Skywater Technology Inc

NASDAQ:SKYT

Earnings Call Analysis

SkyWater Posts Record Revenues Amid Transformation

SkyWater Technology marked a successful conclusion to fiscal year 2023, with record revenues of $79 million in Q4, an 11% increase from the prior quarter, driven by strong performance in its Advanced Technology Services (ATS) Development business. Despite a continued decline in the Wafer Services segment due to softening industrial demand, the company achieved a 35% annual revenue growth. Looking ahead, SkyWater anticipates Q1 2024 revenues to be around $80 million, with ATS revenues expected to grow by 10-20% for the full year. The company is also forecasting a significant reduction of at least 50% in Wafer Services revenues. Despite these challenges, SkyWater aims to continue transforming its business, focusing on high-growth ATS development. Incoming customer-funded CapEx is set to bolster efforts to expand capabilities and minimize internal capital requirements. Notably, with improved operational efficiencies and customer-funded investments, SkyWater is optimistic about turning the corner to profitability in the second half of 2024.

Record Revenue Growth Amidst Strategic Advancements

SkyWater Technology has delivered an impressive financial performance in the fourth quarter of 2023, with record revenues soaring to $79 million, representing an 11% increase from the previous quarter. This surge was propelled by the robust growth in their Advanced Technology Services (ATS) Development business, which saw a 6% rise from Q3. Consequently, the company exceeded its revenue targets for the fiscal year, achieving a remarkable 35% growth from fiscal 2022.

Diversified Revenue Streams with Distinct Growth Trajectories

Not all segments of the company experienced growth; their Wafer Services sector faced a decline in revenues by 17% from Q3, down to $12 million. This setback was attributed to a decrease in demand within the broader industrial sector. Nevertheless, the dip in Wafer Services did not overshadow the six consecutive quarters of sequential growth noted in the ATS development business, illustrating the company's resilience and adaptability in face of market volatility.

Consistent Long-term Revenue Growth

SkyWater's strategic initiatives have also resulted in a steady 3-year annual revenue growth rate of 2%, outperforming their long-term targets. This consistent growth trajectory underscores the company's effective execution of their profitability objectives and their ability to adapt to changing market conditions.

Strategic Department of Defense Collaboration

A notable development for SkyWater is the lucrative partnership with the Department of Defense, featuring up to $190 million in funding over the next five years. This collaboration will significantly enhance SkyWater's capabilities in advanced packaging, which is being earmarked as a major growth area. With this move, the company is poised to challenge the current Asia-centric advanced packaging market and bring these operations to the U.S., a goal backed by both defense and commercial companies and commended by industry leader AMD.

Operational Efficiency and Workforce Optimization

Investments made in operational improvements have already begun to yield benefits for SkyWater. In the latter half of 2023, the company experienced enhanced wafer velocity and ATS activity levels, as well as improvements in Wafer Services production. These gains have been lightly shadowed by a company reorganization involving a workforce reduction of about 10%, aimed at aligning resources more effectively with the company's strategic growth plans.

Earnings Call Transcript 2023-Q4

[Operator]

Good afternoon, my name is Audrey, and I will be your conference operator today. At this time, I'd like to welcome everyone to the SkyWater Technology Fourth Quarter 2023 Financial Results Conference Call. Today's conference is being recorded. [Operator Instructions]

At this time, I'd like to turn the conference over to Claire McAdams, Investor Relations for SkyWater Technology. Please go ahead.

[Claire McAdams]

Thank you, operator. Good afternoon, and welcome to Skywater's fourth quarter and full year 2023 conference call.

With me on the call today from SkyWater are Thomas Sonderman, Chief Executive Officer; and Steve Manko, Chief Financial Officer.

I'd like to remind you that our call is being webcast live on SkyWater's Investor Relations website at ir.skywatertechnology.com. The webcast will be available for replay shortly after the call concludes. On our IR website, we also have posted an investor slide presentation as well as the financial supplement to accompany today's call.

