Hollysys Automation Technologies Reports Unaudited Financial Results for the Fiscal year and the Fourth Quarter Ended June 30, 2019

Fiscal Year 2019 Financial Highlights

    --  Non-GAAP net income attributable to Hollysys was $126.2 million, an
        increase of 15.9% compared to the prior year.
    --  Total revenues were $570.3 million, an increase of 5.5% compared to the
        prior year.
    --  Non-GAAP gross margin was at 37.1%, compared to 38.2% for the prior
        year.
    --  Non-GAAP diluted EPS was $2.07, an increase of 16.3% compared to the
        prior year.
    --  Net cash provided by operating activities was $100.5 million for the
        fiscal year 2019.
    --  DSO of 180 days, compared to 174 days for the prior year.
    --  Inventory turnover days of 55 days, compared to 58 days for the prior
        year.

Fourth Quarter of Fiscal Year 2019 Financial Highlights

    --  Non-GAAP net income attributable to Hollysys was $25.7 million, a
        decrease of 10.1% compared to the comparable prior year period.
    --  Total revenues were $157.0 million, an increase of 6.6% compared to the
        comparable prior year period.
    --  Non-GAAP gross margin was at 34.0%, compared to 39.6% for the comparable
        prior year period.
    --  Non-GAAP diluted EPS was $0.42, a decrease of 8.7% compared to the
        comparable prior year period.
    --  Net cash provided by operating activities was $13.8 million for the
        current quarter.
    --  DSO of 160 days, compared to 166 days for the comparable prior year
        period.
    --  Inventory turnover days of 42 days, compared to 59 days for the
        comparable prior year period.

BEIJING, Aug. 14, 2019 /PRNewswire/ -- Hollysys Automation Technologies Ltd. (NASDAQ: HOLI) ("Hollysys" or the "Company"), a leading provider of automation and control technologies and applications in China, today announced its unaudited financial results for fiscal year 2019 and the fourth quarter ended June 30, 2019 (see attached tables). The management of Hollysys, stated:

IA business finished the fiscal year with revenue and contract at $233.8 million and $291.3 million, achieving 4.0% and 2.5% YOY growth respectively. For the quarter, revenue and new contract were $66.6 million and $83.9 million, representing 4.0% and 0.9% YOY growth respectively. We continued our effort in market penetration and addressing the demand from current customer base. Within high-end coal fire market, we signed contracts to provide DEH (Digital Electric Hydraulic Control System) to Guohua Jinjie 2*660MW and Huaneng Shengli 2*660MW power stations. Despite slowdown in coal fire, we continued to explore opportunities in new energy, and managed to maintain our leading position, especially in garbage power. In the chemical and petrochemical industries, we have optimized our team to facilitate market penetration and comprehensive solution offering in different sub-verticals. Meanwhile, our milestone Zhong'an coal-chemical project is approaching its completion. We provided in total over 70,000 DCS control points and the execution of the project last for more than two years. Our capability has been highly praised by our client and we believe this project will help build up our reputation as a competitive solution provider for large-size projects and high-end clients in the industry. The momentum of after-sales services continued, driven by the demand from rebuilding and upgrade. We are also improving internal coordination when connecting with our customer base. Through visiting our clients in a team of members from different product divisions, we hope to create better engagement and explore the opportunities of cross-selling. Furthermore, we are actively promoting our smart plant initiatives through direct communication with key potential clients as well as open marketing activities involving clients, governments and other industry players.

Rail business finished the fiscal year with revenue and contract at $208.9 million and $340.3 million, recording 9.6% and 37.7% YOY growth respectively. For the last quarter, revenue and contract were $48.3 million and $60.8 million, representing 19.6% and 4.6% YOY growth respectively. We signed several contracts to provide ATP advanced maintenance to local railway bureaus. Going forward and given a visible long-term railway construction plan, we will continue to adhere to the diversity strategy for stable and healthy growth and to improve our local service network for more value-adding and differentiated services. With urbanization as an ongoing process, we will keep leveraging our strong R&D capacity and prepare for the application of various types of railway transportation systems in the future.

In our overseas business, M&E finished the fiscal year with revenue and contract at $127.6 million and $93.4 million, recording 1.8% YOY growth and 9.1% YOY decrease respectively. For the quarter, revenue and contract were $42.1 million and $25.2 million, representing 1.7% and 37.0% YOY decrease. Given the macro economy in Southeast Asia and the Middle East, risk control remains to be the key focus of our M&E business. Going forward, we will continue our effort in developing partnership with key EPC players, and strengthening localization in manufacture, marketing and services.

Fiscal year and the Fourth Quarter Ended June 30, 2019 Unaudited Financial Results Summary

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





           
              
                (In USD thousands, except for number of shares and per share data)



    ---

                                                                                                                        
            Fiscal year ended                            
            Three months ended



                                                                                                       
     Jun 30, 
             Jun 30,      
            %               
     Jun 30,   
             Jun 30,     
            %
                                                                                                            2019                2018        Change                      2019                 2018        Change






           Revenues                                                                                              $
            570,341          540,768        5.5%               $
            156,991          147,239        6.6%



               Integrated contract revenue                                                                       $
            467,371          466,461        0.2%               $
            132,753          131,616        0.6%



               Products sales                                                                                     $
            33,102           40,233     (17.7)%                 $
            5,958           11,149     (46.6)%



               Service rendered                                                                                   $
            69,868           34,074      105.0%                $
            18,280            4,474      308.6%



