Ultra Clean Holdings Inc (UCTT) 2012 Q2 法說會逐字稿

Good afternoon. My name is Brandy and I'll be your conference operator today. At this time, I would like to welcome everyone to the Ultra Clean Technology second quarter financial results conference call. All lines have been placed on mute to prevent any background noise. After the speakers' remarks there will be a question-and-answer session.

(Operator Instructions)

Joining us today is Ms. Sheri Brumm, Vice President of Finance, Mr. Casey Eichler, Chief Financial Officer, and Mr. Clarence Granger, Chairman and Chief Executive Officer. I would now like to turn the conference over to Ms. Brumm. You may begin your conference.

Thank you, Brandy. Welcome to our second quarter financial results conference call. Presenting today is Clarence Granger, Ultra Clean's Chairman and Chief Executive Officer, and Casey Eichler, Ultra Clean's Chief Financial Officer. Casey will begin by presenting the financial results for our second quarter and Clarence will follow with some remarks about the business.

A few moments ago we issued a press release reporting financial results for the second quarter ended June 29, 2012. The press release can be accessed from the Investor Relations section of Ultra Clean's website along with the information for the tape delay and replay for the live Webcast at uct.com. Together, with our recently issued press release, this conference call enables the company to comply with the SEC regulations for fair disclosure. Therefore, investors should accept the contents of this call as the company's official guidance for the third quarter of fiscal 2012. Investors should note that only the CEO and CFO are authorized to provide company guidance. If at any time after this call we communicate any material changes in guidance, it is our intent that such updates will be done officially, via public forum such as press release or publicly announced conference call.

The matters that we discuss today include forward-looking statements as defined in the US Private Securities Litigation Reform Act of 1995, relating to matters including our future financial performance, new product orders and shipments, and industry growth. Investors are cautioned that forward-looking statements involve risks and uncertainties that may cause actual results to differ materially from those projected in the forward-looking statements. Some of those risks and uncertainties are detailed in our filings with the Securities and Exchange Commission. The company disclaims any obligation to publicly update or revise any such forward-looking statements or to reflect events or circumstances that occur after this call. Now, here's Casey with the second quarter financial highlights.

Thank you, Sheri. The numbers that I will be presenting today represent only UCT's financial results. The merger with Advanced Integration Technology, or AIT, officially closed during the third quarter on July 3, 2012. As a result, our third quarter conference call will detail our combined financials. Now, I will cover the results of Q2 2012.

Revenue for the second quarter was $101.9 million, or a decrease of 8% from the prior quarter, and a decrease of 24% when compared to the same period a year ago. Semiconductor revenue for the second quarter was $87.7 million, a decrease of 7%, and non-semiconductor revenue was $14.2 million, a decrease of 14% when compared to the first quarter. A majority of the decrease in the non-semiconductor revenue sector is due to the transition in relationship with FEI. Semiconductor revenue was 86% of total revenue for the quarter compared to 85% in the prior quarter. Revenue outside the US was 37% in the quarter, an all-time high for UCT compared to 32% in the prior quarter. Two customers had revenues over 10% for the quarter, and gas delivery systems represented 61% of our revenue. Gross margin for the second quarter decreased to 14% compared to 14.2% in the first quarter and 14.2% in the same period a year ago. We continue to focus on margin improvement and have made good progress over the last year. We will have additional opportunities moving forward as we leverage the combined strength of UCT and AIT.

