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Operator
Good day, ladies and gentlemen, and welcome to the Nanometrics Q2 2014 conference call. (Operator Instructions) As a reminder, this conference call is being recorded. I would now like to turn the call over to your host, Miss Claire McAdams. Miss McAdams, you may begin.
Claire McAdams - IR
Thank you, and good afternoon, everyone. Welcome to the Nanometrics second-quarter 2014 financial results conference call. On today's call are Dr. Timothy Stultz, President and Chief Executive Officer; and Ronald Kisling, Chief Financial Officer.
Shortly, Tim will provide a recap of the second quarter and our perspective looking forward. Then Ron will discuss our financial results in more detail, after which we will open up the call for Q&A.
The press release detailing our financial results was distributed over the wire services shortly after 1:00 PM Pacific this afternoon. The press release and supplemental financial information are also available on our website at www.nanometrics.com.
Today's conference call contains certain forward-looking statements, including but not limited to financial performance and results including revenue, operating expenses, margins, profitability, and earnings per share. Although Nanometrics believes that the expectations reflected in the forward-looking statements are reasonable, actual results could differ materially from the expectations due to a variety of factors, including timing of product acceptance, general economic conditions, changes in timing and levels of industry spending, the adoption and competitiveness of our products, industry adoption of new technology and manufacturing processes, customer demand, shifts in timing of orders or product shipments, changes in product mix, our ability to successfully realize operating efficiencies, and the additional risk factors and cautionary statements set forth in the Company's Form 10-K on file for fiscal year 2013, as well as other periodic reports filed with the SEC from time to time.
Nanometrics disclaims any obligation to update information contained in any forward-looking statement. I will now turn over the call to Tim Stultz. Tim?
Tim Stultz - President & CEO
Thank you, Claire. And good afternoon, everyone. We appreciate you taking the time to join us on our call today.
Today my prepared remarks will address highlights of the quarter, some brief comments on the industry environment, an update on our business outlook, and guidance for the September quarter.
Before going forward with my prepared remarks, I want to first address the disproportionate decline in our expected third-quarter revenues relative to our peers. Along with the widely reported pause in industry spending, we are seeing a precipitous drop in our third-quarter spending on process control metrology by both of our two largest customers.
Revenues from those two customers alone are expected to decline more than 80% quarter on quarter. It is highly unusual for us to see such a meaningful simultaneous drop in sales to both of them within the same fiscal quarter. This decline is absolutely not due to a loss in share, but rather is an anomaly due to the timing of their spend.
Further, our announced new slot wins with multiple industry leaders are almost exclusively for advanced leading edge semiconductor devices, sales from which will manifest as market share gains and revenue growth later this year and through 2015.
Based on these factors, our order pipeline and current customer commits, we do expect a significant snap-back in revenues for the fourth quarter and going into 2015. Now turning to a review of our June results.
From a financial perspective the second quarter came in largely in line with our expectations with earnings $0.02 better than our midpoint guidance, aided by a 100 basis point quarter on quarter improvement in gross margins, and slightly lower than forecast spending.
Notably, this quarter we had record foundry revenues and we counted five of the world's leading semiconductor manufacturers as 10% customers, a first for Nano. We see this as evidence of our progress in key account penetration, reduction in customer concentration, and solid execution against our strategic initiatives.
On the competitive front, we gained additional market share at one of the industry's largest memory manufacturers by winning new tool-of-record positions for both our Atlas automated and IMPULSE integrated metrology systems for 3D-NAND process control applications. This new slot will contribute materially to our future business, as this customer ramps their 3D memory technology node.
During the quarter, we also benefitted from additional deployment of our Atlas optical critical dimension, or OCD, system into a pure-play foundry high volume manufacturing facility for use in the manufacture of 1X FinFET devices.
And we received multiple follow-on orders for our UniFire for advanced packaging applications, including installation into new fab locations, further strengthening our position in this emerging market, an attraction of this enabling product.
With these new competitive wins and follow-on orders, we have now established key process control tool-of-record positions in the leading edge fabs of every major memory, logic, and foundry customer. And by doing so, we continue to strengthen our position as a trusted provider of process control solutions for the most advanced and demanding device fabrication challenges our customers face.
When I use the term process control solutions, I'm not simply referring to new tools with enhanced performance capabilities. The landscape for process control metrology is, in fact, changing dramatically, as our customers push the envelope in process complexity, while they struggle to extract ever-tighter process results and performance matching from their process tools, tool to tool, and fab to fab.
