10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30, 2018

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                  to                 

Commission file number: 000-10761

XCERRA CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	04-2594045
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

825 University Ave Norwood, Massachusetts	02062
(Address of principal executive offices)	(Zip Code)

(781) 461-1000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐  (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standard provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ☐    No  ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at June 5, 2018
Common Stock, $0.05 par value per share	54,914,881 shares

XCERRA CORPORATION

Index

		Page Number
Part I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Balance Sheets as of April 30, 2018 and July 31, 2017		3
	Consolidated Statements of Operations and Comprehensive Income for the Three and Nine months Ended April 30, 2018 and April 30, 2017		4
	Consolidated Statements of Cash Flows for the Nine months Ended April  30, 2018 and April 30, 2017		5
	Notes to Consolidated Financial Statements		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		34
Item 4.	Controls and Procedures		34
Part II.	OTHER INFORMATION		35
Item 1.	Legal Proceedings		35
Item 1A.	Risk Factors		35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		46
Item 6.	Exhibits		47
	SIGNATURE		48

2

XCERRA CORPORATION

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)

	April 30, 2018			July 31, 2017
ASSETS
Current assets:
Cash and cash equivalents	$	127,807		$	103,637
Marketable securities		51,292			57,087
Accounts receivable—trade, net of allowances of $339 and $72, respectively		89,342			92,963
Inventories		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
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	359		$	3,779
Accounts payable		32,017			36,249
Deferred revenues		5,566			8,085
Other accrued expenses		46,570			50,262
Total current liabilities		84,512			98,375
Other long-term liabilities		9,125			9,012
Term loans		2,185			17,547
Commitments and contingencies (Note 5)
Stockholders’ equity:
Common stock		2,746			2,716
Additional paid-in capital		813,387			809,914
Accumulated other comprehensive loss		(6,026	)		(11,896	)
Accumulated deficit		(449,853	)		(487,055	)
Total Xcerra stockholders’ equity		360,254			313,679
Noncontrolling interest		1,892			—
Total equity		362,146			313,679
Total liabilities and equity	$	457,968		$	438,613

See accompanying Notes to Consolidated Financial Statements.

3

XCERRA CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)

(In thousands, except per share data)

	Three Months Ended  April 30,						Nine Months Ended  April 30,
	2018			2017			2018			2017
Net product sales	$	110,449		$	97,658		$	329,939		$	246,927
Net service sales		5,268			5,977			16,340			16,918
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
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):
Interest expense		(65	)		(250	)		(1,263	)		(894	)
Interest income		376			190			892			529
Other (expense) income, net		661			3			(990	)		1,751
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
Net income attributable to noncontrolling interest	$	156		$	—		$	169		$	—
Net income attributable to Xcerra	$	11,754		$	7,548		$	37,216		$	10,138
Basic and diluted net income per share attributable to Xcerra:
Basic net income per share	$	0.21		$	0.14		$	0.68		$	0.19
Diluted net income per share	$	0.21		$	0.14		$	0.67		$	0.19
Weighted-average common and common equivalent shares used in computing net income per share:
Basic		54,909			54,259			54,781			54,080
Diluted		55,788			55,043			55,813			54,661
Comprehensive income:
Net income attributable to Xcerra	$	11,754		$	7,548		$	37,216		$	10,138
Unrealized gain (loss) on marketable securities		(107	)		3			(313	)		(125	)
Unrealized gain (loss) on currency translation		(912	)		797			6,177			(1,787	)
Comprehensive income attributable to Xcerra	$	10,735		$	8,348		$	43,080		$	8,226

See accompanying Notes to Consolidated Financial Statements.

4

XCERRA CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Nine Months Ended April 30,
	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income attributable to Xcerra	$	37,216		$	10,138
Net income attributable to noncontrolling interest		169			—
Net income		37,385			10,138
Add non-cash items:
Stock-based compensation		5,923			4,612
Depreciation and amortization		4,692			4,641
Impairment of asset held for sale or disposal		173			—
Other non-cash items		3,204			3,722
Changes in operating assets and liabilities:
Accounts receivable		5,791			(742	)
Inventories		(7,164	)		(11,631	)
Prepaid expenses and other assets		7,370			(6,162	)
Accounts payable		(5,252	)		6,923
Accrued expenses		(6,324	)		2,916
Deferred revenue and customer advances		(2,605	)		581
Net cash provided by operating activities		43,193			14,998
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales and maturities of available-for-sale securities		36,881			33,404
Purchases of available-for-sale securities		(31,585	)		(33,566	)
Proceeds from sale of Interface Board Business		—			2,300
Investment in variable interest entity		(89	)		—
Proceeds from sale of property and equipment		115			1,428
Purchases of property and equipment		(4,877	)		(5,539	)
Net cash provided by (used in) investing activities		445			(1,973	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments of bank term loan		(19,622	)		(2,116	)
Payments of tax withholdings for vested RSUs		(2,635	)		(1,522	)
Proceeds from shares issued from employees’ stock purchase plan		—			421
Net cash used in financing activities		(22,257	)		(3,217	)
Effect of exchange rate changes on cash and cash equivalents		2,789			(563	)
Net increase in cash and cash equivalents		24,170			9,245
Cash and cash equivalents at beginning of period		103,637			83,065
Cash and cash equivalents at end of period	$	127,807		$	92,310

See accompanying Notes to Consolidated Financial Statements.

5

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. THE COMPANY

Xcerra Corporation (“Xcerra” or the “Company,” “we” or “us”), is a global provider of test and handling capital equipment, interface products, test fixtures, and services to the semiconductor, industrial, and electronics manufacturing industries. The Company designs, manufactures, markets and services systems and products that address the broad, divergent requirements of the mobility, industrial, medical, automotive and consumer end markets, offering a comprehensive portfolio of solutions and technologies, and a global network of strategically deployed applications and support resources. Xcerra operates in the semiconductor and electronics manufacturing test markets and is the parent company to the atg-Luther & Maelzer (“atg”), Everett Charles Technologies (“ECT”), LTX-Credence (“LTXC”) and Multitest (“Multitest”) businesses.

Semiconductor designers and manufacturers worldwide use the Company’s test and handling equipment and interface products to test their devices during the manufacturing process. The Company’s interface products include the design, manufacture and marketing of contactors and pins used in various types of test equipment, as well as in a wide variety of commercial and consumer applications. After testing, these semiconductor devices are incorporated into a wide range of products, including personal and tablet computers, mobile internet equipment such as wireless access points and interfaces, broadband access products such as cable modems and set top boxes, personal communication and entertainment products such as mobile phones and personal digital music players, consumer products such as televisions, videogame systems and digital cameras, automobile electronics and power management devices used in portable and automotive electronics.

The Company also designs, manufactures and markets printed circuit board (“PCB”) test systems used in the testing of pre-assembly PCBs. These testers are used to verify the quality of the PCB prior to the installation of components. The types of PCBs that are tested using the Company’s systems include a diverse set of electronic products including network servers, personal computers, tablet computers and mobile phones. The Company’s test fixture service offerings include the design, manufacture, and marketing of in-circuit and functional-circuit test fixtures for testing assembled PCBs. The Company also sells hardware and software support and maintenance services for its products.

On April 7, 2017, the Company entered into an Agreement and Plan of Merger with Unic Capital Management Co., Ltd., a Chinese company (“Unic Capital”) and China Integrated Circuit Industry Investment Fund Co., Ltd., a Chinese company (“Sponsor”), as joined by Unic Acquisition Corporation, a Massachusetts corporation (“Unic Merger Sub”) (as amended, the “2017 Merger Agreement”), providing for the merger of Unic Merger Sub with and into the Company (the “2017 Merger”), with the Company surviving the 2017 Merger. On August 4, 2017, pursuant to that certain Assignment and Assumption Agreement, by and among Unic Capital, Hubei Xinyan Equity Investment Partnership (Limited Partnership), a Chinese limited partnership (“Hubei”) and Xcerra, Unic Capital irrevocably transferred, conveyed, assigned and delivered to Hubei all of Unic Capital’s right, interest, benefits, liabilities and obligations in and under the 2017 Merger Agreement, and Hubei accepted, assumed and agreed to pay, perform, fulfill and discharge all obligations and liabilities of Unic Capital arising under or relating to the 2017 Merger Agreement; provided, however, that in the case where Hubei is unable to pay, perform, fulfill or discharge all obligations and liabilities under the 2017 Merger Agreement, Unic Capital will remain wholly liable.

The closing of the 2017 Merger was subject to certain conditions, including clearance by the Committee on Foreign Investment in the United States (“CFIUS”). After careful review of feedback received from CFIUS that approval of the 2017 Merger was highly unlikely and further discussions between the Company and Hubei, the parties determined to cease efforts to seek CFIUS clearance and entered into a Termination Agreement, dated February 22, 2018 (the “Termination Agreement”), pursuant to which they mutually terminated the 2017 Merger Agreement and agreed to release each other and certain related parties from certain claims and liabilities relating to the 2017 Merger Agreement and the transactions contemplated thereby. Neither the Company nor Hubei incurred or will incur any termination fees in connection with the termination of the 2017 Merger Agreement.

Following the close of our quarter ending April 30, 2018, as further described in Note 12 to the Consolidated Financial Statements, on May 7, 2018, the Company entered into an Agreement and Plan of Merger (the “2018 Merger Agreement”) with Cohu, Inc., a Delaware corporation (“Parent”), and Xavier Acquisition Corporation, a Delaware corporation (“Xavier Merger Sub”), providing for the merger of Xavier Merger Sub with and into the Company (the “2018 Merger”), with the Company surviving the 2018 Merger as a wholly owned subsidiary of Parent.

6

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant inter-company transactions and balances have been eliminated in consolidation. The Company evaluates the need to consolidate affiliates based on standards set forth in ASC 810, Consolidation (“ASC 810”).

The consolidated financial statements include the accounts of the Company and a variable interest entity (“VIE”) in which the Company has been determined to be the primary beneficiary. The Non-controlling interest in ALBS Solutions Sdn Bhd (“ALBS”) represents the 88.89% equity interest that is not held by the Company. All significant consolidated transactions and balances have been eliminated in consolidation.

Variable Interest Entities—Principles of Consolidation

The Company follows ASC 810-10-15 guidance with respect to accounting for VIEs. These entities do not have sufficient equity at risk to finance their activities without additional subordinated financial support from other parties or whose equity investors lack any of the characteristics of a controlling financial interest. A variable interest is an investment or other interest that will absorb portions of a VIE’s expected losses or receive portions of its expected residual returns and are contractual, ownership, or pecuniary in nature and that change with changes in the fair value of the entity’s net assets. A reporting entity is the primary beneficiary of a VIE and must consolidate it when that party has a variable interest, or combination of variable interests, that provides it with a controlling financial interest. A party is deemed to have a controlling financial interest if it meets both of the power and losses/benefits criteria. The power criterion is the ability to direct the activities of the VIE that most significantly impact its economic performance. The losses/benefits criterion is the obligation to absorb losses from, or right to receive benefits from, the VIE that could potentially be significant to the VIE. The VIE model requires an ongoing reconsideration of whether a reporting entity is the primary beneficiary of a VIE due to changes in facts and circumstances.

As of April 30, 2018 and July 31, 2017, the Company consolidated one and zero VIEs, respectively.

Xcerra is the primary beneficiary of ALBS which qualifies as a VIE that meets the definition of a business. As such, the assets, liabilities, and noncontrolling interest of ALBS were measured at fair value in accordance with ASC 805. The assets and liabilities and revenues and expenses of this VIE are included in the financial statements of ALBS and are further included in the consolidated financial statements. As of April 30, 2018, the VIE had assets of $691,000 and liabilities of $371,000. For the three and nine months ended April 30, 2018, ALBS had operating income of $175,000 and $190,000, respectively. No assets were pledged or given as collateral against any borrowings.

Preparation of Financial Statements and Use of Estimates

The accompanying financial statements have been prepared by the Company, and reflect all adjustments, which, in the opinion of management, are necessary for fair presentation. The preparation of financial statements in conformity with United States generally accepted accounting principles (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the financial statements and the reported amounts of income and expenses during the reporting periods. Actual results may differ from those estimates and such differences may be material to the consolidated financial statements.

Revenue Recognition

The Company recognizes revenue based on guidance provided in ASC 605, Revenue Recognition, and Accounting Standards Update 2009-13, Multiple-Deliverable Revenue Arrangements (“ASU 2009-13”). The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the seller’s price is fixed or determinable and collectability is reasonably assured.

Revenue related to equipment sales is recognized when: (a) the Company has a written sales agreement; (b) delivery has occurred or service has been rendered; (c) the price is fixed or determinable; (d) collectability is reasonably assured; (e) the equipment delivered is a standard product with historically demonstrated acceptance; and (f) there is no unique customer acceptance provision or payment tied to acceptance or an undelivered element significant to the functionality of the system. Generally, payment terms are time based after product shipment. From time to time, sales to a customer may involve multiple elements, in which case revenue is recognized on the delivered element provided that (1) the undelivered element is a proven technology, (2) there is a history of acceptance on the equipment with the customer, (3) the undelivered element is not essential to the customer’s application, (4) the delivered item(s) has value to the customer on a stand-alone basis, and (5) if the arrangement includes a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the Company. The arrangement consideration, or the amount of revenue to be recognized on each separate unit of accounting, is allocated at the inception of the arrangement to all deliverables on the basis of their relative selling price.

7

Revenue related to maintenance and service contracts is recognized ratably over the duration of the contracts. Net service sales as presented in the Company’s Consolidated Statement of Operations and Comprehensive Income (Loss) includes revenue associated with LTXC maintenance or service contracts only, and excludes ECT and Multitest. ECT and Multitest generally do not provide maintenance and service contracts, but rather sell spare parts and other components, and as a result these sales are recognized as net product sales in the Company’s Consolidated Statement of Operations and Comprehensive Income (Loss). Revenue related to spare parts and components is recognized when the main criteria listed above are met. Generally customer acceptance is not required for spare parts and component sales.

Inventories

Inventories are stated at the lower of cost and net realizable value, determined on the first-in, first-out (“FIFO”) method, and include materials, labor and manufacturing overhead. The components of inventories are as follows:

	April 30, 2018		July 31, 2017
	(in thousands)
Material and purchased components	$	37,172	$	30,746
Work-in-process		29,674		26,211
Finished equipment, including inventory consigned to customers		21,677		24,552
Total inventories	$	88,523	$	81,509

The Company establishes inventory reserves when conditions exist that indicate inventory may be in excess of anticipated demand or is obsolete based upon assumptions about future demand for the Company’s products or market conditions. The Company regularly evaluates its ability to realize the value of inventory based on a combination of factors, including forecasted sales or usage, estimated product end of life dates, estimated current and future market value, and new product introductions.

Purchasing and usage alternatives are also explored to mitigate inventory exposure. When recorded, reserves are intended to reduce the carrying value of inventory to its net realizable value. As of April 30, 2018 and July 31, 2017, inventory was stated net of inventory reserves of $23.8 million and $22.0 million, respectively. If actual demand for products deteriorates or market conditions are less favorable than projected, additional inventory reserves may be required. Such reserves are not reversed until the related inventory is sold or otherwise disposed.

Goodwill and Other Intangibles

In accordance with ASC 350—Intangibles—Goodwill and Other (“ASC 350”), goodwill is not amortized. Rather, the Company’s goodwill is subject to periodic impairment testing. ASC 350 requires that the Company assign its goodwill to reporting units and test each reporting unit’s goodwill for impairment at least on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company completed its goodwill impairment testing at July 31, 2017 and determined no adjustment to goodwill was necessary.

The testing of goodwill for impairment is performed at a level referred to as a reporting unit. As of April 30, 2018, the Company’s goodwill is allocated to its Semiconductor Test reporting unit, its Contactors reporting unit and its Semiconductor Handler reporting unit. Based on ASC 350-20-35-3A, as of April 30, 2018, there were no triggering events that required the Company to complete impairment testing.

The Company’s goodwill consists of the following:

Goodwill	April 30, 2018		July 31, 2017
	(in thousands)
Semiconductor Test Reporting Unit
Merger with Credence Systems Corporation (August 29, 2008)	$	28,662	$	28,662
Acquisition of Step Tech Inc. (June 10, 2003)		14,368		14,368
Contactors Reporting Unit
Acquisition of Titan Semiconductor Tool LLC (February 2, 2015)		820		820
Semiconductor Handler Reporting Unit
Investment in ALBS Solutions Sdn Bhd (October 23, 2017)		2,023		—
Total goodwill	$	45,873	$	43,850

8

During the quarter ending January 31, 2018, the Company recorded approximately $2.0 million of goodwill related to its investment in ALBS Solutions Sdn Bhd (“ALBS”). During the quarter ending October 31, 2017, the Company, through one of its wholly-owned subsidiaries, LTX-Credence Singapore Pte. Ltd, entered into a Development, Manufacturing, and Distribution Agreement for development, manufacturing, and distribution work with ALBS and Subscription and Investment Agreement dated October 23, 2017 for the acquisition of ALBS’s entire business and equity. ALBS is a privately held corporation which provides high-tech semiconductor automation systems to different industrial users.

