EX-99.1 2 v452988_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

 

 

 

 

FOR IMMEDIATE RELEASE

 

Hollysys Automation Technologies Reports Unaudited

Financial Results for the First Quarter Ended September 30, 2016

 

First Quarter of Fiscal Year 2017 Financial Highlights

·Non-GAAP net income attributable to Hollysys was $22.7 million, a decrease of 16.7% compared to the comparable prior year period.
·Total revenues were $103.5 million, a decrease of 17.2% compared to the comparable prior year period.
·Non-GAAP gross margin was at 29.6%, compared to 39.3% for the comparable prior year period.
·Non-GAAP diluted EPS were at $0.37, a decrease of 17.8% compared to the comparable prior year period.
·Net cash provided by operating activities was $17.8 million for the current quarter.
·DSO of 207 days, compared to 179 days for the comparable prior year period.
·Inventory turnover days of 48 days, compared to 42 days for the comparable prior year period.

 

Beijing, China – Nov 15, 2016 – 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 the fiscal year 2017 first quarter ended on Sep 30, 2016 (see attached tables). The management of Hollysys, stated:

 

Due to continued uncertainties of macroeconomic, the pace of industrial automation is still slow. However, we are actively taking actions to dampen the impact of challenging markets, the new contract turns to be positive. We got several significant contracts from power and chemical sectors. For example, in power, we signed the contract to provide products for Fujian Luoyuanwan 2X1000MW power units and Guohua Ningdong 2X660MW power units. In chemical, we will provide DCS and SIS for Xinjiang East Hope Company, as well as DCS and Batch for ASIA CUANON in its Waterborne Coatings Project. In after sale, we signed some upgrading contracts for power units like Guohua Jinjie 2X600MW power units. Additionally, we signed DCS contracts to #5 and #6 units of Tianwan Nuclear Station, as well as #3 and #4 units of Fangchenggang Nuclear Station. In abroad, we signed a contract with Indonesia Qingshan to provide products for their 2X350MW Coal-fire power units; we also got a contract from Lanco to provide PLC to them.

 

For factory automation, we integrated internal resources to do customized turkey solutions. In this quarter, we signed a contract with Haier to help them improve the level of automation and Intelligence of their Tianjin-based factory which focuses on wash machine. Our goal is to make each project into a demonstration project to create value for the customers.

In high-speed railway, as it is the first year for the 13th five-year-plan, the infrastructure of new planned railway just starts. In short term, there will be fluctuation both on order and revenue. However, from long run, we are confident that the high-speed railway’s performance will as good as before since China is continuously investing a certain scale on supporting high-speed railway sector for the next even ten years, plus the increasing in after sell and the expending of rail products such as track circuit, we believe to achieve the yearly target and maintain steady revenue contribution in railway. For subway business, we will continue to actively expend domestic market and look for opportunities to keep steady growth.

 

In the mechanical and electrical installation services, although Concord and Bond are facing some difficulties because of the local political and economics’ uncertainties in South East Asia and Middle East area, they are still hard working to develop businesses. As one of the strategies to expand overseas market, we will ensure a healthy development of Concord and Bond and take use of their advantages such as good customer relations and sales channels to find more international opportunities.

 

 

Hollysys Automation Technologies, Ltd

November 15, 2016

 Page 2

 

 

The Quarter Ended September 30, 2016 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)

 

