Cohu Inc (COHU) 2018 Q1 法說會逐字稿

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  • Operator

  • Greetings, and welcome to the Cohu, Inc. First Quarter 2018 Financial Results and Xcerra Acquisition Conference Call. (Operator Instructions) As a reminder, this conference is being recorded.

  • I would now like to turn the conference over to your host today, Mr. Jeff Jones, VP of Finance and the CFO. Please proceed, sir.

  • Jeffrey D. Jones - VP of Finance & CFO

  • Good morning, and welcome to our discussion of Cohu's most recent financial results and the announcement late last night that Cohu has reached an agreement to acquire Xcerra. I'm joined today by our President and CEO, Luis Müller.

  • Following our opening remarks, we'll provide details of our performance for the first quarter 2018 as well as our outlook for second quarter 2018, and then we'll discuss the proposed acquisition of Xcerra in greater detail.

  • If you need a copy of our earnings release, you may obtain one from our website, cohu.com, or by contacting Cohu Investor Relations. There's also a slide presentation that we will be using in conjunction with today's call that may be accessed through this webcast link on Cohu's website and is also posted as a PDF in the Investor Relations section.

  • Before we begin, you should all be aware that during the course of this conference call, we will make forward-looking statements reflecting management's current expectations concerning the company's future business. These statements are based on current information that we have assessed, but which by its nature is subject to rapid and even abrupt changes. Forward-looking statements include our comments regarding the Xcerra transaction; financing and expected benefits; opportunities with a European automotive customer; progress on a new thermal contactor; sales progress on PANTHER and Aquilae; first half 2018 growth; future results, including Q2 guidance; our effective tax rate; and any other comments we make about the company's future in response to your questions.

  • We encourage you to review the forward-looking statements section of the earnings release, the Xcerra acquisition release, as well as Cohu's filings with the Securities and Exchange Commission, including the most recently filed Form 10-K and Form 10-Q.

  • Our comments speak only as of today, May 8, 2018, and Cohu assumes no obligation to update these statements as a result of developments occurring after this call.

  • Further, our comments and responses to any questions will not make reference to any specific customers as we are precluded from disclosing such information by our non-disclosure agreements.

  • Finally, during the call today, we will also discuss certain non-GAAP financial measures. Please refer to our earnings release and the webcast presentation for a reconciliation to the most comparable GAAP measures.

  • And now, I'll turn it over to Luis.

  • Luis A. Müller - President, CEO & Director

  • Thanks, Jeff, and good morning, everyone. We have 2 topics for today's call. We begin with a review of Cohu's first quarter 2018 results and guidance for the second quarter, and then discuss the announcement last night of Cohu's definitive agreement to acquire Xcerra to create a global leader in back-end semiconductor equipment.

  • As Jeff mentioned, there's a slide presentation that I'll be reviewing as part of today's call that is included within the webcast or can be accessed as a PDF on our website.

  • Starting with the first quarter. Sales were up 17% year-over-year to $95.2 million and exceeded our increased guidance due to the accelerated ramp of thermal subsystems for mobile processor test. Non-GAAP EPS was $0.36. We captured 2 new large customers in the first quarter. One, in the European automotive market that selected the MATRIX tri-temperature pick-and-place handler, combined with our multi-beam test contactors and is a multi-year opportunity for Cohu, and our large Korean customer in the mobility market that qualified the Eclipse XTA platform. This new handler enables interface to factory robots and incorporates diagnostics and process monitoring capabilities in support of industry 4.0 standards.

  • During the quarter, we had strong recurring sales, particularly in the computing market and increasing demand for test contactors and spring probes as we continue to capture synergies and cross-selling opportunities with Cohu handlers. We had 5 key design win in the quarter and made very good progress with a new thermal contactor solution that becomes an active part of the system thermal control loop, eliminating the need for lengthy temperature calibrations. Our contactors also captured new applications at graphics, microcontroller and analog power customers. Additionally, first quarter sales included revenue from the PANTHER platform and growing interest in our acrylate visual inspection module.

  • Looking more specifically at first quarter orders by device segment. Processors were 33% of system orders. We received a multi-unit order for burn-in test platform upgrades and capacity expansion at a leading customer, and a thermal subsystem order for mobile processor test. Power management and discrete was 18% of system orders, mostly for turret handlers, testing devices used in the automotive and industrial markets. We had a key design win in the quarter at a European customer with our larger 32-position turret handler. The continued global demand for plug-in hybrid and fully electric cars is a major driver for this device segment.