Amortizable intangible assets which relate to the acquisition of Titan Semiconductor Tool LLC (“Titan”), ECT, Multitest, and atg, and the merger with Credence Systems Corporation (“Credence”), consist of the following, and are included in intangible assets, net on the Company’s Consolidated Balance Sheets:

			As of April 30, 2018
Description	Estimated Useful Life		Gross Carrying Amount		Accumulated Amortization			Net Amount
	(in years)		(in thousands)		(in thousands)			(in thousands)
Developed technology—Credence, ECT, Multitest, atg, and Titan		6-20	$	29,882	$	(28,628	)	$	1,254
Customer Relationships—Titan		20		670		(64	)		606
Trade Names—Titan		10		70		(28	)		42
Total amortizable intangible assets			$	30,622	$	(28,720	)	$	1,902
			As of July 31, 2017
Description	Estimated Useful Life		Gross Carrying Amount		Accumulated Amortization			Net Amount
	(in years)		(in thousands)		(in thousands)			(in thousands)
Developed technology—Credence, ECT, Multitest, atg, and Titan		6-20	$	29,882	$	(28,266	)	$	1,616
Customer Relationships—Titan		20		670		(8	)		662
Trade Names—Titan		10		70		(23	)		47
Total amortizable intangible assets			$	30,622	$	(28,297	)	$	2,325

Intangible assets, other than trademarks owned by the Company, are amortized based upon the pattern of estimated economic use over their estimated useful lives. The weighted average estimated remaining useful life over which these intangible assets will be amortized is 7.9 years.

9

The Company expects amortization for these intangible assets to be:

Year ending July 31, 2018	Amount (in thousands)
Remainder of 2018		128
2019		520
2020		406
2021		287
2022		191
Thereafter		370
Total	$	1,902

The identifiable intangible assets associated with ECT, Multitest and atg include $6.4 million of trademarks. The Company believes these trademarks will contribute to the Company’s cash flows indefinitely. Therefore, in accordance with ASC 350, the Company has assigned an indefinite useful life to the trademarks, and will not amortize the trademarks until their useful lives are no longer indefinite. These assets are subject to an annual impairment test or more frequently if triggering events occur. For the year ended July 31, 2017, the Company assessed qualitative factors to determine if a two-step quantitative impairment test was necessary. The Company determined, based on qualitative assessment, that it was more likely than not that the trademarks’ fair value was greater than their carrying amount, therefore no quantitative assessment was required, and there was no adjustment to the carrying value of the trademarks. As of April 30, 2018, there were no triggering events that required the Company to complete impairment testing on its trademarks.

Long Lived Assets

On an on-going basis, management reviews the value of and period of amortization or depreciation of the Company’s long-lived assets. In accordance with ASC 360, Property, Plant and Equipment, the Company reviews whether impairment losses exist on its long-lived assets other than goodwill when indicators of impairment are present. During this review, the Company assesses future cash flows and re-evaluates the significant assumptions used in determining the original cost of long-lived assets other than goodwill. Although the assumptions may vary, they generally include revenue growth, operating results, cash flows and other indicators of value. Management then determines whether there has been a permanent impairment of the value of long-lived assets based upon events or circumstances that have occurred since acquisition. The impairment amount recognized is based upon a determination of the impaired asset’s fair value compared to its carrying value. As of April 30, 2018, there were no indicators that required the Company to conduct a recoverability test.

Foreign Currency Remeasurement and Translation

The financial statements of the Company’s foreign subsidiaries are remeasured in accordance with ASC 830, Foreign Currency Matters. The functional currency of the Company’s tester group is the U.S. Dollar (“USD”). Accordingly, the Company’s foreign subsidiaries that are included in this group remeasure monetary assets and liabilities at month-end exchange rates while long-term non-monetary items are remeasured at historical rates. Income and expense accounts are remeasured at the average rates in effect during the month. Net gains (losses) resulting from foreign currency remeasurement and transaction gains (losses) are included in the Company’s Consolidated Statements of Operations and Comprehensive Income as a component of other income (expense), net, and were $(0.1) million and $(2.0) million, for the three and nine months ended April 30, 2018, respectively, and $(0.1) million and $0.7 million for the three and nine months ended April 30, 2017, respectively. The functional currency of ECT, Multitest and atg is local currency, predominantly Euro, USD, Malaysian Ringgit and Singapore Dollars, and net gains or losses resulting from foreign currency translation are recorded in stockholders’ equity as accumulated other comprehensive income (loss).

10

Product Warranty Costs

Certain of the Company’s products are sold with warranty provisions that require it to remedy deficiencies in quality or performance of products over a specified period of time at no cost to its customers. The Company generally offers a warranty for most of its products, the standard terms and conditions of which are based on the product sold and the customer. For all products sold, subject to a warranty, the Company accrues a liability for the estimated cost of the standard warranty at the time of shipment. Factors that impact the warranty liability include the number of installed products, historical and anticipated product failure rates, material usage and service labor costs. The Company periodically assesses the adequacy of its recorded liability and adjusts these amounts as necessary.

The following table shows the change in the Company’s product warranty liability, as required by ASC 460, Guarantees, for the nine months ended April 30, 2018 and 2017:

	Nine months Ended April 30,
Product Warranty Activity	2018			2017
	(in thousands)
Balance at beginning of period	$	3,610		$	2,725
Warranty expenditures for current period		(3,224	)		(2,778	)
Changes in liability related to pre-existing warranties		114			(14	)
Provision for warranty costs in the period		3,486			3,243
Balance at end of period	$	3,986		$	3,176

Trade Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at the invoiced amount, do not bear interest, and typically have a contractual maturity of ninety days or less. A majority of the Company’s trade receivables are derived from sales to large multinational semiconductor manufacturers throughout the world. The volatility of the industries that the Company serves can cause certain of its customers to experience shortages of cash, which can impact their ability to make required payments. An allowance for doubtful accounts is maintained for potential credit losses based upon the Company’s assessment of the expected collectability of all accounts receivable. The allowance for doubtful accounts is reviewed periodically to assess the adequacy of the allowances. In any circumstances in which the Company is aware of a customer’s inability to meet its financial obligations, an allowance is provided, which is based on the age of the receivables, the circumstances surrounding the customer’s financial situation, and historical experience. If circumstances change, and the financial condition of customers is adversely affected resulting in their inability to meet their financial obligations to the Company, additional allowances may be recorded.

Engineering and Product Development Expenses

The Company expenses all engineering and product development costs as incurred. Expenses relating to certain software development costs, subject to capitalization in accordance with ASC 985, Software, were insignificant.

Shipping and Handling Costs

Shipping and handling costs are included in cost of sales in the Company’s Consolidated Statements of Operations and Comprehensive Income. Shipping and handling costs were insignificant for the three and nine months ended April 30, 2018 and 2017.

Income Taxes

The Company recorded an income tax provision of $6.1 million for the nine months ended April 30, 2018, primarily due to foreign taxes in profitable locations.

The Company’s effective tax rate during the nine months ended April 30, 2018 was not significantly impacted by the Tax Cuts and Jobs Act (the “Act”), which was enacted into law on December 22, 2017.

The income tax effects resulting from changes in tax laws are accounted for by the Company in accordance with the authoritative guidance, which requires that these tax effects be recognized in the period in which the law is enacted and the effects are recorded as a component of provision for income taxes. As a result, the Company recorded an income tax benefit of $0.2 million resulting from the enactment of the Act during the nine months ended April 30, 2018.

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The Act includes significant changes to the U.S. corporate income tax system, such as reducing the U.S. federal corporate tax rate from 35.0% to 21.0% as of January 1, 2018; shifting to a modified territorial tax regime which requires companies to pay a transition tax on earnings of certain foreign subsidiaries that were previously tax deferred; and imposing new taxes on certain foreign-sourced earnings. The Company has a July 31 fiscal year-end and as such, the lower corporate federal income tax rate will be phased-in resulting in a blended U.S. federal statutory rate of 26.48% for the fiscal year ending July 31, 2018 and a 21.0% rate for subsequent periods. The new taxes for certain foreign-sourced earnings under the Act are effective for the Company after the fiscal year ending July 31, 2018. The SEC staff has acknowledged the challenges companies face in incorporating the effects of the tax reform under the Act by their financial reporting deadlines. In response, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when companies do not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Act as of the first reporting deadline following the enactment of the Act.

As of April 30, 2018, the Company had not fully completed its accounting for the tax effects of the enactment of the Act. The Company’s provision for income taxes for the nine months ended April 30, 2018 is based in part on a reasonable estimate of the effects on its transition tax and existing deferred tax balances. For the amounts which the Company was able to reasonably estimate, the provision for income taxes decreased by $0.2 million during the nine months ended April 30, 2018 due to the re-measurement of certain of the Company’s deferred tax assets and liabilities based on the Act’s new corporate tax rate of 21.0%. The Company is still analyzing certain aspects of the Act and refining the estimate of the expected reversal of its deferred tax balances. This can potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. The Company is also currently estimating that it will not be subject to the transition tax because the aggregate cumulative post-1986 earnings and profits of its foreign subsidiaries are in an overall deficit. However, the Company has not yet completed its calculations of the total post-1986 earnings and profits and associated tax pools for its foreign subsidiaries. Additionally, the Company understands that there could be further interpretations from U.S. federal and state governments and regulatory organizations that may impact its final calculation. The Company will continue to refine its estimates related to the impact of the Act during the one year measurement period allowed under SAB 118.

The Act also includes provisions relating to Global Intangible Low-Taxed Income (“GILTI”) wherein taxes on foreign income are imposed in excess of a deemed return on tangible assets of foreign corporations. In general, this income will effectively be taxed at a 10.5% tax rate. As a result, the Company’s deferred tax assets and liabilities are being evaluated to determine if the deferred tax assets and liabilities should be recognized for the basis differences expected to reverse as a result of GILTI provisions that are effective for the Company after the fiscal year ending July 31, 2018, or if the tax on GILTI should be recognized in the period the Act was signed into law. Because of the complexity of the new provisions, the Company is continuing to evaluate on how the provisions will be accounted for under the U.S. generally accepted accounting principles permitting companies to make an accounting policy election of either (i) accounting for GILTI as a component of tax expense in the period in which the Company is subject to the rules (the “period cost method”), or (ii) accounting for GILTI in the Company’s measurement of deferred taxes (the “deferred method”). Currently, the Company has not elected a method and will only do so after its completion of the analysis of the GILTI provisions. The Company’s election method will depend, in part, on analyzing its global income to determine whether the Company expects to have future U.S. inclusions in its taxable income related to GILTI and, if so, the impact that is expected.

The Company’s total liability for unrecognized income tax benefits was $6.3 million and $6.2 million (of which $2.7 million and $2.6 million, if recognized, would impact the Company’s income tax rate) as of April 30, 2018 and July 31, 2017, respectively. The Company recognizes interest and penalties related to uncertain tax positions as a component of provision for income taxes. As of April 30, 2018 and July 31, 2017, the Company had accrued approximately $1.5 million and $1.3 million, respectively, for potential payment of accrued interest and penalties.

The Company conducts business globally and, as a result, the Company and its subsidiaries or branches file income tax returns in the U.S. federal jurisdiction and various U.S. state and foreign jurisdictions. In the normal course of business the Company is subject to examination by taxing authorities throughout the world, including such major jurisdictions as the United States, Singapore, Malaysia, China, France and Germany. With few exceptions, the Company is no longer subject to U.S. federal, state and local or non-U.S. income tax examinations for the years prior to 1998.

As a result of the Company’s merger with Credence on August 29, 2008, a greater than 50% cumulative ownership change in both entities triggered a significant limitation on net operating loss carryforward utilization. The Company’s ability to use acquired U.S. net operating loss and credit carryforwards is subject to annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended. The Company currently estimates that the annual limitation on its use of net operating losses generated through August 29, 2008 will be approximately $10.1 million which, based on currently enacted federal carryforward periods, limits the amount of such net operating losses that are available for utilization to approximately $202 million. The Company has recorded a valuation allowance against the full value of its U.S. net operating loss and credit carryforwards, and will continue to assess the realizability of these carryforwards in subsequent periods.

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Accounting for Stock-Based Compensation

The Company has equity awards outstanding under the 2010 Stock Incentive Plan (“2010 Plan”) and can only grant awards from this 2010 Plan.

There were no grants of equity awards made by the Company during the three months ended April 30, 2018.

The Company recognizes stock-based compensation expense on its equity awards in accordance with the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”). Under ASC 718, the Company is required to recognize as expense the estimated fair value as of the grant date of all share-based awards to employees. In accordance with this standard, the Company recognizes the compensation cost of each service-based award on a straight-line basis over the vesting period of such award. For the three and nine months ended April 30, 2018, the Company recorded stock-based compensation expense of approximately $1.9 million and $5.9 million, respectively, in connection with its share-based awards. For the three and nine months ended April 30, 2017, the Company recorded stock-based compensation expense of approximately $1.5 million and $4.6 million respectively, in connection with its share-based awards.

Net income per share

Basic net income per common share is computed by dividing net income attributable to Xcerra available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net income per common share reflects the maximum dilution that would have resulted from the assumed exercise and share repurchase related to dilutive stock options and RSUs, and is computed by dividing net income by the weighted average number of common shares and the dilutive effect of all securities outstanding.

Reconciliation between basic and diluted net income per common share is as follows:

	Three Months Ended April 30,				Nine Months Ended April 30,
	2018		2017		2018		2017
	(in thousands, except per share data)
Net income attributable to Xcerra	$	11,754	$	7,548	$	37,216	$	10,138
Basic EPS:
Weighted average shares outstanding- basic		54,909		54,259		54,781		54,080
Basic net income per share	$	0.21	$	0.14	$	0.68	$	0.19
Diluted EPS:
Weighted average shares outstanding- basic		54,909		54,259		54,781		54,080
Plus: impact of unvested RSUs		879		784		1,032		581
Weighted average shares outstanding- diluted		55,788		55,043		55,813		54,661
Diluted net income per share	$	0.21	$	0.14	$	0.67	$	0.19

During the nine months ended April 30, 2018 and 2017, there were no outstanding options to purchase stock of the Company.

Cash and Cash Equivalents and Marketable Securities

The Company considers all highly liquid investments that are readily convertible to cash and that have original maturity dates of three months or less to be cash equivalents. Cash and cash equivalents consist primarily of operating cash, money market accounts and reverse repurchase agreements. Marketable securities consist primarily of debt securities that are classified as available-for-sale, in accordance with ASC 320, Investments—Debt and Equity Securities. The Company also holds certain investments in commercial paper that it considers to be held to maturity, based on their maturity dates. Securities available for sale include corporate and governmental obligations with various contractual maturity dates some of which are greater than one year. The Company considers the securities to be liquid and convertible to cash within 30 days. The Company has the ability and intent to liquidate any security that the Company holds to fund operations over the next twelve months if necessary, and as such has classified all of its marketable securities as short-term. Governmental obligations include U.S. Government, State, Municipal and Federal Agency securities. The Company has an overnight sweep investment arrangement with its bank for certain accounts to allow the Company to enter into diversified overnight investments via a money market mutual fund which generally provides a higher investment yield than a regular operating account.

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The market value and maturities of the Company’s marketable securities are as follows:

	Total Amount
	(in thousands)
April 30, 2018
Due in less than one year	$	24,285
Due in 1 to 3 years		27,007
Total marketable securities	$	51,292
	Total Amount
	(in thousands)
July 31, 2017
Due in less than one year	$	25,458
Due in 1 to 3 years		31,629
Total marketable securities	$	57,087

The market value and amortized cost of marketable securities are as follows:

	Market Value		Amortized Cost
	(in thousands)
April 30, 2018
Corporate (a)	$	27,461	$	27,490
Government		7,039		7,047
Mortgage-Backed		2,435		2,450
Asset-Backed		14,357		14,442
Total	$	51,292	$	51,429
	Market Value		Amortized Cost
	(in thousands)
July 31, 2017
Corporate (a)	$	24,969	$	24,828
Government		12,408		12,410
Mortgage-Backed		2,335		2,332
Asset-Backed		17,375		17,348
Total	$	57,087	$	56,918

(a) There are no held to maturity investments included in the above figures as of April 30, 2018 or July 31, 2017

Unrealized gains and losses on investments held by the Company are reflected as a separate component of comprehensive income (loss) within Stockholders’ Equity. Realized gains, losses and interest on investments held by the Company are included in interest income in the Consolidated Statements of Operations and Comprehensive Income. The Company analyzes its investments for impairment on a quarterly basis or upon occurrence of indicators of possible impairment. There were no other than temporary impairment losses recorded in the nine months ended April 30, 2018 or 2017.

The following table summarizes marketable securities and related unrealized gains and losses as of April 30, 2018 and July 31, 2017:

April 30, 2018	Market Value		Unrealized Gain/ (Loss)
	(in thousands)
Securities < 12 months unrealized losses	$	20,113	$	(61	)
Securities > 12 months unrealized losses		26,279		(288	)
Securities < 12 months unrealized gains		4,172		1
Securities > 12 months unrealized gains		728		1
Total	$	51,292	$	(347	)

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July 31, 2017	Market Value		Unrealized Gain/ (Loss)
	(in thousands)
Securities < 12 months unrealized losses	$	23,378	$	(28	)
Securities > 12 months unrealized losses		18,411		(32	)
Securities < 12 months unrealized gains		2,080		3
Securities > 12 months unrealized gains		13,218		23
Total	$	57,087	$	(34	)

Property and Equipment

Property and equipment acquired is recorded at cost. The Company records depreciation using the straight-line method. Charges are made to operating expenses in amounts that are sufficient to amortize the cost of the assets over their estimated useful lives. Equipment spares used for service and internally manufactured test systems used for testing components and engineering projects are recorded at cost and depreciated over seven years. Repair and maintenance costs that do not extend the lives of property and equipment are expensed as incurred. The Company’s property and equipment as of April 30, 2018 and July 31, 2017 are summarized as follows:

	April 30, 2018			July 31, 2017			Estimated Useful Lives
	(in thousands)						(in years)
Equipment spares	$	24,333		$	27,680			7
Machinery, equipment and internally manufactured systems		34,602			30,707			3-7
Office furniture and equipment		1,566			1,302			3-7
Purchased software		568			547			3
Land		2,508			2,508			—
Buildings		7,995			7,990			10-40 years
Leasehold improvements		9,825			9,679			Term of lease or useful life, not to exceed 10 years
Property and equipment, gross		81,397			80,413
Accumulated depreciation and amortization		(51,206	)		(51,904	)
Property and equipment, net	$	30,191		$	28,509

Derivative Instruments

The Company has transactions and balances denominated in currencies other than the U.S. dollar. Most of these transactions or balances are denominated in Euros. The Company enters into foreign exchange contracts to reduce its exposure to currency fluctuations. The forward contract arrangements that the Company enters into typically mature in three months or less. These transactions do not qualify for hedge accounting. Net gains and losses related to these contracts are recorded as a component of “Other expenses, net” in the accompanying unaudited Consolidated Statements of Operations and Comprehensive Income and are as follows for the three and nine months ended April 30, 2018 and 2017 (in thousands):

	Three Months Ended					Nine Months Ended
	April 30,					April 30,
	2018			2017		2018			2017
Unrealized gains (losses) on derivatives not designated as hedging instruments	$	(188	)	$	—	$	(188	)	$	—
Realized gains (losses) on derivatives not designated as hedging instruments	$	(57	)	$	—	$	(57	)	$	—

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The fair values of the forward contracts are recorded in the Company’s accompanying unaudited Consolidated Balance Sheets as “Other accrued expenses”. Foreign exchange contract liabilities are measured and reported at fair value based on observable market inputs and classified within Level 2 of the fair value hierarchy due to a lack of an active market for these contracts.