To meet these challenges, metrology data from both our automated as well as integrated tools is being used with feed-forward and feed-backward strategies to modify and control process parameters within and between different process steps and tools.
Known as advanced process control, or APC, this use of in-line and in-situ metrology data is becoming ever more critical to delivering consistent performance and accelerated yield ramps in the leading edge devices.
And as a direct result, you can now find our IMPULSE metrology tools integrated onto Etch, CVD, CMP, and track systems at multiple customer sites, and being used actively for APC in the most advanced fabs in the world.
The take-away is that the market for process control metrology solutions is evolving, becoming increasingly critical to meeting the demands of new device fabrication and in turn driving closer cooperation between process tool suppliers, device manufacturers, and APC providers. And Nanometrics is playing a seminal role in this evolution.
Now turning to industry spending, as we stated last quarter, whereas we have seen some strength in DRAM investments, a large amount of 3D-NAND and advanced logic spending on process control is being pushed out into the fourth quarter and into 2015.
In addition, a large foundry customer has further delayed the timing of their capacity ramp for FinFET logic devices, as yield and competitive market challenges have driven changes in investment dynamics and strategies within the foundry space.
Collectively our biggest customers have dramatically cut back their near-term spending on process control metrology for advanced devices and are focusing on process tools for current technology node capacity, while they wrestle with yield and performance challenges of the next-generation devices.
Since our focus and recent share gains in tool-of-record positions have been almost exclusively tied to leading edge devices, these investment push-outs have led to a significant drop in demand for our products in the current or third quarter.
Based on our orders, backlog, and customer engagements, however, we are reasonably confident that this is a short-term issue with a revenue turnaround expected in the fourth quarter. We also hold an optimistic outlook for a strong 2015, as our R&D tool-of-record selections make the transition to high volume manufacturing simultaneously at multiple customers in 16 nanometer and 14 nanometer logic and 3D memory devices.
We are further encouraged by forecasts by industry analysts for wafer fab equipment spending to increase in 2015, and for an unprecedented sixth year in a row to be in the range of $30 billion.
And within WFE spends, the reliance upon process control tools and strategies is expanding, as the role of traditional -- shrinks to meet cost performance goals takes a backseat to complex lithography, 3D transistors, 3D memory structures, and 3D packaging.
What I can say with certainty is that the level of our engagements with the leading customers in the industry for new applications and tool use cases is continuing to grow at an ever-increasing rate. And the number of OCD applications we have developed and deployed into new technology nodes is at an all-time high and growing.
These applications and use cases in turn will drive incremental tool demand and growth of our business as new nodes roll out and capacity is put in place. So while we are faced with a significant drop in forecast revenues in the third quarter, we are bullish on our long-term outlook and remain committed to our mission of growing market share and increasing our footprint with the largest customers in our industry.
Finally, before turning to our guidance for the third quarter, I will mention that as we discussed during our last call, operating expenses are forecast to come down quarter on quarter as we reach completion of certain R&D investments that were accelerated to meet customer demands and needs.
We have also taken some additional steps to reduce spending through restructuring and consolidation of certain foreign operations into our domestic operations. This will improve operational efficiency, reduce organizational redundancies, and eliminate some overhead expenditures. Ron will provide more color on this in his prepared remarks.
With that, our guidance for the third quarter is as follows: Revenues of $25 million to $30 million and on a non-GAAP basis gross margin of 37% to 46%, operating expenses of $20.8 million to $21.3 million and a loss of $0.17 to $0.30 per share. Ron?
Ron Kisling - CFO
Thank you, Tim. And good afternoon. Before I begin my comments, I'd like to remind you that a schedule which summarizes GAAP and non-GAAP financial results discussed on this conference call, as well as supplemental revenue segment information by product, end market and geographic region is available at the Investor section of our website.
Second quarter revenues were $48 million, down 7% from Q1 and up 39% from Q2 2013. Product revenues decreased 9% to $39.2 million, compared to $43.3 million in the prior quarter, as increased sales of our flagship Atlas automated tools were offset by declines in sales of our UniFire and integrated products from relatively high Q1 levels.
Automated tool revenues in total were essentially flat with the prior quarter and comprised 70% of total revenue. Integrated tool revenue decreased 59% over the prior quarter and comprised 6% of total revenues.
