Jim Scholhamer - CEO Casey Eichler - President and CFO Sheri Brumm - Investor Relations.

Edwin Mok - Needham & Company Dick Ryan - Dougherty & Company Krishna Shankar - ROTH Capital Christian Schwab - Craig-Hallum Capital Brian Freckmann - LS Capital Advisors LLC Colin Rusch - Northland Capital Market.

Good afternoon. My name is Katrina, and I’ll be your conference operator today. At this time, I’d like to welcome everyone to the Ultra Clean Technology First Quarter 2015 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, our Vice President of Finance; Mr. Casey Eichler, President and Chief Financial Officer; and Mr. Jim Scholhamer, our Chief Executive Officer. I’ll now turn the call over to Ms. Brumm. Ma'am, you may begin your conference..

Thank you, operator. Welcome to our first quarter financial results conference call. Presenting today are Jim Scholhamer, Ultra Clean’s Chief Executive Officer; and Casey Eichler, Ultra Clean’s President and Chief Financial Officer.

Casey will begin by discussing the financial results for our first quarter, and Jim will follow with some remarks about the business. A few moments ago, we issued a press release reporting financial results for the first quarter ended March 27, 2015.

The press release can be accessed from the Investor Relations section of Ultra Clean’s Web site, along with the information for the tape delay and replay of 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 second quarter of fiscal 2015. 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 a press release or publicly announced conference call. The matters that we discuss today include forward-looking statements as defined in the U.S.

Private Securities Litigation Reform Act of 1995, related 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 Casey will discuss the first quarter results..

Thank you, Sheri. Revenue for the first quarter was $125.3 million, an increase of approximately 4.4% from the prior quarter and a decrease of 13.1% when compared to the same period a year-ago.

Semiconductor revenue for the first quarter was $112.8 million, an increase of 10.4% from the prior quarter and non-semiconductor revenue was $12.5 million, a decrease of 30% when compared to the fourth quarter. Revenue outside the U.S. was 32% in the quarter compared to 30% in the prior quarter. Two customers had revenues over 10% for the quarter.

Gross margin for the first quarter increased to 15.9% compared to 15.3% in the fourth quarter, following well within our targeted business model of 15% to 18%. Gross margin was favorably impacted by the in-sourcing of the next generation products by one of our customers.

Operating expenses were $13.6 million or 10.8%, excluding one-time charges and amortization of intangibles as compared to 12.2 million or 10.2% in Q4.

As discussed in previous calls, operating expenses are impacted in the first quarter by an increase in auditors fees associated with the year-end audit work as well as the addition of Marchi Thermal products group. Recently we filed an 8-K detailing a change in our auditors to Moss Adams LLP.

We are looking forward to working and partnering with Moss Adams. We continue to work on driving our operating expenses down, although we expect that they will be in the -- up in the second quarter of 2015 from the first quarter due to our lower revenue forecast.

We are currently looking at several opportunities to reduce our overall cost structure affecting both manufacturing operational cost and overhead operating expenses and we will be able to update you in the future.

Operating income was $2.6 million or 2.1% before interest expense and income taxes in the first quarter compared to $4.9 million or 4.1% in the fourth quarter. Excluding amortization of intangibles and one-time charges, our operating income was $6.3 million or 5.1% in the first quarter compared to $6.1 million or 5.1% in the fourth quarter.

Interest expense for the quarter was $552,000, an increase of approximately $81,000 quarter-over-quarter. An additional expense for the reversal of debt issuance costs of $690,000 also incurred during the quarter as a result of restructuring our debt to facilitate the acquisition of Marchi Thermal products.

The effective tax rate for the first quarter was 30.7% or an expense of $519,000, which was slightly higher than our forecasted 28%. The tax rate for the second quarter of 2015 should continue to be modeled at 28%, but we should see the rate decline by the end of 2015. First quarter net income was $1.2 million or $0.04 per share.

Excluding amortization expense and other one-time charges, the first quarter net income was $4.2 million or $0.14 per share compared to $0.15 per share in the fourth quarter. The diluted share count was 30.9 million, up 1 million shares compared to the prior quarter due to the Marchi acquisition.

Non-cash charges for the first quarter were $500,000 related to FAS 123R, $894,000 related to depreciation and $1.1 million related to amortization of intangibles. Turning to the balance sheet, cash was $69.6 million, a decrease of $9.4 million from the prior quarter.