3. SEGMENT REPORTING AND GEOGRAPHIC INFORMATION

Segment Reporting

In accordance with the provisions of ASC 280, Segment Reporting (“ASC 280”), the Company has determined that it has six operating segments (Semiconductor Test, Semiconductor Handlers, Contactors, PCB Test, Probes / Pins, and Fixtures). Based on the aggregation criteria of ASC 280, the Company determined that several of the operating segments can be aggregated due to these segments having similar economic characteristics and meeting all of the other aggregation criteria in ASC 280. Consequently, the Company has two reportable segments: the Semiconductor Test Solutions (“STS”) reportable segment, which is comprised of the Semiconductor Test, Semiconductor Handlers and Contactors operating segments, and the Electronic Manufacturing Solutions (“EMS”) reportable segment, which is comprised of the PCB Test, Probes / Pins and Fixtures operating segments.

The Semiconductor Test operating segment includes operations related to the design, manufacture and sale of automated test equipment for the semiconductor industry that is used to test system-on-a-chip, digital, analog and mixed signal integrated circuits. The Semiconductor Handlers operating segment includes operations related to the design, manufacture and sale of test handlers used in the testing of integrated circuits. The Contactors segment includes operations related to the design, manufacture and sale of test contactors which serve as the interface between the test handler and the semiconductor device under test. The PCB Test operating segment includes operations related to design, manufacture and sale of equipment used in the testing of bare and printed circuit boards. The Probes / Pins operating segment includes operations related to the design, manufacture and sale of the physical devices used to connect electronic test equipment to the device under test. The Fixtures segment includes operations related to the design, manufacture and sale of PCB Test fixtures that enable the transmission of test signals from the loaded PCB to the tester. Each operating segment has a segment manager who is directly accountable to and maintains regular contact with the Company’s chief operating decision maker (chief executive officer and chief operating officer) to discuss operating activities, financial results, forecasts, and plans for the segment.

The Company evaluates performance using several factors, of which the primary financial measures are revenue and operating segment operating income. The accounting policies of the operating segments are the same as those described in Note 2 “Summary of Significant Accounting Policies”.

Segment information for the three and nine months ended April 30, 2018 and 2017 is as follows (in thousands):

	Semiconductor Test Solutions		Electronic Manufacturing Solutions		Consolidated
Three months ended April 30, 2018
Net sales	$	96,907	$	18,810	$	115,717
Income from operations	$	12,347	$	489	$	12,836
Depreciation and amortization expense	$	1,250	$	161	$	1,411
Three months ended April 30, 2017
Net sales	$	83,521	$	20,114	$	103,635
Income from operations	$	6,679	$	2,207	$	8,886
Depreciation and amortization expense	$	1,175	$	359	$	1,534
	Semiconductor Test Solutions		Electronic Manufacturing Solutions		Consolidated
Nine months ended April 30, 2018
Net sales	$	288,805	$	57,474	$	346,279
Income from operations	$	43,932	$	888	$	44,820
Depreciation and amortization expense	$	3,980	$	712	$	4,692
Nine months ended April 30, 2017
Net sales	$	212,604	$	51,241	$	263,845
Income from operations	$	7,784	$	2,618	$	10,402
Depreciation and amortization expense	$	3,754	$	887	$	4,641

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The Company is not disclosing total assets for each of its reportable segments, as total assets by reportable segment is not a key metric utilized by the Company’s chief operating decision maker.

Geographic Information

The Company’s net sales by geographic area for the three and nine months ended April 30, 2018 and 2017, along with its long-lived assets by location at April 30, 2018 and July 31, 2017, are summarized as follows:

	Three Months Ended  April 30,				Nine Months Ended  April 30,
	2018		2017		2018		2017
	(in thousands)
Net sales:
Taiwan	$	26,899	$	13,654	$	55,417	$	39,208
Philippines		17,726		14,582		71,837		32,975
Germany		13,044		6,615		29,544		20,694
Hong Kong/China		11,622		14,943		31,594		31,464
United States		9,921		23,223		33,899		49,928
Malaysia		8,980		8,318		24,356		21,447
Singapore		7,056		5,197		19,202		17,464
Thailand		6,091		5,251		26,931		17,217
All other countries		14,378		11,852		53,499		33,448
Total Net Sales	$	115,717	$	103,635	$	346,279	$	263,845

	April 30, 2018		July 31, 2017
	(in thousands)
Long-lived assets:
United States	$	12,923	$	14,426
Germany		9,743		8,579
Malaysia		4,570		3,069
Taiwan		828		375
China		859		285
Japan		630		791
Singapore		305		416
Philippines		38		82
All other countries		295		486
Total long-lived assets	$	30,191	$	28,509

Transfer prices on products sold to foreign subsidiaries are intended to produce profit margins that correspond to the subsidiary’s sales and support efforts.

4. RESTRUCTURING

In accordance with the provisions of ASC 420, Exit or Disposal Cost Obligation, the Company recognizes certain costs associated with headcount reductions, office vacancies and other costs to move or relocate operations or employees as restructuring costs in the period in which such actions are initiated and approved by management or the obligations are incurred, as applicable.

During the nine months ended April 30, 2018, the Company incurred costs associated with the closing of its Fixture Services Group manufacturing site in Shenzhen, China. The Company has decided to cease manufacturing related operations located at its ECT Shenzhen site and move the production operations to its third-party outsource partner in Asia. Also during the nine months ended April 30, 2018, the Company incurred costs associated with the closing of its engineering development site in Yerevan, Armenia.

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During the quarter ending April 30, 2018, the Company announced additional restructuring plans related to its Fixtures Services Group. It will end production of certain products and concentrate its operations from its Hungary facility. The restructuring will result in headcount reductions and office closures that will be effective during the quarter ending July 31, 2018. The Company expects to incur approximately $0.5 million in severance and other costs associated with this action. As the employees impacted are required to provide service during the transition period, the Company did not accrue the severance obligation as of April 30, 2018.

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The following table sets forth the Company’s restructuring accrual activity for the nine months ended April 30, 2018 and April 30, 2017. The balance at the end of each period is included in the Company’s Consolidated Balance Sheet in Accrued Expenses:

	Severance Costs			Facility Leases			Total
	(in thousands)
Balance July 31, 2017	$	21		$	65		$	86
Additions to expense		359			329			688
Cash paid		(379	)		(320	)		(699	)
Balance April 30, 2018	$	1			74		$	75
	Severance Costs			Facility Leases			Total
	(in thousands)
Balance July 31, 2016	$	142		$	734		$	876
Additions to expense		348			244			592
Accretion		—			253			253
Cash paid		(348	)		(1,105	)		(1,453	)
Balance April 30, 2017	$	142		$	126		$	268

5. COMMITMENTS AND CONTINGENCIES

From time to time, the Company is subject to certain legal proceedings and other contingencies, the outcomes of which are subject to significant uncertainty. The Company accrues for estimated losses if it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. The Company uses judgment and evaluates, with the assistance of legal counsel, whether a loss contingency arising from litigation should be disclosed or recorded. The outcome of legal proceedings and other contingencies is inherently uncertain and often difficult to estimate. Accordingly, if the outcome of legal proceedings and other contingencies is different than is anticipated by the Company, the Company would record the difference between any previously recorded amount and the full amount at which the matter was resolved, in earnings in the period resolved, which could negatively impact the Company’s results of operations and financial position for the period.

On August 22, 2017, a putative shareholder class action complaint was filed in the United States District Court for the District of Massachusetts against the Company and each member of the Board, captioned Chris Stallings v. Xcerra Corporation, et al., C.A. No. 1:17-cv-11579. The complaint alleged, among other things, that the Company and each member of the Board violated federal securities laws and regulations by soliciting stockholder votes in connection with the 2017 Merger through a proxy statement that omitted material facts. The parties agreed on certain additional disclosures to the Company’s definitive proxy statement, which were filed on October 3, 2017. The plaintiffs dismissed the complaint on November 1, 2017.

On August 23, 2017, a putative shareholder class action complaint was filed in the United States District Court for the District of Massachusetts against the Company, each member of the Board, Hubei, Unic Capital, Sponsor and Unic Merger Sub, captioned Robert Berg v. Xcerra Corporation et. al., Case No. 1:17-cv-11583. The complaint alleged, among other things, that the Company and each member of the Board violated federal securities laws and regulations by soliciting stockholder votes in connection with the 2017 Merger through a proxy statement that omitted material facts. The parties agreed on certain additional disclosures to the Company’s definitive proxy statement, which were filed on October 3, 2017. The plaintiff dismissed the complaint on November 1, 2017.

On November 10, 2017, a putative shareholder class action complaint was filed in the United States District Court for the District of Massachusetts against the Company and each member of the Board, captioned Waseem Khan v. Xcerra Corporation et. al., Case No. 1:17-cv-12226. The complaint alleged, among other things, that the Company and the Board violated federal securities laws and regulations by soliciting stockholder votes in connection with the 2017 Merger through a proxy statement that included false and misleading material information with respect to the proposed 2017 Merger, which rendered the proxy statement false and misleading. The complaint sought damages. The plaintiff dismissed the complaint on March 9, 2018.

In the ordinary course of business, the Company agrees from time to time to indemnify certain customers against certain third party claims for property damage, bodily injury, personal injury or intellectual property infringement arising from the operation or use of the Company’s products. Also, from time to time in agreements with suppliers, licensors, and other business partners, the Company agrees to indemnify these partners against certain liabilities arising out of the sale or use of the Company’s products. The maximum

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potential amount of future payments the Company could be required to make under these indemnification obligations is theoretically unlimited; however, the Company has general and umbrella insurance policies that enable it to recover a portion of any amounts paid, and many of its agreements contain a limit on the maximum amount, as well as limits on the types of damages recoverable. Based on the Company’s experience with such indemnification claims, it believes the estimated fair value of these obligations is minimal. Accordingly, the Company has no liabilities recorded for these agreements as of April 30, 2018 or July 31, 2017.

Subject to certain limitations, the Company indemnifies its current and former officers and directors for liabilities or costs that they may incur in certain circumstances in connection with their services as directors and officers of the Company. Although the maximum potential amount of future payments the Company could be required to make under these agreements is theoretically unlimited, as there were no known or pending claims, the Company had not accrued a liability for these agreements as of April 30, 2018 or July 31, 2017.

As of April 30, 2018 the Company had approximately $66.8 million of non-cancelable inventory commitments with its suppliers. The Company expects to consume this inventory through normal operating activity.

The Company has operating lease commitments for certain facilities and equipment lease obligations that expire at various dates through 2024. The Company has an option to extend the term for its Norwood, Massachusetts facility lease for a single extension term of five years provided that the Company notifies its landlord at least 425 days prior to expiration of the current extension term. Minimum lease payment obligations under non-cancelable leases as of April 30, 2018 are as follows:

Fiscal year ending July 31,	Facilities		Equipment		Total Operating Leases
	(in thousands)
Remainder of 2018	$	1,151	$	156	$	1,307
2019		4,410		502		4,912
2020		3,737		306		4,043
2021		2,770		117		2,887
2022		1,832		42		1,874
Thereafter		4,669		—		4,669
Total minimum lease payments	$	18,569	$	1,123	$	19,692

6. OTHER ACCRUED EXPENSES

Other accrued expenses consisted of the following at April 30, 2018 and July 31, 2017:

	April 30, 2018		July 31, 2017
	(in thousands)
Accrued compensation	$	19,188	$	18,864
Accrued income and other taxes		9,947		13,163
Warranty reserve		3,986		3,610
Accrued vendor liability		2,340		2,229
Accrued commissions		3,386		2,931
Accrued professional fees		1,844		3,218
Other accrued expenses		5,879		6,247
Total accrued expenses	$	46,570	$	50,262

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7. LONG-TERM DEBT

Long-term debt consists of the following:

	April 30, 2018			July 31, 2017
	(in thousands)
Bank Term Loan under Credit Agreement	$	—		$	19,375
Bank Term Loan—Commerzbank		2,544			2,791
Total debt		2,544			22,166
Less: financing fees		—			(840	)
Less: current portion		(359	)		(3,779	)
Total long-term debt	$	2,185		$	17,547

The debt principal payments for the next five years and thereafter are as follows:

Payments due by fiscal year	Debt Principal Payments
	(in thousands)
Remainder of 2018	$	106
2019		424
2020		424
2021		424
2022		424
Thereafter		742
Total	$	2,544

Credit Agreement

On December 15, 2014, the Company entered into a credit agreement (the “Credit Agreement”) with ECT, a wholly owned subsidiary of the Company ( together with the Company, the “Borrowers”), Silicon Valley Bank, as lender, administrative agent and issuing lender (“SVB”), and the several lenders from time to time party thereto (collectively, the “Lenders”). The Credit Agreement provides for a senior secured credit facility, consisting of a term loan facility (the “Term Loan”), in favor of the Borrowers in the aggregate principal amount of $25.0 million which was advanced to the Company on December 15, 2014.

On November 28, 2017, the Company’s Board of Directors approved management to repay in full the outstanding obligation under the Term Loan with SVB. On December 1, 2017, the Company repaid $18.8 million of principal, accrued interest and fees to SVB, releasing the Company from its obligation under the Credit Agreement and the Credit Agreement was terminated.

Bank Term Loan—Commerzbank

In May 2014, the Company entered into a loan agreement with Commerzbank to finance the purchase of the Company’s leased facility in Rosenheim, Germany. The principal amount of the term loan is 2.9 million euro ($3.9 million, using a July 31, 2014 exchange rate), payable over 10 years at an annual interest rate of 2.35%. Principal plus accrued interest is due quarterly over the duration of the term loan.

8. FAIR VALUE MEASUREMENTS

The Company determines its fair value measurements for assets and liabilities based upon the provisions of ASC 820, Fair Value Measurements and Disclosures.

The Company holds short-term money market investments and certain other financial instruments which are carried at fair value. The Company determines fair value based upon quoted prices, when available or through the use of alternative approaches when market quotes are not readily accessible or available.

Valuation techniques for fair value are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s best estimate, considering all relevant information. These valuation techniques involve some level of management estimation and judgment. The valuation process to determine fair value also includes making appropriate adjustments to the valuation model outputs to consider risk factors.

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The fair value hierarchy of the Company’s inputs used in the determination of fair value for assets and liabilities during the current period consists of three levels. Level 1 inputs are composed of unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 inputs include quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 inputs incorporate the Company’s own best estimate of what market participants would use in pricing the asset or liability at the measurement date where consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. If inputs used to measure an asset or liability fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the asset or liability. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the asset or liability.

The following table presents financial assets and liabilities measured at fair value and their related valuation inputs as of April 30, 2018 and July 31, 2017:

			Fair Value Measurements at Reporting Date Using (in thousands)
April 30, 2018	Total Fair Value of Asset or Liability		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents (1)	$	127,807	$	127,267	$	540	$	—
Marketable securities		51,292		5,846		45,446		—
Total assets	$	179,099	$	133,113	$	45,986	$	—
July 31, 2017	Total Fair Value of Asset or Liability		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents (1)	$	103,637	$	103,637	$	—	$	—
Marketable securities		57,087		12,109		44,978		—
Total assets	$	160,724	$	115,746	$	44,978	$	—

(1) Cash and cash equivalents as of April 30, 2018 and July 31, 2017 includes cash held in operating accounts of approximately $125.7 million and $103.5 million, respectively, that are not subject to fair value measurements. For purposes of this disclosure, they are included as having Level 1 inputs.

The carrying value of accounts receivable, prepaid expenses, accounts payable, and accrued expenses, including hedge liabilities, approximate fair value due to their short-term nature.

There were no assets or liabilities not measured at fair value but for which fair value is required to be disclosed. The carrying value of the Company’s debt, which includes term loans, approximates fair value due to market interest. Debt at April 30, 2018 and July 31, 2017 was $2.5 million and $22.2 million, respectively. Within the hierarchy of fair value measurement, these are Level 2 inputs.