Materials characterization tool revenues increased 18% and comprised 6% of total revenues in Q2. And service revenues increased 6% and comprised 18% of total revenues.
By end market, the largest increase occurred in foundry, which increased 147% and comprised 33% of tool revenue. Sales into the memory market decreased 42% from Q1 and comprised 41% of tool revenue.
And sales into the logic, IDM, and data storage end market increased 38% and comprised 19% of tool revenue. And revenues into the LED, silicon wafer, and discrete end market decreased 18% and comprised 7% of tool revenue.
As Tim mentioned, we hit a new milestone in the quarter with five customers contributing 10% or more to our total revenues for the quarter. Intel contributed 18%, SK Hynix 18%, Samsung 16%, GlobalFoundries 15%, and TSMC 11%. As a reminder, our revenue segmentation information is available on our website.
Turning to other P&L metrics, my prepared remarks regarding the income statement refer to non-GAAP measures unless I identify the measure as GAAP-based. These measures exclude the impact of amortization of acquired intangible assets.
Our Q2 gross margin was 49.1%, just above the midpoint of our guidance and up 100 basis points from the first quarter. Product gross margin decreased slightly to 49.5% from 50%. And service gross margin increased to 47.1% from 38.4%, largely due to the increase in total service revenues, which included an uptick in upgrade sales.
Operating expenses were essentially flat with Q1, coming in at the low end of our guidance. As we indicated in our last earnings call, we expect spending to decrease in the second half of 2014 due to typical seasonal decline and completion of a certain R&D program, resulting in Q3 operating expenses of $20.8 million to $21.3 million, a reduction of between $800,000 and $1.3 million from the second quarter.
In addition, in July we initiated the consolidation of our UK engineering operations into our US operations. This consolidation will improve operational efficiency, reduce organizational redundancies, and eliminate certain overhead costs. This consolidation is expected to reduce ongoing quarterly operating expenses by approximately $500,000.
Due to the timing of these adjustments, we won't see the full benefit of these changes until the second quarter of 2015. In connection with this consolidation, we expect to incur between $1.2 million and $1.5 million of expense for severance and other personnel-related costs, relocation, and facilities, which we will record as a restructuring charge in the third quarter.
Net income in the second quarter was $1.1 million or $0.05 per share, compared to $2.1 million or $0.09 per share in the prior quarter. At June 28th, our cash and investments were $87 million or $3.64 per share. Our DSO was 63 days, in line with our historical experience. And inventory decreased $2 million to $38.1 million at the end of the second quarter.
We ended the quarter with head count of 540 employees, a net decrease of three employees from the prior quarter. And with that, I'll turn the call over for questions. Operator?
Operator
Thank you. (Operator Instructions). Mahesh Sanganeria, RBC Capital Markets.
Mahesh Sanganeria - Analyst
Tim, just if you can provide some more color on the drop in the third quarter. Not a surprise. We have seen that from other companies reporting. But I haven't seen this kind of a divergence between lithography process control and dep and etch in the past where lithography and process control is so far different than the deposition and etch.
So can you give us some -- can you explain it to us a little bit what's driving that de -- the variation within the segments?
Tim Stultz - President & CEO
Sure, Mahesh. And thanks for calling in. I think on a general level you look at the investment profiles into front end -- into process control versus process tools. And typically in all new technology nodes there's a front-end loaded investment in process control tools that then softens as you go to the backend when they start adding capacity to it.
And we see over -- outperformance in the process control tool companies in the early phase of the investment cycle. And you see relative under-performance versus -- vis-a-vis process tools.
Now, when we look at where we are on the investment cycle with our customers, you see that the new technology nodes are the ones that are being pushed out. So the logic devices in foundry, the 3D-NAND, those things have been pushed out.
There was heavy investment in the 3D-NAND early part of this year and towards the end of last year. And now there's been a decline in that investment during the second half of the year.
So a lot of it I think, simply stated, is a timing of investment between process tools, which are front-end loaded, and -- I mean process control tools which are front-end loaded and process tools, which are back-end loaded.
Mahesh Sanganeria - Analyst
And so you're saying that you're going to see a pick-up in the investment in Q4. Is that all the customers who are engaged in 16 nanometer, 14 nanometer? Or it's one or two? How is that working out? It's the timing of all the customers are kind of -- are they aligned the same way? Or there's one going to ramp later than others?