The net cash decreased $37 million during the period due to the acquisition of Marchi. As a result of this acquisition, our outstanding debt went up to $75.6 million from $48.2 million for the fourth quarter. We anticipate the net cash will be roughly flat in the second quarter.

Accounts receivable was $69.6 million, up $7.8 million from Q4 and days sales outstanding increased to 50 days from 46 days at the end of the fourth quarter. Accounts payable of $50.1 million increased approximately $1.2 million quarter-over-quarter.

Days payable outstanding at the end of the first quarter stayed flat to 43 days from the end of the fourth quarter. Net inventory was $59.9 million, an increase of $3.1 million over the prior quarter. The majority of the increase in inventory is a result of the Marchi acquisition.

Inventory levels are projected to be flat during the second quarter of 2015. Shifting to our guidance for the second quarter of 2015, we anticipate of lower revenue forecast for the second quarter. Our revenue guidance for the second quarter is $112 million to $117 million.

Our second quarter earnings guidance is for earnings per share to be in the range of $0.04 to $0.07, excluding amortization charges and any final acquisition costs associated with Marchi. As I mentioned in previous earnings calls, we continue to develop our additive manufacturing and prototype quick turn machining capabilities.

While these efforts are on plan, we do not expect to see a significant return on these activities until next year. The tax rate for the second quarter is expected to be approximately 28%. Now Jim will discuss our operating highlights for the first quarter.

Jim?.

Thank you, Casey. The first quarter of 2015 has been an exciting time as we focus on outgrowing the semiconductor equipment market in 2015. I’m pleased with the achievements made during the last quarter and we’ve seen some real strides in our effort to win new business within our semiconductor equipment customer base.

I’ll now go through some highlights from the first quarter. During Q1, we finished with strong revenue especially in the semiconductor sector of our business with an increase in semiconductor revenue of approximately 10% quarter-over-quarter. Our total revenue of $125.3 million for the first quarter was in the mid range of our revenue guidance.

Previously we had guided our first quarter adjusted earnings per share excluding amortization and one-time charges of $0.11 to $0.14 and revenue of $123 million to $128 million. We were able to achieve earnings per share at the high-end of our guidance at $0.14 per share.

Bottom line profitability as a focused area for UCT as we investigate opportunities for increased efficiency and optimize some of our lower utilized sites. We will continue to focus on increasing our revenue and market share in the semiconductor equipment with an eye on broadening our portfolio and winning new business selections.

In Q1, the percentage of revenue coming from our Asian operations was 32% as compared to 30% in Q4. This percentage fluctuates quarter-to-quarter based upon the mix of products going through our factories.

We are currently in the process of transitioning several large product lines to our new expanded Singapore facility which will begin its operations during the second quarter of 2015. I’d now like to give an update on Marchi Thermal Systems, our newest acquisition which occurred during the first quarter.

As mentioned in the last call, we finalize the acquisition at the beginning of February 2015. The integration activities have gone extremely well and Marchi has been instantly accretive to our earnings. Marchi brings added capabilities to the UCT product line.

We are exploring opportunities to develop complete offerings utilized in the product lines of the core UCT business together with the March Thermal products. We expect this synergistic relationship to improve our market share in the OEM semiconductor equipment supply chain.

During our last earnings call, I discussed a few of the major investments that we’re making in our business towards UCT’s future growth. We are proud to announce the opening of our prototype center in Fremont, California, during the first quarter. There has been quite a positive reception from our customer base.

We’ve enabled to offer quick-turn service through fabrication and parts to our customers, up in a matter of hours.

This fast turnaround is especially valuable during our customers’ development cycle, as their new products take hold, this service will help UCT gain more of the upfront parts fabrication business followed by module integration work and other offerings.

Looking forward to our second quarter forecast, we do see a drop in revenue as several chipmakers, our customers’ customers had some reductions and pushed out of their CapEx spend in the middle part of 2015. As a result, we’re seeing lower revenue in the second quarter versus our very strong first quarter.

In addition, we’re seeing lower volumes of business in our medical product offerings, which was detailed in our last earnings call. Our second quarter forecast, however, has been mitigated by a gain of new business and products in the semiconductor space.

Our position in the semi cap equipment market is strong and improving and we’re focusing on winning new business in share in semi equipment throughout the year.