  • Small signal discrete was 13% and mostly for turret handlers and some gravity systems. Mixed signal and RF was 11% of system orders, with customers utilizing various Cohu handlers, some on gravity, others turret. This segment has been affected by the slowdown in the smartphone market, while offset by growth in IoT-related devices.

  • Sensors represented 10% of system orders, contributing to increasing demand for our gravity handlers, coupled with magnetic MEMS stimulus modules. These devices are used in automotive end markets where we offer competitive solutions for certain MEMS device tests. LED was 8% of system orders, driven mainly by capacity expansion from a leading European customer, supplying devices for the automotive market and another customer in Korea testing devices for the Mobility market.

  • Digital and mixed signal was 7% of system orders, reflecting growing demand for our handlers testing semiconductors used in industrial market, while automotive digital applications were down in the quarter. Overall, industry conditions remain robust, and we project first half 2018 growth of approximately 11% relative to the same period last year. This is an improvement over prior sales projections, reflecting our strong order momentum and outlook.

  • With that, I'll turn it over to Jeff for details on the Q1 financials and guidance for the second quarter, before we switch topics to the acquisition of Xcerra.

  • Jeffrey D. Jones - VP of Finance & CFO

  • Thanks, Luis. Cohu's Q1 generally exceeded our revised expectations as we generated non-GAAP adjusted EBITDA of 15% on sales of $95.2 million. Cohu's first quarter results were strong across each business unit, including our contactor business, which represented approximately 11% of first quarter sales.

  • For Q1, the GAAP to non-GAAP adjustments include approximately $1.7 million of stock-based compensation expense, $1.1 million of purchased intangible amortization expense, $296,000 of acquisition costs related to Xcerra and a credit of $147,000 to adjust the earn-out valuation from the Kita acquisition. My comments that follow include -- including the Q2 guidance, are all based on Cohu's non-GAAP results, which exclude the impact of these items.

  • Sales for the quarter were $95.2 million and above our revised guidance of approximately $93 million as announced on March 21. One customer in the automotive market represented approximately 12% of sales. No other customer exceeded 10% of sales in the first quarter. Q1 gross margin was 42.4% and below our increased guidance, primarily due to a shift in product mix during the last 2 weeks of March.

  • Operating expenses for the first quarter of 2018 were $27.5 million and below our updated guidance of $28.3 million, due to product development materials and outside services forecasted for late Q1, which are now moved into Q2. Q1 operating expenses included a foreign currency loss of approximately $1.6 million.

  • The non-GAAP effective tax rate for Q1 was 20% and higher than our annual forecast, mainly due to the accrual of foreign withholding taxes in the event we repatriate funds to the U.S. As I mentioned before, our tax rate continues to benefit from profits generated outside the U.S. in countries with lower statutory income tax rates and in certain countries where Cohu has income tax holidays. Furthermore, the new tax rates will also benefit the company from profits generated in the U.S. that are taxable, along with those which do not currently incur a tax provision because of our valuation allowance.

  • As a result of these factors, we're expecting our effective tax rate to be approximately 17% for Q2 and 18% for the full year 2018. Cash receivable increased sequentially by $14.1 million, and DSO also increased by 6 days to 81. Inventory was flat sequentially, with inventory days decreasing by 12 to 108. Accounts payable days increased by 2 to 71 days. Overall, the cash conversion cycle improved by 4 days to 119.

  • Fixed asset additions in Q1 were approximately $1.1 million, and depreciation was $1.4 million. Cash declined quarter-over-quarter by $15.6 million as a result of an increase in the working capital of $11.2 million and the typical cash payments that are specific to Q1, including variable compensation and income taxes on RSU vesting.

  • Additionally, we made a $1.5 million earn-out payment in Q1 related to the Kita acquisition.

  • Deferred profit at the end of March was $3 million. That's down from $6.6 million at the end of the fourth quarter. The related deferred revenue at the end of Q1 was $5.9 million, down $4.6 million sequentially. Cohu's Board of Directors approved a quarterly cash dividend of $0.06 per share, payable on July 27, 2018, to shareholders of record on June 15, 2018.