Tim Stultz - President & CEO
Yes, they're not exactly aligned together. We'd love them to do that. But what we are seeing is more on the logic side towards the end of the year in pickups. And then the beginning of next year we start to see more of the investment in the second phase of some of the 3D memory devices.
We'll see some pick up towards the end of the year but it's -- there's a little front-end edge to the foundry 16 nanometer, 14 nanometer investments, which have been pushed out as they stretched out the 20 nanometer node. And then we see a pickup in the second phase investments on 3D-NAND around the beginning of the year.
Mahesh Sanganeria - Analyst
And so you're talking about the second phase of 3D-NAND rather than the new players. So it's still concentrated on -- for the 3D-NAND for early next year?
Tim Stultz - President & CEO
Yes. I think that when we look at the other folks that are focusing on 3D-NAND, there's still a fair gap between where they are in the maturity of the development of those products and what we see from some of -- the leader in that space.
We see the right -- the race tightening. And at least one of the competitors is actually starting to accelerate their investment. And we may see a pickup of that in the fourth quarter, since we are now tool-of-record there.
Mahesh Sanganeria - Analyst
Okay, that's very helpful. Thanks, Tim.
Tim Stultz - President & CEO
Okay.
Operator
Patrick Ho, Stifel.
Patrick Ho - Analyst
Tim, I apologize if you had already addressed this. I understand with the two of your largest customers coming down significantly in the third quarter, are you seeing any other markets, like say DRAM that would have helped offset some of that sharp decline? Or is that something where you see the capacity buys in that market segment a little later versus some of your process peers?
Tim Stultz - President & CEO
Yes, Patrick, I'll make sure I understand. Are you looking for more clarity on the disparity between our forward guidance and some of our peers? Or are you talking about in general for the industry?
Patrick Ho - Analyst
No, I think just in general for the industry. Because I understand that there's a customer concentration aspect to your decline. But I thought like other market segments like DRAM were picking up during the quarter that you would have seen some of that offset the decline from your two largest customers.
Tim Stultz - President & CEO
Right. So if we're talking about -- so within the quarter, the results actually came out pretty much in line with what we thought. So on the Q2 results, in fact, we were very pleased that we had for the first time ever 5 10% customers showing that we've gotten some meaningful market penetrations.
If you're talking about the guidance into the third quarter, what we're seeing is that a couple things are occurring. One is that the 20 nanometer node has been stretched out, it will probably be larger than a lot of folks thought.
16 nanometer got pushed out. Yields on 3D-NAND have been down and as a result they're looking at second-generation vertical memory devices as the point of entry. And the fast followers on the 3D memory folks are beginning to make some technology investments, but aren't even close yet. Within -- like I say, not within a quarter or so of ramping production.
So we saw some help in it from DRAM, if that -- going back into Q2. DRAM still will have some spending going forward but we're -- what really turns the corner for us and why we think there'll be a material snap-back in the fourth quarter is going to be the foundry spending. Some of the advanced logic, but in particular going into the beginning of 2015 the second phase of the vertical memory devices.
And I think that on top of that we have a newer customer that is pushing pretty hard to become competitive in the 3D memory devices. And that may -- that is projected to materially contribute to the snap-back in Q4 and going into Q1.
Patrick Ho - Analyst
Actually, that's really helpful. Maybe then changing the subject a bit. A lot of your customers, although not maybe publicly, are I believe aggressively starting to work on 10 nanometers in addition to getting the ramp of FinFET out there.
From your perspective, and I know it's really early at this point, in the development work, how do you see OCD metrology and for yourself in terms of the transition from the first generation of FinFET to 10 nanometers?
Tim Stultz - President & CEO
So there's two things. What's going on with OCD metrology and then a little bit of how does that reflect on Nanometrics, Patrick.
First one is we're seeing increased utilization, increased sampling of the wafers using OCD as they're moving to these 10 nanometers and smaller devices. We're currently engaged with multiple customers in helping that.
So we're getting early peeks into how they're addressing it And some of the challenges going into that process. So as you'll see from our investor presentation, which can be found on our web, we see multiple, anywhere from 15% to 24%, 25% increase in the utilization of OCD and the opportunities for OCD going down and as you scale down in the logic devices.
I think the other thing that, you were talking about 10 nanometer, that may come into play, too, is that there may be, because of the extension of 20 nanometer, you may see either an abbreviated or a skip of 16 nanometer to get down to 14 nanometer and 10 nanometer in order to remain competitive, just because of the timing and the competitive structure and the tremendous push from the end users such as the fabless companies who are pushing very hard on the performance advantages of FinFET.
