Robert Buckley
Analyst · Baird
Thank you, Matthias, and good morning, everyone. Before walking through our operating results, I'll share some more details on the 2 acquisitions, Matthias just mentioned. First, we've agreed to acquire SEM for $115 million in cash. SEM is a leader in innovative motion control solutions, specifically around brushless motor technologies, integrated motor drives and electronic control. The addition of SEM's technology will expand our precision motion control portfolio, furthering our ability to serve customers with unique high performance solutions. SEM develops key solutions for applications demanding highly precise controlled movement in areas, including medical instrumentation, lab automation, robotics and other advanced manufacturing applications. SEM is expected to help our expansion into automation robotic applications through advanced motion control solutions. The business is also anticipated to increase Novanta's exposure to life sciences and medical end markets, while broadening our access to sophisticated automation integrators. The business has approximately 60 million -- 60 employees and is headquartered in Marlborough, Connecticut. Next, we've also agreed to acquired ATI for $172 million upfront, along with additional contingent cash payout structured as an earn out. We held a separate call on the ATI acquisitions, but I'll repeat a few highlights from this exciting acquisition. ATI is a leading supplier of intelligent end-of-arm technology solutions to original equipment manufacturers in the robotics space. As a leader in the robotics space, they have more than $70 million in revenue in a high single-digit growth industry. Their focus on robotic applications has positioned them to win in a marketplace with strong long-term secular tailwinds driven by continued penetration of automation, robotics in both advanced industrial and medical markets. ATI develops, manufactures and sells robotic changing systems, for storage sensors and collision sensors for an industrial collaborative and medical robotic applications. These products enable OEM and end users to increase safety, versatility and productivity of the robotic systems. Applications include electric vehicles, robotic surgery and collaborative robots. ATI really is a fantastic business with a strong fit with Novanta. They offer proprietary intellectual property in these attractive and growing robotic applications, giving Novanta a significant foothold to allow us to expand content with our customers while also serving new customers and applications. ATI was founded in 1989, has grown to over 350 employees, including 100 engineers and a long-tenured technical workforce with deep expertise and know-how in the robotics space, well recognized in the industry. We are very excited to have both SEM and ATI join the Novanta family. We are currently in a customary waiting period on both transactions, which includes a regulatory review. After they close, both of these transactions will become part of the precision motion segment, offering some of the most sophisticated technology solutions available in the precise motion and robotics space. We look forward to working with SEM and ATI teams with their talent, the expertise and their unique capabilities. Even after these 2 excellent transactions, acquisitions will continue to be a primary focus of excess capital deployment. We continue to work on very active pipeline of opportunities, and we feel good about the progress we are making in this area. I'll now turn to give our normal update about the performance of our operating segments. Starting with our photonics segment. For the second quarter of 2021, our revenue was up 30% year-over-year and up 7% sequentially. This strong performance reflects the continued rebound in advanced industrial applications and DNA sequencing. Bookings were up 148% year-over-year, giving us confidence in the business outlook for the remainder of the year. The book-to-bill was 1.46 in the second quarter. New product revenues stayed strong at greater than 25% of sales in the second quarter, and total NPI sales were up 76% year-over-year. Design wins were up over 60% year-over-year. And finally, the sales to customers in China grew more than 50% in the second quarter as we continue to see strong momentum in our photonics products in the China market. Turning to the precision motion segment. This segment saw 30% year-over-year revenue growth and 14% sequential growth in the second quarter of 2021, with bookings nearly doubling year-over-year, giving us a book-to-bill ratio of 1.6 in the quarter. Within the Precision motion segment in the second quarter, new product revenues grew by over 40% and was over 20% of total sales for the segment. Design win activity in this segment was up 30% on a year-to-date basis versus the prior year. And finally, the segment saw another quarter of more than 30% growth year-over-year from its customers in China. Finally turning to the vision segment, this segment predominantly