           Cost of revenues                                                                                      $
            358,864          334,290        7.4%               $
            103,645           88,890       16.6%



           Gross profit                                                                                          $
            211,477          206,478        2.4%                $
            53,346           58,349      (8.6)%



           Total operating expenses                                                                               $
            87,302           84,429        3.4%                $
            31,408           25,459       23.4%



               Selling                                                                                            $
            28,926           27,158        6.5%                 $
            6,883            6,515        5.6%



               General and administrative                                                                         $
            40,463           45,116     (10.3)%                $
            11,524           14,365     (19.8)%



           Goodwill impairment charge                                                                             $
            11,623                        100%                $
            11,623                        100%



               Research and development                                                                           $
            37,025           36,605        1.1%                 $
            9,200            8,630        6.6%



               VAT refunds and government subsidies                                                             $
            (30,735)        (24,450)      25.7%               $
            (7,822)         (4,051)      93.1%



           Income from operations                                                                                $
            124,175          122,049        1.7%                $
            21,938           32,890     (33.3)%



           Other income, net                                                                                       $
            8,824            4,274      106.5%                 $
            1,139            1,212      (6.0)%



           Foreign exchange (loss) gain                                                                          $
            (1,161)         (1,099)       5.6%                     $
            2              882     (99.8)%



           Share of net income (loss) of equity investees                                                            $
            404          (1,571)   (125.7)%                 $
            1,576          (4,038)   (139.0)%



           Dividend income from investment securities                                                     1,112               1,093             1.7% 
            $



           Interest income                                                                                        $
            11,839            7,318       61.8%                 $
            2,863            2,275       25.8%



           Interest expenses                                                                                       $
            (575)           (692)    (16.9)%                 $
            (204)             116    (275.9)%



           Income tax expenses                                                                                    $
            18,184           22,205     (18.1)%                 $
            1,471            4,621     (68.2)%



           Net income attributable to non-controlling interests                                                      $
            278              276        0.7%                   $
            145              115       26.1%



           Non-GAAP net income attributable to Hollysys                                                          $
            126,156          108,891       15.9%                $
            25,698           28,601     (10.1)%
        Automation Technologies Ltd.



           Non-GAAP basic EPS                                                                                       $
            2.09             1.80       16.1%                  $
            0.43             0.47      (8.5)%



           Non-GAAP diluted EPS                                                                                     $
            2.07             1.78       16.3%                  $
            0.42             0.46      (8.7)%





           Share-based compensation expenses                                                                         $
            238            1,207     (80.3)%                    $
            37              625     (94.1)%



           Amortization of acquired intangible assets                                                                $
            311              598     (48.0)%                    $
            77              321     (76.0)%



           Fair value adjustments of a bifurcated                                                                    $
            346             (75)   (561.3)%                   $
            326             (75)   (534.7)%
        derivative



           GAAP Net income attributable to Hollysys                                                              $
            125,261          107,161       16.9%                $
            25,258           27,730      (8.9)%
        Automation Technologies Ltd.



           GAAP basic EPS                                                                                           $
            2.07             1.77       16.9%                  $
            0.42             0.46      (8.7)%



           GAAP diluted EPS                                                                                         $
            2.05             1.75       17.1%                  $
            0.42             0.45      (6.7)%





           Basic weighted average common shares                                                                       60,456,524       60,434,019        0.0%                      60,465,005       60,442,504        0.0%
        outstanding



           Diluted weighted average common shares                                                                     61,273,884       61,248,565        0.0%                      61,278,773       61,277,059        0.0%
        outstanding

Operational Results Analysis for the Fiscal year Ended June 30, 2019

Comparing to the prior fiscal year, the total revenues for fiscal year 2019 increased from $540.8 million to $570.3 million, representing an increase of 5.5%. Broken down by the revenue types, integrated contracts revenue increased by 0.2% to $467.4 million, products sales revenue decreased by 17.7% to $33.1 million, and services revenue increased by 105.0% to $69.9 million.

The Company's total revenues can also be presented in segments as shown in the following chart:



     
                (In USD thousands)


                                             
           
     Fiscal year ended Jun 30,



                                                2019                                 2018



                                         
     
           $             % to Total Revenue       
        
         $   
     
     % to Total Revenue




     Industrial Automation                  233,798                           41.0%        224,793  41.5%



     Rail Transportation Automation         208,917                           36.6%        190,645  35.3%



     Mechanical and Electrical Solution     127,626                           22.4%        125,330  23.2%



     
                Total                     570,341                          100.0%        540,768 100.0%

Overall gross margin excluding non-cash amortization of acquired intangibles (non-GAAP gross margin) was 37.1% for fiscal year 2019, as compared to 38.2% for the prior year. The non-GAAP gross margin for integrated contracts, product sales, and services rendered were 30.4%, 77.1% and 62.7% for fiscal year 2019, as compared to 32.8%, 73.2% and 71.0% for the prior year, respectively. The gross margin fluctuation was mainly due to the different revenue mix with different margins. The GAAP overall gross margin which includes non-cash amortization of acquired intangibles was 37.0% for fiscal year 2019, as compared to 38.1% for the prior year. The GAAP gross margin for integrated contracts, product sales, and service rendered were 30.4%, 77.1% and 62.7% for fiscal year 2019, as compared to 32.6%, 73.2% and 71.0% for the prior year, respectively.

Selling expenses were $28.9 million for fiscal year 2019, representing an increase of $1.8 million or 6.5% compared to $27.2 million for the prior year. Presented as a percentage of total revenues, selling expenses were 5.1% and 5.0% for fiscal year 2019, and 2018, respectively.