During the call, any statements made about future financial results and business are forward-looking statements. These forward-looking statements are subject to risks and uncertainties that could cause our actual results to differ materially. For a discussion of these risks and uncertainties, please refer to our filings with the Securities and Exchange Commission, including our earnings release filed on Form 8-K today and our fiscal 2022 10-K. All forward-looking statements are made as of today, and we assume no obligation to update any such statements. During this call, we will discuss non-GAAP financial measures. You can find a reconciliation of these non-GAAP financial measures to GAAP financial measures in our earning to the -- our financial supplements and in our Q4 earnings presentation, all 3 of which are posted on our IR website.

With that, I'll turn the call over to Tom.

[Thomas Sonderman, executive]

Thank you, Claire, and good afternoon to everyone on the call.

Today, we are pleased to report strong fourth quarter financial results. Revenues grew to a record $79 million, up 11% from Q3 and exceeded our expectations due to continued sequential growth in our ATS Development business, which was up 6% from Q3. As expected, tool revenues totaled nearly $10 million for the quarter. As we discussed on our last call, we are entering a new multiyear stage of increased levels of customer-funded CapEx in support of our growing ATS business. The CapEx investments being made by our customers are targeted at building our platform development capability and putting the necessary capacity in place for volume production. Consistent with our expectations going into the quarter, Wafer Services revenues were $12 million, down 17% from Q3, driven by the continued softening in end market demand, chiefly from the broader industrial sector. In spite of this end market softness, the continued strong customer demand for ATS development business has driven 6 straight quarters of sequential growth and record revenue performance. For fiscal year 2023, we exceeded our long-term targets with total revenues growing 35% from fiscal 2022.

The strength of ATS within a backdrop of an overall weak end market was reflected by the changing mix of revenues in 2023 with an 80-20 mix of total ATS revenues to Wafer Services compared to about 2/3, 1/3 in 2022. As we have demonstrated, ATS is the major growth driver for SkyWater's business, both for 2023, and we believe for the next several years, as we continue to develop new advanced technologies for the aerospace, defense and commercial markets. We believe the strong demand for our ATS business demonstrates that our customers' innovation investments remain strong and that our unique business model offers a compelling value proposition for the accelerated development of new technology platforms and products. The largest contributors to our total ATS revenue growth this year of over 60% have been multiple strategic aerospace and defense programs. These include our RadHard 90-nanometer platform as well as multiple additional A&D programs that have also been moving forward aggressively over the past year. We believe this signifies the Department of Defense's increased commitment and investment in SkyWater to be the major trusted U.S. foundry providing a growing portfolio of technologies that are critical to national security. These are the same programs that are driving the majority of the anticipated growth in customer-funded CapEx. Altogether, our aerospace and defense programs in 2023 grew to comprise over half of our revenues compared to about 40% of our revenues in 2022.

Our continued progress ramping our A&D technologies and platforms is also accelerating our engagement with new commercial customers and partners. We expect to be able to leverage the A&D investments happening today at SkyWater to support numerous commercial use cases that require reliable CMOS performance in applications like advanced computing and medical diagnostics, which are our next 2 fastest-growing end markets. Our focus on advanced medical diagnostics and sequencing applications has expanded significantly since our IPO. These applications require the precise processing of fluids such as blood and leverage the electrical properties of semiconductors to enable groundbreaking advances and the sampling of biological materials. These unique semiconductor devices require sophisticated process development and inherence with strict quality standards, which is what SkyWater offers through our ATS business.

This investment in bio health is paying off as we are forecasting multiple medical technology companies to transition from ATS to Wafer Services in 2024. Our recent announcement with [ Natos ] Biotechnology is just one example. We anticipate strong growth in the bio health category in the coming years, and we look forward to sharing news of additional customer transitions to wafer services expected this year.

Progress also continues on our enhanced CMOS platforms, including qualification efforts for our low noise performance 90-nanometer CMOS technology, which supports numerous sensor applications such as thermal imaging. We are currently engaged with several lead customers as we work towards a baseline platform qualification and PDK release planned for the second half of the year. In the RadHard category, we are currently adding incremental engineering resources to enhance our RH 90-platform design enablement efforts in parallel with our ongoing work with our RH-90 qualification. Customer engagement remains strong across both of these new uniquely differentiated CMOS platforms.