serves the medical end markets and saw a revenue decline of 2% year-over-year, in line with expectations for the business given the difficult comparisons to prior year. While revenue growth continues to be delayed due to deferred hospital spending cost by COVID hospitalization rates, our customers continue to see surgical procedure growth recover to pre-pandemic levels in the United States, China and the European health care markets. The continued progress with surgical procedure growth points to a second half of 2021 recovery in the business. With that being said, the pandemic is not behind us and additional COVID infection rates remain a concern, we are carefully monitoring. Despite the near-term pause in sales growth, the vision segment saw bookings grow 23% year-over-year and a book-to-bill of 1.15. The vitality index in this segment remained about 30% of sales, with new products being a key driver of the resilience we've been seeing in the business. Design win activity was especially good in the quarter, more than double the amount of activity from the prior year, and the business closed on some significant wins with several large medical OEM customers. This is a huge accomplishment and further solidifies the exciting growth prospects of this segment over the next several years. I'll now turn back to the overall company results. Our second quarter non-GAAP adjusted gross profit was $76.9 million or a 46% adjusted gross margin compared to $61.4 million or 42% adjusted gross margin in the second quarter of 2020. In the second quarter, adjusted gross margins increased more than 340 basis points year-over-year and up 90 basis points sequentially. This strong result was in line with our expectations and comes as a result of ongoing work from our operating teams to drive the Novanta growth system deeper into our day-to-day work, allowing the factories to better leverage their cost and drive supply chain efficiencies despite the significant challenges. Novanta continues to experience significant supply chain disruptions manifesting primarily around electronic material shortages and logistics disruptions. As we discussed in the first quarter earnings call, we expect supply chain disruptions and shortages will continue to remain our number one challenge in 2021. In the second quarter, we were extremely proud of our manufacturing team's execution and ability to mitigate these challenges. Second quarter R&D expenses were nearly $17 million or roughly 10% of sales. As demonstrated in Novanta's 150% growth in design wins year-to-date, our investments in innovation are making significant progress. Second quarter SG&A expenses were $31 million or 18.6% of sales. SG&A expenses were down slightly in the second quarter of 2021 on a sequential basis as a consequence of lower compensation-related taxes. Adjusted EBITDA was $37 million in the second quarter of 2021 or a 22% EBITDA margin. Our adjusted EBITDA performance beat our expectations and our previously issued guidance, mainly driven by strong gross margin and higher sales volume flowing through to profit. On the tax front, our non-GAAP tax rate for the second quarter of 2021 was 18.2%. This differed from the statutory rate, driven largely by jurisdictional mix of income. On a non-GAAP basis, adjusted earnings per share were $0.62 in the quarter compared to $0.48 in the second quarter of 2020. The favorable result for our adjusted EPS were driven by strong profit and higher sales. Second quarter operating cash flow was nearly $29 million. This good result was driven by strong profit and by sustained improvements in our net working capital. Finally, we ended the second quarter with gross debt of $196 million, and our gross leverage ratio was 1.5x. Our net debt was $62 million. Turning now to guidance. As we look at the third quarter, we continue to see strong demand from the advanced industrial sector with capital spending continuing a strong recovery. With the bookings and backlog progress, it remains very clear that our #1 challenge in 2021 remains supply chain disruptions caused by electronic material shortages and third-party logistics constraints. Thus far, our manufacturing teams have been successful in mitigating the majority of these shortages. But we continue to see some of these dynamics get more complicated and difficult to mitigate in the short term, at least when it comes to meeting our customers' expectations. We are using all of our resources and tools to limit the impact and expect this challenge to remain through year-end. However, it is clearly a temporary situation and despite this, we feel we have solid visibility to not only raise our third quarter financial outlook, but also the rest of the year. Starting with the third quarter of 2021. As we stand here today, we expect GAAP revenue in the range of $165 million to $170 million. We're expecting to see year-over-year 15% to 20% revenue growth and continued bookings progress. The revenue range itself is governed by material availability of our factories, third-party