However, as the overall semi equipment market is now seeing a bit of softness over the next few quarters, we’re currently reviewing our cost structure and we will be making adjustments to better align with the current revenue outlook and our commitment to stay profitable.

In summary, the first quarter of 2015 set UCT off to a great start to the year with pick up of new semiconductor business and solid performance in revenue and operating profit.

We are continuing to focus on winning new business in the semiconductor equipment market as well as maintaining our investments in additive manufacturing and quick turn machining, which position UCT from important inflections in the future.

And finally, we’re making adjustments to our cost structure to position UCT to be competitive under our fluctuating business environment and a competitive environment. With that, operator, we’d like now -- like to open the call for questions..

[Operator Instructions] Your first question comes from Edwin Mok with Needham & Company..

A question -- Jim, Casey, how are you guys doing? So first question -- a question on kind of your commentary regarding softer in the semi cap space in the second quarter.

I was wondering how much of that is related to one of your large customer who is doing the M&A? May be that some push out late to that versus if there is a kind -- any kind of industry condition? Is there anything associated with that?.

Yes, Edwin. Hi. There are lot of variables, especially in quarter-to-quarter as we’ve talked before. Timing can be very critical. As you know we’ve multiple semiconductor customers, and we also have market share that is heavier in some products than in the other.

And so as product mix changes and customers orders from one to the next, some of those are variables -- change as well, so there really are quite a few events that sum up to the quarter being either slightly up or slightly down..

I see.

Maybe I’ll -- maybe ask a different question on sequential basis is the sequential decline all come from semi cap or are we seeing any non-semi related decline as well?.

As we mentioned, the non-semiconductor part of our business dropped from the last quarter as a result of mostly in the medical products. And we mentioned that on the last call..

Yes, so Edwin I’d say that generally the percentage is going to be more from the non-semi than its going to be from the semi. Within semi, some of our customers I think are seeing relatively flat, some customers are showing a little bit up, and even some people are showing a little bit down.

So there is a mixed bag there on the non -- which generally I think will probably perform flat or maybe even slightly up. On the non-semi, that’s really where we’re seeing more the revenue go down on a quarter-to-quarter basis.

And again as Jim mentioned, we’ve talked about several different pieces of that and most recently its been in the medical side that we’ve talked about, but that’s really where the decline is coming from..

Okay. That’s fair.

On the quick prototype center that you guys talked about, is that for kind of prototype for customers?.

Yes, precisely. So that’s pretty early on in the cycle.

So its when our customers are developing their new products, they’re looking -- they’re prototyping and doing the quick work on the what they call the alpha tools, the tools that they make first internally to test and then also then subsequently on to the beta tools, the tools that they send to their first few customers.

So the cycle on that takes quite sometime. It takes four to eight quarters before you begin to see the volume from that work start to show up. But getting in early upfront on those prototyping is a key way in order to get specked into the product and to gain new business..

I see. Okay. That’s helpful.

So that business -- those business usually are pretty small on the per order basis, right? But you think you can get enough scale to get a meaningful revenue from that whole operation?.

Correct, yes. The amount of revenue brought in from prototyping is relatively not -- is not very material. However, as the volumes increase, we move that out of the prototyping shop and into our main fabrication shops..

So I think really what we’re counting on there is when you get involved in the prototyping and some of the earlier design work at a customer, you tend to have more stickiness in a broader penetration across some of their products and you’re even within a product.

And so by allowing us to get involved earlier on not only does it get as Jim just mentioned that from the prototype to production machining which adds to it, but it also helps us expand our footprint within the customer, because we can see other places where we can add value demonstrate that value to customers and take a bigger piece of the pie.

So it’s really an early engagement tool that allows you to not only get more production machining, but also penetrate the customer base little more deeply..

Great. Very helpful color. Last question and I’ll let the other guys ask.

On the operating expense or the cross [ph] volume side, with this new prototype center or the three different thing or additives center that you guys put in, is that -- does that have any impact on your OpEx, meaning does it drive the OpEx increase or does it have an impact on gross margin?.

It has some impact on OpEx, but really the major impact is that we’ve got it up in above the line and we’re ramping those businesses, and you’re investing in something. Again we think that additive manufacturing or 3D printing can be very exciting longer term.

It would not only with our existing semi customers, but with other customers and in the prototyping I just talked about and so.