   Three months ended 
   Sep 30, 2016   Sep 30, 2015   % Change 
            
             
Revenues   103,543    125,092    (17.2)%
    Integrated contract revenue   93,066    111,013    (16.2)%
    Products sales   8,313    11,442    (27.3)%
    Service rendered   2,164    2,637    (17.9)%
Cost of revenues   72,885    75,911    (4.0)%
Gross profit   30,658    49,181    (37.7)%
Total operating expenses   13,309    18,155    (26.7)%
    Selling   5,552    6,624    (16.2)%
    General and administrative   9,675    8,917    8.5%
    Research and development   7,697    7,710    (0.2)%
    VAT refunds and government subsidies   (9,615)   (5,096)   88.7%
Income from operations   17,349    31,026    (44.1)%
Other income, net   394    385    2.3%
Foreign exchange gains (losses)   (9)   36    (125.0)%
Share of net income of equity investees   1,309    294    345.2%
Gains on dilution and divestment of the Company’s interests in HollyCon   6,093    -    100.0%
Interest income   745    1,738    (57.1)%
Interest expenses   (129)   (369)   (65.0)%
Income tax expenses   3,011    4,655    (35.3%)
Net income (loss) attributable to noncontrolling interests   (4)   1,155    (100.3)%
Non-GAAP net income attributable to Hollysys Automation Technologies Ltd.   22,745    27,300    (16.7)%
Non-GAAP basic EPS   0.38    0.46    (17.4)%
Non-GAAP diluted EPS   0.37    0.45    (17.8)%
                
Share-based compensation expenses   918    894    2.7%
Amortization of acquired intangible assets   140    257    (45.5)%
Acquisition-related incentive share contingent consideration   -    (4,111)   (100.0)%
GAAP Net income attributable to Hollysys Automation Technologies Ltd.   21,687    30,260    (28.3)%
GAAP basic EPS   0.36    0.51    (41.2)%
GAAP diluted EPS   0.36    0.50    (40.0)%
                
Basic weighted average common shares outstanding   60,068,894    59,063,334    1.7%
Diluted weighted average common shares outstanding   61,114,540    60,641,182    0.8%

 

Operational Results Analysis for the quarter ended September 30, 2016

 

Comparing to the first quarter of the prior fiscal year, the total revenues for the three months ended September 30, 2016 decreased from $125.1 million to $103.5 million, representing a decrease of 17.2%. Broken down by the revenue types, integrated contracts revenue decreased by 16.2% to $93.1 million, products sales revenue decreased by 27.3% to $8.3 million, and services revenue decreased by 17.9% to $2.1 million. In July 2016, the company’s interests in Hollycon were diluted from 51.0% to 30.0% and the Company lost the control of Hollycon. As a result, Hollycon’s financials would not be included in the Company’s consolidated financials from July 2016 on. If Hollycon’s revenue was excluded from the comparable figure for the first quarter of the prior fiscal year, the products sales revenue for the three months ended September 30, 2016 should be increased by 45.7%.

 

 

Hollysys Automation Technologies, Ltd

November 15, 2016

 Page 3

 

 

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

 

(In USD thousands)                
   Three months ended Sep 30, 
   2016   2015 
    $    % to Total Revenue    $    % to Total Revenue 
Industrial Automation   45,041    43.5%   49,468    39.6%
Rail Transportation Automation   33,033    31.9%   54,331    43.4%
Mechanical and Electrical Solution   25,359    24.5%   15,558    12.4%
Miscellaneous   110    0.1%   5,735    4.6%
Total   103,543    100.0%   125,092    100.0%

 

Overall gross margin excluding non-cash amortization of acquired intangibles (non-GAAP gross margin) was 29.6% for the three months ended September 30, 2016, as compared to 39.3% for the same period of the prior year. The non-GAAP gross margin for integrated contracts, product sales, and services rendered were 25.0%, 70.5% and 69.7% for the three months ended September 30, 2016, as compared to 37.3%, 52.6% and 65.5% for the same period of the prior year respectively. The gross margin fluctuation was mainly due to the different revenue mix with different margin. The GAAP overall gross margin which includes non-cash amortization of acquired intangibles was 29.5% for the three months ended September 30, 2016, as compared to 39.1% for the same period of the prior year. The GAAP gross margin for integrated contracts, product sales, and service rendered were 24.9%, 70.5% and 69.7% for the three months ended September 30, 2016, as compared to 37.1%, 52.6% and 65.5% for the same period of the prior year respectively.

 

Selling expenses were $5.6 million for the three months ended September, 2016, representing a decrease of $1.0 million or 16.2% compared to $6.6 million for the same quarter of the prior year. Presented as a percentage of total revenues, selling expenses were 5.4% and 5.3% for the three months ended September 30, 2016, and 2015, respectively.