9. STOCKHOLDERS’ EQUITY

Stock Repurchases

On September 3, 2015, the Company announced that its Board of Directors authorized a stock repurchase program, pursuant to which the Company is authorized to repurchase up to $30 million of its common stock from time to time in open market transactions or in privately negotiated transactions (the “2015 Plan”). This repurchase program supersedes the repurchase program that was announced on September 15, 2011 (the “2011 Plan”) and as a result there are no shares available for repurchase under the 2011 Plan. The Company may suspend or discontinue the 2015 Plan at any time and the 2015 plan has no expiration date. As of June 7, 2018, since the inception of the 2015 Plan, the Company had repurchased 1,956,733 shares for approximately $12 million under the 2015 Plan. There have been no shares repurchased during the three or nine months ended April 30, 2018.

10. RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014, the FASB issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers (ASC 606), which will replace numerous requirements in U.S. GAAP, including industry-specific requirements, and provide companies with a single revenue recognition model for recognizing revenue from contracts with customers. In August 2015, the FASB issued ASU No. 2015-

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14, Revenue from Contracts with Customers (ASC 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. In March 2016, the FASB issued ASU No 2016-08, Revenue from Contracts with Customers (ASC 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) which clarifies the implementation guidance on principal versus agent considerations. The core principle of the new standard is that a company should recognize revenue to show the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The new standard will be effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. For Xcerra, the standard will be effective for the fiscal year starting August 1, 2018. The two permitted transition methods under the new standard are the full retrospective method, in which case the standard would be applied to each prior reporting period presented, or the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. The Company has selected the modified retrospective method and will make accounting policy elections to 1) treat shipping and handling activities that occur after the customer obtains control of the goods as fulfillment costs, 2) exclude sales (and similar) taxes from the measurement of the transaction price and 3) expense costs to obtain a contract if the period of benefit is expected to be less than one year. The Company has completed its preliminary assessment of the financial statement impact of the new standard and does not expect this ASU to have a material impact on its financial position and results of operations. This preliminary assessment is based on a review of the types of revenue arrangements currently in place including the review of individual customer contracts related to these revenue streams. The exact impact of the new standard will be dependent on facts and circumstances at adoption and could vary from quarter to quarter. Based on our preliminary assessment, the Company does not expect any significant changes to be made to existing accounting systems or internal controls. The Company will continue to evaluate the potential impacts of the new standard, including potential disclosures that will be required, through the implementation date. The Company will be required to record cumulative effect adjustments, if any, to retained earnings upon adopting the new standard on August 1, 2018.

In February 2016, the FASB issued ASU No. 2016-02, Leases (ASC 842), which requires companies that are lessees to recognize a right-of-use asset and lease liability for most leases that do not meet the definition of a short-term lease. For income statement purposes, leases will continue to be classified as either operating or financing. Classification will be based on criteria that are largely similar to those applied in current lease accounting. This standard will result in extensive qualitative and quantitative disclosure changes. This standard will be effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period. For Xcerra, the standard will be effective for the fiscal year starting August 1, 2019, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its financial position and results of operations.

In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (ASC 718): Improvements to Employee Share-Based Payment Accounting. This ASU changes how companies account for certain aspects of share-based payment awards to employees, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows. This pronouncement is effective for annual periods beginning after December 15, 2016. Early adoption is permitted. The Company adopted this ASU in the first quarter of fiscal 2018. Adoption of this ASU did not have a material impact on its financial position or results of operation.

In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments (a consensus of the FASB Emerging Issues Task Force), which addresses eight classification issues related to the statement of cash flows: Debt prepayment or debt extinguishment costs; Settlement of zero-coupon bonds; Contingent consideration payments made after a business combination; Proceeds from the settlement of insurance claims; Proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies; Distributions received from equity method investees; Beneficial interests in securitization transactions; and Separately identifiable cash flows and application of the predominance principle. ASU 2016-15 is effective for public business entities for annual and interim periods in fiscal years beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. Entities should apply this ASU using a retrospective transition method to each period presented. If it is impracticable for an entity to apply the ASU retrospectively for some of the issues, it may apply the amendments for those issues prospectively as of the earliest date practicable. The Company does not expect the adoption of this ASU to have a material impact on its financial position or results of operation.

In August 2017, the FASB issued ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities. The standard better aligns an entity’s hedging activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results in the financial statements. The standard will prospectively make hedge accounting easier to apply to hedging activities and also enhances disclosure requirements for how hedge transactions are reflected in the financial statements when hedge accounting is elected. The standard is effective for fiscal years beginning after December 15, 2018, with early adoption permitted. The Company is currently evaluating the impact of this ASU on its financial position and results of operations.

11. SUBSEQUENT EVENTS

On May 7, 2018, the Company entered into the 2018 Merger Agreement with Parent, and Xavier Merger Sub, providing for the 2018 Merger, with the Company surviving the 2018 Merger as a wholly owned subsidiary of Parent.

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Pursuant to the terms and subject to the conditions of the 2018 Merger Agreement, at the effective time of the 2018 Merger (the “Effective Time”), each share of our common stock that is outstanding immediately prior to the Effective Time (excluding any shares owned by Xcerra, Parent or Xavier Merger Sub (which will be cancelled) and any shares with respect to which appraisal rights have been properly exercised under Massachusetts law) will be cancelled and automatically converted into the right to receive (A) $9.00 in cash, without interest thereon, and (B) 0.2109 of a validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of Parent.

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read together with the Consolidated Financial Statements and Notes thereto appearing in this Quarterly Report on Form 10-Q. Certain statements in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are forward-looking statements that involve risks and uncertainties. Words such as may, will, could, should, would, anticipates, expects, intends, plans, predicts, projects, believes, seeks, estimates and similar expressions identify such forward-looking statements. The forward-looking statements contained herein are based on current expectations and entail various risks and uncertainties that could cause actual results to differ materially and adversely from those expressed in such forward-looking statements. Factors that might cause such a difference include, among other things, those set forth under “Risk Factors” and those appearing elsewhere in this Quarterly Report on Form 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof and reflect management’s estimates and analysis only as of the date hereof. We assume no obligations to update any forward-looking statements to reflect actual results or changes in factors or assumptions affecting forward-looking statements.

Overview

We are a global provider of test and handling capital equipment, interface products, test fixtures and related services to the semiconductor and electronics manufacturing industries. We design, manufacture and market products and services that address the broad, divergent requirements of the mobility, industrial, medical, automotive and consumer end markets, offering a comprehensive portfolio of solutions and technologies, and a global network of strategically deployed applications and support resources. We operate in the semiconductor and electronics manufacturing test markets through our atg-Luther & Maelzer (atg), Everett Charles Technologies (ECT), LTX-Credence (LTXC) and Multitest businesses. We have a broad spectrum of semiconductor and printed circuit board (PCB) test expertise that drives innovative new products and services and our ability to deliver fully integrated semiconductor test solutions.

The 2017 Agreement and Plan of Merger

On April 7, 2017, we entered into an Agreement and Plan of Merger with Unic Capital Management Co., Ltd., a Chinese company (“Unic Capital”) and China Integrated Circuit Industry Investment Fund Co., Ltd., a Chinese company (“Sponsor”), as joined by Unic Acquisition Corporation, a Massachusetts corporation (“Unic Merger Sub”) (as amended, the “2017 Merger Agreement”), providing for the merger of Unic Merger Sub with and into Xcerra (the “2017 Merger”), with Xcerra surviving the 2017 Merger. On August 4, 2017, pursuant to that certain Assignment and Assumption Agreement, by and among Unic Capital, Hubei Xinyan Equity Investment Partnership (Limited Partnership), a Chinese limited partnership (“Hubei”) and Xcerra, Unic Capital irrevocably transferred, conveyed, assigned and delivered to Hubei all of Unic Capital’s right, interest, benefits, liabilities and obligations in and under the 2017 Merger Agreement, and Hubei accepted, assumed and agreed to pay, perform, fulfill and discharge all obligations and liabilities of Unic Capital arising under or relating to the 2017 Merger Agreement; provided, however, that in the case where Hubei is unable to pay, perform, fulfill or discharge all obligations and liabilities under the 2017 Merger Agreement, Unic Capital will remain wholly liable.

The closing of the 2017 Merger was subject to certain conditions, including clearance by the Committee on Foreign Investment in the United States (“CFIUS”). After careful review of feedback received from CFIUS that approval of the 2017 Merger was highly unlikely and further discussions between Hubei and us, the parties determined to cease efforts to seek CFIUS clearance and entered into a Termination Agreement, dated February 22, 2018 (the “Termination Agreement”), pursuant to which we mutually terminated the 2017 Merger Agreement and agreed to release each other and certain related parties from certain claims and liabilities relating to the 2017 Merger Agreement and the transactions contemplated thereby. Neither Hubei nor we incurred or will incur any termination fees in connection with the termination of the 2017 Merger Agreement.

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The 2018 Agreement and Plan of Merger

On May 7, 2018, we entered into an Agreement and Plan of Merger (the “2018 Merger Agreement”) with Cohu, Inc., a Delaware corporation (“Parent”), and Xavier Acquisition Corporation, a Delaware corporation (“Xavier Merger Sub”), providing for the merger of Xavier Merger Sub with and into the Company (the “2018 Merger”), with the Company surviving the 2018 Merger as a wholly owned subsidiary of Parent. Pursuant to the terms and subject to the conditions of the 2018 Merger Agreement, at the effective time of the 2018 Merger (the “Effective Time”), each share of our common stock that is outstanding immediately prior to the Effective Time (excluding any shares owned by Xcerra, Parent or Xavier Merger Sub (which will be cancelled) and any shares with respect to which appraisal rights have been properly exercised under Massachusetts law) will be cancelled and automatically converted into the right to receive (A) $9.00 in cash, without interest thereon, and (B) 0.2109 of a validly issued, fully paid and nonassessable share of common stock, par value $1.00 per share, of Parent (the “Parent Common Stock”).

The obligations of the parties to consummate the 2018 Merger are subject to the satisfaction (or waiver, if applicable) of various customary conditions, including (i) the approval of the 2018 Merger Agreement by the affirmative vote of holders two-thirds of the outstanding shares of our common stock, (ii) the approval of the issuance of shares of Parent Common Stock in the 2018 Merger by the affirmative vote of holders of a majority of the outstanding shares of Parent Common Stock, (iii) the expiration or termination of the applicable waiting period under certain antitrust laws, including the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended, (iv) the absence of certain governmental orders prohibiting the 2018 Merger, (v) the effectiveness of the required registration statement on Form S-4 registering the shares of Parent Common Stock issuable in the 2018 Merger, (vi) authorization for listing of the shares of Parent Common Stock issuable in the 2018 Merger on the Nasdaq Global Market, (v) the accuracy of the representations and warranties of each party contained in the 2018 Merger Agreement (subject to certain materiality qualifications), (vi) other customary closing conditions and (vii) each party’s compliance with or performance of the covenants and agreements in the 2018 Merger Agreement in all material respects.

We have made customary representations, warranties and covenants in the 2018 Merger Agreement, including, among others, covenants (i) to carry on our business in the ordinary course consistent with past practice during the period between the execution of the 2018 Merger Agreement and the closing, (ii) not to engage in specified types of transactions or take certain actions during the interim period unless consented to in writing by Parent, (iii) to convene and hold a meeting of our stockholders for the purpose of obtaining the required Company stockholder approval and (iv) subject to certain exceptions, not to withhold or withdraw (or qualify or modify in a manner adverse to Parent) the recommendation of the Board that the our stockholders adopt the 2018 Merger Agreement. We are also subject to customary restrictions on our ability to solicit alternative acquisition proposals from third parties and to provide non-public information to, and participate in discussions and engage in negotiations with, third parties regarding alternative acquisition proposals, with customary exceptions for alternative acquisition proposals that the Board determines either constitute or would reasonably be expected to lead to a superior acquisition proposal.

The 2018 Merger Agreement contains certain termination rights for us and Parent. Upon termination of the 2018 Merger Agreement under specified circumstances, including in connection with our entry into a definitive agreement providing for the consummation of a superior proposal as permitted under the 2018 Merger Agreement, we will be required to pay Parent a termination fee of $22.8 million.

The 2018 Merger Agreement also provides that, upon termination of the 2018 Merger Agreement under specified circumstances, Parent will be required to pay us a termination fee of $22.8 million (the “Parent Termination Fee”). The Parent Termination Fee will become payable from Parent to us if we terminate the 2018 Merger Agreement in the event that (i) Parent breaches its representations and warranties or covenants such that the applicable closing condition regarding such representations and warranties or performance of covenants would not be satisfied (subject to specified cure rights) or (ii) Parent makes a change to its recommendation of the 2018 Merger in connection with Parent’s required stockholder approval or breaches any its obligations detailed in Section 6.6 of the 2018 Merger Agreement. If we terminate the 2018 Merger Agreement due to the Parent failing to consummate the 2018 Merger when all of Parent’s conditions to the closing are satisfied or waived, we have irrevocably confirmed in writing that all of our conditions to the closing are satisfied or waived and that we are ready, willing and able to consummate the 2018 Merger and Parent has failed to consummate the 2018 Merger, Parent will be required to pay us a termination fee of $45.0 million.

The foregoing description of the 2018 Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the 2018 Merger Agreement, a copy of which is attached as Exhibit 2.1 to the Current Report on Form 8-K we filed on May 8, 2018. In addition, see Part II, Item 1A. Risk Factors of this Form 10-Q, which is incorporated herein by reference, for a discussion of certain risks due to the announcement and pendency of the 2018 Merger or the failure of the 2018 Merger to be completed that could have a material adverse effect on our business and operating results. These risks include, but are not limited to, the diversion of management and employee attention, potential employee attrition, potential adverse reactions or changes to our business relationships with customers, partners, and suppliers and uncertainty surrounding our future plans and prospects.

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Industry Conditions and Outlook

We provide test solutions to the large and growing electronics manufacturing industry, of which semiconductors and PCBs are key components. Sales of capital equipment products are driven by the expansion of manufacturing and test capacity, or when customers replace existing equipment with new equipment. Sales of consumable products, which include service, are driven by the level of manufacturing and test activity, and need to be replaced based on usage levels or to accommodate new designs or test techniques. Therefore, overall demand for our capital equipment and consumable products and services is generally dependent on growth in the semiconductor and electronics industry.

Critical Accounting Policies and the Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, revenues, and expenses, and related disclosure of contingent assets and liabilities. We base these estimates and assumptions on historical experience and evaluate them on an on-going basis to ensure they remain reasonable under current conditions. Actual results could differ from those estimates. We believe that our most critical accounting policies upon which our financial reporting depends and which involve the most complex and subjective judgments or assessments are as follows: revenue recognition, inventory reserves, income taxes, product warranty costs, goodwill and other identifiable intangible assets, impairment of long-lived assets, and allowances for doubtful accounts.

A summary of those accounting policies and estimates that we believe to be most critical to fully understand and evaluate our financial results is set forth below. The summary should be read in conjunction with our Consolidated Financial Statements and Notes and related disclosures elsewhere in this Quarterly Report on Form 10-Q.

Revenue Recognition

We recognize revenue when persuasive evidence of an arrangement exists, delivery or customer acceptance (if required) has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Our revenue recognition policy is described in Note 2, Summary of Significant Accounting Policies, contained in the Notes to Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Inventory Reserves

We are exposed to a number of economic and industry factors that could result in portions of our inventory becoming either obsolete or in excess of anticipated customer demand. These factors include changes in our customers’ capital expenditures, technological changes in our markets, our ability to meet changing customer requirements, competitive pressures in products and prices, and the availability of key components from our suppliers. Our policy is to establish inventory reserves when conditions exist that suggest our inventory may be in excess of anticipated demand or is obsolete based upon our assumptions about future demand for our products or market conditions. We regularly evaluate the ability to realize the value of our inventory based on a combination of factors including the following: historical usage rates, forecasted sales or usage, estimated product end of life dates, estimated current and future market values, and new product introductions. Purchasing and alternative usage options are also explored to mitigate inventory exposure. When recorded, our reserves are intended to reduce the carrying value of our inventory to its net realizable value. These reserves are not reversed until the related inventory is sold or otherwise disposed. Our inventory reserves policy is described in Note 2, Summary of Significant Accounting Policies, contained in the Notes to the Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Foreign Currency Remeasurement

The financial statements of our foreign subsidiaries are remeasured in accordance with ASC 830, Foreign Currency Matter. The functional currency of our tester group is USD. Accordingly, our foreign subsidiaries that are included in this group remeasure monetary assets and liabilities at month-end exchange rates while long-term non-monetary items are remeasured at historical rates. Income and expense accounts are remeasured at the average rates in effect during the month. Net gains (losses) resulting from foreign currency remeasurement are included in our Consolidated Statements of Operations and Comprehensive Income (Loss) as a component of other income (expense), net. The functional currency of our ECT, atg and Multitest businesses is local currency, predominantly Euro, USD, Malaysian Ringgit and Singapore dollars, and net gains or losses resulting from foreign currency translation are recorded in stockholders’ equity as accumulated other comprehensive (loss) income.

Income Taxes

We account for income taxes in accordance with the authoritative guidance which requires income tax effects for changes in tax laws are recognized in the period in which the law is enacted. The transition tax liability and re-measurement of deferred tax balances are recognized in the period when the change in the U.S. tax law was enacted and the income tax effects are recorded as a component of provision for income taxes.