We’ve talked about this over the last couple of quarters, but it’s just a reminder that we’re making some investments that probably have above the gross margin line some impact over this year, but we think it’s really going to help broaden our margin opportunity and our revenue opportunity in 2016 and going forward..

I see. Great. That’s all I have. Thank you..

Your next question comes from Dick Ryan with Dougherty..

Hey Casey, a couple housekeeping questions.

Where there any step up inventory costs in COGS with the acquisition?.

No..

Okay. And I think I caught you had a $1 million in other expenses.

Could you kind of talk about that?.

The other expenses, you mean like where the interest is?.

I just thought I caught you talking about $1 million in other expenses and went to a breakout of that? Yes, I didn’t catch that conversation. You can ….

Yes, in the other expense area, basically we have a write-off of the loan costs and so that goes through. That’s about 700. And then there is just the standard interest in that. I didn’t go through that detail, but I did call out the 700, so maybe that’s what you’re thinking about..

Okay. Yes, that was it.

When you look at Marchi, Marchi was two months in the quarter; can you tell us what that contribution was?.

Yes, we really aren’t able to call it out, because again we don’t want to get into the segment reporting issues and all the other things that our friends in the accounting world wanted to -- want us to stay away from, but I’d say that we -- when we purchased that, we had an expectation for the quarter, it met or exceeded that expectation.

The customer acceptance has been very strong and I think the employee acceptance across the companies have been very strong. So that came out the gate and has really performed pretty well for us.

And we think that we’ve got a lot of opportunity, because I think Jim talked a little bit about to take that and really broaden again our opportunity across our biggest semiconductor customers not only in the heater space, but also in other areas where the heaters are kind of an early entrée into the design work..

Sure.

Is there business seeing softness in Q2, their semi business?.

No..

Okay. Great. Thank you. That’s it from me..

Your next question comes from Krishna Shankar with ROTH Capital..

Yes. What kind of visibility do you have beyond Q2? I understand the near-term sort of weakness in semiconductor capital spending, but can you talk about visibility beyond Q2? And I guess one of the large equipment companies in the industry Lam Research just had a relatively positive outlook for Q2.

So can you talk about any lumpiness in your semi equipment customers which makes you a little cautious near-term?.

Yes. So, as you know we don’t guide out several quarters in advance and although the visibility two quarters out in this business is not so good. Yes, what we’re seeing, I think one thing you have to remember is that we’re a small fraction of the entire spend of in the semi -- of the semiconductor OEM space.

And so typically in our business you can be very heavy on a certain -- very heavy in a certain product line or certain area and other product lines our e presence is less so, so -- and also in our customers’ business there can be a lot of lumpiness within their product lines.

One typically if you look at things like epi tools, they can -- they could run in large numbers very quickly, especially as they’re also bought by the substrate houses as well as the logic fabs.

And so you can see just within different product lines, within a single customer you can see a lot of variability as one product line is up and another product line is down.

So in our business we have -- we’re going to have a lot of sensitivity just as product mix changes from one quarter to the other and so the ability for -- to really trend and say customer A is up or OEM supplier A is up or OEM supplier B is up, we don't always follow linearly with that.

But what we were looking at next quarter is we see with our product mix that we are down in the semiconductor space about 8%..

Okay.

And then, with regard to your non-semiconductor business in addition to medical what other areas are experiencing weakness, can you talk about the consumer electronics business that had gone down dramatically? Is that kind of behind you now or I guess you’re still seeing revenue declines from that business?.

Yes, I mean, I think on the non-semi side, obviously there are smaller numbers and so a smaller move it feels on a percentage basis larger. So I think the major adjustment there you should think about is the medical business. The others are kind of up and down, none of them spectacularly, to be honest with you.

They are kind of up or down relatively small bandwidth, maybe 3% to 5% up or down on all most of them. The medical as we talked about is one that over the last quarter and this quarter is ramping down and that's really the major impact outside the semi..

And that is ramping down as we -- pretty much as we planned, as we saw last quarter when we announced it..

Okay.

And what about gross margins with the Marchi acquisition? Any updates on longer-term gross margin? What’s the outlook for gross margins would be blended business?.

Yes, I mean, we continue to guide to the 15% to 18%, and I think that’s right. We said that the Marchi acquisition provided a lot of their product lines better margin profile, which obviously is always favorable. But I don’t -- again I don't see us moving our margin target for this year. I think it's going to be continued to be in the 15% to 18%.