  • And now moving to our guidance for Q2. We expect Q2 sales to be approximately $99 million, which reflects an increase of approximately 11% in revenue during the first 6 months of 2018 compared to the same period last year. Gross margin in Q2 is expected to be approximately 41.5%, and operating expenses for the second quarter are expected to be approximately $24.5 million.

  • I'll now turn it back to Luis to discuss the exciting news today regarding our acquisition of Xcerra.

  • Luis A. Müller - President, CEO & Director

  • Thanks, Jeff. So today is a very exciting day for Cohu. Earlier this morning, Cohu and Xcerra announced the signing of a definitive agreement, unanimously approved by both companies' Board of Directors, under which Cohu will acquire all outstanding Xcerra shares in a cash and stock transaction. Upon close, this transaction is expected to be immediately accretive and generate significant long-term shareholder value as well as be beneficial for customers and employees.

  • This transaction is a powerful combination of 2 complementary companies that will accelerate our strategy to diversify our product offerings and strengthen our position as a global leader in back-end semiconductor equipment. The depth and breadth of the combined product portfolios, engineering and product development resources as well as global customer support will enable us to deliver comprehensive semiconductor back-end solutions that better meet the future needs of our customers.

  • This acquisition meets our previously stated acquisition criteria, enabling Cohu to expand into profitable and complementary markets and delivering margins in line with our midterm financial model.

  • This day has been a long time coming. Xcerra's CEO, Dave Tacelli, and I first met over 3 years ago and have kept in touch over time. Through our discussions, it became clear that the potential of our 2 companies combined could surpass what each of us could do individually. Now I'll walk through details of the transaction and its strategic rationale. For those following along with the slides we posted on our website, please turn to Slide #3.

  • I'll start with the strategic rationale. Combining Cohu and Xcerra makes sense for a number of reasons.

  • The transaction brings together complementary products in core test and inspection handlers, test contactors and expands our product portfolio into semiconductor and PCB test equipment. The combination broadens our existing footprint in key high-growth areas, particularly in the secular growth markets of Automotive, Industrial, IoT and Mobility. The combined company will serve a total addressable market of about $5 billion, with a highly diversified customer base.

  • On the next page, the combined company has increased scale, revenues of approximately $800 million and a strong margin profile. The product portfolio is highly complementary and diversified across back-end semiconductor and printed circuit board manufacturing.

  • Now turning to Slide #5. Joining forces with Xcerra is highly aligned with our strategy. Our test and inspection handler and consumable businesses are complementary, and combining them drives scale, enhance customer relevance, along with the ability to increase investments over the longer term in more fundamental technologies. Xcerra also expands our business into adjacent markets, such as automated test equipment and PCB manufacturing.

  • Turning to Page 6. With our core test and inspection handlers, the combined company brings together broader application coverage across the various semiconductor device segments. Both companies are well established across key end market applications, particularly focused in Automotive, Industrial, IoT and Mobility.

  • Now on Page 7. The test contactor business is a key strategic objective of Cohu, and this acquisition will provide new cross-selling opportunities with handlers and accelerate technology development to better address customer challenges. Test contactors is a $720 million fragmented space, growing with semiconductor unit volume and challenged to resolve tough requirements in signal integrity, thermal management and performance, interacting both with the automated test equipment and the handler. We see opportunities to address these requirements and accelerate the pace of innovation and new solutions to customers.

  • On to Page 8. The transaction expands our product portfolio, adding leading capabilities for certain segments of semiconductor test. Xcerra gained significant momentum in SoC test over the past 18 months, while outgrowing the competition and the market with cost-effective solutions in RF, RF PA, power management and digital applications on Diamondx and new market penetration of flat panel display drivers.

  • Now turning to Page 9. Both Cohu and Xcerra are focused on the attractive and growing Automotive Industrial, IoT and Mobility end markets. With the acquisition of Xcerra, we strengthen our position in both Automotive and Industrial semiconductor applications.

  • If you turn to the next page, you'll see that these markets are growing more rapidly than the overall semiconductor industry. The proliferation of IoT applications has positively impacted our business across multiple segments.

