Camtek Ltd. (FORM) Earnings Call Transcript & Summary

Welcome to Camtek's webinar to discuss the acquisition of FRT. With me on the line today is Mr. Rafi Amit, CEO of Camtek; Moshe Eisenberg, CFO; and Ramy Langer, COO. After Rafi's opening statement, we will open the call for Q&A. First, I want to draw your attention to the following safe harbor statements. This presentation contains statements that may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended of Securities Act and Section 21E of the Securities Exchange Act of 1934 as amended of the Exchange Act and the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are based on the current beliefs, expectations and assumptions of Camtek Limited. Forward-looking statements can be identified by the use of words, including, believe, anticipate, should, intend, plan, will, may, expect, estimate, project, position, strategy and similar expressions that are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements involve known and unknown risks and uncertainties that may cause the actual results, performance or achievements of Camtek to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements, including regarding expectations and statements relating to the proposed transaction between Camtek and FormFactor. Statements regarding the benefits and the timing of the transaction as well as statements regarding the company's products prospects and results following the transaction and markets. Such risks and uncertainties include, among others, the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the Camtek's businesses and the price of its ordinary shares, uncertainties as to the timing of the consummation of the transaction and the potential failure to satisfy the conditions of the consummation of the transaction. Delays assumptions or increased costs in the integration of FRT's business with Camtek, unanticipated restructuring costs may be incurred or undisclosed liabilities assumed, attempts to retain key personnel customers and vendors may not succeed, risk related to diverting management's attention from Camtek's ongoing business operations. Exposure to inflation, currency rate and interest rate and fluctuations and risk associated with doing business locally and internationally, the impact of general economic conditions on Camtek's and FRT's business, potential litigations or disputes incidental to the context of FRT's ongoing business with customer suppliers, landlords and other third parties. Potential adverse reactions or changes to business relationships resulting from the announcement of the completion of the transaction as well as other factors discussed in our annual report on Form 20-F and other documents filed by Camtek with the SEC as well as other documents that may be subsequently filed by Camtek from time to time with the SEC. While Camtek believes that we have reasonable basis for each forward-looking statement contained in this presentation. We caution you that these statements are based on a combination of factors and facts currently known by us and our projections on the future about which we cannot be certain. In addition, any forward-looking statements represent Camtek's use as of this date only and should not be relied upon as representing its views as of any subsequent date. Camtek does not assume any obligation to update any forward-looking statements unless required by law. And with that, I'd like to hand over to Rafi Amit, CEO of Camtek. Rafi, please go ahead.

Thanks, [ Kenny ]. Good morning or good evening to everyone. A few hours ago, we publicly announced our acquisition of FormFactor FRT, a metrology business and upload the presentation regarding this acquisition on Camtek's website. The deal highlights are: Camtek is to acquire FormFactor's FRT Meterology business for $100 million in cash, subject to customary price adjustment. We expect the closing will occur during Q4 2023. The parties have already received clearance of the transactions under the German foreign direct investment laws. We still have to get a couple of additional approvals, but we don't expect to encounter substantials issue in obtaining them. A few words about FRT. FRT headquartered in Bergisch Gladbach Germany, is a leading supplier of high-precision metrology solutions for the advanced packaging and silicon carbide markets. FRT has 25 years of experience in the field of optical surface measurement for the semiconductor industry. FRT installed base is more than 750 systems worldwide and leading semiconductors companies. FRT has a highly experienced R&D team supported by an excellent ecosystem of companies in the field of optics and mechanics in Germany. FRT market is fragmented and its competitors include either small players or small business units of larger companies. For a while, Camtek has been looking for suitable M&A candidate, focusing on companies operating in segments with a high growth rate and synergetic to Camtek. We identified 2 segments that meet our expectations. Production of high-performance computer using heterogeneous integration and the production of power devices made of silicon carbide. These 2 segments with a potential growth rate of over 20% year-over-year in the next few years, are expected to require inspection and metrology in several steps during their production processes. We conclude that a company well experienced in the metrology field will be a good bench for Camtek, which missing that kind of experience. Camtek metrology capabilities are focused around 3D metrology of bumps while FRT brings to the table additional metrology capabilities such as topography, roughness, TTV, Bow and Warp, flatness, coplanarity, layer thickness, overlay, TSV, trench measurement and many other. Most of the companies we have seen engaging in the field of metrology for high-performance computer like heterogenous integration and silicon carbide segments are small companies because until recently, the need for metrology systems has been mainly for R&D purposes. Recently, for a number of reasons, the need for metrology and inspection systems during the production process has evolved in these 2 segments, a development that creates a growth opportunity also for Camtek. Camtek with the addition of FRT's unique hybrid multi-sensor technology, we'll be able to provide customers with broader and more comprehensive solutions for inspection and metrology. We believe that Camtek as a market leader in these 2 segments we'll be able to take FRT to the next level and maximize its potential. As I have mentioned before, we have been focused on identifying a company with excellent synergy with Camtek, and we believe that FRT meets our expectations. We serve the same customers. We both serve the same market segments. We serve the same manufacturing process at customer fabs. There is a potential for additional upside for Camtek to improve its penetration to front and back of the line. FRT will be able to benefit from Camtek's global sales and support infrastructure. FRT will be able to improve its operational efficiency by utilizing Camtek robust supply chain. To summarize, the new heterogenous integration packaging technology and the power device made of silicon carbide technology may potentially become a game changer for the combined Camtek and FRT. Heterogenous integration silicon carbide segments are expected to grow by over 20% year-over-year and require inspection and metrology in many steps of the process. Hence, the potential is to benefit from growth over growth, meaning benefiting both from the growth of the segment and on top of this, from the additional inspection and metrology steps performed in the process. FRT acquisition fits Camtek strategy. Camtek growth strategy is based on increasing its presence at additional inspection and metrology steps and FRT fits seamlessly into this strategy. FRT metrology products will expand Camtek presence to new market segments, providing new opportunities. FRT acquisition is expected to provide Camtek with additional revenues of over $30 million in 2024 and be accretive within 12 months. Adding FRT metrology capability to Camtek will accelerate the path to meet our milestone of achieving annual sales of $500 million. And with that, Ramy, Moshe and I are open to address your question.