General and administrative expenses, excluding non-cash share-based compensation expenses (non-GAAP G&A expenses), were $40.5 million for fiscal year 2019, representing a decrease of $4.7 million or 10.3% compared to $45.1 million for the prior year, which was primarily due to decrease of bad debt allowance. Presented as a percentage of total revenues, non-GAAP G&A expenses were 7.1% and 8.3% for fiscal year 2019 and 2018, respectively. The GAAP G&A expenses which include the non-cash share-based compensation expenses were $40.7 million and $46.3 million for fiscal year 2019 and 2018, respectively.

Goodwill impairment charge was $11.6 million for fiscal year 2019. Taking into consideration the macro environment and other relevant factors, Concord expects future lower profit resulting from increased competition and decrease in market demand.

Research and development expenses were $37.0 million for fiscal 2019, representing an increase of $0.4 million or 1.1% compared to $36.6 million for the prior year. Presented as a percentage of total revenues, R&D expenses were 6.5% and 6.8% for fiscal year 2019 and 2018, respectively.

The VAT refunds and government subsidies were $30.7 million for fiscal year 2019, as compared to $24.5 million for the prior year, representing a $6.3 million or 25.7% increase, which was primarily due to an increase of the VAT refunds.

The income tax expenses and the effective tax rate were $18.2 million and 12.7% for fiscal year 2019, as compared to $22.2 million and 17.1% for the prior year. The effective tax rate fluctuation was mainly due to the different pre-tax income mix with different tax rates, as the Company's subsidiaries are subject to different tax rates in various jurisdictions.

The non-GAAP net income attributable to Hollysys, which excludes the non-cash share-based compensation expenses calculated based on the grant-date fair value of shares or options granted, amortization of acquired intangible assets, and fair value adjustments of a bifurcated derivative, was $126.2 million or $2.07 per diluted share based on 61.3 million diluted weighted average common shares outstanding for fiscal year 2019. This represents a 15.9% increase over $108.9 million or $1.78 per share based on 61.2 diluted weighted average common million shares outstanding reported in the comparable prior year period. On a GAAP basis, net income attributable to Hollysys was $125.3 million or $2.05 per diluted share representing an increase of 16.9% over $107.2 million or $1.75 per diluted share reported in the comparable prior year period.

Operational Results Analysis for the Fourth Quarter Ended June 30, 2019

Comparing to the fourth quarter of the prior fiscal year, the total revenues for the three months ended June 30, 2019 increased from $147.2 million to $157.0 million, representing an increase of 6.6%. Broken down by the revenue types, integrated contracts revenue increased by 0.9% to $132.8 million, products sales revenue decreased by 46.6% to $6.0 million, and services revenue increased by 308.6% to $18.3 million.

The Company's total revenues can also be presented in segments as shown in the following chart:



     
                (In USD thousands)


                                                     
     
             Three months ended Jun 30,



                                                                                 2019                    2018



                                         
     
           $     % to Total Revenue                
     
          $  
       
          % to Total Revenue




     Industrial Automation                   66,557                   42.4%                    64,013      43.5%



     Rail Transportation Automation          48,288                   30.8%                    40,368      27.4%



     Mechanical and Electrical Solution      42,146                   26.8%                    42,858      29.1%



     
                Total                     156,991                  100.0%                   147,239     100.0%

Overall gross margin excluding non-cash amortization of acquired intangibles (non-GAAP gross margin) was 34.0% for the three months ended June 30, 2019, as compared to 39.6% for the same period of the prior year. The non-GAAP gross margin for integrated contracts, product sales, and services rendered were 29.9%, 66.3% and 52.9% for the three months ended June 30, 2019, as compared to 35.7%, 72.4% and 73.2% for the same period of the prior year, respectively. The gross margin fluctuation was mainly due to the different revenue mix with different margins. The GAAP overall gross margin which includes non-cash amortization of acquired intangibles was 33.9% for the three months ended June 30, 2019, as compared to 39.4% for the same period of the prior year. The GAAP gross margin for integrated contracts, product sales, and service rendered were 29.9%, 66.3% and 52.9% for the three months ended June 30, 2019, as compared to 35.5%, 72.4% and 73.2% for the same period of the prior year, respectively.

Selling expenses were $6.9 million for the three months ended June 30, 2019, representing an increase of $0.4 million or 5.6% compared to $6.5 million for the same quarter of the prior year. Presented as a percentage of total revenues, selling expenses were 4.4% and 4.4% for the three months ended June 30, 2019, and 2018, respectively.

General and administrative expenses, excluding non-cash share-based compensation expenses (non-GAAP G&A expenses), were $11.5 million for the quarter ended June 30, 2019, representing a decrease of $2.8 million or 19.8% compared to $14.4 million for the same quarter of the prior year, which was primarily due to decrease of bad debt allowance. Presented as a percentage of total revenues, non-GAAP G&A expenses were 7.3% and 9.8% for quarters ended June 30, 2019 and 2018, respectively. The GAAP G&A expenses which include the non-cash share-based compensation expenses were $11.6 million and $15.0 million for the three months ended June 30, 2019 and 2018, respectively.

Research and development expenses were $9.2 million for the three months ended June 30, 2019, representing an increase of $0.6 million or 6.6% compared to $8.6 million for the same quarter of the prior year. Presented as a percentage of total revenues, R&D expenses were 5.9% and 5.9% for the quarter ended June 30, 2019 and 2018, respectively.