  • On Page 11, the acquisition of Xcerra diversifies Cohu's revenue base and increases our addressable market to approximately $5 billion across handlers, contactors, inspection and automated test equipment, strengthening our ability to capitalize on secular growth opportunities in the Automotive, IoT, Industrial and Mobility. The combination creates a global leader in back-end semiconductor equipment, with combined company revenue of approximately $800 million. And we see opportunities for future growth by providing customers with a complete portfolio of solutions for semiconductor manufacturing.

  • I'll now hand it over to Jeff for more details on the financial aspects of the transaction.

  • Jeffrey D. Jones - VP of Finance & CFO

  • Thanks, Luis. So please turn to Page 12 of the presentation. The combined company, without synergies on a pro forma basis, would have had approximately $800 million in revenues, 44% non-GAAP gross margin and 16% non-GAAP EBITDA margin over the last 12 months. As Luis highlighted earlier, we expect more than $20 million of annual run rate cost synergies, excluding approximately $7 million of stock-based compensation within the first 24 months after closing the transaction.

  • Over the mid-term, we're targeting higher margins for the combination due to synergies in COGS, operating expenses and new product innovation. The scale of the combined company drives down the relative SG&A expense to revenue percentage, and the transaction is expected to be immediately accretive to non-GAAP earnings per share at closing.

  • Now turning to Page 13. The total transaction consideration is approximately $796 million, consisting of approximately 65% cash and 35% Cohu stock. Xcerra shareholders will own approximately 30% of the combined company and will receive $9 in cash for each share of Xcerra common stock and 0.2109 shares of Cohu stock for each share of Xcerra common stock. The cash consideration will be funded by a combination of cash from the combined company's balance sheet and a new senior secured Term Loan B, the details of which are on the next slide.

  • The transaction is subject to approval by Cohu and Xcerra shareholders and customary regulatory approvals. The transaction is also subject to customary closing conditions and is expected to close in the second half of 2018.

  • The next page includes a financing summary for the transaction. We will borrow $350 million under a senior secured Term Loan B facility that will be available at the time of close. Considering the most recently reported cash balances for both companies, post-closing, Cohu will have $362 million of outstanding debt, pro forma cash of approximately $132 million, net debt of approximately $230 million and a total leverage ratio of 2.7x last 12 months pro forma EBITDA.

  • Now with that, we'll open the line for questions.

  • Operator

  • (Operator Instructions) Our first question comes from Edwin Mok with Needham & Company.

  • Yeuk-Fai Mok - Former MD & Senior Analyst

  • Great. Congrats for getting the deal and also a good quarter. Let me start with the quarter, just to kind of get some color on the quarter. It sounds like you guys have some acceleration of mobile subsystem demand on the first quarter. Is that continuing into the second quarter? That's the first part. And then, kind of focusing on the 2 wins that you guys talked about, the Korean customer and the European auto customer. I know that in the first quarter, you guys get qualifying and get decent revenue on that. How -- do we expect continued business from this customer, from the Korean customer? and then for the European customer, when do we expect the revenue to come from that customer?

  • Luis A. Müller - President, CEO & Director

  • Edwin, this is Luis. Nice to speak to you again today. So let's start with the thermal subsystems. We had orders for multi-quarter delivery of thermal subsystems, and it happened to have an accelerated delivery of a first one at the end of the first quarter, so that was the upside onto our revised guidance. And certainly, additional systems will be delivered here in the second quarter. They're part of the guidance. As for the 2 customers that you mentioned, we do -- on the Korean customer side, we do expect to be shipping systems throughout this year and receiving orders also throughout this year. That's going to be an ongoing business not only in 2018, but onwards from there as well. For the other customer, the automotive customer, that business is secured from an agreement perspective. We won the business, but actual revenue recognition system shipments are in the future, hasn't happened at this point.

  • Yeuk-Fai Mok - Former MD & Senior Analyst

  • And we don't have visibility in terms of when that will happen, but -- [at least not enough?]

  • Luis A. Müller - President, CEO & Director

  • No, not exactly. I mean it will be demand based. It will be that customer's demand base that will drive that. I don't have a clear visibility into that right now.

  • Yeuk-Fai Mok - Former MD & Senior Analyst

  • Okay, good. And then sorry if I missed it, Jeff, what was the gross margin guidance for the second quarter? And how do you kind of think about gross margin beyond just the near term?