Thank you. With that, we will take your questions. [Operator Instructions] Our first question is going to be from Charles Shi from Needham.

Thanks for letting me ask a couple of questions. First one, just probably a very quick one. Does this transaction require China approval? That will be my first.

No, this transaction does not require any approval from China. It requires the approval of the German regulator. As Rafi mentioned, this has been granted already and a few technical approvals. So we do not expect any obstacles from that perspective.

Thanks, Moshe. So the second question may be a little bit longer. So you mentioned a few of the synergies you're expecting, but you haven't really quantified what kind of synergy you're expecting. Can you kind of walk us through or if you can provide some numbers in terms of maybe the revenue synergy, maybe it's R&D, maybe it's cross-selling, I think you probably mentioned both and also cost synergy. Anything that would be helpful.

By the way, I think we explained it very well in the presentation on our website but if we didn't have enough time to see it, we can explain it. When we talk about synergy, I would say that the major synergy will be by sales and customer support. Because we are going to sell the same customer, the same segment, the same process. And definitely, we can come and offer to customer now full solutions. Okay, metrology and inspection. Now our sales organization can definitely can do it. Our sales support engineer worldwide definitely can support the 2 kind of systems. So this is what we mean synergy, okay? In the future, we may enjoy more synergy by some R&D cooperation by operation. But at the first stage, the major synergy will be done through our sales and customer support organization.

Thanks, Rafi. That's very clear. I'll hop back to queue.

Our next question will be from Thomas O'Malley from Barclays.

Congrats Rafi and Moshe and team for getting the deal done. So my first one is just about the steps that you addressed today and what you're looking to address with this acquisition. So could you just be more specific, when you're looking at customers that you share today, how many steps are you serving? And where does this get you with this acquisition? So just a better way to do it is just hey, how much is your TAM today in a dollars perspective? And what does this do to your TAM post acquisition close?

Maybe I will start, and Ramy can complete my answer. In general, I would say that the -- both the heterogenous integration and the silicon carbide -- right now, I would say this is the beginning of the ramp-up of the whole industry. And we can definitely right now can understand there are many steps in the process they require inspection and metrology. We are not covering all the steps right now. But in the future, we definitely can be there. It's a long process to pass qualification to answer customer requirement. But from the capability point of view, we are there already. Just it's a matter of penetration, qualification and expand our presence in all this overall customer requirement. This is in general. I would say that Ramy can add some more detailed slide, Ramy?

Yes. Maybe I'll just add a couple of words. First of all, when you talk about number of steps, there are many number of steps, not all of them are covered by us. But it's not just one more step. It's multiple steps in the metrology. And I think as this business ramps, there are many steps that are created all the time. Customers want more and more process control. And this is exactly the area that we are moving. So definitely, if you look at the TAM, it's hard to estimate it now in number, but definitely, it will increase our term significantly.

And then just a follow-up for Moshe. If you look at where this business is coming from FormFactor, they stick it in their systems business, which has gone from high 40s to the low 50s. Could you talk about -- it's obviously a smaller portion of that business. But could you talk about just the gross margin profile of this business? And then also from an operating perspective, are you going to be taking all of the employees that work on this? Or are you guys going to essentially going to look to narrow that down before the acquisition closes?

So our expectation is that the profitability metrics will be very similar to Camtek, both from gross margin and operating margin levels. And no, we do not expect any changes in the head count or any major restructuring expenses between signing and closing.

Thanks, Tom. Our next question will be from Craig Ellis of B. Riley.

Yes. I wanted to say good afternoon, gentlemen. And Rafi, you and I have talked a lot on earnings calls about M&A strategy. So it's nice to see you guys execute here. The first thing I wanted to do is understand more about the $30 million in expected revenue for next year. So can you help us understand within that $30 million how much is there for expected year-on-year growth of the business fairly organically? What's the assumption on how much synergy you're assuming that's part of that $30 million? And then the implied question would be, where did we start this year? So in '23, what is it and what are the different contributing factors to get it to the $30 million next year?