Patrick Ho - Analyst
Great. Thank you very much.
Tim Stultz - President & CEO
Okay.
Operator
Josh Baribeau, Canaccord.
Josh Baribeau - Analyst
Certainly one of the nice positives, as you pointed out, is the top five customers all accounting for 10% plus, the new one, of course, being GlobalFoundries. Do you view this as more of a push from Samsung, which was one of your -- obviously a long-term strong customer of yours, and that partnership they have there? Or is there something else going on that maybe isn't Samsung's process?
Tim Stultz - President & CEO
Yes, Josh, good question. And I think we've said before that we certainly have benefitted from the very strong position we have at Samsung. And in their collaboration with GlobalFoundries that gives us a higher degree of visibility, especially when you start looking at process transfer and process monitoring.
So yes, we've benefitted from that relationship. And it's increased our position there. We also have some parallel activities within the Company that are somewhat independent of that. And I think we're making some progress as well.
Josh Baribeau - Analyst
Okay. Anything, I don't think I heard too much in the prepared remarks about things going on in the back-end, advanced packaging and TSV. Anything new to report on that front?
Tim Stultz - President & CEO
Yes, the -- as I mentioned, we've got follow-on orders with the UniFire for advanced packaging as well as in data storage. We're actually putting a UniFire into some new locations where they previously had not used the tool.
So we feel pretty good about that and the growing traction of that tool as it -- going forward. And if I kind of squint and look forward, this will be -- is this getting close to becoming a 10% contributor to our 2014 results, if everything stays on track.
Josh Baribeau - Analyst
Great. And I either may have missed this or just haven't had a chance to check the web. But you said memory is 41%. Do you have the breakout, Ron, of NAND versus DRAM?
Ron Kisling - CFO
Yes. In Q2, so the breakout was DRAM was about 16% and NAND was 13%.
Josh Baribeau - Analyst
Great.
Ron Kisling - CFO
(multiple speaker) 20% total.
Josh Baribeau - Analyst
Okay. That's it for me. I'll pass it on. Thanks.
Tim Stultz - President & CEO
Thanks, Josh.
Operator
(Operator Instructions) David Wu, Indaba Global Research.
David Wu - Analyst
I was curious about two things. Number one, is your break-even on the reduced operating expenses after the restructuring around $45 million a quarter?
And the other question I have really is the -- at this point, when you're talking about rebound in the Q4, are we talking about going back to Q1 or Q2 kind of levels? Or are we talking about somewhat less than that?
Ron Kisling - CFO
So, talking about break-even from -- on a P&L basis, you're correct. Our P&L break-even is in the mid-40s. On a cash flow basis it's in the upper 30s.
David Wu - Analyst
Okay. And on -- (multiple speakers)
Tim Stultz - President & CEO
As far as the rebound, as we said, it's going to be a pretty significant rebound but we're not giving guidance numbers for the fourth quarter yet.
David Wu - Analyst
Okay. Can you talk a little bit about if somebody was going to ramp a 20 nanometer because there's not much competition out there, and decide to push 16 nanometer to a 16 nanometer plus, when does the orders for 16 nanometer plus show up in your order books? (multiple speakers)
Tim Stultz - President & CEO
Yes. So, we actually have orders for the 16 nanometer, 16 nanometer plus. We're actively engaged with that. But I think a probably more direct answer to your question is when do we see a ramp in the volume of that as opposed to some of the pilot line activities.
And that's going to be first half of 2015 before you're going to see that, because 20 nanometer has had more legs than a lot of people expected. And with one person having a very strong position in 20 nanometer, they're not as compelled to push onto the 16 nanometer until the other ones start putting pressure on them in the market at 20 nanometer.
David Wu - Analyst
Okay. Thank you.
Operator
Thank you. (Operator Instructions) I'm not showing any further questions at this time.
Tim Stultz - President & CEO
Well, thank you once again for participating in our call. As always, it is my personal pleasure to point out and recognize the amazing performance of the Nano team of employees as well as our business partners who really make it happen.
We look forward to reporting on the results of our operational and financial performance for the third quarter in October. And with that, we conclude our conference call for today. Thank you.
Operator
Ladies and gentlemen, thank you for participating in today's conference. This does conclude the program and you may all disconnect. Everyone have a wonderful day.