But Marchi is additive and we appreciate for that..

Okay.

And the final question with some of these OpEx efficiencies you’re looking at, could that have an impact on OpEx in the second half of this year? How should we think about OpEx trends?.

Yes..

Yes, I think it will, if not only in percentage, but in raw dollars. We are looking at -- it’s a dynamic industry and dynamic business and our customers are looking at how to best serve their customers going forward in the second half of this year and into next year and that’s make us require to look at how we get ourselves laid out.

And so you want to be very thoughtful about it, make sure that you're doing the right things, but I think you'll see us in the second half of the year start to talk about how we can better structure our infrastructure to be more effective from an OpEx standpoint..

Okay. Thank you..

Sure..

Your next question comes from Christian Schwab with Craig-Hallum Capital..

Great. Thanks for taking my question.

I was kind of confused, so when Ed started talking earlier to get a real explanation of what's going on in your semiconductor business, then he wanted to say it was really the non-semiconductor business and now we’re kind of back saying it’s the semiconductor business and there is ebbs and flows of different product lines and in the press release we site semiconductor equipment.

So if we look at just say at the high-end kind of a $10 million miss versus expectations of the street whether ours as a collective group was wrong to start with I guess is irrelevant, but -- or maybe on a sequential basis, can you just give us the mix percentage just roughly in dollar amount semiconductor to non-semi, so we’re all on the same page?.

Sure. As I said, the majority of the reduction on a quarter-by-quarter basis, which is what I will work off of is related to the non-semi business. And I think Jim was referencing as somebody had asked the question earlier about customers being up in -- Lam's announcements I think is going on as we speak.

And related to their business in particular, I think Jim was saying hey, depending on what product mix you have within a customer and depending on which you are -- how each of the customers are doing that can move things up or down.

We’ve seen some softness in the semi side in Q2, it’s not reflected in market share, it’s not reflected to what we’re getting, it’s reflected to the mix of customers, the mix of products within those customers. It’s not a huge change, but it is a softness that I don't think was expected at the beginning of the quarter for Q2.

So hopefully that clears it up a little bit, but the majority of that softness is in the non-semi not the semi..

Okay.

So the majority of the guide down to 112 to 117 has to do with further weakness in the non-semiconductor side versus the semiconductor side, correct?.

It's a larger portion, yes..

Okay. Maybe next time when you put out a press release, it should say that versus blaming semiconductors for whatever that’s worth.

When you look at the products, still we’re on the same page when we all listen to [indiscernible] Lam later today or which products are you more tied to? I understand that everybody has different build plans and inventory at chip plans.

But maybe we’re still all in the same page at some point in the future, which products that aim at move the needle the most for Ultra Clean and which products at Lam move the needle the most?.

Yes, so I’ll let Jim answer that question, but just to be clear what we talked about I think generally in our press release was a reduction of semiconductor spent and I think those commands are related to what we have all seen I think from Samsung, Intel, and TSMC over the last call it 30 days.

So that moves through everybody's numbers differently and at different times depending where you're on the food cycle, but I don’t know that anybody feels that there hasn't been a short-term reduction and what people are saying semi equipment capital spend is. And so that’s what maybe it wasn’t clearly stated and I’ll go back and look at it..

Yes. No, I appreciate that.

I’m not trying to be difficult, Casey, I will just -- and it just seems like let’s blame what are the other, either their short-term reductions for whatever reasons that your two largest customers and at semiconductor related and that makes a lot of sense given what Intel, TSM, and Samsung have [indiscernible] people have checks that have suggested.

And it’s a different thing then come on and say there is a moving parts, but it's really just a follow of in non-semiconductor. I would just -- I think there is confusion, I guess I’m still confused, but I think I understand what you’re trying to say.

But as far as the products are concerned, maybe that will help?.

Yes, I mean, obviously we don’t go into detail about our customers and the products and parse that out in detail. But I think you can -- understanding that, a significant portion of our revenue is related to gas panels, the gas panel product.

It’s pretty straightforward to see what product line require significant amount of gas reactions and gas panels and some being much larger than the others. So as you see certain deposition, certain other processes, drive a lot more of that product than others..

Right. Okay. I guess that.