The VAT refunds and government subsidies were $7.8 million for three months ended June 30, 2019, as compared to $4.1 million for the same period in the prior year, representing a $3.8 million or 93.1% increase, which was primarily due to an increase of the VAT refunds.

The income tax expenses and the effective tax rate were $1.5 million and 5.5% for the three months ended June 30, 2019, as compared to $4.6 million and 14.2% for comparable prior year period. The effective tax rate fluctuation was mainly due to the different pre-tax income mix with different tax rates, as the Company's subsidiaries are subject to different tax rates in various jurisdictions.

The non-GAAP net income attributable to Hollysys, which excludes the non-cash share-based compensation expenses calculated based on the grant-date fair value of shares or options granted, amortization of acquired intangible assets, and fair value adjustments of a bifurcated derivative, was $25.7 million or $0.42 per diluted share based on 61.3 million diluted weighted average common shares outstanding for the three months ended June 30, 2019. This represents a 10.1% decrease over $28.6 million or $0.46 per share based on 61.3 diluted weighted average common million shares outstanding reported in the comparable prior year period. On a GAAP basis, net income attributable to Hollysys was $25.3 million or $0.42 per diluted share representing a decrease of 8.9% over $27.7 million or $0.45 per diluted share reported in the comparable prior year period.

Contracts and Backlog Highlights

Hollysys achieved $169.8 million of new contracts for the three months ended June 30, 2019. The backlog as of June 30, 2019 was $594.2 million. The detailed breakdown of the new contracts and backlog by segments is shown below:



     
                (In USD thousands)             New contracts achieved                       New contracts achieved                                Backlog



                                                    for the fiscal year                         for the three months                           as of Jun 30, 2019

                                                     ended Jun 30, 2019                           ended Jun 30, 2019


                                          
     
     $ 
             
                % to Total        
     
     $                        % to Total         
     
     $                      % to Total
                                                            Contract                                        Contract                                        Backlog




     Industrial Automation                                               291,259  40.2%                                   83,853  49.4%                                 191,026  32.1%



     Rail Transportation                                                 340,300  46.9%                                   60,803  35.8%                                 326,523  55.0%



     Mechanical and Electrical Solutions                                  93,349  12.9%                                   25,174  14.8%                                  76,624  12.9%




     
                Total                                                  724,908 100.0%                                  169,830 100.0%                                 594,173 100.0%

Cash Flow Highlights

For the fiscal year ended June 30, 2019, the total net cash inflow was $71.1 million. The net cash provided by operating activities was $100.5 million. The net cash used in investing activities was $9.9 million, mainly consisted of $10.6 million purchases of property, plant and equipment and prepaid land leases, and $256.3 million time deposits placed with banks, which was partially offset by $245.9 million maturity of time deposits, $8.9 million dividends received in excess of cumulative equity in earnings from an equity investee, and $4.5 million advance from a shareholder of an equity method investee. The net cash used in financing activities was $10.2 million, mainly consisted of $10.9 million payment of dividends, and $6.9 million repayments of short-term bank loans, which were partially offset by $5.9 million proceeds from short-term bank loans, and $1.5 million cash injected by noncontrolling interests.

For the three months ended June 30, 2019, the total net cash inflow was $81.9 million. The net cash provided by operating activities was $13.8 million. The net cash provided by investing activities was $73.1 million, mainly consisted of $70.3 million maturity of time deposits, $8.9 million dividends received in excess of cumulative equity in earnings from an equity investee, and $4.5 million advance from a shareholder of an equity method investee, which was partially offset by $5.2 million purchases of property, plant and equipment and prepaid land leases, and $5.6 million time deposits placed with banks. The net cash provided by financing activities was $1.2 million, mainly consisted of $1.5 million cash injected by noncontrolling interests, and $1.0 million proceeds from short-term bank loans, which were partially offset by $1.4 million repayments of short-term bank loans.

Balance Sheet Highlights

The total amount of cash and cash equivalents were $332.5 million, $253.4 million, and $265.7 million as of June 30, 2019, March 31, 2019 and June 30, 2018, respectively.

For fiscal year ended June 30, 2019, Days Sales Outstanding ("DSO") was 180 days, as compared to 174 days from the prior year; and inventory turnover was 55 days, as compared to 58 days from the prior year.

For the three months ended June 30, 2019, DSO was 160 days, as compared to 166 days for the comparable prior year period and 193 days for the last quarter; and inventory turnover was 42 days, as compared to 59 days for the comparable prior year period and 50 days for the last quarter.

Conference Call

The Company will host a conference call at 9:00 pm August 14, 2019 U.S. Eastern Time / 9:00 am August 15, 2019 Beijing Time, to discuss the financial results for fiscal year 2019 and the fourth quarter ended June 30, 2019 and business outlook.

To participate, please call the following numbers ten minutes before the scheduled start of the call. The conference call identification number is 2099053.