 

General and administrative expenses, excluding non-cash share-based compensation expenses (non-GAAP G&A expenses), were $9.7 million for the quarter ended September 30, 2016, representing an increase of $0.8 million, or 9.0%, as compared to $8.9 million for the same period of the prior year. Presented as a percentage of total revenues, non-GAAP G&A expenses were 9.3% and 7.1% for quarters ended September 30, 2016 and 2015 respectively. The GAAP G&A expenses which include the non-cash share-based compensation expenses were $10.6 million and $9.8 million for the three months ended September 30, 2016 and 2015, respectively.

 

Research and development expenses were $7.7 million for the respective quarters ended September 30, 2016, and 2015, respectively. Presented as a percentage of total revenues, R&D expenses were 7.4% and 6.2% for the quarter ended September 30, 2016 and 2015, respectively.

 

The VAT refunds and government subsidies were $9.6 million for three months ended September 30, 2016, as compared to $5.1 million for the same period in the prior year, representing a $4.5 million or 88.7% increase which was primarily due to increase of the VAT refunds of $2.2 million and the government subsidies of $2.3 million.

 

 

Hollysys Automation Technologies, Ltd

November 15, 2016

 Page 4

 

 

Gains on dilution and divestment of the Company’s interests in HollyCon was $6.1 million for three months ended September 30, 2016. During the period from June to July 2016, Hollycon received cash injections of $30.9 million from two outside shareholders, and the Company decided not to make the additional cash investment proportionally. As a result, the company’s interests in Hollycon were diluted from 51.0% to 30.6%. Then, the Company sold 0.6% interests of Hollycon to one of Hollycon’s shareholders in a cash consideration of $464 thousand, and the Company’s interests in Hollycon were further decreased to 30.0%. The Company recorded a gain of $6.1 million for the series of the transactions. As the Company lost the control of Hollycon, Hollycon’s financials would not be included in the Company’s consolidated financials from July 2016 on.

 

The income tax expenses and the effective tax rate were $3.0 million and 12.2% for the three months ended September 30, 2016, as compared to a $4.7 million and 12.9% for comparable prior year period.

 

The non-GAAP net income attributable to Hollysys, which excludes non-cash share-based compensation expenses, amortization of acquired intangibles, acquisition-related consideration fair value adjustments and convertible bond related fair value adjustments was $22.7 million or $0.37 per diluted share based on 61.1 million shares outstanding for the three months ended September 30, 2016. This represents a 16.7% decrease over the $27.3 million or $0.45 per share based on 60.6 million shares outstanding reported in the comparable prior year period. On a GAAP basis, net income attributable to Hollysys was $21.7 million or $0.36 per diluted share representing a decrease of 28.3% over the $30.3 million or $0.50 per diluted share reported in the comparable prior year period.

 

Contracts and Backlog Highlights

 

Hollysys achieved $99.2 million new contracts for the three months ended September 30, 2016. And the backlog as of September 30, 2016 was $525.2 million. The detailed breakdown of the new contracts and backlog by segments is shown below:

 

(In USD thousands)  New contracts achieved   Backlog 
   for the three months ended September 30, 2016   as of September 30, 2016 
   $   % to Total Contract   $   % to Total Backlog 
Industrial Automation   61,462    62.0%   131,976    25.1%
Rail Transportation   31,501    31.8%   218,654    41.6%
Mechanical and Electrical Solutions   6,227    6.2%   174,592    33.3%
Total   99,190    100.0%   525,222    100.0%

  

Cash Flow Highlights

 

For the three months ended September 30, 2016, the total net cash outflow was $16.8 million. The net cash provided by operating activities was $17.8 million. The net cash used in investing activities was $34.0 million, mainly consisted of $20.4 million time deposits placed with banks, and $16.7 million outflow as a result of that Hollycon would not be included in the consolidated financials from July 2016 on. The net cash provided by financing activities was $0.4 million.

 

Balance Sheet Highlights

 

The total amount of cash and cash equivalents and time deposits with original maturities over three months were $260.9 million, $271.5 million, and $234.9 million as of September 30, 2016, June 30, 2016 and September 30, 2015, respectively. As of September 30, 2016, the company held $212.3 million in cash and cash equivalents and $48.6 million in time deposits with original maturities over three months.