And then, I guess, earlier in the conference call you suggested that this might be, what was the quote, kind of a softness over the next few quarters when you were thinking about the semiconductor business? So should we assume that there is isn’t any seasonal pick up or any improved spending environment as we go into Q3 that there is tight reign or reduction, semi cap spending as far as at least procure aim new stuff that may not be in their inventories kind of a multi quarter event.

This is the way we should take about that?.

Yes, I’d say we don’t have that kind of visibility. I think we’re looking at the same end-to-end customer announcements that you’re and obviously -- clearly there have an impact in the one quarter out and what that impact by B, the two quarters out is a -- obviously a lot Marchi for us.

Where we had been before -- where we have been focusing as we have been winning new business, especially outside of the gas panel product and that business will after it’s awarded tends to come in to several quarters out.

So we’re -- we believe we will start seeing some impact of the new business that we’re winning a few quarters out, but again that process was just started..

Yes, even though like I mentioned the three kind of drivers have kind of lightened up their cap spend.

I still think if you look at the total number for the year and look at what people are doing, I don’t know why we wouldn’t see the same somewhat trend if you will that we saw over the last couple of years, second half had a little strength to it as it build through the second half.

So, as Jim commented we don’t guide out that far, and you don’t have all the visibility you would like to have. But if I look at how it feels comparing to past years and what's happened, I don’t know that it feels that different to me..

Okay.

And then one last question if I may, is the adjustments to OpEx, is that a reflection of trying to improve the operating model or a question on being too OpEx heavy given the follow-up with non-semiconductor business or a reflection of potentially pricing getting more aggressive?.

It’s more of the former. We’re simply looking at opportunities to reduce our cost structure.

And especially as we have many multiple side from a side that tend to dedicated towards certain customers and if those businesses fluctuate and move around and our customers business moves around, we have some local -- we tend to have local overcapacity issues that we’re looking to make -- to optimize some of the local overcapacity issues that we’ve built up over the last quarter, and also take advantage of whatever reductions we can take in order to drop it down to the bottom line.

Pricing pressures is the same pretty much as it’s always been..

So, also just to make sure that you heard correctly and when I talked about it in my discussion I talked about not only operating expense overhead but also manufacturing and operational cost.

And so, when you rationalize your capacity load and where you have facilities and what those facilities are doing, I think there is an opportunity not only to get some efficiency in our operating costs or above the gross margin line cost, but also below. So it’s a combination of both.

Its just not an OpEx overhead play, it’s a combination of that and manufacturing cost that I think we can pull out..

Excellent. All right, I have no other questions. Thank you, guys..

I appreciate it. Thanks..

Your next question comes from Patrick Ho with Stifel..

Hi, there. This is actually Brian on for Patrick, a couple of questions. First, just to calibrate on your Q2 outlook, I think Casey indicated that OpEx as a percent of sales would be higher sequentially in 2Q.

Do you expect OpEx to decline on a dollar basis?.

I guess, I mean, when you’re looking at it on a dollar basis it will decline, part of that is somewhat the onetime charges going away. Generally I think on a kind of apples-to-apples basis if you strip all of that out, it will probably be about the same or come down a little bit.

We’ve got one more month of Marchi which will bring in some operating cost, but I think we also have some efficiencies like we talked about around taxes, audit and things like that and so, I think those efficiencies will probably offset that..

Got it. That’s helpful.

And I guess, follow-up on that, in terms of gross margin then for Q2, is it fair then to think that they’ll be below your typical target model of 15% to 18%?.

I think that that’s not an unreasonable assumption..

Okay. Also just, another caller I think asked about this a little bit earlier, but do you think in anyway your customers might have just built, attached too much of your inventory of your sub systems in conjunction with their direct customer outlooks.

Kind of the math I’m looking at also is, that customer of yours who’s reporting this afternoon I think based on their June quarter outlook their shipments will be up something like 30% first half of 2015 versus second half of 2014.

And over that same duration your revenues will be up 8%, 9% maybe 10% in your semiconductor business and so, perhaps that gives you a little bit of comfort in thinking of that, if your Q2 looks down right now, was that to say necessarily you know what Q3 will be, but that’s probably -- that could potentially be a healthier situation relative, so you’re continuing to track their shipment outlook..

Yes, I don’t -- what you just talked about doesn’t sound unreasonable. I haven’t looked at it. I mean if I -- if I look at just quarter-on-quarter, and again I was walking into my own call, but I think they were projecting about $1.5 billion in shipments in the March quarter and about $1.6 billion in shipments in the June quarter.