Now I'd like to provide an update on several recent developments that are allowing SkyWater to build a strong foundation for revenue growth and margin expansion for the years to come. First, in Florida, our recently announced award from the Department of Defense includes up to $190 million of funding over the next 5 years in order to advance our capabilities and capacity for what we believe will be the most comprehensive advanced packaging facility in the United States. Advanced packaging represents a new growth vector for Sky water. Today, devices incorporating advanced packaging technologies are largely produced in Asia with a heavy concentration in Taiwan. In most cases, these technologies and processes are also tied directly to specific foundries as part of a closed ecosystem. The desire to onshore advanced packaging production is a priority shared by both defense and large commercial companies. As evidence of this, AMD, a leader in deploying advanced packaging solutions to deliver leading edge compute solutions recently applauded our efforts in Florida and the recent DoD award, which is focused on exactly that, bringing world-class advanced packaging technology development and production support to the United States. Another important announcement since last quarter relates to the submission of our full chip application for Minnesota. Our application is focused on modernizing our Bloomington facility, adding the necessary tools, equipment and infrastructure that will further expand our development capabilities and production capacity over the next 5 years. We have a multifaceted approach to obtaining outside investment in support of future growth and any chips funding would be incremental to the significant level of customer-funded investments received to date. All together, these outside funding opportunities enable us to accelerate our revenue growth, while minimizing internal capital requirements.

Finally, a major strategic initiative over the past year has been our decision to invest in the transformation of our operations in partnership with outside experts. These investments have been focused on improving the operational efficiencies needed in order to achieve even higher outputs from our Bloomington fab, enhance the monetization of our unique value proposition and optimize the utilization of our workforce. This approach is already starting to pay dividends. In the second half of 2023, we significantly increased wafer velocity, achieved record levels of ATS activities and realize more linear Wafer Services production.

Our transformation effort culminated in a number of important developments as we close 2023. First, during the fourth quarter, we completed a restructuring of the organization that included the reduction of approximately 10% of SkyWater's workforce across all levels of the company to better align the company's resources with our long-term growth strategy. We believe that our newly highly integrated approach to R&D and manufacturing will manifest in greater efficiencies operating leverage as we continue to scale our business.

2024 hiring is specifically aimed at aligning select skill expertise around the needs of our emerging technology platforms. Second, by optimizing the company's existing resources and leveraging the capabilities of our new executive talent, we were able to conclude the outside investment phase of the transformation process by year-end. And going forward, we are not planning on any additional transformation-related consulting fees in 2024. A third outcome of our process was the decision to focus the majority of the company's resources on accelerating the growth of our ATS business, allowing us to continue to build a strong pipeline that we expect will drive us towards a higher gross margin Wafer Services business for the long run. And lastly, we believe that the transformational process we have executed over the past year is enabling us to quickly turn the corner to profitability. And with our current visibility, we believe we will achieve this key milestone in the second half of 2024.

Now turning to our outlook for Q1 and the year ahead. We entered 2024 with strong momentum in our ATS business, which we expect to continue. With our current visibility, we expect Q1 revenues in the $80 million range. This reflects a similar level of ATS development revenues as Q4, which would represent nearly a 20% growth over Q1 of 2023. We also expect a high level of customer-funded CapEx as we enter 2024 and estimate tool sales will increase to approximately $14 million in the first quarter. We expect that offsetting the sequential growth will be a further decline in Wafer Services revenues, which we expect will be down about 25% from Q4. As we look ahead to our full year outlook for 2024, we expect the uniqueness of our ATS business model and strong customer-funded CapEx will enable SkyWater to achieve another revenue growth year. First, we expect our ATS development revenues to show solid growth in the range of 10% to 20%, after outperforming our growth objectives with greater than 50% growth in 2023. We also expect a record year of customer CapEx investments, and we believe tool revenues will grow to at least $60 million. Furthermore, this level of customer-funded CapEx is expected to continue over the next few years with the investments planned by our customers in 2025 and 2026 expected to match or even exceed these strong levels forecasted for 2024. As previously stated, given the broad-based weakness in the industrial market and expectations for a prolonged inventory correction, customer demand with the broader industrial end market is expected to remain soft throughout 2024. As a result, we are accelerating the pace at which we are phasing out our less profitable legacy programs as we redirect Wafer Services resources to ATS development. We expect that this will result in an increased mix of our ATS business in 2024, in advance of more material transitions of ATS development and Wafer Services in the future, which we again expect to be far more profitable than our legacy business. Altogether, we anticipate that our Wafer Services revenues will be down by at least 50% in 2024 compared to 2023 levels.