 

 

Hollysys Automation Technologies, Ltd

November 15, 2016

 Page 5

 

 

For the three months ended September 30, 2016, DSO was 207 days, as compared to 179 days for the comparable prior year period and 147 days for the last quarter; and inventory turnover was 48 days, as compared to 42 days for the comparable prior year period and 37 days for the last quarter.

 

Outlook for FY 2017

 

The management concluded, “Given our strong backlog currently on-hand and sales pipeline envisioned so far, we reiterate our guidance for fiscal year 2017 with revenue in the range of $565 million to $600 million and non-GAAP net income in the range of $130 million to $140 million.”

 

Conference Call

 

The Company will host a conference call at 8:00 p.m. U.S. Eastern Time on November 14, 2016 / 9:00 a.m. Beijing Time on November 15, 2016, to discuss the financial results for the fiscal year 2017 first quarter ended September 30, 2016 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 5083727.

 

4001-200-539 (China)
0080 161 5189 (Taiwan)
+1-855-298-3404 (United States)
+1 631 5142 526 (US – New York)
0800 916 599 (France)
0800 1899 399 (Germany)
0800 837 001 (Switzerland)
1800 801 825 (Australia)
800-905-927 (Hong Kong)
+852-5808-3202 (Hong Kong)
0800-015-9725 (United Kingdom)
+44(0)20 3078 7622 (United Kingdom - London)
800-616-3222 (Singapore)
+65 6823 2299 (Singapore/International)

 

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

 

About Hollysys Automation Technologies, Ltd. (NASDAQ: HOLI)

 

Hollysys Automation Technologies is a leading provider of automation and control technologies and applications in China that enables its diversified industry and utility customers to improve operating safety, reliability, and efficiency. Founded in 1993, Hollysys has approximately 3,600 employees with nationwide presence in over 60 cities in China, with subsidiaries and offices in Singapore, Malaysia, Dubai, India, and serves over 6,000 customers more than 20,000 projects in the industrial, railway, subway & nuclear industries in China, South-East Asia, and the Middle East. Its proprietary technologies are applied in its industrial automation solution suite including DCS (Distributed Control System), PLC (Programmable Logic Controller), RMIS (Real-time Management Information System), HAMS (HolliAS Asset Management System), OTS (Operator Training System), HolliAS BATCH (Batch Application Package), HolliAS APC Suite (Advanced Process Control Package), SIS (Safety Instrumentation System), high-speed railway signaling system of TCC (Train Control Center), ATP (Automatic Train Protection), Subway Supervisory and Control platform, SCADA (Supervisory Control and Data Acquisition), nuclear power plant automation and control system and other products.

 

 

Hollysys Automation Technologies, Ltd

November 15, 2016

 Page 6

 

 

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
+8610-58981386
investors@hollysys.com

 

 

 

Hollysys Automation Technologies, Ltd

November 15, 2016

 Page 7

 

 

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 
  Sep 30, 
   2016   2015 
   (Unaudited)   (Unaudited) 
Net revenues          
Integrated contract revenue   93,066   $111,013 
Products sales   8,313    11,442 
Revenue from services   2,164    2,637 
Total net revenues   103,543    125,092 
           
Costs of integrated contracts   69,914    69,829 
Costs of products sold   2,456    5,429 
Costs of services rendered   655    910 
Gross profit   30,518    48,924 
           
Operating expenses          
Selling   5,552    6,624 
General and administrative   10,593    9,810 
Research and development   7,697    7,710 
VAT refunds and government subsidies   (9,615)   (5,096)
Total operating expenses   14,227    19,048 
           
Income from operations   16,291    29,876 
           
Other income, net   394    4,496 
Foreign exchange (losses) gains   (9)   36 
Share of net income of equity investees   1,309    294 
Gains on dilution and divestment of the Company’s interests in HollyCon   6,093    - 
Interest income   745    1,737 
Interest expenses   (129)   (369)
Income before income taxes   24,694    36,070 
           