                   Standard International Dial-In
                    Number:                            
       +65 67135090


                   Participant Local Dial-In
                    Numbers:



     Australia, Sydney                               
       +61 290833212



     China, Domestic                                        4006208038


      China, Domestic Landline only                          8008190121



     China, Hong Kong                                
       +852 30186771



     Japan, Tokyo                                    
       +81 345036012



     Korea (South), Seoul                             
       +82 27395177



     China, Taiwan                                  
       +886 255723895



     United Kingdom, London                         
       +44 2036214779



     United States, New York                         
       +1 8456750437


                   Participant ITFS Dial-In Numbers:



     Australia,                                             1800411623



     Australia,                                             1300717205



     Belgium                                                 080071900



     Canada                                                18663861016



     France                                                 0800912761



     Germany                                               08001820671



     China, Hong Kong                                        800906601



     India                                                 18002666846


      Indonesia, PT Indosat access                        0018030179156


      Indonesia, PT Telkom access                         0078030179156



     Italy                                                   800874737



     Japan                                                  0120925376



     Korea (South), Domestic                                0808500474



     Malaysia                                               1800820152



     Netherlands                                           08000221931



     New Zealand                                            0800880084



     Norway                                                   80010719



     Philippines                                          180016120306



     Switzerland                                            0800561006



     China, Taiwan                                          0809091568



     Thailand                                             001800656772



     United Kingdom                                        08082346646



     United States                                         18665194004

In addition, a recording of the conference call will be accessible within 48 hours via Hollysys' website at: http://hollysys.investorroom.com

About Hollysys Automation Technologies Ltd. (NASDAQ: HOLI)

Hollysys is a leading automation control system solutions provider in China, with overseas operations in eight other countries and regions throughout Asia. Leveraging its proprietary technology and deep industry know-how, Hollysys empowers its customers with enhanced operational safety, reliability, efficiency, and intelligence which are critical to their businesses. Hollysys derives its revenues mainly from providing integrated solutions for industrial automation and rail transportation. In industrial automation, Hollysys delivers the full spectrum of automation hardware, software, and services spanning field devices, control systems, enterprise manufacturing management and cloud-based applications. In rail transportation, Hollysys provides advanced signaling control and SCADA (Supervisory Control and Data Acquisition) systems for high-speed rail and urban rail (including subways). Founded in 1993, with technical expertise and innovation, Hollysys has grown from a research team specializing in automation control in the power industry into a group providing integrated automation control system solutions for customers in diverse industry verticals. As of March 2019, Hollysys had cumulatively carried out more than 25,000 projects for approximately 15,000 customers in various sectors including power, petrochemical, high-speed rail, and urban rail, in which Hollysys has established leading market positions.

SAFE HARBOUR:

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact included herein are "forward-looking statements," including statements regarding: the ability of the Company to achieve its commercial objectives; the business strategy, plans and objectives of the Company and its subsidiaries; and any other statements of non-historical information. These forward-looking statements are often identified by the use of forward-looking terminology such as "believes," "expects" or similar expressions, involve known and unknown risks and uncertainties. Such forward-looking statements, based upon the current beliefs and expectations of Hollysys' management, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, they do involve assumptions, risks and uncertainties, and these expectations may prove to be incorrect. Investors should not place undue reliance on these forward-looking statements, which speak only as of the date of this press release. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of a variety of factors, including those discussed in the Company's reports that are filed with the Securities and Exchange Commission and available on its website (http://www.sec.gov). All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these factors. Other than as required under the securities laws, the Company does not assume a duty to update these forward-looking statements.

For further information, please contact:

Hollysys Automation Technologies Ltd.
www.hollysys.com
+86-10-5898-1386
investors@hollysys.com


                                                                                       
       
                HOLLYSYS AUTOMATION TECHNOLOGIES LTD.


                                                                                   
        
         CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME


                                                                                 
       
        (In USD thousands except for number of shares and per share data)




                                                                                                                                            Three months ended                                              Fiscal year ended
                                                                                                                                      Jun 30,                                                        Jun 30,



                                                                                                                                  2019                                                     2018                                         2019                         2018



                                                                                           (Unaudited)                                                         (Unaudited)                        (Unaudited)




              
                Net revenues



              Integrated contract revenue                                                                           $
              132,753                                          $
          131,616                              $
          467,371             $
           466,461



              Products sales                                                                                                    5,958                                                   11,149                                       33,102                       40,233



              Revenue from services                                                                                            18,280                                                    4,474                                       69,868                       34,074



              
                Total net revenues                                                                                 156,991                                                  147,239                                      570,341                      540,768





              Cost of integrated contracts                                                                                     93,112                                                   84,938                                      325,523                      314,233



              Cost of products sold                                                                                             2,005                                                    3,074                                        7,571                       10,770



              Costs of services rendered                                                                                        8,605                                                    1,199                                       26,081                        9,885



              
                Gross profit                                                                                        53,269                                                   58,028                                      211,166                      205,880





              
                Operating expenses



              Selling                                                                                                           6,883                                                    6,515                                       28,926                       27,158



              General and administrative                                                                                       11,561                                                   14,990                                       40,701                       46,323



              Goodwill impairment charge                                                       11,623                                                                                                  11,623



              Research and development                                                                                          9,200                                                    8,630                                       37,025                       36,605



              VAT refunds and government subsidies                                                                            (7,822)                                                 (4,051)                                    (30,735)                    (24,450)



              
                Total operating expenses                                                                            31,445                                                   26,084                                       87,540                       85,636





              
                Income from operations                                                                              21,824                                                   31,944                                      123,626                      120,244





              Other income, net                                                                                                   813                                                    1,287                                        8,478                        4,349



              Foreign exchange gain (loss)                                                                                          2                                                      882                                      (1,161)                     (1,099)



              Share of net income (loss) of equity investees                                                                    1,576                                                  (4,038)                                         404                      (1,571)



              Dividend income from investment securities                                                                                                                                               1,112                                  1,093



              Interest income                                                                                                   2,863                                                    2,275                                       11,839                        7,318



              Interest expenses                                                                                                 (204)                                                     116                                        (575)                       (692)



              
                Income before income taxes                                                                          26,874                                                   32,466                                      143,723                      129,642





              Income taxes expenses                                                                                             1,471                                                    4,621                                       18,184                       22,205



              
                Net income                                                                                          25,403                                                   27,845                                      125,539                      107,437





              Net income attributable to non-controlling interests                                                                145                                                      115                                          278                          276



              
                Net income attributable to Hollysys Automation                               $
              
                25,258                                     $
       
            27,730                 $
              
            125,261        $
      
             107,161
    Technologies Ltd.