2024 is all about the continued acceleration of our business transformation as we aggressively prepare to launch our new secure CMOS platforms, expand our ATS development business, convert existing ATS customers to Wafer Services and build out the development and production capabilities of our 2 fabs in Minnesota and Florida through our demonstrated public-private partnership model.

Before turning the call over to Steve, I'd like to close by highlighting that since our IPO nearly 3 years ago, the SkyWater team has outperformed our long-term annual revenue targets with a 3-year CAGR exceeding 25%. We believe that the distinction of our business model to highly differentiated innovative technologies, we are making available to the domestic IC market and the strong customer pipeline we continue to build positioned SkyWater for several years of above-industry growth and strong operating leverage.

I will now turn the call over to Steve.

[Steve Manko, executive]

Thank you, Tom. Before I begin my review of our fourth quarter results, I will direct you to the financial supplement available on our IR website, which summarizes our quarterly financial results for the last 3 years. Starting in Q3, we changed our policy regarding a couple of our non-GAAP financial metrics and the helpful supplement on our IR website is where you can find all comparable non-GAAP adjustments as well as the impact of tool sales on our gross margins.

Now turning to our Q4 results. Fourth quarter revenues reached another record for us, exceeding our expectations to total $79.2 million, which was up 11% from Q3 and up 22% from the fourth quarter of 2022. The Record ATS revenue of $67.1 million was up 17% from Q3 and up 40% year-over-year. ATS revenue included $9.9 million of tool sales compared to $3.2 million in Q3 and a nominal amount in Q4 of 2022.

The growth in ATS exceeded our earlier expectations due to another quarter of sequential growth in ATS development revenues. Offsetting this growth was the decline in Wafer Services revenue, which, as expected, was down 17% sequentially as a result of the softening demand environment in the broader industrial markets. Our non-GAAP gross margin for the quarter was 17.4%, a bit better than expected, primarily due to more favorable ATS development revenue compared to the forecast. The nearly $10 million of tool sales in the quarter impacted non-GAAP gross margin by 130 basis points. As a reminder, tool sales represent CapEx that is funded by our customers. These enable us to increase our capacity and capabilities without requiring us to use our own capital. Additionally, since this CapEx is funded by our customers, there was no expansion of our fixed asset base and therefore, no ongoing depreciation for us to carry. And while tool sales will often reduce our overall gross margin, they typically have no negative impact on gross profit dollars. Non-GAAP operating expenses declined to just $10.5 million, which was well below our guidance of $13 million to $14 million, primarily as a result of the recovery of approximately $4 million of prior bad debt expense.

Turning to our business transformation process. We completed the outside investment phase of our process with $5.3 million of management consulting fees in the quarter. We also completed a workforce reduction of approximately 10% of our headcount which, going forward, is going to support our gross margin expansion strategies through decreased manufacturing costs and also better align the company's resources with our long-term growth strategy. Non-GAAP operating income was $3.3 million, and adjusted EBITDA was $10.6 million, both exceeding expectations due to the favorable gross margin performance and expense recovery mentioned earlier.

Interest expense was $2.9 million with a tax benefit of $0.5 million, a GAAP net loss was $0.22 per share and the non-GAAP net loss was $0.02 per share.

