Mary Jane Raymond
Analyst · Morgan Stanley. Your line is open
Thank you, Giovanni, and good morning. So I'm going to do a few things this morning. First, I'll give you a few minutes navigation of the press release. Next, I'll review the highlights of the quarter and close with a discussion of the updated levels of key expenses, the progress on our synergies, the financing and the outlook.So Table one on the second page of the press release, you will see the GAAP results, including six days of Finisar. Table two on the third page, walks you through the buildup of those numbers, starting with the operating result for legacy II-VI, the last time we will report results for legacy II-VI.So the comps across the top are legacy II-VI, Finisar for six days, severance and related costs, acquisition-related costs and then a subtotal column of all the special items of columns two, three and four. The far right column shows the consolidated GAAP results.Table three on page six shows the segment results. The six days of Finisar are in a line called Finisar and Other. This is not to indicate that Finisar will be its own segment, because it will not be. The related nature of Finisar's operations to II-VI's operations results in the right treatment being to merge them into our structure, once we see the dynamic of a full quarter. Finally table four on page seven shows the non-GAAP margin results by segment. We can answer any questions you have on this format when we get to the Q&A.The revenue was $340 million in the quarter, including $22 million from Finisar. Revenue growth was 8%, with organic growth at 1% compared to last Q1. EPS was a loss of $0.39 for GAAP and positive $0.57 for non-GAAP. Non-GAAP adjustments were $59 million on a pre-tax basis and $48 million on an after-tax basis. These are the adjustments triggered by the close.In addition, legacy II-VI non-GAAP adjustments were $15 million including about $5.5 million of costs we anticipated in the non-GAAP guidance. So table seven of the press release gives you the breakdown of all these items.Regionally, our Q1 FY 2020 revenue was a split 46% in North America 22% in Europe, 17% in China, 9% in Japan and the remainder was in the rest of the world. The regional breakdown for legacy II-VI was not actually materially different from this.The regional growth was strongest actually in the rest of Asia, namely Korea and Taiwan and very good in Japan and North America, but down about 20% in China. The company's overall gross margin for Q1 was 36.2% and 38.3% on a non-GAAP basis.The non-GAAP gross margin excludes the partial inventory step up in the quarter of $7.3 million. The GAAP operating margin was negative 5.4%, including all the deal costs and 15% on a non-GAAP basis, down 30 basis points from the same period last year.Regarding the segment adjusted operating margins for the quarter, Compound Semiconductor was 17.6%, a good advancement of 210 basis points sequentially and 310 basis points compared to the same period last year. Photonics was 12.6%, down 330 basis points sequentially, largely due to mix and being out of capacity on key products.Our year-end backlog was $720 million, consisting of $386 million in Photonics and $334 million in Compound Semiconductor with about $200 million coming from Finisar. The backlog contains orders that will ship over the next 12 months.It is worth noting that in our long-term share arrangements with customers for 3D sensing, bookings are typically recorded during the quarter of shipment. The company had other expenses of $5 million consisting of a $4 million charge for the extinguishment of the former credit facility and $1 million for negative currency.Capital expenditures this quarter were $26 million. For the combined company for the year, we are expecting CapEx in the $220 million range. With respect to interest expenses of $6.9 million for the quarter, this is related largely to II-VI's previously existing debt.The new debt, interest and mandatory prepayments, they will run about $40 million to $44 million a quarter, $26 million to $27 million of which is interest and 14% to 17% which is mandatory principal repayments. The total expected debt service, payments for fiscal year 2020, which includes interest and principal are estimated to be $118 million.Our cash is $440 million and our net debt position is $2.05 billion. Our total debt ratio is 4.6 times and the net debt leverage ratio, the basis of the credit facility is 3.8 times. We are still assessing the tax position of both companies and believe that at this time the tax rate will range from 11% to 14% for the fiscal year 2020.Of the $2.9 billion purchase price for Finisar, $752 million was allocated to amortizing intangible assets, $760 million to goodwill and the balance to the tangible net assets we acquired or total assets less the liabilities assumed.Based on our work today, the intangibles will be expensed over a weighted average life of approximately seven years. Because we have a year to finalize the purchase accounting, these numbers and the weighted average time period are subject to modification. Regarding our progress on synergies, we're tracking well against our target of $150 million in annual cost synergies within three years after the close of the transaction.We have action synergies equivalent to about 20% of our target so far this year. For the largest part of the COGS synergies that being supply chain, we established a global procurement organization, that includes procurement, materials management and supplier quality. The Chief Procurement Officer directed that this work begin in a clear room prior to the close to define the combined spend for direct materials, indirect goods, services and CapEx; to define our supplier base including the suppliers we buy from jointly; and to help us identify our sourcing priorities as well as to validate our savings roadmap.We are aggressively taking action to maximize working capital improvement including standardizing payment terms for common suppliers and defining opportunities to streamline the number of those suppliers. We don't expect the synergies to generate a significant amount of cash this year because we are planning to action a good portion of the synergies this year and that will have costs to achieve them. Remember that the synergy work is aimed at reducing the total cost plan of both companies combined over the next three years, thus improving both the gross and operating margins.Turning to the outlook. During Q2 fiscal year 2020, a number of activities are underway with respect to integration and qualification some of which could affect these results. At this point, the outlook for the second fiscal quarter ending December 31, 2019 is revenue of $590 million to $630 million and the EPS on a non-GAAP basis of $0.20 to $0.50.The non-GAAP EPS is adjusted for $18 million in stock comp, $34 million in amortization, $79 million in the rest of the more or less one-time inventory step up and $18 million in costs to facilitate the integration including the move from Allen to Sherman.The share count to be used is 95.5 million shares. The interest expense as I noted is about $26 million. This is at today's exchange rates. We are attending several investor conference in December and we will provide any updates that we can during those sessions. The pro forma financial statements required to be filed under a Form 10-K/A are expected to be issued on or about December 9, 2019.Now as we turn to the Q&A for this call, remember that our actual results may differ from these forecasts due to a variety of factors including, but not limited to changes in the product mix, customer orders, competition, changes in the trade and tariff regulations and general economic conditions. I'll also remind you that our answers to your questions today may contain certain forward-looking statements and for which results may vary as they are based on our best knowledge today.Paul, you may open the line for questions.