Hugh Regan
Analyst · Sidoti & Company
Thanks, Jim. In light of all the unusual items impacting results this quarter, I'm going to start off my remarks with a recap of our fourth quarter 2017 earnings and what drove them. We incurred a net loss of $4.6 million or $0.44 per diluted share for the quarter ended December 31, 2017. The item that caused our Q4 net loss was a $7.5 million contingent consideration liability adjustment related to the earnout that we will pay for Ambrell. As Jim noted earlier in the call, Ambrell's record fourth quarter revenues of $6.6 million exceeded our expectations and contributed to Ambrell's achieving pretax earnings of $1 million for the quarter compared to a pretax loss of $71,000 in the third quarter, which had been caused by shipping delays. Ambrell's December shipments exceeded our expectations and resulted in the 2017 payout, which we had originally anticipated would fall into 2018. With Ambrell's strong Q4 performance, we now expect to pay a $5.4 million earnout later this month related to 2017 results, and we have an additional $5.7 million accrued for the 2018 earnout. The contingent consideration adjustment of $7.5 million in the fourth quarter was equivalent to $0.73 per diluted share, and when added back to our net loss, along with acquired intangible amortization of $245,000 or $0.02 per diluted share, results in adjusted net earnings of $3.2 million or $0.31 per diluted share for the fourth quarter of 2017. Adjusted net earnings is a non-GAAP measure. Another factor impacting the fourth quarter was the effect of new tax legislation enacted in December 2017. Two aspects of the new legislation had significant impact on our reported results. The first was the rate change from 35% to 21%, which required us to revalue our deferred tax assets and liabilities to the new rate of 21% as of the end of the year. This resulted in recording a tax benefit of $1.7 million or $0.17 per diluted share. The second aspect of the new tax legislation that had a significant impact on our results was the accrual of $476,000 or $0.05 per diluted share in tax expense as a result of the mandatory onetime repatriation tax imposed by the new legislation. The net impact from these two items was a tax benefit of $1.3 million or $0.12 per diluted share, which we recorded in Q4. When adjusted to eliminate the impact of the tax act, our adjusted net earnings would have been $1.9 million or $0.19 per diluted share or $0.02 above the high end of the $0.13 to $0.17 range we had provided for Q4 2017 for adjusted net earnings per diluted share. Now back to the top of the income statement to review results in detail. Fourth quarter 2017 net - end-user net revenues were $17.3 million or 89% of net revenues compared to $15.9 million or 92% of net revenues in the third quarter. Q4 OEM net revenues were $2.1 million or 11% of net revenues, up from $1.5 million or 8% for the third quarter. Net revenues for markets outside of the semiconductor market were $11.4 million or 59% of net revenues compared with $8.2 million or 47% of net revenues in the third quarter. As noted earlier in the call, Ambrell's net revenues for the fourth quarter were $6.6 million. Excluding Ambrell, our net revenues for markets outside of semiconductor market were $4.9 million or 39% of net revenues for Q4. So clearly, Ambrell is further diversifying our served markets. Our fourth quarter gross margin was $9.7 million or 50% as compared with $8.8 million or 51% in the third quarter. The reduction in the gross margin was primarily the result of an increase in our component material costs, which was partially offset by a decrease in our fixed manufacturing cost as a percentage of net revenues. Our component material costs increased from 32.9% in Q3 to 34.3% in Q4, reflecting increased component material costs in both our Thermal and EMS segments. While our fixed manufacturing costs increased by $142,000 or 6% sequentially, they were more favorably absorbed in the fourth quarter by higher revenues. As a result, these costs represented 13% of our net revenues as compared to 14% in the third quarter. The increase in our component material costs was primarily driven by an increase in the component material cost of our Thermal segment, which increased from 32.6% in the third quarter to 34.5% in the fourth quarter. This increase was in our iTS operation and was caused by actions taken by sales staff to win business that could have gone to a competitor. This increase was partially offset by a decline in the component material cost for Ambrell, which decreased from 33.8% in the third quarter to 31.9% in the fourth quarter, reflecting a more favorable product mix. EMS also experienced an increase in its component material costs, which grew from 33.3% in the third quarter to 34% in the fourth quarter due to a less favorable product mix. The increase in fourth quarter fixed manufacturing costs was primarily the result of additional costs related to temporary operations staff brought on during the fourth quarter in our iTS operation to respond to the increased sales levels. Excluding the impact of the acquisition of Ambrell, our fourth quarter gross margin would have been $6.4 million or 50%. Ambrell's fourth quarter 2017 gross margin was $3.3 million or 50%. Selling