I would say the $30 million is something that we can feel that we can understand for 2024. But if you talk about the potential for growing -- continued growing I think that all the segments that we discussed about, the growth rate is more than 20% year-over-year. So definitely just by focusing on these 2 segments, we can estimate that the growth rate will be at least 20% year-over-year. That's number one. But we said and we're explaining in the presentation as well, that it's not just a meaning of the growth rate of the segment of the amount of wafers. It's -- the main issue is in how many steps we can -- the customer will use our systems. And this can make what we call the game changer. If the customer instead of in one place like today of Camtek, all of a sudden, for process control, it are going to be to use the system, let's say, in 10 or 20 other steps, then the market is -- the potential is huge. But this is just the beginning, we have to learn. We have to make some more study with customers to understand for long run, what is going to be the process control. And this is related, not only for metrology for inspection as well. We don't -- right now, even Camtek, we are not present in all the process control places. So now, we have opportunity for inspection and metrology to be part of the process control in such segments.

That's real helpful, Rafi. And just a clarification regarding where we could see the FRT technology applied. Are you seeing its use on wait for production, epi production? Or is it really in the process where we're making different types of devices. And obviously, in silicon carbide, there's a transition underway from one type of architecture to another. So just how expansive is the opportunity at the wafer level or more on the chip development level?

Yes. Rafi, let me answer. So first of all, we are talking about wafer level metrology. So that's to start with. Now you would see it in a few places. So -- and I think in the -- what Rafi talked in his opening words, he gave a few examples. And I think if you follow those examples, and you know from just TTV, just the total thickness variation of wafers. That's an application that's a metrology step -- a basic metrology steps that more and more people are doing because they're starting to stick wafers and afterwards the dies on top of each other. So the thickness, the actual thickness is very important. We're just giving you a very simple example. If you go through all the other steps, they are all very crucial in the heterogenous integration. You see them also in the silicon carbide. So definitely, these are wafer level, metrology steps that we never had those capabilities and those capabilities will be part of our portfolio.

Thank you very much for the clarification there, Ramy. I wanted to ask a financial question and then a broader question. Moshe, can you just comment regarding earnings accretion next year. Great to see it's accretive within the first 12 months. You provided some gross and operating margin characterization, but with respect to the other elements of accretion calculus. Is it really just the opportunity cost on the $100 million, I assume that's out of cash and there's no other funding for the deal, but any further color on some of the accretion dynamics. And it sounds like you'd expect accretion in calendar 3 or 4Q? Any further color would be helpful.

Yes. Thank you, Craig. Generally speaking, we expect this company to be profitable from Day 1. So there is no -- and we expect, obviously, to improve profitability as we materialize all the synergies that Rafi and Ramy discussed earlier. But this business should be profitable from Day 1.

Okay. Great. And certainly, given the size of your customer base, it would seem that there's a lot of synergies potential. Lastly and this may be back to Rafi. Can you gentlemen just help us understand the duration with which you've been engaged in trying to close this and whether or not there was a competitive process that was involved in closing this deal.

So we've been discussing this transaction a little over 3 months, I believe. And we I'm not aware. This is not to say that there was not any, but we were not aware of any competitive dynamics around this transaction. This was more like unilateral discussion between us and FormFactor.

Got it. Good luck with it.

Our next question will be from Vedvati Shrotre from Jefferies.

So one of the things you mentioned in the presentation was that the metrology systems were primarily used for R&D purposes. And now they're sort of going into high-volume manufacturing. Could you elaborate on that? So is the entire installed base mostly R&D at this point and that changes in the next 3 or 4 years?

Let me start. Vedvati. So I think we had last week, we started a discussion about these technologies and what's happening in the market. So the transition, and I think we talked about the process control. And definitely, this is a trend that has begun. The machines of FRT are already in many -- in certain places are already doing process control as of now. I think this trend, we are very confident that this trend is going to continue and expand to more steps that they're currently serving. So from that point of view, it's not something that we are thinking, that will happen. It's already happening, but we're expecting a substantial growth and expansion on this trend. And maybe, Rafi, you want to add.

No it's fine. You covered it well.

And then I had a balance sheet question. So you're using $100 million in cash for this deal. What is the target levels of cash that you sort of required to maintain, or to run the business essentially. So going forward, would you come back to the levels of cash that you're at right now? Is that the target level?

First of all, with respect to FRT, as we said, this business should be profitable from day 1, so it does not require additional cash. With respect to Camtek, we -- after this transaction, we will have approximately $400 million. We will have to review our next steps whether we want to do another M&A or to do something else with the cash, it's a little bit too early to comment on that.

[Operator Instructions] Looks like there are no additional questions. Rafi,would you like to close?

Okay. Thanks for all of you for the time and let's meet each other in our next review of the quarter.

Thank you. That ends the call. You may disconnect.