Operating expenses were $9.3 million, or 9.2% in the second quarter. Our operating expenses as a percentage of revenue will be in the range of 9% to 10% in Q3 as revenue declines and we combine UCT and AIT. Although this was not a combination based on larger synergies, there will be opportunities for efficiencies over the next few quarters. Our operating income was $4.9 million, or 4.8% before interest expense and income taxes, compared to $6.3 million or 5.7% in the first quarter. An income tax expense of $979,000 was recorded in the second quarter. As stated in previous quarters, our annual tax rate was targeted at 24%. Our annual tax rate for the first half of fiscal 2012 was between 21% and 22%. Going forward, as a result of the combination with AIT, whose revenues are largely based within the US, our annual tax rate for the combined company for fiscal 2012 is forecasted to increase to 27% to 28%. The tax rate for the third and fourth quarter will need to be increased in order to bring the annual tax rate for the year to these levels. As a result, the tax rate for third quarter should be modeled at 32%. We will continue to optimize our global corporate structure to increase operational efficiency and balance our effective tax rate. As a result, I would anticipate our rate to decline in 2013.

Second quarter net income was $3.9 million or $0.17 per share. This compares to a net income of $4.7 million, or $0.20 per share, in the first quarter. The fully diluted share count was 23.7 million, an increase of 22,000 shares from the prior quarter. Non-cash charges for the first quarter were $1.4 million related to FAS 123(R), and $758,000 related to depreciation and amortization.

In relation to the costs associated with the merger with AIT, minimal transaction costs flowed through the P&L during the second quarter. We are in the process of determining the accounting for the direct acquisition costs for purposes of purchase accounting. Such charges will be called out during our third quarter earnings conference call. In addition, we have completed the borrowing of $80 million in new bank debt associated with this transaction. Therefore, interest expense should be modeled at approximately $800,000 for the third quarter. The merger also included a stock issuance of 4.5 million shares. This additional issuance should be added to our fully diluted share count for the third quarter for modeling purposes.

Turning to the balance sheet. Cash was $51.1 million, a decrease of $3.6 million from the prior quarter. However, during the quarter the line of credit loan of $19.5 million was paid down. As a result, our net cash position went up $16.5 million from $30.9 million in Q1 to $47.5 million in Q2. Accounts receivable was $41.9 million, down $7 million from Q1 and days sales outstanding decreased to 37 days from 40 days. Accounts payable of $25.8 million decreased approximately $13.3 million quarter-over-quarter. Days payable outstanding at the end of the second quarter decreased to 26 days from 37 days at the end of the first quarter. Net inventory was $44.5 million, a decrease of $16.5 million over the prior quarter, in part due to the change in relationship with FEI as well as operation's effort to bring inventory down across all UCT sites. Inventory levels are projected to increase during the third quarter due to the merger with AIT. Now, Clarence will discuss our operating highlights for the second quarter. Clarence?

Thanks, Casey. During the second quarter, we announced our intent to merge with AIT. We are pleased that the merger was finalized on July 3, 2012. This merger accomplishes several key strategic objectives for UCT. First, the combination adds several new customers. In the semiconductor equipment space, it adds ASM International as a new customer and significantly increases the relationship with KLA-Tencor. Additionally, it adds several new smaller customers in the medical equipment space. Secondly, the merger brings new capabilities to UCT, specifically, AIT's fully integrated manufacturing structure, including the manufacturing of complete tools, as well as the addition of frame manufacturing and sheet metal fabrication. We believe the addition of these capabilities will allow the combined company to better serve all of our current and future customers. Finally, the merger adds additional scale and will be immediately accretive to UCT.

Now that the merger is finalized, we are beginning integration activities. We have created integration teams within both companies and are preparing initial integration plans. Our objective is to end up with one unified company, utilizing the best systems and processes from both companies. We intend to move quickly. At the same time, we don't want to move so quickly as to endanger our performance and customer relationships. While the success of this merger is not predicated on business synergies, we do believe there will be significant benefits realized from the combination in the longer term. We are very excited about the addition of AIT and its employees to the UCT team and we look forward to a successful partnership.

During Q2, UCT experienced the beginning of an industry slowdown. As Casey previously stated, our revenue for Q2 was $101.9 million, and our earnings per share were $0.17. On our previous earnings call, we had guided to Q2 revenue of $100 million to $105 million, and $0.16 to $0.19 earnings per share. Although revenue declined $8.6 million quarter-over-quarter, we were able to maintain our gross margins at 14% through continued improving operational execution.