expense was $2.2 million for the fourth quarter compared with $2.3 million in the third quarter, a decrease of $75,000 or 3%. The reductions were primarily related to lower levels of commission expense. Engineering and product development expense is $1.2 million for the fourth quarter compared to $1.1 million for the third quarter, an increase of $106,000 or 9% sequentially. The increase was related to higher levels of spending on R&D materials as well as patent legal costs, primarily in our Thermal segment. General and administrative expense increased from $3.1 million in the third quarter to $3.3 million in the fourth quarter, an increase of $128,000 or 4%. Fourth quarter G&A expense included $55,000 of transaction costs related to the Ambrell compared to $31,000 of transaction costs in the third quarter. The increase in G&A expense was primarily the result of accruals related to a company-wide bonus given to all employees in light of the strong results in 2017 as well as increases in professional fees, which were partially offset by a significant reduction in amortization expense. Fourth quarter G&A expense included $245,000 for acquired intangible amortization compared to $613,000 in the third quarter. As previously noted, during the fourth quarter, we recorded a $7.5 million increase in our contingent consideration liability related to the earnout for Ambrell compared to a decrease of $549,000 in this liability during the third quarter. At December 31, 2017, we had accrued a total of $11.1 million, which was split between current liabilities with $5.4 million in 2017 earnout payable and long-term liabilities with $5.7 million in the contingent consideration liability. Our earnout for Ambrell is based upon eight times adjusted EBITDA for both 2017 and 2018, capped at $18 million. And as noted earlier, we expect to pay an earnout of $5.4 million for 2017. We expect to have further variability in our financial results related to this item during 2018. Other income was $32,000 in the fourth quarter compared to $100,000 in the third quarter, a decrease of $68,000 or 68%. Included in other income for the fourth quarter was $101,000 - excuse me, included in other income for the third quarter was $101,000 of foreign exchange transaction gains compared to only $15,000 in the fourth quarter. The decrease in foreign exchange transaction gains was partially offset by an increase in interest income and other income. We accrued income tax expense of $55,000 in the fourth quarter compared to $823,000 in the third quarter. Our effective tax rate decreased from 29% in the third quarter to a negative 1% in the fourth quarter. This reduction in our effective tax rate primarily reflects several factors. The contingent consideration adjustment liability was not taxable, and our tax accrual reflects the impact of the new tax legislation enacted in late December. As previously noted, our fourth quarter tax accrual included a tax benefit of $1.7 million related to the revaluing of our deferred tax assets and liabilities from the previous corporate rate of 35% to the new corporate rate of 21%. This benefit was partially offset by the accrual of $476,000 related to a mandatory onetime repatriation tax. Adjusted for these unusual items, our effective tax rate for the fourth quarter would have been 30%. At December 31, 2017, we had a deferred tax liability of $2.6 million, which decreased $1.4 million sequentially, primarily due to the aforementioned impacts of the new tax legislation. We currently expect that our effective tax rate for 2018 will be in the range of 22% to 24%. As previously noted, the fourth quarter net loss was $4.6 million or $0.44 per diluted share compared with third quarter net earnings of $2 million or $0.19 per diluted share. Adjusted net earnings for the fourth quarter were $3.2 million or $0.31 per diluted share compared with third quarter adjusted net earnings of $2.1 million or $0.20 per diluted share. Adjusted net earnings is a non-GAAP measure, which is derived by adding acquired intangible amortization adjusted for the related income tax expense to net earnings and removing any change in the fair value of our contingent consideration liability from net earnings. Adjusted net earnings per share - or diluted share is derived by dividing adjusted net earnings by diluted weighted average shares outstanding. Diluted weighted average shares outstanding were 10,308,243 at December 31 for computation of our net loss per diluted share. GAAP requires the same weighted average shares outstanding to be used to calculate earnings per share on both a basic and diluted basis when there is a loss. Our diluted weighted average shares outstanding were 10,376,013 for computation of our adjusted net earnings per share. During the fourth quarter, we issued 2,000 shares of restricted stock and did not repurchase any shares. And as of December 31, 2017, we have repurchased a cumulative total of 297,020 shares or approximately 2.8% of our outstanding common stock at a net cost of $1.2 million or $4.02 per share. Depreciation and amortization expense was $462,000 for the fourth quarter, down from $794,000 in the third quarter. Acquired intangible amortization of $245,000 in the fourth quarter was down $368,000 from the third quarter, reflecting the