  • Jeffrey D. Jones - VP of Finance & CFO

  • The guidance for Q2, Edwin, was 41.5%. We continue to think about gross margin in terms of our model. The different revenue levels, we'll work through 42% at $400 million or $100 million per quarter, up to 45% gross margin with annual revenue of $500 million or $125 million per quarter. So that hasn't changed.

  • Yeuk-Fai Mok - Former MD & Senior Analyst

  • Okay. So we should basically stick with your model. Okay, great. And then on the Xcerra deal, I guess I have 2 questions. First is, the synergies of $20 million seems to be low, given you guys have combined [coverage] of over 200 million right? Just curious how does that breakdown between OpEx and cost of goods sold? And what drives $20 million versus a bigger or smaller number?

  • Jeffrey D. Jones - VP of Finance & CFO

  • Well, that, again is our initial estimate at the number. It's over the first 24 months, and the breakdown of that is approximately a 1/3 in COGS and 2/3 in operating expense, as best as we can see at this point.

  • Yeuk-Fai Mok - Former MD & Senior Analyst

  • I see. So this is the first shot on that, okay. That's great. And then last question I have, just on kind of regulatory approval. Do you expect have to go for every regions, or is there kind of any way you can speed up the regulatory approval of that? And specifically in the handler space with the combined company, how much share do you guys have in the market? And is that going to be a concern for regulatory?

  • Jeffrey D. Jones - VP of Finance & CFO

  • So on the regulatory question, Edwin, we worked to whittle it down to a couple of countries, so that we're not having to fly to a number of different countries. So we're generally focused on U.S. and Europe.

  • Luis A. Müller - President, CEO & Director

  • And as far as handlers go, Edwin, we have really, over time, focused on different applications, different parallelism tests. So by and large, the products are complementary across the application-specific spectrum.

  • Operator

  • Our next question comes from Patrick Ho with Stifel.

  • J. Ho - MD of Technology Sector

  • Maybe first off with the deal itself. Given that you mentioned, Luis, that you've been talking some time with Xcerra. Can you just give us kind of like the, I guess the updated version of when you reinitiated talks. And it seems like things kind of came about pretty quickly, considering they were coming off their failed attempt to be acquired by a Chinese entity. How did it get started again on your end, in terms of getting this deal done this time around?

  • Luis A. Müller - President, CEO & Director

  • Patrick, it's basically what you just described. Once the -- their transaction with Hubei broke apart, and it was made public, we reassessed the situation. And I contacted Dave again, and we reengaged in dialogues.

  • J. Ho - MD of Technology Sector

  • Okay, great. And, Jeff, maybe as a follow-up question in terms of some of the new targeted model metrics you have for the combined company, given that both of you have somewhat different manufacturing strategies. Xcerra has traditionally, on their test business, used the contract manufacturer, Jabil, and you guys have shifted a lot over to Asia. How do you look at that rationalization? Is that a potential area where you could get additional cost synergies versus the $20 million you've highlighted to date?

  • Jeffrey D. Jones - VP of Finance & CFO

  • I think as you know, Patrick, the testers and handlers are different types of equipment, manufactured in different ways. So I think at the moment, we're looking at their manufacturing model for testers, which is outsourced as something that we won't be modifying, at least not initially. But on the handler side of things, we have a good operation in Malacca that we continued to transition product to, and so we'll be looking to leverage the fixed costs in that operation and drive further gross margin gains by adding Xcerra volume to the operation.

  • Operator

  • Our next question comes from David Duley with Steelhead Securities.

  • David Duley - Research Analyst

  • Just first, a clarification, I think you raised your guidance for the first half revenue growth to 11%. I think it was 9% before. Is that the right increase? And what was the upside driven by?

  • Jeffrey D. Jones - VP of Finance & CFO

  • Dave, it's Jeff. We have said over the last couple of quarters that we expected a 10% increase in the first half of '18 over '17. And so we are about 11% currently. And as we talked about, the markets, across the board, continued to be strong, so still seeing good strength in Automotive and Mobility. We talked about the increase in revenue in Q1. So I think it's a -- continues to be a broad-based demand, and it's an 11% growth versus the 10% that we had highlighted previously.

  • Luis A. Müller - President, CEO & Director

  • I would also add industrial market to Automotive and Mobility. The industrial has been doing well as well.