With regards to the balance sheet, over the past 12 months our net liquidity has increased from $11.4 million to $47.5 million, and we have reduced inventory from $69.9 million to $44.5 million. Our cash position will change during the third quarter, due to the issuance of new debt associated with the AIT merger. However, we anticipate that we will continue our trend of generating cash. Details of this will be discussed during our third quarter conference call.

I'll now review highlights of our activities for the second quarter. While demand continues to be very slow in the high brightness LED market, we continue to believe that this remains an excellent long-term growth opportunity for UCT. During the last several quarters, our customers have been in an over-inventory situation. However, during the second quarter, we saw the first glimmer of a recovery. We have now received additional orders for new gas delivery systems to be delivered in Q3. We expect to see additional orders in this market going forward. Separately, we are also pleased to announce that we have been awarded new business from the nano surfaces division of Bruker Corporation. We anticipate revenue for this new opportunity will be approximately $1 million annually. With the addition of this product, our new annual revenue with Bruker will be in the range of $3 million to $4 million annually, with significant potential growth opportunities going forward.

We are also pleased that revenue from our Asian operations continues to increase. In Q2, 37% of our total revenue came from our Asian manufacturing facilities. An increase from 32% of total revenue in Q1 and an all-time high for UCT. Because AIT manufactures roughly 95% of its products in the US, we expect our overall percentage of revenue from Asia will decline next quarter. However, we expect the trend of increased manufacturing in Asia to continue as our customers shift more of their manufacturing requirements to Asia.

I'd now like to shift to our guidance for the third quarter of 2012. In the third quarter, based upon recent input from customers at the annual SEMICON trade show, it appears likely that there will be a decline in demand within the semiconductor capital equipment industry in the second half of 2012. We will experience an overall decline of revenue in Q3 of approximately 20% on a combined basis. Almost all of the revenue decline is occurring on the UCT side of our business, with AIT's business remaining relatively flat. Our combined revenue guidance for the third quarter is $107 million to $112 million. Our earnings guidance for UCT on a standalone basis would have been $0.03 to $0.05. Our combined Q3 earnings guidance is for earnings per share to be in the range of $0.10 to $0.14. Thus, as stated earlier, the merger with AIT is immediately accretive. Also, as Casey discussed earlier, the tax rate for the third quarter should be modeled at 32%. While these slowdowns in demand are undesirable, UCT has dealt with them many times in the past, and we will take the actions necessary to realign our cost structure with these new levels of demand in order to maintain our profitability.

In summary, during the second quarter of 2012 we saw a decline in revenue, but we met our guidance and our operational execution allowed us to maintain a 14% gross margin. Our net cash position is the strongest it has been in the company's history and we project continued cash generation in Q3. While we anticipate industry-wide reductions in demand during Q3, we are very familiar with this type of slowdown and will take appropriate actions to deal with it quickly. And finally, and most importantly, we successfully concluded our merger with AIT, which we believe strengthens our positions with our current customers as well as opening up many new opportunities going forward. With that, operator, we would now like to open the call for questions.

Thank you, sir.

(Operator Instructions)

Jagadish Iyer.

Hi, thanks for taking my question. Thanks, Clarence, thanks, Casey. Two questions. First, on the Q3 guidance, I know you alluded to UCT being down about 20%. Just wanted to get some thoughts on even though you guys have very little overlap, how much was the AIT portion down from Q2 to Q3?

Kind of indicated it's more or less flat. Do they have completely non-exposure? I thought you had some 20% exposure, and you had some key customers like KLA and ASM. Just wanted to get your thoughts on that. Then, I have a follow-up.

Sure, Jagadish. This is Clarence. Yes, you're correct. Essentially what we said is that we will, as a combined entity, be down about 20%. Of that, it's almost exclusively UCT.