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In accordance with ASC 740, Income Taxes (ASC 740), we recognize deferred income taxes based on the expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities calculated using enacted tax rates for the year in which the differences are expected to be reflected in the tax return. Valuation allowances are established when necessary to reduce deferred taxes to the amount expected to be realized. We have deferred tax assets resulting from tax credit carryforwards, net operating losses and other deductible temporary differences, which are available to reduce taxable income in future periods. ASC 740 requires that a valuation allowance be established when it is “more likely than not” that all or a portion of deferred tax assets will not be realized. A review of all available positive and negative evidence needs to be considered, including a company’s performance, the market environment in which it operates, the length of carryback and carryforward periods, existing sales backlog and future sales projections. Where there have been cumulative losses in recent years, ASC 740 creates a strong presumption that a valuation allowance is needed. This presumption can be overcome in very limited circumstances. As a result of our cumulative loss position in recent years and the increased uncertainty relative to the timing of profitability in future periods, we continue to maintain a valuation allowance for our entire U.S. net deferred tax assets, and full valuation allowance against the net deferred tax assets of foreign jurisdictions without a history of profitability. The valuation allowance for deferred tax assets decreased from $206.9 million at July 31, 2016 to $203.3 million at July 31, 2017. The decrease in our valuation allowance compared to the prior year was primarily due to a decrease in U.S. deferred tax assets associated with sources of income in the fiscal year. We expect to record a full valuation allowance on future U.S. tax benefits and in certain foreign tax jurisdictions until we sustain an appropriate level of profitability. We will continue to monitor the recoverability of our deferred tax assets on a periodic basis. As a result of our merger with Credence Systems Corporation (Credence) in 2008 and Internal Revenue Code Section 382 guidance, the future utilization of our net operating losses will be subject to annual limitation.

Business Combinations

We account for acquired businesses using the purchase method of accounting which requires that the assets acquired and liabilities assumed be recorded at the date of the acquisition at their respective estimated fair values. The judgments made in determining the estimated fair value assigned to each class of assets acquired, as well as the estimated life of each asset, can materially impact the net income of the periods subsequent to the acquisition through depreciation and amortization, and in certain instances through impairment charges, if the asset becomes impaired in the future. In determining the estimated fair value for intangible assets, we typically utilize the income approach, which discounts the projected future net cash flow using an appropriate discount rate that reflects the risks associated with such projected future cash flow.

Determining the useful life of an intangible asset also requires judgment, as different types of intangible assets will have different useful lives and certain assets may even be considered to have indefinite useful lives. Intangible assets determined to have an indefinite useful life are reassessed periodically based on the expected use of the asset by us, legal or contractual provisions that may affect the useful life or renewal or extension of the asset’s contractual life without substantial cost, and the effects of demand, competition and other economic factors.

Valuation of Goodwill and other Indefinite-Lived Intangible Assets

We perform our annual goodwill impairment test as required under the provisions of ASC 350-10, Intangibles—Goodwill and Other (ASC 350) as of July 31 of each fiscal year or more often if there are interim indicators of impairment. Goodwill is considered to be impaired when the net book value of a reporting unit exceeds its estimated fair value. Our goodwill represents the excess of acquisition costs over estimated fair value of net assets acquired from StepTech, Inc on June 10, 2003, from our merger with Credence on August 29, 2008, from our purchase of Titan Semiconductor LLC (Titan) on February 2, 2015 and from our investment in ALBS Solutions Sdn Bhd on October 23, 2017.

As of April 30, 2018, our goodwill is allocated to our Semiconductor Test reporting unit, Semiconductor Handler reporting unit and our Contactors reporting unit. As of April 30, 2018, there were no triggering events that required us to perform interim impairment testing.

As part of the new simplification guidance issued by the FASB, the goodwill test involves a one-step comparison of the reporting unit’s fair value to its carrying value, including goodwill (Step 1). The prior guidance required a hypothetical purchase price allocation as the second step of the goodwill impairment test, but this step has been eliminated. If the reporting unit’s fair value exceeds its carrying value, no further procedures are required. However, if the reporting unit’s fair value is less than the carrying value, an impairment charge is recorded for the difference between the fair value and carrying value of the reporting unit. In applying the goodwill impairment test, we may assess qualitative factors to determine whether it is more likely than not that the fair value of the reporting units is less than its carrying value (Step 0). Qualitative factors may include, but are not limited to, economic, market and industry conditions, cost factors, and overall financial performance of the reporting unit. If after assessing these qualitative factors, the Company determines it is “more-likely-than-not” that the carrying value is less than the fair value, then performing Step 1 of the goodwill impairment test is unnecessary. We periodically engage third-party valuation consultants to assist in evaluating the Company’s estimated fair value calculations.

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In accordance with ASC 350, we performed our goodwill impairment test as of July 31, 2017 and 2016, and determined that no adjustment to goodwill was necessary. As of July 31, 2017, we determined using a Step 0 analysis in accordance with ASC 350 that it was more likely than not that the fair value of the reporting units to which goodwill is allocated exceeded the carrying values of those reporting units. As of July 31, 2016, we completed a Step 1 analysis using a Discounted Cash Flow method for estimating the fair value of the reporting units, including discount rates at our weighted-average cost of capital. We derive discount rates that are commensurate with the risks and uncertainties inherent in its respective businesses and its internally developed projections of future cash flows. In addition, we determined the projected future cash flows of the reporting units for the residual period using the Gordon growth method which assumes that the reporting unit will grow and generate free cash flow at a constant rate. We believe that the Gordon growth method is the most appropriate method for determining the residual value because the residual value is calculated at the point at which we have assumed that the reporting units have reached stable growth rates.

The identifiable intangible assets associated with the acquisition of the Multitest, atg and ECT businesses from Dover Printing & Identification, Inc. (the Dover Acquisition) include $6.4 million of trademarks. We believe these trademarks will contribute to our cash flows indefinitely. Therefore, in accordance with ASC 350, we have assigned an indefinite useful life to the trademarks, and will not amortize the trademarks until their useful lives are no longer indefinite. These assets are subject to an annual impairment test or more frequently if triggering events occur. For the fiscal year ended July 31, 2017, we assessed qualitative factors to determine if a two-step quantitative impairment test was necessary. We determined, based on qualitative assessment, that it was more likely than not that the trademarks’ fair value was greater than their carrying amount, therefore no quantitative assessment was required, and there was no adjustment to the carrying value of the trademarks.

Valuation of Identifiable Intangible Assets

Our identifiable intangible assets include developed technology, distributor and key customer relationships, and trademarks.

We primarily use the income approach to value the existing technology and other intangible assets as of the date of acquisition. This approach calculates fair value by estimating future cash flows attributable to each intangible asset and discounting them to present value at a risk-adjusted discount rate.

In estimating the useful life of the acquired intangible assets, we considered paragraph 11 of ASC 350, which lists the pertinent factors to be considered when estimating the useful life of an intangible asset. These factors include a review of the expected use by the combined company of the assets acquired, the expected useful life of another asset (or group of assets) related to the acquired assets, legal, regulatory or other contractual provisions that may limit the useful life of an acquired asset or may enable the extension of the useful life of an acquired asset without substantial cost, the effects of obsolescence, demand, competition and other economic factors, and the level of maintenance expenditures required to obtain the expected future cash flows from the asset. We have amortized these intangible assets over their estimated useful lives using a method that is based on estimated future cash flows as we believe this amortization methodology approximates the pattern in which the economic benefits of the intangible assets will be derived.

Impairment of Long-Lived Assets Other Than Goodwill

On an ongoing basis, our management reviews the carrying value and period of amortization or depreciation of long-lived assets. In accordance with ASC 360, Property, Plant and Equipment, we review whether impairment losses exist on long-lived assets when indicators of impairment are present. During this review, we re-evaluate the significant assumptions used in determining the original cost and estimated useful life of long-lived assets. Although the assumptions may vary, they generally include revenue growth, operating results, cash flows and other indicators of value. Management then determines whether there has been a permanent impairment of the value of long-lived assets based upon events or circumstances that have occurred since acquisition. The extent of the impairment amount recognized is based upon the difference of the impaired asset’s estimated fair value and its carrying value. As of April 30, 2018 and July 31, 2017, there were no indicators that required us to conduct a recoverability test as of these dates.

Product Warranty Costs

We provide standard warranty coverage on our systems, providing labor and parts necessary to repair the systems during the warranty period. We account for the estimated warranty cost as a charge to cost of sales when the revenue is recognized. Our product warranty cost policy is described in Note 2, Summary of Significant Accounting Policies, contained in the Notes to Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and is incorporated herein by reference.

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Trade Accounts Receivable and Allowance for Doubtful Accounts

Trade accounts receivable are recorded at the invoiced amount, do not bear interest, and typically have a contractual maturity of ninety days or less. An allowance for doubtful accounts is maintained for potential credit losses based upon our assessment of the expected collectability of all accounts receivable. Our allowance for doubtful accounts policy is described in Note 2, Summary of Significant Accounting Policies, contained in the Notes to Consolidated Financial Statements included in this Quarterly Report on Form 10-Q and is incorporated herein by reference.

Recent Accounting Pronouncements

Our recent accounting pronouncements are described in Note 10, Recent Accounting Pronouncements, contained in the Notes to the Consolidated Financial Statements included in the Quarterly Report on Form 10-Q and is incorporated herein by reference.

Results of Operations

For the three and nine months ended April 30, 2018 compared to the three and nine months ended April 30, 2017

The following tables set forth for the periods indicated the principal items included in the Consolidated Statements of Operations and Comprehensive Income as a percent of revenue and the period-over-period percent changes for those line items (in thousands, except for percentage changes and per share data):

	Statement of Operations
	Three months Ended April 30,									Nine Months Ended April 30,
	2018			2017			% Change			2018			2017			% Change
Net product sales	$	110,449		$	97,658			13	%	$	329,939		$	246,927			34	%
Net service sales		5,268			5,977			(12	)		16,340			16,918			(3	)
Net sales		115,717			103,635			12			346,279			263,845			31
Cost of sales		63,073			57,310			10			183,670			148,373			24
Gross profit		52,644			46,325			14			162,609			115,472			41
Engineering and product development expenses		17,117			15,581			10			50,848			45,891			11
Selling, general and administrative expenses		22,560			21,523			5			65,830			58,069			13
Amortization of purchased intangible assets		128			148			(13	)		423			518			(18	)
Restructuring		3			187			(98	)		688			592			16
Income from operations		12,836			8,886			44			44,820			10,402			331
Other income (expense):
Interest expense		(65	)		(250	)		(74	)		(1,263	)		(894	)		41
Interest income		376			190			98			892			529			69
Other income (expense), net		662			3			n/m			(990	)		1,751			(157	)
Income before provision for income taxes		13,808			8,829			56			43,459			11,788			269
Provision for income taxes		1,898			1,281			48			6,074			1,650			268
Net income	$	11,910		$	7,548			58	%	$	37,385		$	10,138			269	%
Net income attributable to noncontrolling interest	$	156		$	—			0	%	$	169		$	—			0	%
Net income attributable to Xcerra	$	11,754		$	7,548			56	%	$	37,216		$	10,138			267	%
Basic and diluted net income per share:
Basic net income per share	$	0.21		$	0.14					$	0.68		$	0.19
Diluted net income per share	$	0.21		$	0.14					$	0.67		$	0.19
Weighted-average common and common equivalent shares used in computing net income per share:
Basic		54,909			54,259						54,781			54,080
Diluted		55,788			55,043						55,813			54,661

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	Percentage of Net Sales
	Three Months Ended April 30,						Nine Months Ended April 30,
	2018			2017			2018			2017
Net sales		100.0	%		100.0	%		100	%		100	%
Cost of sales		54.5			55.3			53.0			56.2
Gross profit		45.5			44.7			47.0			43.8
Engineering and product development expenses		14.8			15.0			14.7			17.4
Selling, general and administrative expenses		19.5			20.8			19.0			22.0
Amortization of purchased intangible assets		0.1			0.1			0.1			0.2
Restructuring		0.0			0.2			0.2			0.2
Income from operations		11.1			8.6			12.9			3.9
Other income (expense):
Interest expense		(0.1	)		(0.2	)		(0.4	)		(0.3	)
Interest income		0.3			0.2			0.3			0.2
Other income (expense), net		0.6			0.0			(0.3	)		0.7
Income before provision for income taxes		11.9			8.6			12.6			4.5
Provision for income taxes		1.6			1.2			1.8			0.6
Net income		10.3			7.3			10.7			3.8
Net income attributable to noncontrolling interest		0.1			—			0.0			—
Net income attributable to Xcerra		10.2	%		7.3	%		10.7	%		3.8	%

Net sales. The increase in net sales for the three months ending April 30, 2018, compared to the three months ending April 30, 2017, was driven by our Semiconductor Handler segment in our Semiconductor Test Solutions (STS) reportable segment as well as increases in the PCB Test segment in our Electronic Manufacturing Solutions (EMS) reportable segment. For the nine months ended April 30, 2018 as compared to the nine months ended April 30, 2017, the increase in net sales is driven by positive business trends in our STS reportable segment in all groups, as well as our PCB Test segment in EMS.

Our STS reportable segment net sales for the three and nine months ended April 30, 2018 increased as compared to the same periods in 2017 by $13.4 million or 16% and $76.1 million or 36%, respectively. The semiconductor market experienced a return to growth during this period with growth in all segments in this group. Our EMS reportable segment net sales for the three and nine months ended April 30, 2018 as compared to the same period in 2017 decreased by $1.3 million or 6.5% and increased by $6.3 million or 12%. Service revenue from our STS reportable segment decreased by 12% and 3%, respectively, in the three and nine months ended April 30, 2018, as compared to the three and nine months ended April 30, 2017. Many of our contracts are usage based which leads to variability in comparative periods.

Gross profit. The increase in gross profit for the three and nine months ended April 30, 2018 compared to the three and nine months ended April 30, 2017 was primarily due to the increase in net sales and favorable product mix in our STS reportable segment and increase in net sales in our PCB Test segment .

Engineering and product development expenses. The increase in engineering and product development expenses for the three and nine months ended April 30, 2018 compared to the three and nine months ended April 30, 2017 was due primarily to increased salary and headcount related expenses, as well as higher product development costs as we continue to focus on product enhancements and new offerings for our customers.

Selling, general and administrative expenses. The increase in selling, general and administrative expenses for the three and nine months ended April 30, 2018 compared to the three and nine months ended April 30, 2017 was due to higher variable compensation and commissions on higher revenue, higher profit sharing bonus accruals in line with business development, and an increase in legal expenses associated with the 2017 and 2018 Merger Agreements.

Amortization of purchased intangible assets. The decrease in amortization for the three and nine months ended April 30, 2018 compared to the three and nine months ended April 30, 2017 follows accelerated amortization using the cash flows of certain intangible assets. Amortization expense is primarily related to the intangible assets acquired from our acquisition of ECT, Multitest and atg in 2014 and Titan in fiscal 2015.

Restructuring. The restructuring expense recorded in the three and nine months ended April 30, 2018 related primarily to costs incurred associated with the closing of our Fixture Services Group manufacturing site in Shenzhen, China, and move costs associated with the closing of our engineering development center in Armenia.

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Income from operations. We reported income from operations of $12.8 million and $44.8 million for the three and nine months ended April 30, 2018, respectively, as compared to income from operations of $8.9 million and $10.4 million for the three and nine months ended April 30, 2017, respectively. This increase year over year was primarily driven by higher net sales in the comparative periods.

Our STS reportable segment had income from operations of $12.3 million and $43.9 million for the three and nine months ended April 30, 2018, respectively, as compared to income from operations of $6.7 million and $7.8 million for the three and nine months ended April 30, 2017. This increase was largely driven by the improvement in all of our segments within the STS reportable segment which experienced improved industry conditions.

Our EMS reportable segment reported income from operations of $0.5 million and $0.9 million for the three and nine months ended April 30, 2018, respectively, as compared to income from operations of $2.2 million and $2.6 million for the three and nine months ended April 30, 2017. This decrease in the comparative periods was driven by weaker results primarily from our Fixtures Services Groups.

Interest expense. Interest expense related to our debt obligations decreased in the comparative periods in line with the reduction of principal balances on those obligations. The increase in the nine months ended April 30, 2018 as compared to the prior comparative periods is related to recognition of accelerated debt amortization costs, triggered by our repayment of our term loan with Silicon Valley Bank during our fiscal quarter ending January 31, 2018.

Interest income. Interest income increased slightly in the three and nine months ended April 30, 2018 compared to the nine months ended April 30, 2017 due to limited changes in the core composition of marketable securities invested within our portfolio.

Other income (expense), net. This includes the impact of fluctuations in foreign exchange rates. For the three and nine months ended April 30, 2018 we recognized $(0.1) million and $(2.0) million, respectively, of foreign exchange gains (losses), as compared to $(0.1) million and $0.7 million, for the three and nine months ended April 30, 2017, respectively. This fluctuation is largely driven by the relationship of the USD to the Euro and Malaysian Ringgit. For the three ended April 30, 2018 and April 30, 2017, other income also included approximately $0.8 million and $0.6 million, respectively, of proceeds from the sale of unused IP addresses.

Provision for income taxes. We recorded an income tax provision of $1.9 million and $6.1 million in the three and nine months ended April 30, 2018, respectively, primarily due to foreign taxes in profitable locations. We recorded an income tax provision of $1.3 million and $1.7 million in the three and nine months ended April 30, 2017, respectively, primarily due to foreign taxes in profitable locations.

Our effective tax rate during the nine months ended April 30, 2018 was not significantly impacted by the Tax Cuts and Jobs Act (“the Act”), which was enacted into law on December 22, 2017. The income tax effects resulting from changes in tax laws are accounted for by us in accordance with the authoritative guidance, which requires that these tax effects be recognized in the period in which the law is enacted and the effects are recorded as a component of provision for income taxes. As a result, we recorded an income tax benefit of $0.2 million resulting from the enactment of the Act during the nine months ended April 30, 2018.