              
                Other comprehensive income (loss), net of tax of nil



              Translation adjustments                                                                                        (19,998)                                                (45,644)                                    (31,602)                      17,410



              
                Comprehensive income                                                                                 5,405                                                 (17,799)                                      93,937                      124,847





              Less: comprehensive income attributable to non-controlling                                                          145                                                      116                                           17                          280
         interests



              
                Comprehensive income (loss) attributable to Hollysys                          $
              
                5,260                                   $
       
            (17,915)                 $
              
            93,920        $
      
             124,567
    Automation Technologies Ltd.






              
                Net income per ordinary share:



              Basic                                                                                                              0.42                                                     0.46                                         2.07                         1.77



              Diluted                                                                                                            0.42                                                     0.45                                         2.05                         1.75



              
                Shares used in income per ordinary share
         computation:



              Weighted average number of ordinary shares                                                                   60,465,005                                               60,442,504                                   60,456,524                   60,434,019



              Weighted average number of diluted ordinary shares                                                           61,278,773                                               61,277,059                                   61,273,884                   61,248,565


                                                                                                 
         
                HOLLYSYS AUTOMATION TECHNOLOGIES LTD.


                                                                                                    
           
                CONSOLIDATED BALANCE SHEETS


                                                                                   
              
           (In USD thousands except for number of shares and per share data)




                                                                                                                                                                                                
              
                Jun 30,                    
              
                Mar 31,



                                                                                                                                                                                                                             2019                                                2019



                                                                                                                                                                                                                      (Unaudited)                                        (Unaudited)




     
       ASSETS


        
             
                Current assets


        
             Cash and cash equivalents                                                                                                                                                                   $
              332,509                                 $
              253,388


        
             Time deposits with maturities over three months                                                                                                                                                         145,139                                             212,997


        
             Restricted cash                                                                                                                                                                                          22,260                                              18,931


        
             Accounts receivable, net of allowance for doubtful accounts of $47,162                                                                                                                                  282,594                                             242,195
           and $46,177 as of June 30, 2019 and March 31, 2019, respectively


        
             Costs and estimated earnings in excess of billings, net of allowance for doubtful                                                                                                                       197,955                                             226,896
           accounts of $6,981 and $8,024 as of June 30, 2019 and March 31, 2019,
           respectively


        
             Accounts receivable retention                                                                                                                                                                             5,468                                               4,329


        
             Other receivables, net of allowance for doubtful accounts of $4,879 and $4,741 as                                                                                                                        27,109                                              21,119
           of June 30, 2019 and March 31, 2019, respectively


        
             Advances to suppliers                                                                                                                                                                                    12,901                                              11,262


        
             Amounts due from related parties                                                                                                                                                                         36,295                                              38,182


        
             Inventories                                                                                                                                                                                              42,983                                              45,278


        
             Prepaid expenses                                                                                                                                                                                            644                                                 927


        
             Income tax recoverable                                                                                                                                                                                    3,621                                                 283



        
             
                Total current assets                                                                                                                                                                     1,109,478                                           1,075,787




        
             
                Non-current assets


        
             Restricted cash                                                                                                                                                                                           3,618                                               4,156


        
             Accounts receivable retention                                                                                                                                                                             6,390                                              17,090


        
             Prepaid expenses                                                                                                                                                                                              2                                                   4


        
             Property, plant and equipment, net                                                                                                                                                                       76,006                                              80,002


        
             Prepaid land leases                                                                                                                                                                                      16,599                                               9,910


        
             Intangible assets, net                                                                                                                                                                                    1,383                                               1,492


        
             Investments in equity investees                                                                                                                                                                          40,386                                              47,421


        
             Investment securities                                                                                                                                                                                     4,776                                               4,879


        
             Goodwill                                                                                                                                                                                                 37,054                                              48,671


        
             Deferred tax assets                                                                                                                                                                                      13,331                                              12,584



        
             
                Total non-current assets                                                                                                                                                                   199,545                                             226,209


        
             
                Total assets                                                                                                                                                                             1,309,023                                           1,301,996





     
       LIABILITIES AND STOCKHOLDERS' EQUITY


        
             
                Current liabilities


        
             Derivative financial liability                                                                                                                                                                              758                                                 432


        
             Short-term bank loans                                                                                                                                                                                     1,909                                               2,033


        
             Current portion of long-term loans                                                                                                                                                                       20,310                                              20,297


        
             Accounts payable                                                                                                                                                                                        110,384                                             116,276


        
             Construction cost payable                                                                                                                                                                                    94


        
             Deferred revenue                                                                                                                                                                                        141,385                                             137,840


        
             Accrued payroll and related expenses                                                                                                                                                                     14,512                                              11,794


        
             Income tax payable                                                                                                                                                                                        2,541                                               4,259


        
             Warranty liabilities                                                                                                                                                                                      9,085                                               5,409


        
             Other tax payables                                                                                                                                                                                          665                                              13,951