UCT will be down about 25% to 30%, and AIT will essentially be flat. And, it's simply AIT's largest customers are different than UCT's largest customers. And, their particular situation they're experiencing less of a decline than our other -- than UCT's other semiconductor equipment customers.

Just a quick follow-up on the gross margin side. Clearly, it's going to be accretive. Do you think that you're, probably, the 15% to 18% target is realistic for the 2013 time frame, assuming that it's a $30 billion [double your fee] spending environment?

Yes, I think that our target remains 15% to 18%. And, I think, obviously, because of the accretive nature of this, this brings us to that much more quickly. It's a combination of their customers and their product mix with ours that I think as we fine-tune that, I think it's doable to achieve that, absolutely.

And again, they're adding capabilities, as well.

Okay. Just one -- just a quick clarification. How are you sizing up your business for the Q4 time frame, given that, obviously, you guys have very little visibility but in terms of -- some companies have talked about bounce back. What are your thoughts and how are you sizing up the business? Thank you.

Sure. Again, we don't give guidance into Q4. But, the indications that we're getting from our customers is that we would anticipate them to have a little rebound in Q4.

Thank you.

Trying to quantify that at this stage is impossible.

Fair enough. Thank you.

You're welcome.

Edwin Mok.

Hi, guys. Thanks for taking my questions. So, I guess a followup question to your answer, that last question, Clarence. If I take the full year tax guidance, assume you just stick with 32% in the third and fourth quarter, that would imply a higher 4Q. Right? Am I reading too much into that?

A higher percentage in Q4?

No, a higher top line in fourth quarter. That's the only way I can get to 28% if I have 32% in the back half of this year.

Yes, again, as we combine these, we're still going through the structuring related to taxes. They had a small presence, I think as Clarence has referenced in the past, in Sumu, Philippines. As well as our mix, as we just mentioned, has gone to the high level in this last quarter at 37% in Asia, which affects the tax rate.

So, I think Clarence's guidance on what most people are thinking as to Q4 is a little bit more solid than Q3 is a reasonable assumption. But, he's right, it's really difficult to tell out there. But, there's a lot that goes into that rate related to combining these companies. And so, that's why I'm trying to give you some guidance out for this next quarter. And then, I'll try to firm that up as we've got ourselves positioned into Q4.

Great, that was very helpful. And then, just on the second quarter, if I look at the non-semi piece it was only down $2.1 million sequentially. I thought your FEI business was more than that in the March quarter. Am I correct in that? If that's the case, where did you see actually improvement sequentially from the first quarter?

We didn't lose all of our FEI revenue in the second quarter. But, we did lose a significant amount of it. And then, on the other areas that did well, the medical guys are doing very well. And, that continued to grow as a percentage of revenue in the second quarter.

I see. And then, you mentioned in your prepared remarks that the LED, you start to see some improvement in LEDs. Is that material? That's the first part. And, the second part, are those new designs that you guys won in the LED space? Or are those just customers coming back to buy on designs that you had won previously?

Yes, Edwin, I think our situation may be a little different than the overall industry. Our customers had actually been in an over-inventory situation. They really weren't taking any product from us whatsoever in the previous couple of quarters. They were taking some new builds related to new products.

But, nothing from an ongoing manufacturing basis. And so, they've now consumed all of the inventory that they've had from us. And, in Q3 we expect to receive some orders. It's not huge. It's on the order of $1 million to $2 million for the quarter. But, that's a lot higher than it's been.

And, it's the first indication that we're receiving that they've consumed the inventory that they had that was UCT related. As you mentioned, we are -- virtually all of our business on the MOCVD side is coming from new products, next generation products. So, as those gain acceptance in the marketplace, we expect to benefit from that.

Great, that was very helpful. Just touch on the semi side. Obviously, that sounds like that was the main contributor for the decline in the September quarter. And, you mentioned that on AIT side things are trending a little bit better. I'm just curious, typically semi moves together. And, while AIT may have different customers I'm kind of surprised that you said AIT was flattish, considering how much it declined on your side. I'm just curious, if beyond customer mix, is there anything else that they're doing better? Maybe they have design win that they are starting to ramp that helped them. Any color would be helpful.