The Act includes significant changes to the U.S. corporate income tax system, such as reducing the U.S. federal corporate tax rate from 35.0% to 21.0% as of January 1, 2018; shifting to a modified territorial tax regime which requires companies to pay a transition tax on earnings of certain foreign subsidiaries that were previously tax deferred; and imposing new taxes on certain foreign-sourced earnings. We have a July 31 fiscal year-end and as such, the lower corporate federal income tax rate will be phased-in resulting in a blended U.S. federal statutory rate of 26.48% for the fiscal year ending July 31, 2018 and a 21.0% rate for subsequent periods. The new taxes for certain foreign-sourced earnings under the Act are effective for us after the fiscal year ending July 31, 2018. The SEC staff has acknowledged the challenges companies face in incorporating the effects of the tax reform under the Act by their financial reporting deadlines. In response, the SEC staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to address the application of U.S. GAAP in situations when companies do not have the necessary information available, prepared, or analyzed in reasonable detail to complete the accounting for certain income tax effects of the Act as of the first reporting deadline following the enactment of the Act.

As of April 30, 2018, we have not fully completed our accounting for the tax effects of the enactment of the Act. Our provision for income taxes for the nine months ended April 30, 2018 is based in part on a reasonable estimate of the effects on the transition tax and our existing deferred tax balances. For the amounts which we were able to reasonably estimate, the provision for income taxes decreased by $0.2 million during the nine months ended April 30, 2018 due to the re-measurement of our certain deferred tax assets and liabilities based on the Act’s new corporate tax rate of 21.0%. We are still analyzing certain aspects of the Act and refining the estimate of the expected reversal of its deferred tax balances. This can potentially affect the measurement of these balances or potentially give rise to new deferred tax amounts. We are currently estimating that we will not be subject to the transition tax because

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of the aggregate cumulative post-1986 earnings and profits (“E&P”) of our foreign subsidiaries are in an overall deficit, however, we have not yet completed our calculations of the total post-1986 earnings and profits and associated tax pools for our foreign subsidiaries. Additionally, we understand that there could be further interpretations from U.S. federal and state governments and regulatory organizations that may impact our final calculation. We will continue to refine our estimates related to the impact of the Act during the one year measurement period allowed under SAB 118.

As of April 30, 2018 and July 31, 2017 our liability for unrecognized income tax assets was $6.3 million and $6.2 million, respectively (of which $2.7 million and $2.6 million, if recognized, would impact our income tax rate).

We expect to maintain a full valuation allowance on U.S. deferred tax benefits and in certain foreign jurisdictions until we can sustain an appropriate level of profitability. We will continue to monitor the recovery of our deferred tax assets on a periodic basis.

Net income from noncontrolling interest. We have a variable interest in ALBS and as of April 30, 2018 that represents an 11.11% equity ownership in the entity. During the three and nine months ended April 30, 2018, ALBS recorded operating expenses offset by income related to reimbursement for non-recurring engineering costs that they had incurred.

Comprehensive income (loss). During the three and nine months ended April 30, 2018, we recognized $(0.9) million and $6.2 million, respectively, of unrealized (losses) gains from currency translation, largely driven by the fluctuation of the Euro and Malaysian Ringgit to the U.S. Dollar. During the three and nine months ended April 30, 2017, we recognized $0.8 million and $(1.8) million, respectively, of unrealized gains (losses) from currency translation, largely driven by the fluctuation of the Malaysian Ringgit and Euro to the U.S. Dollar.

Liquidity and Capital Resources

Working Capital: The following summarizes our cash, cash equivalents, marketable securities and working capital:

(in thousands)	April 30, 2018		July 31, 2017		$ Change		% Change
Cash, cash equivalents and marketable securities	$	179,099	$	160,724	$	18,375		11.4	%
Working capital	$	286,936	$	256,902	$	30,034		11.7	%

The following is a summary of significant items impacting our liquidity and capital resources for the nine months ended April 30, 2018 (in millions):

Cash and cash equivalents and marketable securities at July 31, 2017	$	160.7
Payment of bank term loans		(19.6	)
Payments on tax withholdings for vested RSUs		(2.6	)
Capital expenditures		(4.9	)
Effect of exchange rate changes in cash		2.8
Other cash provided, primarily by operating activities, net		42.7
Cash and cash equivalents and marketable securities at April 30, 2018	$	179.1

Operating Activities: Operating cash flows for the nine months ended April 30, 2018 consist of our net income, adjusted for-non cash expenses and changes in operating assets and liabilities. These adjustments include depreciation expense on property plant and equipment, share-based compensation expense, amortization of intangible assets and deferred income taxes. Our net cash generated by operating activities was $43.2 million for the nine months ended April 30, 2018. Net cash generated by operating activities were impacted by changes in current assets and liabilities and included increases in inventories of $7.2 million, lower accounts payable of $5.2 million, accrued expenses of $6.3 million and deferred revenue and customer advances of $2.6 million, offset by decreases in accounts receivable of $5.8 million, and prepaid expenses of $7.4 million.

Net cash generated by operating activities for the nine months ended April 30, 2017 was $15.0 million. Net cash generated by operating activities were impacted by changes in current assets and liabilities and included increases in accounts receivable of $0.7 million, inventories of $11.6 million, prepaid expenses and other assets of $6.2 million, and higher accounts payable of $6.9 million, accrued expenses of $2.9 million and deferred revenue and customer advances of $0.6 million.

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Investing Activities: Investing cash flows consist primarily of proceeds from investments maturities, cash used for capital expenditures in support of our businesses, asset disposals and cash used for purchase of investments and business acquisitions. Net cash provided by investing activities for the nine months ended April 30, 2018 totaled $0.5 million and included $5.3 million of net proceeds from sales and maturities of available for sale securities, partially offset by $4.9 million of capital expenditures primarily related to purchase of milling machines for our manufacturing site in Penang, spares for our field service group and certain engineering projects.

Net cash used in investing activities for the nine months ended April 30, 2017 was $2.0 million, driven by $5.5 million of capital expenditures primarily related to our leased facility in Milpitas, California, and certain engineering projects, partially offset by $2.3 million of proceeds received from our sale of the Interface Boards business and $1.4 million of proceeds received from our sale of land.

Financing Activities: Cash flows used in financing activities consisted primarily of repayment of bank term loans and settlement of the minimum statutory tax withholding requirements paid by us on behalf of our employees upon vesting of restricted stock units. For the nine months ended April 30, 2018 the net cash used of $22.3 million was driven primarily from our repayment in full of our term loan with SVB for $18.8 million in December 2017, other principal payments of $0.8 million and of payment of tax withholdings from employee’s vested restricted stock units of $2.6 million.

For the nine months ended April 30, 2017 the net cash used of $3.2 million consisted of the repayment of term loans of $2.1 million and payment of tax withholdings from employee’s vested restricted stock units of $1.5 million, partially offset by $0.4 million from the proceeds of the employee’s stock purchase plan.

Credit Agreement and Seller Financing

On December 15, 2014, we and ECT (the Borrowers) entered into the Credit Agreement with SVB and the Lenders. The Credit Agreement provides for a senior secured credit facility, consisting of the Term Loan, in favor of the Borrowers in the aggregate principal amount of $25.0 million which was advanced to us on December 15, 2014.

In December 2017 we repaid our obligation under the Term Loan in full and the Credit Agreement was terminated.

Bank Term Loan—Commerzbank

In May 2014, we entered into a loan agreement with Commerzbank to finance the purchase of our leased facility in Rosenheim, Germany. The principal amount of the term loan is 2.9 million Euros, payable over 10 years in Euro at an annual interest rate of 2.35%. Principal plus accrued interest is due quarterly over the duration of the term loan.

Stock Repurchases

On September 3, 2015, we announced that our Board of Directors authorized a stock repurchase program, pursuant to which we are authorized to repurchase up to $30 million of our common stock from time to time in open market transactions or in privately negotiated transactions (the 2015 Plan). This repurchase program supersedes the 2011 repurchase program Plan (the 2011 Plan) which was announced on September 15, 2011 and under which we purchased 3,294,666 shares for $18.7 million. As a result there were no shares available for repurchase under the 2011 Plan following approval of the 2015 Plan. We may suspend or discontinue 2015 Plan at any time and the program has no expiration date. As of June 7, 2018, we have repurchased 1,956,733 shares for approximately $12.0 million.

Commitments and Contingencies

As of April 30, 2018, our major outstanding contractual obligations are related to our bank term loan, rental properties, other operating leases, severance and inventory purchase commitments.

In the ordinary course of business, we agree from time to time to indemnify certain customers against certain third party claims for property damage, bodily injury, personal injury or intellectual property infringement arising from the operation or use of our products. Also, from time to time in agreements with suppliers, licensors and other business partners, we agree to indemnify these partners against certain liabilities arising out of the sale or use of our products. The maximum potential amount of future payments we could be required to make under these indemnification obligations is theoretically unlimited; however, we have general and umbrella insurance policies that enable us to recover a portion of any amounts paid and many of these agreements contain a limit on the maximum amount, as well as limits on the types of damages recoverable. Based on our experience with such indemnification claims, we believe the estimated fair value of these obligations is minimal. Accordingly, we have no liabilities recorded for these agreements as of April 30, 2018.

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Subject to certain limitations, we indemnify our current and former officers and directors for liability or costs they may incur upon certain events or occurrences encountered in the course of performing their duties to us. Although the maximum potential amount of future payments we could be required to make under these agreements is theoretically unlimited, as there were no known or pending claims, we have not accrued a liability for these agreements as of April 30, 2018.

The aggregate outstanding amount of our contractual obligations was $89.6 million as of April 30, 2018. These obligations and commitments represent maximum payments based on current operating forecasts. Certain of the commitments could be reduced if changes to our operating forecasts occur in the future.

The following summarizes our contractual obligations as of April 30, 2018 and the effect such obligations are expected to have on our liquidity and cash flows in future periods:

	Total		2018		2019-2020		2021-2022		Thereafter
	(in thousands)
Contractual Obligations:
Operating leases	$	19,692	$	1,307	$	8,954	$	4,762	$	4,669
Inventory commitments		66,787		38,530		27,793		464		—
Severance		438		438		—		—		—
Bank term loan—principal and interest		2,702		119		930		896		757
Total Contractual Obligations	$	89,619	$	40,394	$	37,677	$	6,122	$	5,426

We also expect to invest approximately $2.0 million in capital expenditures and other investments for the remainder of the fiscal year ending July 31, 2018.

During the quarter ending April 30, 2018, we announced additional restructuring plans related to our Fixtures Services Group. We will end production of certain products and concentrate our operations in our Hungary facility. The restructuring will results in headcount reductions and office closures that will be effective during the quarter ending July 31, 2018. We expect to incur approximately $0.5 million in severance and other costs associated with this action. As the employees impacted are required to provide service during the transition period, we did not accrue the severance obligation as of April 30, 2018.

Off-Balance Sheet Arrangements

As of April 30, 2018 we did not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

There has been no material change in our quantitative and qualitative disclosures about market risk exposure since the filing of our Annual Report on Form 10-K for the fiscal year ended July 31, 2017.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of April 30, 2018. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e)) under the Securities Exchange Act of 1934 (the Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of the Company’s disclosure controls and procedures as of April 30, 2018, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of such date, the Company’s disclosure controls and procedures were effective at the reasonable assurance levels.

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Changes in Internal Controls

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f)) under the Exchange Act) during the nine months ended April 30, 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls over financial reporting can prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. The inherent limitations in all control systems include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons or by collusion of two or more people. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

We are subject to various legal proceedings, claims and litigation which arise in the ordinary course of operations. We believe we have meritorious defenses against all pending claims and intend to vigorously pursue them. While it is not possible to predict or determine the outcomes of any pending actions, we believe the amount of liability, if any, with respect to such actions, would not materially affect our financial position, results of operations or cash flows.

On August 22, 2017, a putative shareholder class action complaint was filed in the United States District Court for the District of Massachusetts against the Company and each member of the Board, captioned Chris Stallings v. Xcerra Corporation, et al., C.A. No. 1:17-cv-11579. The complaint alleged, among other things, that the Company and each member of the Board violated federal securities laws and regulations by soliciting stockholder votes in connection with the 2017 Merger through a proxy statement that omitted material facts. The parties agreed on certain additional disclosures to the Company’s definitive proxy statement, which were filed on October 3, 2017. The plaintiffs dismissed the complaint on November 1, 2017.

On August 23, 2017, a putative shareholder class action complaint was filed in the United States District Court for the District of Massachusetts against the Company, each member of the Board, Hubei, Unic Capital, Sponsor and Unic Merger Sub, captioned Robert Berg v. Xcerra Corporation et. al., Case No. 1:17-cv-11583. The complaint alleged, among other things, that the Company and each member of the Board violated federal securities laws and regulations by soliciting stockholder votes in connection with the 2017 Merger through a proxy statement that omitted material facts. The parties agreed on certain additional disclosures to the Company’s definitive proxy statement, which were filed on October 3, 2017. The plaintiff dismissed the complaint on November 1, 2017.

On November 10, 2017, a putative shareholder class action complaint was filed in the United States District Court for the District of Massachusetts against the Company and each member of the Board, captioned Waseem Khan v. Xcerra Corporation et. al., Case No. 1:17-cv-12226. The complaint alleged, among other things, that the Company and the Board violated federal securities laws and regulations by soliciting stockholder votes in connection with the 2017 Merger through a proxy statement that included false and misleading material information with respect to the proposed 2017 Merger, which rendered the proxy statement false and misleading. The complaint sought damages. The plaintiff dismissed the suit on March 9, 2018.

Item 1A. Risk Factors

This Quarterly Report includes or incorporates forward-looking statements that involve substantial risks and uncertainties and fall within the meaning of Section 27A of the Securities Exchange Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. You can identify these forward-looking statements by our use of the words “believes,” “anticipates,” “plans,” “expects,” “may,” “will,” “would,” “should,” “intends,” “estimates,” “seeks” or similar expressions, whether in the negative or affirmative. We cannot guarantee that we actually will achieve these plans, intentions or expectations. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included below important factors that we believe could cause our actual results to differ materially from the forward-looking statements that we make. If any of these risks were to occur, our business, financial condition, results of operations or prospects, could be materially and adversely affected. These risks and uncertainties may be interrelated or co-related, and as a result, the occurrence of one risk might directly affect other risks described below, make them more likely to occur or magnify their impact. Moreover, the risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business. We do not assume any obligation to update any forward-looking statement we make.

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The risk factors set forth below with an asterisk (*) next to the title are new risk factors or risk factors containing changes from the risk factors previously disclosed in our Annual Report on Form 10-K.

The proposed 2018 Merger may not be completed within the expected timeframe, or at all, and the failure to complete the 2018 Merger could adversely affect our business and the price of our common stock.*

The closing of the 2018 Merger is subject to various customary conditions, including, among others, (i) the approval of the 2018 Merger Agreement by the affirmative vote of holders two-thirds of the outstanding shares of our common stock, (ii) the approval of the issuance of shares of Parent Common Stock in the 2018 Merger by the affirmative vote of holders of a majority of the outstanding shares of Parent Common Stock, (iii) the expiration or termination of the applicable waiting period under certain antitrust laws, including the Hart Scott Rodino Antitrust Improvements Act of 1976, as amended, (iv) the absence of certain governmental orders prohibiting the 2018 Merger, (v) the effectiveness of the required registration statement on Form S-4 registering the shares of Parent Common Stock issuable in the 2018 Merger, (vi) authorization for listing of the shares of Parent Common Stock issuable in the 2018 Merger on the Nasdaq Global Market, (v) the accuracy of the representations and warranties of each party contained in the 2018 Merger Agreement (subject to certain materiality qualifications), (vi) other customary closing conditions and (vii) each party’s compliance with or performance of the covenants and agreements in the 2018 Merger Agreement in all material respects. Failure to complete the 2018 Merger could adversely affect our business and the market price of our common stock in a number of ways, including:

• our current stock price likely reflects a market assumption that the proposed 2018 Merger will occur, meaning that a failure to complete the proposed 2018 Merger could result in a decline in the price of our common stock;

• we have incurred, and continue to incur, significant transaction costs in connection with the proposed 2018 Merger, for which we will have received little or no benefit if the 2018 Merger is not completed. Many of these costs will be payable even if the 2108 Merger is not completed and may relate to activities that we would not have undertaken other than to complete the 2108 Merger;

• a failed 2018 Merger may result in negative publicity and/or give a negative impression of us in the investment community or business community generally, and could have an adverse effect on our on-going operations including, but not limited to, retaining and attracting employees; and

• if the 2108 Merger Agreement is terminated under specified circumstances, we may be required to pay Parent a termination fee.

The announcement and pendency of our proposed acquisition by Parent could adversely affect our business, financial condition, and results of operations.*

The announcement and pendency of the proposed 2018 Merger could disrupt our business and create uncertainty about it, which could have an adverse effect on our business, results of operations and financial condition, regardless of whether the Merger is completed. These risks to our business, all of which could be exacerbated by a delay in the completion of the 2018 Merger, include:

• diversion of significant management and employee time and resources towards the completion of the 2018 Merger;

• impairment of our ability to attract and retain key personnel;

• inability to take advantage of alternative business opportunities or effectively respond to competitive pressures or industry developments;

• difficulties maintaining relationships with employees, customers and other business partners and suppliers;

• restrictions on the conduct of our business prior to the completion of the 2018 Merger, which prevent us from taking specified actions without the prior consent of Parent, which we might otherwise take in the absence of the 2018 Merger Agreement; and

• potential litigation, if any, relating to the 2018 Merger and the related costs of any such litigation.

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If the 2018 Merger Agreement is terminated, we may, under certain circumstances, be obligated to pay a termination fee to Parent. These costs could require us to use available cash that would have otherwise been available for other uses.*

If the 2018 Merger is not completed, in certain circumstances, we could be required to pay a termination fee of $22.8 million to Parent. If the 2018 Merger Agreement is terminated, the termination fee we may be required to pay under the 2018 Merger Agreement may require us to use available cash that would have otherwise been available for general corporate purposes or other uses. For these and other reasons, termination of the 2018 Merger Agreement could materially and adversely affect our business, results of operations or financial condition, which in turn would materially and adversely affect the price of our common stock.