Turning to the balance sheet. We continue to improve upon our capital position in fiscal 2023. We consistently generated positive cash flows from the P&L prior to working capital changes and reduced our total indebtedness by $30 million compared to year-end 2022. Total proceeds from our ATM added $20 million of equity funding for the full year with all transactions taking place during the first 7 months of the year. We minimize short-term borrowing as interest rates increased and our total cash at year-end was $18 million with $78 million available on our revolving line of credit.

Turning to our outlook for Q1 and our expectations for various financial metrics as we enter 2024. As Tom mentioned, with our current visibility, we expect Q1 revenue levels in the $80 million range. This reflects our assumption of a similar level of ATS development revenues, $14 million of tool sales and that Wafer Services will decline to less than $10 million. Given the expected revenue profile, we expect non-GAAP gross margin in Q1 in the low 19% range. This reflects the greater contribution of tool sales, which we expect will impact gross margin by 200 to 300 basis points. We expect non-GAAP operating expenses of approximately $14 million to $15 million for the first quarter. And beyond Q1, we expect quarterly non-GAAP operating expenses will continue to remain in this range through fiscal 2024.

For the full year, we are forecasting another year of revenue growth. We expect customer funding tool investments of at least $60 million and solid growth in ATS development revenue in the range of 10% to 20%. We expect the resulting strong year-over-year growth for our overall ATS business in 2024 will be partially offset by a reduced level of wafer services business which we expect will be down by at least 50% and potentially as much as 60%. The significant changes in revenue mix for 2024 will impact our gross margin expansion objectives, including tools but the trajectory is expected to continue to improve. The chief tailwinds for gross margin improvement include the expected continued strong flow-through of over 50% for our ATS development business and the decrease in quarterly depreciation expense as the purchase accounting portion phases out toward the end of Q1.

Taking these into account, our expectation is that gross margin for the full year 2024 will increase slightly year-over-year. The higher tool mix is expected to have an estimated impact in the range of 300 to 400 basis points on full year gross margin. There is no doubt that our model is unique and that customer-funded CapEx brings some complexities to modeling our forward-looking financial performance. However, it's important to come away from today's call with an understanding that there is absolutely nothing negative about our customers' funding a significant portion of our CapEx needs. First, tool sales to have either a neutral or positive impact on gross profit. We also expect our quarterly depreciation will remain at these relatively low levels as we reach new levels of revenue growth and scale over the next few years. With over 80% of our planned capital expenditures in 2024 expected to be funded by our customers, our foreseeable capital needs are extremely low. And compared to typical foundry models with depreciation totaling at least 15% to 20% of revenues for us, we expect depreciation will shrink to less than 5% of our revenues as we move beyond Q1, which is one of the reasons we believe we can be so confident in our long-term margin target of 40%. We also expect to turn the corner to positive non-GAAP EPS in the second half of 2024 and look forward to discussing our success on this key milestone in future calls.

With that, I'll turn the call over to Q&A. Operator, please open the line for questions.

[Operator]

[Operator Instructions] We'll go first to Quinn Bolton at Needham & Company.

[Quinn Bolton, analyst]

Just to start, just for the gross margin outlook, obviously, lots of puts and takes. I understand the tool revenue is a bit of a headwind and the $60 million of total revenue, understand sort of the drag there. But you've talked about Wafer Services being down pretty significantly. And I know that's been sort of a fab filler. And so -- can you just kind of talk through the ramp that you see into the second half of the year, what kind of level of gross margin would you expect you need to get to hit that profitability target that you mentioned in the second half of the year. And then I got a couple of follow-on questions as well.

[Steve Manko, executive]

Go ahead on the revenue side. Go ahead and start with the revenue. I'll [Indiscernible].