Yes, on the AIT side, again, we think our decline, it has nothing to do -- there's no market share loss or anything like that. So, our decline is almost exclusively mirroring what we have heard from our customers and what we think they're going to experience on their gas delivery system requirements.

On the AIT side, they have some products that are actually increasing in demand based on their position in the marketplace. And, those products being introduced and gaining wider acceptance. And so, that's offsetting some declines they're seeing in other areas, are the fact that they are qualified and they're producing some systems that are actually gaining traction in the marketplace.

You have to be careful too, Edwin, when looking at our forecast for Q3 and thinking about some of our customers because it doesn't exactly map. We're a turns business. There's other dynamics that go into their business. And so, what we're doing is taking what we're involved in and the areas where we're involved and I don't think it directly maps. But, obviously if there's a softness across our customers, that is something that drives us one way or the other.

Okay, that's helpful color. One last question. If I just take your guidance, right, it implies that your gross margin should be in the 15%, 16% range already with AIT. So, it sounds like you guys, the AIT margins is actually quite a bit higher than that. Did I read that correctly? So, the AIT margins is in the high teens?

Certainly their margins have been higher than our margins traditionally. And so, we don't give guidance on the exact margin profile for next year, nor are we going to call them out. But yes, we've said this is an accretive transaction. Obviously, when you're a small company you don't have public company expenses and a lot of other things.

They also have been involved in some products in some markets and areas where we haven't been involved. And, I think that those margins have traditionally been a little better. So, that will be helpful to ours overall.

We also, Edwin, believe that the fact that they're more vertically integrated through the manufacture of sheet metal and frame assemblies and that they make some complete tools for some of their customers, we think those are factors that help them achieve higher margins than UCT. And, we think some of that is going to be transferable to UCT over time. Where we want to incorporate more of their frame manufacturing capability into some of our products.

Great. That's all I have. Thank you.

Thank you, Edwin.

(Operator Instructions)

Colin Rusch.

Good afternoon, gentlemen. Can you talk about opportunities for new content into the LED space with MS LED manufacturers? Are there opportunities for you guys to take a little bit of content share there?

Well, I mean, obviously what our hope is we hope our customers transition to newer generation products. We are only qualified on newer generation products in any kind of volume potential opportunity. So, as the industry transitions to some of the newer products, we think we'll be a beneficiary from that.

And, that's what we're hoping will happen as quickly as possible. Obviously, there's been a glut in the marketplace now for a while. And so, I don't think anybody's been buying much of anything. But, our hope is that as this starts to turn around a little bit, we should be a beneficiary.

Great. And then, just on the synergy, I know it's early days with the merger. Can you talk a little bit about how long you think you're going to start to see some of the synergies from the merger? And, could we see benefit ahead of schedule, potentially, just given some of the nice culture synergies that you guys have already?

Yes, Colin, this is Clarence. So yes, we absolutely believe that there's some very significant cultural synergies. And so, we think that's going to help us potentially develop some new customers and new products that we can jointly participate in. In terms of timing on something like this, it's a fairly lengthy process.

But, there are things that range from what can happen almost immediately. For example, we buy a lot of the same parts from a lot of the same manufacturers, exactly same parts. And so, very quickly we're going to go in and find out if we're paying the exact same price for the those same parts. I doubt we are. I'm sure at some point we'll see some fairly quick small benefit on the material side.

Things of a longer term nature are they are on a different ERP system than we are. And so, it will probably take us as long as a couple of years to get to a common ERP system. So, I think we're going to see things that are going to range from a month or two. They have a small facility in Santa Clara where the lease expires at the end of July, and we'll probably transition, combine that with the UCT facility. And, that could potentially save us $20,000 a quarter. So, there are going to be -- we believe that there will be a fair number of synergies.