Our mergers and acquisitions may be costly, be difficult to integrate, disrupt our business, dilute stockholder value, and divert management attention, which may limit our ability to realize the anticipated benefits of such transactions.

We have in the past, and may in the future, seek to acquire or invest in businesses, products, technologies or engineers which could put a strain on our resources, result in one-time charges (such as acquisition-related expenses, write-offs or restructuring charges) or in the future, impairment of goodwill, cause ownership dilution to our stockholders and adversely affect our financial results. Additionally, we may fund future acquisitions by utilizing our cash, raising debt, issuing shares of our common stock, or by other means, which could subject us to the risks described below in “We may need financing, which could be difficult to obtain or limit our operational flexibility.” We have also incurred and may continue to incur certain liabilities or other expenses in connection with acquisitions, which could materially adversely affect our business, financial condition and results of operations.

Mergers and acquisitions of high-technology companies are inherently risky, and future mergers or acquisitions may not be successful and could materially adversely affect our business, operating results or financial condition. Integrating newly acquired businesses, products or technologies into our company could put a strain on our resources, could be expensive and time consuming, may cause delays in product delivery and might not be successful. Future acquisitions and investments could divert management’s attention from other business concerns and expose our business to unforeseen liabilities (including liabilities related to acquired intellectual property and other assets), unanticipated costs associated with transactions, and risks associated with entering new markets. In addition, we might lose key employees while integrating new organizations. We might not be successful in integrating any acquired businesses, products and product development projects, technologies, personnel, operations, or systems, and might not achieve anticipated revenues and cost benefits. Investments that we make may not result in a return consistent with our projections upon which such investments are made, or may require additional investment that we did not originally anticipate. In addition, future acquisitions could result in customer dissatisfaction, performance problems with an acquired company, potentially dilutive issuances of equity securities or the incurrence of debt, contingent liabilities, possible impairment charges related to goodwill or other intangible assets or other unanticipated events or circumstances, any of which could harm our business, financial condition, results of operations, and could cause the price of our common stock to decline.

Our primary market is the highly volatile semiconductor industry, which causes significant fluctuations in our financial results.

We sell capital equipment and peripheral connectivity products to companies that design, manufacture, assemble, and test semiconductor devices. The semiconductor industry is highly volatile, causing significant fluctuations on our financial results. Our business typically is negatively impacted in the second quarter of each fiscal year due to weak seasonality that occurs at this time of the year. The ability to forecast the business outlook for our industry is typically limited to three months. Regardless of our outlook and forecasts, any failure to expand in cycle upturns to meet customer demand and delivery requirements or contract in cycle downturns at a pace consistent with the industry could have an adverse effect on our business.

Any significant downturn in the markets for our customers’ semiconductor devices or in general economic conditions would likely result in a reduction in demand for our products and would negatively impact our business. Downturns in the semiconductor test equipment and electronics manufacturing industries have been characterized by diminished product demand, excess production capacity, accelerated erosion of selling prices and excessive inventory levels. We believe the markets for newer generations of semiconductor devices and electronic products will also have similar characteristics. Our market is also characterized by rapid technological change and changes in customer demand. In the past, we have experienced delays in purchase commitments, delays in collecting accounts receivable and significant declines in demand for our products during these downturns, and we may not be able to maintain or exceed our current level of sales.

Additionally, as a capital equipment provider, our revenue is driven by the capital expenditure budgets and spending patterns of our customers who often delay or accelerate purchases in reaction to variations in their businesses. Because a high portion of our costs are fixed, we are limited in our ability to reduce expenses and inventory purchases quickly in response to decreases in orders and revenues. In an economic contraction, we may not be able to reduce our significant fixed costs, such as continued investment in research and development, capital equipment requirements and materials purchased from our suppliers.

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The market for capital equipment is highly concentrated, and we have limited opportunities to sell our products.

The semiconductor and electronics manufacturing industries are highly concentrated, and a small number of semiconductor device manufacturers, contract assemblers, and electronics manufacturers account for a substantial portion of the purchases of capital equipment generally, including our equipment. We expect customer concentration to increase because of continuing consolidation in the semiconductor manufacturing industry. Our top customer in fiscal 2017, fiscal 2016 and fiscal 2015 was Spirox, which accounted for 15%, 19%, and 13%, respectively, of our net sales in those years. Sales to the top ten customers were 59%, 55%, and 54% of net sales in fiscal 2017, fiscal 2016, and fiscal 2015, respectively. Our customers may cancel orders with few or no penalties. If a major customer reduces orders for any reason, our revenues, operating results, and financial condition may be negatively affected.

Our ability to increase our sales will depend, in part, on our ability to obtain orders from new customers. Semiconductor and electronics manufacturers typically select a particular vendor’s product for testing and handling its new generations of a device and make substantial investments to develop related test program applications and interfaces. Once a manufacturer has selected a test and/or handling system vendor for a new generation of a device, that manufacturer is more likely to purchase systems from that vendor for that generation of the device, and, possibly, subsequent generations of that device as well. Additionally, the continuing consolidation in the semiconductor manufacturing industry may slow or change capital equipment purchase decisions by customers. Therefore, the opportunities to obtain orders from new customers or existing customers that have combined with other companies may be limited, which may impair our ability to grow our revenue.

Our debt and financial obligations could adversely affect our financial condition and ability to operate our business, we may not be able to pay our debt and other obligations, and we may incur additional debt.*

As of April 30, 2018, our outstanding indebtedness was approximately $2.5 million. Our existing indebtedness and any additional indebtedness that we may incur in the future could have important consequences, including:

• making it more difficult for us to satisfy our obligations under our debt agreements, including financial and operational restrictions;

• making it difficult for us to obtain any necessary future financing for working capital, capital expenditures, debt service requirements or other purposes;

• limiting our future ability to refinance our indebtedness on terms acceptable to us or at all;

• requiring us to dedicate a substantial portion of any cash flow from operations to pay principal and interest on our indebtedness, thereby reducing the amount of cash flow available for other purposes, including capital expenditures;

• limiting our flexibility in planning for, or reacting to changes in, our business and the industries in which we compete;

• placing us at a possible competitive disadvantage with respect to less leveraged competitors and competitors that have better access to capital resource; and

• making us more vulnerable in the event of a downturn in our business.

Our debt level and the terms of our financing arrangements could adversely affect our financial condition and limit our ability to successfully implement our growth strategy.

We may need additional financing, which could be difficult to obtain or limit our operational flexibility.*

We believe our cash, cash equivalents, and marketable securities balance of $179.1 million as of April 30, 2018 will be sufficient to fund our ongoing operations and inorganic business growth opportunities, for at least the next twelve months. However, we may need to raise additional funds in the future and, in such event, we may not be able to obtain such financing on favorable terms, if at all.

Further, if we issue additional equity or equity-linked securities to obtain financing, stockholders may experience dilution. If we incur substantial additional indebtedness in the future, the risks described above under “Our substantial debt and financial obligations could adversely affect our financial condition and ability to operate our business, we may not be able to pay our debt and other obligations, and we may incur additional debt” would intensify.

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Our sales and operating results have fluctuated significantly from period to period, including from one quarter to another, and they may continue to do so.

Our quarterly and annual operating results are affected by a wide variety of factors that have had and could continue to have material and adverse effects on our financial condition and stock price or lead to significant variability in our operating results or our stock price, including the following:

• the fact that sales of a limited number of test systems may account for a substantial portion of our net sales in any particular fiscal quarter;

• order cancellations by customers;

• lower gross margins in any particular period due to changes in:

• our product mix;

• the configurations of test systems sold;

• the customers to whom we sell our test systems; or

• volume;

• a long sales cycle due to the significant investment made by our customers in installing our test systems and the time required to incorporate our systems into our customers’ design or manufacturing process; and

• changes in the timing of product orders due to:

• unexpected delays in the introduction of products by our customers,

• excess production capacity by our customers,

• shorter than expected lifecycles of our customers’ semiconductor devices,

• uncertain market acceptance of products developed by our customers, or

• our own research and development.

We cannot predict the impact of these and other factors on our sales and operating results in any future period. Results of operations in any period, therefore, should not be considered indicative of the results to be expected for any future period. Because of this difficulty in predicting future performance, our operating results may fall below expectations of securities analysts or investors in some future quarter or quarters. Our failure to meet these expectations would likely adversely affect the market price of our common stock.

A substantial amount of the shipments of our systems for a particular quarter may occur late in the quarter. Our shipment pattern may expose us to significant risks of not meeting our expected financial results for each quarter in the event of problems during the complex process of final, test and acceptance prior to revenue recognition. If we were to experience problems of this type late in our quarter, shipments could be delayed and our operating results could fall below expectations.

Our dependence on Spirox Corporation as a distributor in China and Taiwan.

We rely on Spirox Corporation (“Spirox”) as our primary distribution channel for sales and service in China and Taiwan for our Semiconductor Test Solutions products, which is a region that represents a material portion of our revenues. Spirox has direct contact with our customers, and during the term of our distributor relationship Spirox is obligated to satisfy all installation and service obligations for the Semiconductor Test Solutions products. Our reliance on Spirox give us less control over our sales and distribution channel in China and Taiwan. Our business and financial performance arising from the China and Taiwan region can be negatively impacted by many factors relating to Spirox, including if:

• Spirox is ineffective in its sales or service efforts;

• Spirox incurs difficulties in staffing and / or training;

• Spirox, for any reason, does not satisfy its obligations to customers in China and Taiwan or to us; or

• The distributor relationship between the Company and Spirox deteriorates.

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Our dependence on subcontractors and sole source suppliers may prevent us from delivering an acceptable product on a timely basis.

We rely on one subcontractor to manufacture our test systems and multiple other subcontractors for the manufacture of the components and subassemblies used to produce our test systems. Certain of the suppliers for certain components and subassemblies are sole source suppliers. We have no long term supply agreements with our test system contract manufacturers and purchase products through individual purchase orders. For all of our products, we may be required to qualify new or additional subcontractors and suppliers due to capacity constraints, competitive or quality concerns or other risks that may arise, including as a result of a change in control of, or deterioration in the financial condition of, a supplier or subcontractor. The process of qualifying subcontractors and suppliers is lengthy. Our reliance on subcontractors gives us less control over the manufacturing process and exposes us to significant risks, especially inadequate capacity, late delivery, substandard quality, and high costs. In addition, the manufacture of certain of these components and subassemblies is an extremely complex process. If a supplier became unable to provide parts in the volumes needed, at the required standards of quality or at an acceptable price, we would have to identify and qualify acceptable replacement parts from alternative sources of supply or manufacture such components or subassemblies internally. The failure to qualify acceptable replacement subcontractors or suppliers quickly would delay the manufacturing and delivery of our products, which could cause us to lose revenues and customers.

We also may be unable to engage alternative sources for the production of our products on a timely basis or upon terms favorable to us, if at all. If we are required for any reason to seek a new manufacturer of our products, an alternate manufacturer may not be available and, in any event, transitioning to a new manufacturer would require a significant lead time of nine months or more and would involve substantial expense and disruption of our business. Our test systems are highly sophisticated and complex capital equipment, with many custom components, and final assembly requires specific technical know-how and expertise. These factors could make it more difficult for us to find a new manufacturer of our systems if our relationship with our outsource suppliers is terminated for any reason, which would cause us to lose revenues and customers.

We are dependent on certain semiconductor device manufacturers as sole source suppliers of certain sub-assemblies and components used in our test systems which are manufactured in accordance with our proprietary design and specifications. We have no written supply agreement with these sole source suppliers and purchase our custom components through individual purchase orders. If one of our sole source suppliers were to fail to produce or provide the parts they agreed to build for us at the specifications, price or volume required, we would face a significant delay in the final production of our products because we do not have redundant capacity available, and our revenue and results of operations would be materially and adversely affected.

Compliance with current and future environmental regulations may be costly and disruptive to our operations.

We may be subject to environmental and other regulations due to our production and marketing of products in certain states and countries that limit or restrict the amount of hazardous material in certain electronic components such as PCBs. One such regulation is Directive 2002/95/EC of the European Parliament and of the Council of 27 January 2003 that restricts the use of certain hazardous substances in electrical and electronic equipment. “RoHS” is short for restriction of hazardous substances. The RoHS Directive banned the placing on the European Union market of new electrical and electronic equipment containing more than agreed levels of lead, cadmium, mercury, hexavalent chromium, polybrominated biphenyl and polybrominated diphenyl ether , except where exemptions apply, from July 1, 2006. Manufacturers are required to ensure that their products, including their constituent materials and components, do not contain more than the minimum levels of the nine restricted materials in order to be allowed to export goods into the Single Market (i.e. of the European Community’s 28 Member States). Any interruption in supply due to the unavailability of restriction free products could have a significant impact on the manufacturing and delivery of our products. If a supplier became unable to provide parts in the volumes needed or at an acceptable price, we would have to identify and qualify acceptable replacements from alternative sources of supply or manufacture such components internally. As previously discussed, the failure to qualify acceptable replacements quickly would delay the manufacturing and delivery of our products, which could cause us to lose revenues and customers.

Regulations related to conflict minerals may adversely affect us.

The U.S. Securities and Exchange Commission has adopted disclosure rules for companies that use conflict minerals in their products, with substantial supply chain verification requirements in the event that the materials come from, or could have come from, the Democratic Republic of the Congo or adjoining countries. These rules and verification requirements, which have applied to our activities since 2013 and will apply to our activities going forward, impose additional costs on us and on our suppliers, and may limit the sources or increase the prices of materials used in our products. Further, if we are unable to certify that our products are conflict free, we may face challenges with our customers, which could place us at a competitive disadvantage, and our reputation may be harmed.

We may not be able to deliver custom hardware options and related applications to satisfy specific customer needs in a timely manner.

The success of our business relies in substantial part on our ability to develop and deliver customized hardware and applications to meet our customers’ specific requirements. Our equipment may fail to meet our customers’ technical or cost requirements and may be replaced by competitive equipment or an alternative technology solution. Our inability to provide a test system that meets requested

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performance criteria when required by a device manufacturer would severely damage our reputation with that customer. This loss of reputation together with the risks discussed above under, “The market for capital equipment is highly concentrated, and we have limited opportunities to sell our products” may make it substantially more difficult for us to sell systems to that manufacturer for a number of years. We have, in the past, experienced delays in introducing some of our products and enhancements.

Our dependence on international sales and non-U.S. suppliers involves significant risk.

International sales have constituted a significant portion of our revenues in recent years, and we expect that to continue. International sales accounted for 82% of our revenues for fiscal 2017, 82% of our revenues for fiscal 2016, and 79% of our revenues for fiscal 2015. In addition, we rely on non-U.S. suppliers for several components of the equipment we sell. As a result, a major part of our revenues and the ability to manufacture our products are subject to the risks associated with international commerce. These international relationships make us particularly sensitive to economic, political, regulatory and environmental changes in the countries from which we derive sales and obtain supplies. Our sole source final assembly manufacturing supplier for our test systems in Malaysia increases our exposure to these types of international risks. International sales and our relationships with suppliers may be hurt by many factors, including:

• changes in general economic, industry and market conditions and trends in economies outside the United States, , uncertainty arising from the June 2016 referendum vote in the United Kingdom in favor of exiting the European Union and heightened economic and political uncertainty within and among other European Union member states;

• changes in law or policy resulting in burdensome government controls, tariffs, restrictions, embargoes or export license requirements;

• political and economic instability in our target international markets;

• longer payment cycles common in foreign markets;

• difficulties of staffing and managing our international operations;

• less favorable foreign intellectual property laws making it harder to protect our technology from appropriation by competitors;

• difficulties collecting our accounts receivable;

• the impact of the Foreign Corrupt Practices Act of 1977 and similar laws; and

• adverse weather and climate events.

The current U.S. President and his Administration, and some members of the current U.S. Congress, have signaled a willingness to revise, renegotiate, or terminate various multilateral trade agreements under which U.S. companies currently exchange products and services around the world, and to impose new taxes on certain goods imported into the U.S. Since we rely upon non-U.S. suppliers for several components of the equipment we sell, such steps, if adopted, could make our products more expensive and potentially less competitive in certain markets. Such steps, if adopted, could also lead to retaliatory actions by other countries, which could make it more difficult to sell our products in those countries, or make our products more expensive and less competitive in those foreign markets. It is not known what specific measures might be proposed or how they would be implemented or enforced. There can be no assurance that pending or future legislation or executive action in the United States that could significantly increase our cost of manufacturing and, consequently, adversely affect our business, financial condition or results of operations, will not be enacted.

In addition, in the past, we have incurred expenses to meet new regulatory requirements in Europe, experienced periodic difficulties in obtaining timely payment from non-U.S. customers, and been affected by economic conditions in several Asian countries. Some of our foreign sales are invoiced and collected in USD. A strengthening in the USD relative to the currencies of those countries where we do business would increase the prices of our products as stated in those currencies and could hurt our sales in those countries. Significant fluctuations in the exchange rates between the USD and foreign currencies could cause us to lower our prices and thus reduce our profitability. These fluctuations could also cause prospective customers to push out or delay orders because of the increased relative cost of our products. In the past, there have been significant fluctuations in the exchange rates between the USD and the currencies of countries in which we do business. From time to time we may enter into foreign currency hedging arrangements.

Our market is highly competitive, and we have limited resources to compete.