Income taxes expenses   3,011    4,655 
Net income   21,683    31,415 
           
Net (loss) income attributable to noncontrolling interests   (4)   1,155 
Net income attributable to Hollysys Automation Technologies Ltd.   21,687   $30,260 
           
Other comprehensive income (loss), net of tax of nil          
Translation adjustments   (12,426)   (29,455)
Comprehensive income   9,257    1,960 
           
Less: comprehensive (loss) income attributable to noncontrolling interests   (8,507)   888 
Comprehensive income attributable to Hollysys Automation Technologies Ltd.   17,764   $1,072 
           
Net income per ordinary share:          
Basic   0.36    0.51 
Diluted   0.36    0.50 
Shares used in income per share computation:          
Weighted average number of ordinary shares   60,068,894    59,063,334 
Weighted average number of diluted ordinary shares   61,114,540    60,641,182 

 

 

Hollysys Automation Technologies, Ltd

November 15, 2016

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HOLLYSYS AUTOMATION TECHNOLOGIES LTD.

CONSOLIDATED BALANCE SHEETS

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

 

    Sep 30,      Jun 30,  
    2016     2016  
    (Unaudited)      (Audited)  
ASSETS            
Current assets                
Cash and cash equivalents   $ 212,284     $ 229,095  
Time deposits with original maturities over three months     48,570       42,368  
Restricted cash     43,653       27,592  
Accounts receivable, net of allowance for doubtful accounts of $42,362 and $41,574 as of September 30,2016 and June 30, 2016, respectively     239,990       237,179  
Costs and estimated earnings in excess of billings, net of allowance for doubtful accounts of $6,980 and $6,379 as of September 30, 2016 and June 30, 2016, respectively     163,714       189,928  
Other receivables, net of allowance for doubtful accounts of $1,266 and $1,302 as of September 30, 2016 and June 30, 2016, respectively     16,646       13,358  
Advances to suppliers     11,674       11,661  
Amounts due from related parties     28,411       28,012  
Inventories     40,610       36,401  
Prepaid expenses     513       569  
Income tax recoverable     6,415       4,488  
Deferred tax assets     7,191       6,659  
Total current assets     819,671       827,310  
                 
Non-current assets                
Restricted cash     1,271       402  
Prepaid expenses     3       13  
Property, plant and equipment, net     81,076       79,938  
Prepaid land leases     10,608       10,773  
Acquired intangible assets, net     706       856  
Investments in equity investees     34,375       18,714  
Investments in cost investees     4,092       4,108  
Goodwill     59,120       59,847  
Deferred tax assets     2,185       2,195  
Total non-current assets     193,436       176,846  
                 
Total assets     1,013,107       1,004,156  
                 
LIABILITIES AND STOCKHOLDERS’ EQUITY                
Current liabilities                
Short-term bank loans     1,135       3,051  
Current portion of long-term loans     6,566       6,833  
Dividends payable     11,973       -  
Accounts payable     104,679       106,833  
Construction costs payable     -       647  
Deferred revenue     89,314       82,004  
Accrued payroll and related expenses     13,017       13,193  
Income tax payable     6,802       4,917  
Warranty liabilities     6,308       6,782  
Other tax payables     14,262       18,069  
Accrued liabilities     41,981       44,439  
Amounts due to related parties     1,516       1,645  
Deferred tax liabilities     7,219       8,913  
Total current liabilities     304,772       297,326  
                 
Non-current liabilities                
Long-term loans     20,642       20,508  
Deferred tax liabilities     908       59  
Long-term warranty liabilities     3,509       3,578  
Total non-current liabilities     25,059       24,145  
                 
Total liabilities     329,831       321,471  
                 
Commitments and contingencies     -       -  
                 
Stockholders’ equity:                
Ordinary shares, par value $0.001 per share, 100,000,000 shares authorized; 59,863,599 and 59,598,099 shares issued and outstanding as of September 30, 2016 and June 30, 2016, respectively     60       60  
Additional paid-in capital     218,682       215,403  
Statutory reserves     36,561       36,533  
Retained earnings     440,341       430,627  
Accumulated other comprehensive income     (12,390 )     (8,467 )
Total Hollysys Automation Technologies Ltd. stockholder’s equity     683,254       674,156  
                 