So they were kind of up single digits somewhere in there on a quarter-by-quarter basis. I don’t -- again obviously I was walking in here, I don’t know how that breaks out across products or services and spares and in all of that, but obviously they are performing well and obviously as a good customer of ours we’re very pleased about that.

I haven’t done the year-on-year look, but what you’re saying just on its surface doesn’t seem unreasonable to me..

Okay. And maybe one last question, as you continue and there’s been some talk here on the call about this.

But as you continue to develop new revenue channels in your non-semi business, can you point to any tangible opportunities lying [ph] in wait second half of 2015, or is this still something we should be focusing on for 2016?.

They were tangible opportunities, but I don’t think they’re meaningful revenue opportunities for the second half of the year. And so I think the meaningful revenue opportunities for the second half of the year in and at the beginning of next year really are going to be with our biggest semiconductor customers.

And as I mentioned I think on the last call and we’ll probably continue to say today, I think those opportunities are very real and very positive for us. But it’s a business where you don’t flip the light switch and it comes on immediately in the quarter.

Its going to build I think over the second half of this year, in the next year and that makes me optimistic. But it sounds hollow when you look at it from this quarter and next quarter, I understand that..

Yes, as we mentioned in the past we are focusing on semiconductor, and semiconductor will have a faster turn on than industries outside of semiconductor..

Okay, great. Thanks for your help..

You bet..

The next question comes from Brian Freckmann with LS Capital..

Hi, guys.

How are you?.

Hi, there..

Hey guys, can you give me an update on what was Marchi in the quarter, and did it grow year-over-year?.

Again we haven’t called out Marchi specifically on a company basis. What we’ve said initially is that, we gave a broad revenue estimate. I would say that Marchi’s revenue should grow this year and has been solid to what we thought the forecast was going to be.

I think their margin profile has remained what we hoped it would be, and the kind of integration that we hope to do at this point is probably a little ahead of where we thought it was going to be, and that’s primarily obviously on the front end its in finance and human resources and systems and things like that.

But it’s a different acquisition than AIT [ph] was, its one location located very near to us and something around 50 people overall. So, we anticipated it to be a pretty smooth integration. There’s a guy over there Joe Williams who’s running it, is somebody that’s known to us.

He’s done a terrific job and is a really high caliber individual, and so the relationship there is really good and the opportunities that he’s bringing forward are very interesting. So, we’ll update on Marchi and the ability to grow that revenue this year and I think we will do that..

Okay.

And we’re using -- I’m using an $18 million off the press release that you guys put out an 8-K back when you made the acquisition, is that correct?.

Right, and so someone that’s going to be inter-companied with us because they were a customer of ours, and so that they obviously come out with top line revenue ….

We were a customer of theirs..

I’m sorry, we were a customer of theirs and then, you would have again two thirds of it for the first quarter and then the full impact.

So, I think most of the people I saw out there doing discussions were kind of $3 million to $4 million a quarter and building off of that for that business and based on those numbers that doesn’t seem unreasonable to me..

Right, okay. Yes, I guess I’m just -- when I think about you guys and you’re including Marchi and semi correct? I wonder why you wouldn’t but ….

Yes..

Yes..

Yes, okay..

[Indiscernible] or semi, but yes..

They’re basically semi, yes..

Well, I mean how would you report it, right -- you report sort of your semi, 90% with semi, you’re including Marchi in that correct?.

Yes..

Okay. So, as I take these things out to fruition, given some of your commentary about, I think Jim at one point you mentioned that semi might be down about 8%. That gets to about $103 million, you take away the $3 from Marchi.

I’m trying to sort of understand at this point apples-to-apples, if I pull out GTAT, if I pull out some of the customers that ISRG that are going away and sort of take that to fruition, it does feel like your core business right now, it maybe slightly down a little bit and yet I think all the numbers out there have you guys flat year-over-year with not including sort of the GTAT and the ISRG.

It does not seem a little bit high. I know you’ll make some Marchi back, but there is a hole in there and it doesn’t seem like you guys had visibility in the third or fourth quarter enough.

Wouldn’t it be fair to sort of come out with a full year estimate out there and sort of help the street out because I’m getting the feeling that no one quite knows how to model the third and fourth quarter, and if the second quarter indicating any indication they were high.