  • David Duley - Research Analyst

  • And I guess many companies in the food chain have been impacted by slower Mobility handset sales from Apple, and I was just wondering how that might have impacted you guys during the quarter.

  • Luis A. Müller - President, CEO & Director

  • Dave, we have seen some, but honestly, not to the degree that I can read out from some of the other companies. We continue to have actually a strong pull for thermal subsystems, which are applied to digital processor test. And we continue to have a very strong demand for handlers that got used in bar management ICs and RFIC test and also inspection. It's a little challenging for us to know if those are going into a mobile application or some other general consumer connected device, call it IoT for now, or even automotive connective device, so therefore IoT. So demand remains actually pretty strong for those 2 classes of products.

  • David Duley - Research Analyst

  • Okay. And then on the Xcerra acquisition, just a couple of questions there. How did you come up with the valuation? And how accretive do you expect it to be to your results currently? Any way that you can help provide color there would be great. I realize it may be a difficult question to answer.

  • Jeffrey D. Jones - VP of Finance & CFO

  • Well, I'll start with the first one, Dave. It's a combination. It's largely driven by negotiation, projected valuation. In this case, with Xcerra coming off of the Hubei deal, their valuation was capped there for quite a while, and so it was just a matter of discussion and negotiation between the teams, and then, of course, the -- looking at total value, how does that compare to market valuations to really come up with the right number.

  • Luis A. Müller - President, CEO & Director

  • And looking at the company, current financials, current strength, recent gains in the SoC test market and future prospects.

  • Jeffrey D. Jones - VP of Finance & CFO

  • Dave, you had a second question. Can you tell us what that was again?

  • David Duley - Research Analyst

  • Yes, the amount of accretion that you expect from this deal, any sort of help that you can -- you mentioned that it's immediately accretive. I was just wondering if you could help us understand to what extent, or any other details around that.

  • Jeffrey D. Jones - VP of Finance & CFO

  • Yes, it's -- I think at this point, we're just going to -- we're going to stay with our $20 million of synergies over the next 24 months. It's a little bit early for us right now. It's significant, but driven largely by those synergies.

  • David Duley - Research Analyst

  • Okay. And then when you look at your handler product line, obviously, there's going to be some overlap. Do you have to do some elimination of product lines? Or do you plan to support all the products going forward?

  • Luis A. Müller - President, CEO & Director

  • Dave, as I mentioned before here, if you actually look into the details of the product lines, we have focused on application specifics that are different company to company. So across the parallelism spectrum, the test time spectrum, and therefore semiconductor device types, you see that the handlers are actually quite complementary, and it accelerates us being able to more fully support customers, both in Automotive, Mobility and industrial markets.

  • David Duley - Research Analyst

  • Okay. And I'm not sure if you gave this to us. But as far as those rapidly growing segments that you showed in the slide presentation, what percentage of your revenue comes from each one of those buckets at this point, Automotive, Industrial, Consumer Mobility and IoT?

  • Luis A. Müller - President, CEO & Director

  • Dave, if you reference Page 9 of the acquisition slide deck, you'll see there the sort of the Cohu distribution across Auto and Industrial markets, Mobility, Consumer, Computing, Solid State lighting. And then to the right, you'll see Xcerra and then the pro forma combination, where we become -- based on current numbers, 45% Auto and Industrial, 35% Mobility, 15% Consumer and then Computing and Solid State, the balance. And this is on a systems-based revenue.

  • David Duley - Research Analyst

  • Okay. I'm sorry, I did see that slide, I didn't pick up on that. But that's good that you have 45% Auto and Industrial exposure, going forward. I think that's a market that everyone likes.

  • Operator

  • Our next question comes from Craig Ellis with B. Riley and Company.

  • Peter Peng - Associate Analyst

  • This is actually Peter Peng calling in for Craig Ellis. Congratulations on the deal and the quarterly execution. I just want to start off on the second quarter guidance on the gross margins. Are there any one-offs or kind of product mix at play there?

  • Jeffrey D. Jones - VP of Finance & CFO

  • Nothing significant, Peter. Again I would say that when you're looking at our gross margin, we would expect it to be in line with our model. And we are right about in line with our model, which is, at $100 million, we'll be at 42%. So we're guiding -- at $99 million, we're guiding to 41.5% gross margin. So there's nothing -- no significant one-offs or anything in the Q2 revenue.