The semiconductor equipment and electronics manufacturing industries are highly competitive in all areas of the world. There are other domestic and foreign companies that participate in the markets for each of our products. Our competitors include Advantest Corporation, Teradyne Inc., Johnstech, MicroCraft, Cohu, Inc., SPEA, Shenzhen Mason Electronics Co., Ltd., Bojay, OXO, Sanmina, Interconnect Devices, Inc., QA Technology, and Ingun. Some of these competitors have substantially greater financial resources and more extensive engineering, manufacturing, marketing, and customer support capabilities than we have.

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We expect our competitors to enhance their current products and to introduce new products that may have comparable or better price and performance. The introduction of competing products could hurt sales of our current and future products. In addition, new competitors, including semiconductor and electronics manufacturers themselves, may offer new technologies, which may in turn reduce the value of our products. Increased competition could lead to intensified price-based competition, which would hurt our business and results of operations. Unless we are able to invest significant financial resources in developing products and maintaining customer support centers worldwide, we may not be able to compete effectively.

We are exposed to the risks associated with the volatility of the U.S. and global economies.

Slow or negative growth in the domestic or global economies may continue to materially and adversely affect our business, financial condition and results of operations for the foreseeable future. The strength of the domestic and global economies impact business capital spending and the sale of electronic goods and information technology equipment, which impacts our sales, revenues, and profits. The lack of visibility regarding whether there will be sustained growth in domestic and global economies creates uncertainty regarding the amount of our sales, and underscores the need for caution in predicting growth in the semiconductor test equipment industry in general and in our revenues and profits specifically. Our results of operations would be further adversely affected if we were to experience lower than anticipated order levels, cancellations of orders in backlog, extended customer delivery requirements or pricing pressure as a result of a slowdown. At lower levels of revenue, there is a higher likelihood that these types of changes in our customers’ requirements would adversely affect our results of operations because in any particular quarter a limited number of transactions accounts for an even greater portion of sales for the quarter.

Development of our products requires significant lead-time and expenditures, and we may fail to correctly anticipate the technical needs of our customers.

Our systems are used by our customers to develop, test and manufacture their new semiconductor and electronics devices. We therefore must anticipate industry trends and develop products in advance of the commercialization of our customers’ semiconductor and electronics devices, requiring us to make significant capital investments to develop new equipment for our customers well before their devices are introduced. If our customers fail to introduce their devices in a timely manner or the market does not accept their devices, we may not recover our capital investment, in whole or in part. In addition, even if we are able to successfully develop enhancements or new generations of our products, these enhancements or new generations of products may not generate revenue in excess of the costs of development, and they may be quickly rendered obsolete by changing customer preferences or the introduction of products embodying new technologies or features by our competitors. Furthermore, if we were to make announcements of product delays, or if our competitors were to make announcements of new systems, these announcements could cause our customers to defer or forego purchases of our systems, which would also hurt our business.

We may not be able to recover capital expenditures.

We continue to make capital expenditures in the ordinary course of our business. We may not be able to recover the expenditures for capital projects within the assumed timeframe, or at all, which may have an adverse impact on our profitability.

We have significant guarantees, indemnification and customer confidentiality obligations.

From time to time, we make guarantees to customers regarding the delivery and performance of our products and guarantee certain indebtedness, performance obligations or lease commitments of our subsidiary and affiliate companies. We also have agreed to provide indemnification to our officers, directors, employees and agents, to the extent permitted by law, arising from certain events or occurrences while the officer, director, employee or agent, is or was serving at our request in such capacity. Additionally, we have confidentiality obligations to certain customers. If we become liable under any of these obligations, it could materially and adversely affect our business, financial condition or operating results.

Our success depends on attracting and retaining key personnel.

Our success depends substantially upon the continued service of our executive officers and key personnel, none of whom is bound by an employment or non-competition agreement. Our success also depends on our ability to attract and retain highly qualified managers and technical, engineering, marketing, sales and support personnel. Competition for such specialized personnel is intense, and it may become more difficult for us to hire or retain them. Our volatile business cycles only aggravate this problem. If we implement layoffs during an industry downturn, our ability to hire or retain qualified personnel may be diminished. Our business, financial condition and results of operations could be materially adversely affected by the loss of any of our key employees, by the failure of any key employee to perform in his or her current position, or by our inability to attract additional skilled employees.

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We may not be able to protect our intellectual property rights.

Our success depends in part on our ability to obtain intellectual property rights and licenses and to preserve other intellectual property rights covering our products and development and testing tools. To that end, we have obtained certain domestic and international patents and may continue to seek patents on our inventions when appropriate. We have also obtained certain trademark registrations. The process of seeking intellectual property protection can be time consuming and expensive. We cannot ensure that:

• patents will issue from currently pending or future applications;

• our existing patents or any new patents will be sufficient in scope or strength to provide meaningful protection or any commercial advantage to us;

• foreign intellectual property laws will protect our intellectual property rights; or

• others will not independently develop similar products, duplicate our products or design around our technology.

If we do not successfully enforce our intellectual property rights, our competitive position could suffer, which could harm our operating results. We also rely on trade secrets, proprietary know-how and confidentiality provisions in agreements with employees and consultants to protect our intellectual property. Other parties may not comply with the terms of their agreements with us, and we may not be able to adequately enforce our rights against these parties.

Third parties may claim we are infringing their intellectual property, and we could incur significant litigation costs and licensing expenses or be prevented from selling our products.

Intellectual property rights are uncertain and involve complex legal and factual questions. We may be unknowingly infringing on the intellectual property rights of others and may be liable for that infringement, which could result in a significant liability for us. If we do infringe the intellectual property rights of others, we could be forced to either seek a license to intellectual property rights of others or alter our products so that they no longer infringe the intellectual property rights of others. A license could be very expensive to obtain or may not be available at all. Similarly, changing our products or processes to avoid infringing the rights of others may be costly or impractical.

If we were to become involved in a dispute regarding intellectual property, whether ours or that of another company, we may have to participate in legal proceedings. These types of proceedings may be costly and time consuming for us, even if we eventually prevail. If we do not prevail, we might be forced to pay significant damages, obtain licenses, modify our products or processes, stop making products or stop using processes.

In the future we may be subject to litigation that could have an adverse effect on our business.

From time to time, we may be subject to litigation or other administrative and governmental proceedings that could require significant management time and resources and cause us to incur expenses and, in the event of an adverse decision, pay damages in an amount that could have a material adverse effect on our financial position or results of operations.

Product defects and any damages stemming from product liability could harm our reputation among existing and potential customers and could have a material adverse effect upon our business results and financial condition

We cannot guarantee that there are no defects in the products we manufacture or that our product liability insurance will sufficiently cover the ultimate amount of any damages caused by such defects. Large scale accidents due to product defects or any discovery of defects in our products could harm our reputation, result in claims for damages, and have a material adverse effect upon our business results and financial condition.

Our operations and the operations of our customers and suppliers are subject to risks of natural catastrophic events, widespread health epidemics, acts of war, and the threat of domestic and international terrorist attacks, any one of which could result in cancellation of orders, delays in deliveries or other business activities, or loss of customers and could negatively affect our business and results of operations.

Our operations and those of our customers and suppliers are subject to disruption for a variety of reasons, including work stoppages, acts of war, terrorism, health epidemics, fires, earthquakes, hurricanes, volcanic eruptions, energy shortages, telecommunication failures, tsunamis, flooding or other natural disasters. Such disruption could materially increase our costs and expenses as well as cause delays in, among other things, shipments of products to our customers, our ability to perform services requested by our customers, or the installation and acceptance of our products at customer sites. Any of these conditions could have a material adverse effect on our business, financial conditions or results of operations.

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Damage, interference or interruption to our information technology networks and systems could hinder business continuity and lead to substantial costs or harm to our reputation.

We rely on various information technology networks and systems, some of which are managed by third parties, to process, transmit and store electronic information, including confidential data, and to carry out and support a variety of business activities, including manufacturing, research and development, supply chain management, sales and accounting. Attacks by hackers or computer viruses, wrongful use of the information security system, careless use, accidents or disasters could undermine the defenses we have established for these systems and disrupt business continuity, which could not only risk leakage or tampering of information but could also result in a legal claim, litigation, damages liability or an obligation to pay fines. If this were to occur, our reputation could be harmed, we could incur substantial costs, and it may have a material adverse effect upon our financial condition and results of operation.

Our stock price can be volatile.*

In the nine months ended, our stock price ranged from a low of $9.20 to a high of $13.29. The volatility may have been a reflection of the assumptions regarding the closing of the 2017 Merger, the market impacts following the termination of the 2017 Merger Agreement, and the assumptions regarding the closing of the 2018 Merger. If the 2018 Merger is not completed, the price of our common stock likely will be subject to wide fluctuations in response to a number of events and factors, such as:

• quarterly variations in operating results;

• variances of our quarterly results of operations from securities analysts’ estimates;

• changes in financial estimates and recommendations by securities analysts;

• announcements of technological innovations, new products, acquisitions or strategic alliances; and

• news reports relating to trends in our markets.

In addition, the stock market in general, and the market prices for semiconductor-related and electronics manufacturing companies in particular, have experienced significant price and volume fluctuations that often have been unrelated to the operating performance of the companies affected by these fluctuations. These broad market fluctuations may adversely affect the market price of our common stock, regardless of our operating performance.

We may record impairment charges, which would adversely impact our results of operations.

We review our goodwill and indefinite-lived intangible assets for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be recoverable, in accordance with FASB ASC 350, Intangibles—Goodwill and Other to the FASB ASC. We also review our other long lived assets for impairment whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be recoverable.

One potential indicator of goodwill impairment is whether our fair value, as measured by our market capitalization, has remained below our net book value for a significant period of time. Whether our market capitalization triggers an impairment charge in any future period will depend on the underlying reasons for the decline in stock price, the significance of the decline, and the length of time the stock price has been trading at such prices.

In the event that we determine in a future period that impairment exists for any reason, we would record an impairment charge, which would reduce the underlying asset’s value in the period such determination is made, which would adversely impact our financial position and results of operations.

Internal control deficiencies or weaknesses that are not yet identified could emerge.

Over time we may identify and correct deficiencies or weaknesses in our internal controls and, where and when appropriate, report on the identification and correction of these deficiencies or weaknesses. However, our internal control procedures can provide only reasonable, and not absolute, assurance that deficiencies or weaknesses are identified. Deficiencies or weaknesses that have not been identified by us could emerge and the identification and correction of these deficiencies or weaknesses could have a material impact on our results of operations. If our internal control over financial reporting are not considered adequate, we may experience a loss of public confidence, which could have an adverse effect on our business and stock price.

Fluctuation in foreign currency exchange rates may adversely affect our results of operations and financial position.

Our results of operations and financial position could be adversely affected as a result of adverse fluctuations in foreign currency exchange rates that reduce the purchasing power of the USD, increase our costs and expenses and otherwise harm our business. Although our financial statements are denominated in USD, a sizable portion of our revenues and costs are denominated in other

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currencies, primarily the Euro. Any hedging strategies that we may use in an effort to reduce the adverse impact of fluctuations in foreign currency exchange rates may not be successful. In addition, our foreign currency exposure on assets and liabilities for which we do not hedge could have a material impact on our results of operations in periods when the USD significantly fluctuates in relation to unhedged non-U.S. currencies in which we transact business.

We are a multinational organization subject to taxation in many jurisdictions with increasingly complex tax laws, and we could be obligated to pay additional taxes in various jurisdictions, including in the United States.

As a multinational organization, we are subject to taxation in jurisdictions around the world with increasingly complex tax laws, the application of which can be uncertain. The amount of taxes we pay in these jurisdictions could increase substantially as a result of changes in the applicable tax principles, including increased tax rates, new tax laws or revised interpretations of existing tax laws and precedents, which could have a material adverse effect on our liquidity and operating results. In addition, the authorities in these jurisdictions could review our tax returns and impose additional tax, interest and penalties, and the authorities could claim that various withholding requirements apply to us or our subsidiaries or assert that benefits of tax treaties are not available to us or our subsidiaries, any of which could have a material impact on us and the results of our operations.

There is growing pressure in many jurisdictions (including the United States) and from multinational organizations such as the Organization for Economic Co-operation and Development, or OECD, and the European Union, or EU, to amend existing international tax rules in order to render them more responsive to current global business practices. For example, the OECD has released guidance relating to various international tax related topics in an initiative referred to as Base Erosion and Profit Shifting, or BEPS, that aims to standardize and modernize global tax policy. Depending on the final form of the BEPS guidance and the legislation ultimately enacted by the OECD members, BEPS could have material adverse consequences on our effective tax rate, the amount of tax we pay and on our financial position and results of operations.

On December 22, 2017, the Tax Cuts and Jobs Act ( “Act”) was enacted into law in the United States. This law may have a significant impact on our U.S. taxes. This Act will significantly impact how U.S. multinational corporations are taxed on foreign earnings. The Act also includes significant changes to the U.S. corporate income tax system, such as reducing the U.S. federal corporate tax rate from 35.0% to 21.0% as of January 1, 2018; shifting to a modified territorial tax regime which requires companies to pay a transition tax on earnings of certain foreign subsidiaries that were previously tax deferred; and imposing new taxes on certain foreign-sourced earnings. We have not fully completed our analysis of all the tax effects of the enactment of the Act. Our provisional tax amounts recorded are based on our reasonable estimate until we fully complete our assessment and we may need additional information to complete our assessment. We are still evaluating the tax provisions related to Global Intangible Low-Taxed Income (“GILTI”) and we have not made a policy election on how to account for the GILTI provisions of the Act as allowed by the U.S. generally accepted accounting standards. Our selection of an accounting policy with respect to the new GILTI tax rules will depend, in part, on analyzing our global income to determine whether we expect to have future U.S. inclusions in taxable income related to GILTI and, if so, what the impact is expected to be. We will continue to refine our estimates related to the impact of the Act during the one year measurement period allowed under Staff Accounting Bulletin 118 (“SAB 118”).

In addition, the recent U.S. tax law changes are subject to further interpretations from the U.S. federal and state governments and regulatory organizations, such as Treasury Department and/or IRS and this could change our U.S. tax liabilities based on updated guidance and interpretations.

Although we monitor these developments, it is very difficult to assess to what extent these changes may be implemented in the United States and other jurisdictions in which we conduct our business or may impact the way in which we conduct our business or our effective tax rate due to the unpredictability and interdependence of these potential changes. Changes in tax laws and related regulations and practices could have a material adverse effect on our business operations, effective tax rate and financial position and results of operations.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Stock Repurchases

The following table provides information regarding repurchases of common stock made by us from the inception of our stock repurchase program on September 3, 2015 through April 30, 2018:

Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)(2)		Remaining Dollar Value that May Yet Be Purchased Under the Plans or Programs (excluding commissions)
Inception of 2015 program—9/3/2015		—	$	—		—	$	30,000,000
Three months ended 10/31/2015		1,206,605	$	6.12		1,206,605	$	22,622,937
Three months ended 1/31/2016		750,128	$	6.11		750,128	$	18,046,697
Three months ended 4/30/2016		—	$	—		—	$	18,046,697
Three months ended 7/31/2016		—	$	—		—	$	18,046,697
Twelve months ended 7/31/2017		—	$	—		—	$	18,046,697
Nine months ended 4/30/2018		—	$	—		—	$	18,046,697
Total		1,956,733	$	6.12		1,956,733

(1) On September 3, 2015, our Board of Directors authorized a stock repurchase program, pursuant to which we are authorized to repurchase up to $30 million of our common stock from time to time in open market transactions (the “2015 Plan”). This repurchase program supersedes the 2011 repurchase program that was announced on September 15, 2011 (the “2011 Plan”), and as a result there are no shares available for repurchase under the 2011 Plan. As of April 30, 2018 we have repurchased 1,956,733 shares for approximately $12.0 million under the 2015 Plan.

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Item 6. Exhibits

Exhibit Number	Description
3.1	Restated Articles of Organization, as amended (incorporated by reference to Exhibit 3.1 to the Registrant’s Annual Report on Form 10-K for the year ended July 31, 2015)
3.2	By-law, as amended (incorporated by reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K for the year ended July 31, 2015)
10.1	Termination Agreement, dated as of February  22, 2018, by and between Hubei Xinyan Equity Investment Partnership (Limited Partnership) and Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed February 22, 2018)
31.1*	Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act
31.2*	Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act
32*	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith

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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 thereunto duly authorized.

	Xcerra Corporation
Date: June 11, 2018	By:	/s/ MARK J. GALLENBERGER
		Mark J. Gallenberger
		Senior Vice President, Chief Operating Officer, Chief Financial Officer and Treasurer (Principal Financial Officer)

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EX-31.1

Exhibit 31.1

Rule 13a-14(a) CERTIFICATION

I, David G. Tacelli, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Xcerra Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ DAVID G. TACELLI

David G. Tacelli

President and Chief Executive Officer

(Principal Executive Officer)

Dated: June 11, 2018

EX-31.2

Exhibit 31.2

Rule 13a-14(a) CERTIFICATION

I, Mark J. Gallenberger, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Xcerra Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ MARK J. GALLENBERGER

Mark J. Gallenberger

Senior Vice President, Chief Operating Officer,

Chief Financial Officer and Treasurer

(Principal Financial Officer)

Dated: June 11, 2018

EX-32

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. §1350

In connection with the Quarterly Report on Form 10-Q of Xcerra Corporation (the “Company”) for the three months ended April 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned hereby certifies, pursuant to 18 U.S.C. Section 1350, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ DAVID G. TACELLI

David G. Tacelli

Chief Executive Officer and President

(Principal Executive Officer)

Dated: June 11, 2018

/s/ MARK J. GALLENBERGER

Mark J. Gallenberger

Senior Vice President, Chief Operating Officer,

Chief Financial Officer and Treasurer

(Principal Financial Officer)

Dated: June 11, 2018