Noncontrolling interests     22       8,529  
Total equity     683,276       682,685  
                 
Total liabilities and equity   $ 1,013,107     $ 1,004,156  

 

 

Hollysys Automation Technologies, Ltd

November 15, 2016

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HOLLYSYS AUTOMATION TECHNOLOGIES LTD.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In USD thousands)

 

   Three months ended 
  Sep 30, 2016 
   (Unaudited) 
Cash flows from operating activities:     
Net income  $21,683 
Adjustments to reconcile net income to net cash provided by operating activities:     
Depreciation of property, plant and equipment   1,352 
Amortization of prepaid land leases   48 
Amortization of intangible assets   140 
Allowance for doubtful accounts   1,237 
Loss on disposal of property, plant and equipment   21 
Share of net income from equity investees   (1,309)
Gains on dilution and divestment of the Company’s interests in HollyCon   (6,093)
Share based compensation expenses   918 
Deferred income tax benefit   (1,368)
Accretion of convertible bond discount   57 
Changes in operating assets and liabilities:     
Accounts receivable   (7,460)
Costs and estimated earnings in excess of billings   24,497 
Inventories   (5,073)
Advances to suppliers   (257)
Other receivables   (3,496)
Deposits and other assets   (17,056)
Due from related parties   (511)
Accounts payable   1,950 
Deferred revenue   8,886 
Accruals and other payable   2,755 
Due to related parties   (11)
Income tax payable   446 
Other tax payables   (3,564)
Net cash provided by operating activities   17,792 
      
Cash flows from investing activities:     
Time deposits placed with banks   (20,394)
Purchases of property, plant and equipment   (267)
Proceeds from disposal of property, plant and equipment   35 
Maturity of time deposits   3,323 
Cash reduced upon deconsolidation of subsidiary   (16,681)
Net cash used in investing activities   (33,984)
      
Cash flows from financing activities:     
Proceeds from short-term bank loans   1,152 
Repayments of short-term bank loans   (3,028)
Proceeds from long-term bank loans   147 
Repayments of long-term bank loans   (230)
Proceeds from exercise of options   2,360 
Net cash provided by financing activities   401 
      
Effect of foreign exchange rate changes   (1,020)
Net increase in cash and cash equivalents  $(16,811)
      
Cash and cash equivalents, beginning of period  $229,095 
Cash and cash equivalents, end of period   212,284 

 

 

Hollysys Automation Technologies, Ltd

November 15, 2016

 Page 10

 

 

Non-GAAP Measures

 

In evaluating our results, the non-GAAP measures of “Non-GAAP general and administrative expenses”, “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, fair value adjustments of acquisition-related consideration, 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
    September 30,
    2016     2015  
    (Unaudited)     (Unaudited)  
             
Cost of integrated contracts   $ 69,914     $ 69,829  
Less: Amortization of acquired intangible assets     140       257  
Non-GAAP cost of integrated contracts   $ 69,774     $ 69,572  
                 
General and administrative expenses   $ 10,593     $ 9,811  
Less: Share-based compensation expenses     918       894  
Non-GAAP general and administrative expenses   $ 9,675     $ 8,917  
                 
Other income, net   $ 394     $ 4,496  
Add: acquisition-related incentive share contingent consideration fair value adjustment     -       (4,111 )
Non-GAAP other income, net   $ 394     $ 385  
                 
Net income attributable to Hollysys Automation Technologies Ltd.   $ 21,687     $ 30,260  
Add:                
Share-based compensation expenses     918       894  
Amortization of acquired intangible assets     140       257  
Acquisition-related consideration adjustment     -       (4,111 )
Non-GAAP net income attributable to Hollysys Automation Technologies Ltd.   $ 22,745     $ 27,300  
                 
Weighted average number of basic ordinary shares     60,068,894       59,063,334  
Weighted average number of diluted ordinary shares     61,114,540       60,641,182  
Non-GAAP basic earnings per share   $ 0.38     $ 0.46  
Non-GAAP diluted earnings per share   $ 0.37     $ 0.45