  • Peter Peng - Associate Analyst

  • Great. And then just kind of -- can you talk about the visibility into third quarter? And then maybe on a half on half basis, how do you see that?

  • Luis A. Müller - President, CEO & Director

  • I think the best thing to say here is talking about the current quarter orders, which continue to be strong, actually, really strong and trending up as we go into the quarter. So that gives us confidence for the third quarter of this year, and I won't speak much for the totality of second half. To be honest. We have been quite focused on this transaction over the last few weeks here. So I'll just speak to the third quarter now.

  • Peter Peng - Associate Analyst

  • Okay. And switching to the deal. Can you kind of talk about some of the potential revenue synergies just from the products?

  • Luis A. Müller - President, CEO & Director

  • Yes, sure. We haven't really put in anything for cross-selling opportunities in our financial model, and we're only using the over $20 million as cost synergies at this time. But we will be exploring opportunities for cross-selling revenue synergies once the transaction closes, or by the time it closes.

  • Peter Peng - Associate Analyst

  • And then in terms of the cost synergies, is this a fairly back-end loaded kind of, or is this kind of equally split across the first and second year?

  • Jeffrey D. Jones - VP of Finance & CFO

  • Yes, Peter, it's more the latter. We kind of see it as a more linear progression as time goes on. So I think over the 24 months, I'd expect about half of that in the first 12 and half in the second.

  • Peter Peng - Associate Analyst

  • And one more question before I hop back in the queue. Can you talk about the debt cost for this?

  • Jeffrey D. Jones - VP of Finance & CFO

  • Excuse me, I didn't catch that.

  • Peter Peng - Associate Analyst

  • The debt cost, the potential debt cost.

  • Jeffrey D. Jones - VP of Finance & CFO

  • Yes, it's going to be -- we expect it to be right around 4.8%, 4.9% in total. That's a LIBOR plus about 250 basis points.

  • Operator

  • Our next question comes from Tom Diffely with D.A. Davidson.

  • Thomas Robert Diffely - MD & Senior Research Analyst

  • Attractive acquisition here. So first question, on the mid-term model that you put out there, the 48% and the 22% EBITDA. Does that just require the synergies in the core business? Or is there a certain level of growth you need to achieve those targets?

  • Jeffrey D. Jones - VP of Finance & CFO

  • It is -- it's mainly driven by the synergies, Tom. Modeling out future growth is hard to do in this business, and so we've really not been too aggressive on that end of it. So as we look forward and try to estimate what the cost synergies would do, that's what's driving the impact on gross margin, the growth in gross margin.

  • Thomas Robert Diffely - MD & Senior Research Analyst

  • Okay, great. And then, I really like the slide you had, Page 7, on the contactor market. What would a similar slide look for the handler business, as far as other players and your percentage overall?

  • Luis A. Müller - President, CEO & Director

  • We haven't done that analysis yet, Tom. We're waiting on the market reports from last year and our collective knowledge that we were running through right now of installed base of equipment to make adjustments to some large privately held companies. So we don't have that information at this time.

  • Thomas Robert Diffely - MD & Senior Research Analyst

  • Okay. And I guess just big picture, when you look at doing this acquisition today versus perhaps a year ago, when Xcerra was in a go shop mode during their acquisition, prior acquisition. What is the difference? Is it simply that they gained share and the market has gotten stronger over the last year, and so it became a more attractive target for you?

  • Luis A. Müller - President, CEO & Director

  • Well first of all, they are a different company today than they were a year ago. They're stronger financially. They have gained share in SoC. They have very good customer prospects going forward. And that's -- they're available right now. So that makes it actionable.

  • Operator

  • Ladies and gentlemen, we have come to the end of the Q&A session. And I would like to turn the call back over to management for closing comments.

  • Jeffrey D. Jones - VP of Finance & CFO

  • Thank you for joining us today. We look forward to speaking to you at upcoming investor conferences we plan to attend, including the B. Riley FBR and Cowen conferences later this month, the Needham and Stifel conferences in June and the CEO Summit in July, or when we report our second quarter 2018 results. Thanks again and have a great day.

  • Operator

  • This concludes today's teleconference. You may disconnect your lines at this time, and thank you for your participation.