full amortization of certain Ambrell intangibles such as the backlog. Ambrell had depreciation and amortization expense of $314,000 for the fourth quarter compared to $638,000 in the third. EBITDA was negative $4 million for the fourth quarter compared to $3.6 million reported for the third quarter. When adjusted for the contingent consideration adjustments recorded during both periods, EBITDA would have been $3.5 million for Q4 compared to $3.1 million for Q3. Consolidated headcount at the end of December, which includes temporary staff, was 218, an increase - or excuse me, an increase of two from the level we have had as of September 30. Included in December total were 91 Ambrell staff, up from 89 at the end of September. Our iTS operation added one person during the fourth quarter, while corporate headcount declined by one, reflecting the retirement of our former CEO. I'll now turn to the balance sheet. Cash and cash equivalents at the end of the fourth quarter were $13.3 million, up $1.8 million from September 30. We currently expect cash and cash equivalents to decrease in the first half of 2018 due to the payment of the $5.4 million earnout for 2017 later this March, as well as the cost of tenant improvements for the new Ambrell facility, which we expect will total $2.1 million before reimbursement from city and state grants we have received. We expect to ultimately receive $550,000 in grant funding, and we do currently expect the cash and cash equivalents to increase in the second half of 2018 prior to the impact of any acquisition-related activities. Accounts receivable increased to $12.2 million at December 31, an increase of $1 point [ph] million sequentially. Included in year-end receivables was $3.2 million for Ambrell. Inventory decreased $1.1 million sequentially to $5 million at the end of the fourth quarter, and included in this amount was $1.4 million for Ambrell. Capital expenditures during the fourth quarter were $310,000, up from $232,000 in the third quarter. Included in fourth quarter capital expenditures were $128,000 for Ambrell. And the balance of additions during the fourth quarter primarily represented lease systems in our Thermal segment. Jim provided consolidated and segment revenue and booking data earlier. The backlog at the end of December was $13.7 million, up from $11.3 million at the end of September. And included in the December backlog was $5.5 million for Ambrell. Before providing Q1 net revenue and earnings guidance, we would like to share our views of the year as a whole. While we do not plan to begin providing full year revenue or earnings guidance, after the significant increase in our 2017 net revenues, we believe it is appropriate to offer some comments about our net revenue expectations for 2018. We currently expect that certain parts of our business will have strong revenue growth in 2018, while other parts may see slight declines. In 2017, the impact of the semiconductor super cycle for our EMS unit was substantial and aided by significant revenue from a Japanese customer that is not expected to recur, resulted in a 52% year-over-year growth in net revenues for this business. In 2018, we expect that our EMS business will remain strong but experience approximately a 10% decline in net revenues, primarily because of the non-recurring Japanese revenues. In 2017, our iTS unit also benefited from the impact of the semiconductor super cycle, as well as very strong demand from customers in the optical transceiver markets, resulting in 19% growth in its net revenues. The largest of the optical transceiver orders as well as other significant orders in recent markets are not expected to recur in 2018. Though most of this business is expected to be replaced through other customers, we are currently forecasting a slight reduction in this business unit's net revenue for 2018. We believe the annual growth rate of our Ambrell business unit will range from high single digits to low double digits. Ambrell's 2017 net revenues of $21.2 million grew 5% from the level achieved in 2016. We currently expect that Ambrell's 2018 net revenues will grow at an annual rate of between 9% and 13%. On the expense side, we expect to see an increase in our operating expenses related to some investments we're making in connection with the implementation of our strategic initiatives, primarily related to our acquisition strategy, which will add approximately $800,000 to our operating expenses during 2018. In summary, we see another strong year for inTEST and expect that our revenues for 2018 will be in the low to mid-$70 million range prior to the impact of any future acquisitions. In terms of our financial outlook, as noted in our earnings release, we expect that net revenue for the quarter ended March 31, 2018, will be in the range of $18 million to $19 million. And net-net revenues will range - excuse me, net earnings will range from $0.14 to $0.18 per diluted share. We expect that adjusted net earnings will range from $0.16 to $0.20 per diluted share, and we currently expect that our Q1 2018 product mix will be slightly less favorable as compared with the fourth quarter of 2017, and that the first quarter gross margin will range from 48% to 49%. Operator, that concludes our formal remarks. We can now take questions.