logistics disruptions and possible disruptions with our customer production processes through their own supply chain challenges. It is not driven by demand, which is continuing to remain very robust. In addition, the range also factors in some part shortages, we believe, are unlikely to be mitigated before quarter end. On a segment level, we expect continued growth in both photonics and the precision motion segment comparable to the second quarter, whereas we expect our vision segment will be largely flat on a year-over-year basis and a sequential basis. While we expect bookings and backlog to continue to build in this segment, the electronic material shortages are concentrated in this segment, causing us to under-deliver to customers' demand in the third quarter. Moving on to adjusted gross margins. We expect gross margins in the third quarter to continue to hold at nearly 46% gross margin, despite the significant supply chain disruptions. While we continue to see some areas of higher cost, we also continue to be impressed with our manufacturing team's ability to find new productivity programs to mitigate these cost pressures through the application of the Novanta growth system. R&D expenses will increase from the second quarter to approximately $18 million in the third quarter as a consequence of normal fluctuations in project spending on our NPI programs. SG&A expenses for the third quarter would be approximately $31 million, similar on a percent of sales to the second quarter. Depreciation and amortization expense will be aligned with the second quarter levels of slightly more than $3 million and stock compensation expense will remain at roughly $5 million in the third quarter of 2021. For adjusted EBITDA, we expect a range of $35 million to $37 million. Interest expense, which is about $1.5 million in the second quarter will be similar in the third quarter of 2021, absent any impact from borrowings associated with the Schneider and ATI acquisitions. We expect our non-GAAP tax rate to be around 19%, absent significant changes in jurisdictional mix of income or other variability of our eligible tax benefits. Diluted weighted average shares outstanding will be approximately 36 million shares. The adjusted diluted earnings per share, we expect a range of $0.55 to $0.60 in the third quarter. Finally, we expect free cash flow to be lower in the third quarter than in the past few quarters. One factor impacting this is an $8 million cash payment we will be making in the third quarter to finalize an earn-out on an acquisition from several years ago. The earn-out payment is considered compensation under U.S. GAAP as it was conditional on employee retention and thus classified under operating cash flow. In addition, we expect CapEx to increase to approximately $9 million in the third quarter as a result of finishing our new Taunton U.K. manufacturing facility in our photonics segment. This third quarter guidance does not include the impact of closing of the SEM and ATI acquisitions. While we continue to expect these acquisitions to close at the end of the third quarter, we cannot include them in our guidance at this time. Turning to the full year of 2021. We are raising our guidance based on the continued strong demand environment and despite the significant challenges associated with global supply chains. We now expect full year revenue of approximately $660 million to $670 million. Once again, this revenue guidance excludes the expected revenue contributions from the SEM and ATI acquisitions. Therefore, we anticipate updating guidance again after these acquisitions have officially closed before the end of the third quarter. Gross margins for the full year are expected to be between 45.5% and 46%, representing 200 basis point improvement over 2020. Overall, R&D and SG&A expenses for the full year are expected to be between $195 million and $200 million, roughly 30% of sales. We expect adjusted EBITDA to be in the range of $140 million and $143 million. And finally, based on non-GAAP tax rate of 15% to 16% for the full year, we expect adjusted diluted earnings per share to be in the range of $2.30 and $2.40. All of these financials will be updated again following the close of the SEM and ATI acquisitions later this quarter. In conclusion, we continue to be extremely pleased with the quality of our businesses, the quality engagement of our teams and the strong demand environment. While we expect to face our challenges around supply chain disruptions and even rising COVID cases, we believe these are temporary challenges, and the company is well positioned to emerge stronger. We remain very proud of the performance of our employees and their tireless efforts to help us be successful in a very challenging environment. And most importantly, we remain excited about our future and look forward to continuing to deliver on our commitments to our employees, our customers and our shareholders. This concludes our prepared remarks. We'll now open the call up for questions.