And, even in the case where we're talking about direct overlaps of people, in the long run that will free up more people for us to target new business opportunities. So yes, we're very excited about this. And, we think there are going to be some things that we'll see probably as early as Q4. But, there will be some things that will stretch out into a couple years from now.

So, we're very focused on moving as quickly as possible. On the other hand, both companies have been good suppliers to their customers. And, we don't want to change -- make any hasty moves that could cause us a problem either in performance or relationships. And so, again, we'll be very cautious about those things. But, I think everybody on both sides is very excited about the potential opportunities here.

Good. Thanks, so much.

You're welcome.

Dick Ryan.

Good afternoon, guys. Casey, I may not have caught it. The guidance, $0.10 to $0.14, are you including any transaction related costs in that range?

We are not. What I said is we're going through the purchase price allocation, all the valuation studies that you go through. And, what I'll do is I'll call that out and we'll probably even break it out separately. On an ongoing basis, I'll give whatever amortization is going to come through, I'll give amortization and the other numbers that help you guys then break out the cash and non-cash, et cetera.

Okay. And, you mentioned you guys had two customers over 10% at UCT. What's the profile at AIT? Typically, do they have a concentration of customers there, as well over 10%?

They have -- they do have customers over 10%. It's likely that the combination of the two companies will result in one additional customer that's a greater than 10% customer for the combined entity. So, that it's likely that we will have three customers that are greater than 10% concentration, one of them a former AIT -- well, obviously, two of them are UCT customers and one of them would be an AIT customer.

Okay. Casey, can you give us a sense of what depreciation might look like going forward? Or is that the same kind of thing, you'll give that on next call?

Yes, I mean, they're not unlike ourselves where depreciation's not a huge number to the story. We're around $800,000. And obviously need to get into their capital plan and see what we're going to do on the year going forward.

But, there's nothing unusual there on a scale basis compared to what we do. The change there is going to be the amortization as we go through. And, again, amortize, set up the goodwill and the different buckets and then amortize that. And, that's the piece that I think I'll get more color on and be able to tell you on the next call.

Okay, and one last one. Clarence, the LED business, what was that in Q2? How much did that amount to?

Less than 1%. Hold on. Let me --.

That's correct.

It's about 0.5%.

Okay. Great. Thanks, guys.

You're welcome.

Thanks, Dick.

(Operator Instructions)

Jagadish Iyer.

Thanks for taking the follow-up. I had just a quick question, Casey. I wanted to find out how should we think about the Semi and the non-Semi business as we progress through the year? And, longer term how do you see that mix changing going into 2013? Just a qualitative perspective would be good. Thank you.

Yes. So, their biggest customers are clearly, and what we will categorize as semiconductor. As Clarence mentioned in the call, they've got some interesting customers in medical that are small now but I think we have opportunities to build off of. We've also talked in the past that they do some things in aerospace and some other areas where we traditionally have not been.

I think those are opportunities that certainly are out into '13 as far as to build off of. But, they are things that we can build off of. But, I don't see a real profile change. Obviously, if the LED market came back, that would change the semi versus non-semi on the UCT side quite a bit.

And, there are other opportunities that we're going to jointly get together and try to pursue to try to be able to take advantage of the strengths of this acquisition, or this merger, I should say. So, I think that majority of our revenue is going to continue to be from Semi for the balance of this year and certainly into next year. But, I think there are opportunities that help us be able to bring that back into balance as we leverage things that are new, like Bruker and some of the other things, but also leverage opportunities that both companies have.

Thank you.

And, there are no further questions at this time, sir.

Great. Well, I appreciate it. Again, it's a very exciting time here. Obviously, the backdrop of the second half is not what brings us the excitement. But, the opportunity to combine these companies and really build off of this is very exciting. And, we look forward to communicating more to you about that in the future. Thank you, very much.

This does conclude today's conference call. You may now disconnect.