        
             Accrued liabilities                                                                                                                                                                                      32,229                                              21,689


        
             Amounts due to related parties                                                                                                                                                                            5,395                                               4,982



        
             
                Total current liabilities                                                                                                                                                                  339,267                                             338,962




        
             
                Non-current liabilities


        
             Accrued liabilities                                                                                                                                                                                       3,530                                               6,000


        
             Long-term loans                                                                                                                                                                                             978                                                 914


        
             Deferred tax liabilities                                                                                                                                                                                 11,779                                              11,284


        
             Warranty liabilities                                                                                                                                                                                      6,309                                               2,536



        
             
                Total non-current liabilities                                                                                                                                                               22,596                                              20,734


        
             
                Total liabilities                                                                                                                                                                          361,863                                             359,696




        
             
                Commitments and contingencies                                                                                                                                                                                                                       -




        
             
                Stockholders' equity:


        
             Ordinary shares, par value $0.001 per share, 100,000,000 shares authorized;                                                                                                                                  60                                                  60
           60,342,099 shares issued and outstanding as of June 30, 2019 and March 31,
                                                                                                                                                                          2019


        
             Additional paid-in capital                                                                                                                                                                              223,635                                             223,597


        
             Statutory reserves                                                                                                                                                                                       48,698                                              48,706


        
             Retained earnings *                                                                                                                                                                                     708,515                                             686,561


        
             Accumulated other comprehensive income                                                                                                                                                                 (35,522)                                           (16,796)



                               Total Hollysys Automation Technologies Ltd. stockholder's equity                                                                                                                           945,386                                             942,128


        
             Non-controlling interests                                                                                                                                                                                 1,774                                                 172



        
             
                Total equity                                                                                                                                                                               947,160                                             942,300




        
             
                Total liabilities and equity                                                                                                                                    $
              
                1,309,023                  $
              
                1,301,996




                                                                                                                                          
              * The adoption of ASC 606 commenced on July 1, 2018 had a one-off effect on the beginning of balance sheet accounts.



                                                                                                                                                
              
                HOLLYSYS AUTOMATION TECHNOLOGIES LTD

                                                                                                                                               
              
                CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                                                                                        
              
                (In USD thousands).


                                                                                                                                                                                                                                                        
       
       Fiscal year ended

                                                                                                                                                                                                             
       
       Three months ended



                   
              
                Jun 30, 2019                                                                                                  
              
                Jun 30, 2019

                                    ---

                                                                                                                                                                                                               
       
         (Unaudited)                      
       
        (Unaudited)




     
     Cash flows from operating activities:


                                                                                          
     Net income                                                                                                                                      $
       25,403                           $
        125,539



     
     Adjustments to reconcile net income to net cash provided by operating activities:


                                                                                          
     Depreciation of property, plant and equipment                                                                                                         1,959                                   7,879


                                                                                          
     Amortization of prepaid land leases                                                                                                                      66                                     264


                                                                                          
     Amortization of intangible assets                                                                                                                        77                                     311


                                                                                          
     Allowance for doubtful accounts                                                                                                                       1,555                                   2,119


                                                                                          
     (Gain) loss on disposal of long-lived assets                                                                                                           (30)                                     13


                                                                                          
     Goodwill impairment charge                                                                                                                           11,623                                  11,623


                                                                                          
     Share of net gain from equity investees                                                                                                             (1,576)                                  (404)


                                                                                          
     Share-based compensation expenses                                                                                                                        37                                     238


                                                                                          
     Deferred income tax expenses                                                                                                                        (3,697)                                (6,197)


                                                                                          
     Accretion of convertible bond                                                                                                                            57                                     230


                                                                                          
     Fair value adjustments of a bifurcated derivative                                                                                                       326                                     346


                                                                                          
     Gains on deconsolidation of a subsidiary                                                                                                                                                   (5,768)


                                                                                          
     Dividends received from an equity investee                                                                                                          (1,663)                                  3,865



     
     Changes in operating assets and liabilities:


                                                                                          
     Accounts receivable                                                                                                                                (37,485)                               (33,782)


                                                                                          
     Costs and estimated earnings in excess of billings                                                                                                   25,150                                 (2,757)


                                                                                          
     Inventories                                                                                                                                           1,333                                 (3,773)


                                                                                          
     Advances to suppliers                                                                                                                               (1,862)                                (5,357)


                                                                                          
     Other receivables                                                                                                                                   (6,340)                                  2,647


                                                                                          
     Deposits and other assets                                                                                                                               281                                      62


                                                                                          
     Due from related parties                                                                                                                              1,103                                   6,600


                                                                                          
     Accounts payable                                                                                                                                    (4,268)                               (14,027)


                                                                                          
     Deferred revenue                                                                                                                                      6,310                                  10,836


                                                                                          
     Accruals and other payables                                                                                                                          13,149                                  11,488


                                                                                          
     Due to related parties                                                                                                                                  526                                 (1,494)


                                                                                          
     Income tax payable                                                                                                                                  (5,069)                                  1,740


                                                                                          
     Other tax payables                                                                                                                                 (13,159)                               (11,720)


                                                                                          
     
                Net cash provided by operating activities                                                                                               13,806                                 100,521





     
     Cash flows from investing activities:


                                                                                          
     Time deposits placed with banks                                                                                                                     (5,611)                              (256,328)


                                                                                          
     Purchases of property, plant and equipment                                                                                                          (1,587)                                (3,488)


