Seth Bagshaw
Analyst · Stifel
Thank you, John. I'll cover our Q1 2019 financial results then discuss our Q2 2019 guidance. The GAAP and non-GAAP results for the first quarter include the combined results of the recent acquisition of ESI, which closed on February 1. Turning to Q1, pro forma sales for the quarter were $471 million, a decrease of 11% sequentially. Pro forma sales for semiconductor market were $221 million and pro forma sales for our Advanced Markets were $250 million, both decreased by 11% sequentially. The decrease in pro forma sales were primarily driven by the moderation sale for semiconductor industry as well as the flexible PCB market as ESI's customers absorbed capacity additions over the last 18 months. On a pro forma basis, approximately 47% of our sales were the semiconductor market and 53% to customers in the other Advanced Markets we serve. Now moving to GAAP and non-GAAP results for the quarter. Reported revenue for the quarter was $464 million and non-GAAP gross margin was 43.8%. Non-GAAP operating expenses and non-GAAP operating margin were $121 million and 18%, respectively. GAAP gross margin was 42.7%, included the impact of $5 million of inventory purchase accounting charges. GAAP operating expenses were $175 million, included $16 million in amortization of intangible assets, $30 million in acquisition integration cost, $1.7 million in expenses related to fulfilling a customer obligation and $6 million in transaction fees associated with the issuance of term loan debt to finance the acquisition of ESI. GAAP net interest expense was $7.4 million, and non-GAAP net interest expense was $6.8 million. Our GAAP tax rate was 18.8%, and our non-GAAP tax rate was 18%. GAAP net income was $12.5 million or $0.23 per share and non-GAAP net earnings was $61.3 million or $1.12 per share. Respect to MKS standalone results, excluding the impact of the ESI acquisition, revenue was $428 million, which was above the midpoint of our guidance range and decreased 7% compared to Q4 revenue of $461 million. Standalone GAAP and non-GAAP gross margin approximated 45%. Non-GAAP operating expenses were $110 million and non-GAAP operating margin was 19% of sales, which was favorable to our expectations at this revenue volume. Standalone non-GAAP net earnings were $64 million or $1.17 per share, both of which was also at the higher end of our guidance range. The integration of the ESI acquisition is proceeding very well. We've already begun to realize cost synergies, which in the second quarter, are expected to be approximately $1 million or $4 million on an annualized basis. We're on schedule to realize the $15 million of announced total cost synergies in the 18 to 36 months subsequent to transaction closing. Now turning to the balance sheet. We financed the ESI acquisition with $650 million of incremental, institutional term loan B and approximately $400 million of cash and investments. At quarter end, we had approximately $1 billion of total term loan B debt outstanding, which were rated DD+ by Standard & Poor's and Ba1 by Moody's. Our goal continues to deleverage the balance sheet as we have done with the Newport acquisition, where we reduce term loan debt by over $430 million in a 24-month period postacquisition. Furthermore, at the end of the quarter, we maintained a strong balance sheet and liquidity of over $460 million of cash and investments, $100 million of available borrowing capacity under an asset-based line of credit and a modest trailing 12-month pro forma net leverage ratio of under 1x. Free cash flow for the quarter was $15 million through the impact of acquisition, integration expenses as well as variable compensation payments during the quarter. Cap additions for the quarter were $15 million, depreciation and amortization expenses were $25 million and stock compensation stance was $28 million. Stock compensation included $18 million of charges for acceleration of investing in stock awards for certain ESI employees early to the acquisition. And these stock compensation charges have been excluded from non-GAAP results and are included in acquisition cost in the quarter. We continue to demonstrate a balanced approach to capital deployment. In the quarter, we paid a cash dividend of $11 million or $0.20 per share. In terms of working capital, pro forma days outstanding were 66 days at the end of the first quarter compared to 60 days at the end of the fourth quarter, and pro forma inventory returns were 2.2x compared to 2.5x in the fourth quarter. Finally, I'll discuss our Q2 2019 guidance, which includes a full quarter of the ESI results. Based on current business levels, we estimate that our sales in the second quarter could range from $460 million to $510 million, and our non-GAAP gross margin could range from 43.5% to 45.5%. Q2 non-GAAP operating expenses could range from $128.5 million to $135.5 million. R&D expenses could range from $42.2 million to $44.8 million, and SG&A expenses could range from $86.3 million to $90.7 million. Non-GAAP net interest expense is estimated to be approximately $10.1 million and a non-GAAP tax rate to be approximately 20%. Given these assumptions, second quarter non-GAAP net earnings could range from $49.1 million to $69.1 million or $0.89 to $1.26 per share. In the second quarter, amortization of tangible assets is expected to be approximately $17.6 million. Inventory-related purchase accounting charges are estimated to be $3.2 million. Integration-related costs are expected to be $1.8 million and GAAP net interest expense is estimated to be approximately $10.9 million. As result of these transaction-related charges, GAAP net income is expected to range from $30.7 million to $50.9 million, or $0.56 to $0.93 per share on approximately 55 million shares outstanding. This concludes our prepared remarks. I'll now open the call for questions.