollar, US dollar or any other currency referenced in this report could have been, or could be, converted into the other stated currencies at the rates stated below, any particular rate, or at all. The Chinese government imposes control over its foreign-currency reserves through both direct regulation concerns conversion of RMB into foreign exchange and through restrictions on foreign trade.

 

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