                                                                                          
     Prepaid land leases                                                                                                                                 (3,575)                                (7,099)


                                                                                          
     Proceeds from disposal of property, plant and equipment                                                                                                  44                                     301


                                                                                          
     Maturity of time deposits                                                                                                                            70,331                                 245,880


                                                                                          
     Advance from a shareholder of an equity method investee                                                                                               4,544                                   4,544


                                                                                          
     Investment securities                                                                                                                                                                        (740)


                                                                                          
     Cash reduced upon deconsolidation of subsidiary                                                                                                                                            (1,878)


                                                                                          
     Dividends received in excess of cumulative equity in earnings from an equity investee                                                                 8,920                                   8,920


                                                                                          
     
                Net cash provided by (used in) investing activities                                                                                     73,066                                 (9,888)





     
     Cash flows from financing activities:


                                                                                          
     Proceeds from short-term bank loans                                                                                                                     981                                   5,908


                                                                                          
     Repayments of short-term bank loans                                                                                                                 (1,403)                                (6,875)


                                                                                          
     Proceeds from long-term bank loans                                                                                                                      256                                     730


                                                                                          
     Repayments of long-term bank loans                                                                                                                    (109)                                  (512)


                                                                                          
     Cash injected by noncontrolling interests                                                                                                             1,456                                   1,456


                                                                                          
     Payment of dividends                                                                                                                                                                      (10,862)


                                                                                          
     
                Net cash provided by (used in) financing activities                                                                                      1,181                                (10,155)




                                                                                          
     Effect of foreign exchange rate changes                                                                                                             (6,141)                                (9,400)



                                                                                          
     
                Net decrease increase in cash, cash equivalents and restricted cash                                                            $
     
         81,912                                  71,078




                                                                                          
     Cash, cash equivalents and restricted cash, beginning of period                                                                                $
       276,475                                 287,309


                                                                                          
     Cash, cash equivalents and restricted cash, end of period                                                                                           358,387                                 358,387

Non-GAAP Measures

In evaluating our results, the non-GAAP measures of "Non-GAAP cost of integrated contracts", "Non-GAAP general and administrative expenses", "Non-GAAP other income, net", "Non-GAAP net income attributable to Hollysys Automation Technologies Ltd. stockholders", "Non-GAAP basic earnings per share", and "Non-GAAP diluted earnings per share" serve as additional indicators of our operating performance and not as a replacement for other measures in accordance with U.S. GAAP. We believe these non-GAAP measures are useful to investors, as they exclude the non-cash share-based compensation expenses, which is calculated based on the number of shares or options granted and the fair value as of the grant date, amortization of acquired intangible assets, and fair value adjustments of a bifurcated derivative. They will not result in any cash inflows or outflows. We believe that using non-GAAP measures help our shareholders to have a better understanding of our operating results and growth prospects. In addition, given the business nature of the Company, it has been a common practice for investors to use such non-GAAP measures to evaluate the Company.

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



              
                
                  (In USD thousands, except for number of shares and per share data)


                                                                                                                            Three months ended                             Fiscal year ended



                                                                                                                                  Jun 30,                                       Jun 30,



                                                                                                                                 2019                            2018                           2019                      2018



                                                                                                                          (Unaudited)                    (Unaudited)                   (Unaudited)              (Unaudited)






              
                Cost of integrated contracts                                                      $
        
              93,112          $
      
               84,938 $
            
                325,523 $
       
                314,233



              Less: Amortization of acquired intangible assets                                                                    77                             321                            311                       598



              
                Non-GAAP cost of integrated contracts                                             $
        
              93,035          $
      
               84,617 $
            
                325,212 $
       
                313,635






              
                General and administrative expenses                                               $
        
              11,561          $
      
               14,990  $
            
                40,701  $
       
                46,323



              Less: Share-based compensation expenses                                                                             37                             625                            238                     1,207



              
                Non-GAAP general and administrative expenses                                      $
        
              11,524          $
      
               14,365  $
            
                40,463  $
       
                45,116





              
                Other income, net                                                                    $
        
              813           $
      
               1,287   $
            
                8,478   $
       
                4,349



              Add: Fair value adjustments of a bifurcated derivative                                                             326                            (75)                           346                      (75)



              
                Non-GAAP other income, net                                                         $
        
              1,139           $
      
               1,212   $
            
                8,824   $
       
                4,274






              
                Net income attributable to Hollysys Automation                                    $
        
              25,258          $
      
               27,730 $
            
                125,261 $
       
                107,161
    Technologies Ltd.




              Add:



                   Share-based compensation expenses                                                                              37                             625                            238                     1,207



                   Amortization of acquired intangible assets                                                                     77                             321                            311                       598



                   Fair value adjustments of a bifurcated derivative                                                             326                            (75)                           346                      (75)



              
                Non-GAAP net income attributable to Hollysys                                      $
        
              25,698          $
      
               28,601 $
            
                126,156 $
       
                108,891
    Automation Technologies Ltd.






                   Weighted average number of basic ordinary shares                                                       60,465,005                      60,442,504                     60,456,524                60,434,019



                   Weighted average number of diluted ordinary shares                                                     61,278,773                      61,277,059                     61,273,884                61,248,565



              
                Non-GAAP basic earnings per share                                                          $
            0.43                 $
             0.47               $
              2.09          $
              1.80



              
                Non-GAAP diluted earnings per share                                                        $
            0.42                 $
             0.46               $
              2.07          $
              1.78

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SOURCE Hollysys Automation Technologies, Ltd