So, any help on the third and fourth quarter, just to give people a range of some sort?.

It would be -- we would not guide out two or three quarters. I think the history is full of people who tried to do that. That would be fraught with risk, and misunderstandings as well from our side. So, I don’t believe we would be able to create a view that would be something that would be as accurate.

As you know this business is very quick to change and quick to turn. And so, we would not be comfortable guiding a whole year..

I don’t think Brian, I mean obviously just look at the first quarter and the second quarter guidance, I don’t think its unreasonable to say to be flat or slightly up from last year, you have to believe second half is going to be real strong.

And so I don’t think that’s a mistake and so, if somebody equates to the second half for not being in that realm well then, yes I think you had come to a different place.

If you believe that and it has in the last couple of years been a stronger second half and sometimes a real strong, much stronger second half, if you believe that will then its not unreasonable to be there.

So it really it kind of depends on what you want to believe second half is going to be and how conservative or optimistic you want to be about it. But it’s hard for us to go out and make a commitment one way or the other. If we commit low obviously that bakes in a low estimation or a low expectation and I get that.

But its up for people to publish the numbers they think are where it needs to be, but you have to be optimistic about the second half to keep it flat, no its no question..

Okay. And then finally you guys, I think you mentioned that cash would be flat in the second quarter, it was in the commentary..

Correct..

But how would know this, but off the new term structure of the debt, is there any buyback that you can comment on, the stocks probably -- looks, indicated down, it’s getting low 6’s.

Is there any sense that you guys potentially have some thoughts there?.

We talk probably a couple times a year anyway not like as a routine but at a board level about, the use of cash, where we’re investing our cash and how we think or look at that. It certainly is a part of the discussion, it filters in with the ability to have cash for acquisitions like we just did which we think long-term can provide a lot of value.

And so no, I don’t have any specific comment. As far as the debt facility, obviously we have covenants and restrictions as to what we can or can't do within the loan documents and make sure you honor that.

And I don’t think that’s an impediment if we felt that there was a compelling argument to do an acquisition, buy back stock or use the cash for something else. I think we have a relationship with our financial institutions that we can go have that discussion. I feel pretty confident about it.

But there hasn’t been any announcement obviously that we’re going to do that and I wouldn’t want to lead you down to any of those past, but we look at all of them from time to time..

Okay, yes. We have discussed this before and this is probably the third or fourth quarter time you guys have come in line and then lowered, and despite what you guys are talking about, I think it -- the prudent to get ahead of the expectations a little bit and make sure that wherever they are that they are on the conservative side.

And so unless you really are seeing a strong back half of the year which I still don’t think you are actually seeing yet. I would suggest you guys air on the side of caution. Thanks..

I appreciate that. Thank you..

[Operator Instructions] Your next question comes from Colin Rusch with Capital Market..

So, if you’re ready to talk, can we just take a step back on the strategic vision for what you see happening over the next couple of years even if we’re not going to guide. I’m hearing you guys talk about is, is exiting non-semi cap businesses in certain areas moving into other ones, having to potentially shutdown some capacity.

And part of the exit on the ISRG business, my understanding was because of the margin profile and of getting hurt on that just with the utilization models. But if you could look out a couple of years and start looking at the content of the business on a percentage of revenue basis.

Help me understand what you guys see evolving in the opportunities that’s based in front of you as you work through the semi cap cycle and then see the other opportunities in other areas?.

Casey Eichler:.

-- :.

Can you just give us some examples on where you’re actually seeing that? Because if you’re having that kind of success you would think that it would start translating into another numbers a little bit quicker than what it seems like its going to be doing over the next little while?.

Yes, well as I mentioned earlier even though it is relatively fast as part of a product cycle getting into, getting awarded business for a new platform, in our customer base you really done see a lot of volume for typically at least three to four quarters.

And so, you wouldn’t see business that we were awarded or one or two months ago you would not start to see that volume yet. I mean I don’t want to get into details of where we’re at, but ….

Maybe we can take the conversation offline..

I appreciate it. Thanks a lot guys..

Good luck. End of Q&A.

[Operator Instructions] At this time there are no further questions.

Do you have any closing remarks?.

No. I appreciate the continued interest. I’m sure we’ll be talking to a lot of you over the next couple of months and I look forward to continuing to tell a story. So, I appreciate it..

Thank you very much..

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