[Thomas Sonderman, executive]

Yes. So Wafer Services revenue, obviously, is spilling the effects of the overall industry softening. We, of course, have been in a transition mode over the last several years as we continue to bring in more of our ATS development programs preparing them to go to volume production. So as I mentioned in my prepared remarks, we are leaning hard into those transitions. We're doing this to prepare to not only ramp those into volume as this year unfolds, but more importantly, as we prepare for next year and beyond. And of course, we're taking into account the fact that lower utilization of our Wafer Services business does have an impact on gross margins, but that is somewhat being offset by the fact that we are bringing in new tools that while not like a typical ATS development margin does have an overall positive impact. So we believe that the work we're doing this year to position the business for continued ATS growth makes long-term sense, and we're doing that in a mode where we're still seeing gross margins performance at a level that is consistent with our previous discussions. Steve, anything to add?

[Steve Manko, executive]

Yes. And I'll just highlight 2 things. I'll address the tool revenue one first. And again, I think you referred to it as a headwind. We still look at it, like we said in the opening remarks as a tailwind for the long term of our business, seeing this level of tool investment coming in was much more than we probably could have ever imagined in the near term and seeing the significant investments coming through to continue building out not only technology programs, but technology platforms. In my opinion, this is a significant sign of growth for the company in the future and not being funded by our customers. So to your point, on a margin perspective, it will have a headwind, if you will. But it does have some small contribution to profit. And even with the gross margin being impacted by the tool revenues over the course of next year, even a margin in the mid- to low 20s could be something that could generate some positive non-GAAP EPS for us over the course of 2024. And so we really think that's something that we could obtain over the course of 2024.

[Quinn Bolton, analyst]

It sounds like margin for the year is a little higher than I think you said the 22% for full year '23. It sounds like you probably are in that 23% to 25% kind of great in the second half of the year if you're starting the year at '19, just the way the math works. It's something that that's kind of the rate we should be thinking about?

[Steve Manko, executive]

Yes. I don't think it has to be quite that high, again, depending on the timing of when these tools come through. Again, we see significant opportunity for the tool investments. We communicated that we expect not only a record year, but something around the $60 million level on the tools. Now again, given the significant contribution or the significant amount, I should say, of the tool revenue coming in, even a little bit of contribution margin coming from the tools can have an impact positively on the gross profit performance and the bottom line as well. So I'm still saying within the low 20s on our margin with the tools coming in, it should be something that could get us to a breakeven point or slightly positive on the non-GAAP EPS.

[Thomas Sonderman, executive]

And just one thing to add is we are positioned well, if the market were to turn, of course, we could begin to take advantage of that as well.

Go ahead, Quinn.

[Quinn Bolton, analyst]

Yes. Sorry, last one for you, Tom. Just on the Wafer Service, obviously, I understand the headwinds in the industrial side of the business with the legacy, you talked about the bio health business starting to transition to Wafer Services this year when would you think that Wafer Services revenue bottoms. Is it kind of -- does i9t bottom middle of the year, it starts to recover sequentially into the back half of the year? Do you think it's kind of just trending at a pretty flattish level through the year? What's [Indiscernible] guys are expecting on Wafer Services.

[Thomas Sonderman, executive]

Yes. So we're expecting in the first half of this year, maybe going into Q3 that we would see a bottom and then we would start to see recovery post that point. And again, the rate at which programs that have transitioned to Wafer Services, the rate at which they ramp is highly dependent on the customer and their ability to get their products to market. Our goal is to prepare them to to ramp. We are very excited about the number of new programs coming through the pipeline and the pace that they will grow will depend on the customer, there is a J curve effect that will come into play, but we believe the breadth and depth, the programs we have now will allow us to make that transition effectively.

[Operator]

We'll move next to Harsh Kumar at Piper Sandler.

[Harsh Kumar, analyst]

I had a couple of questions as well. I guess I was more curious about the spurt in the ATS business. Was there anything that happened in the end market, or maybe your own focus as a company prompted this kind of growth? And then my second one is kind of tied to it, so I'll just ask you anyways. Historically, the model has been that ATS drives weaker revenues. But Wafer Revenues are coming down. Is that mostly the industrial sort of, call it, flushing out this year? Or is there something else going on, maybe a shift in strategy perhaps?

[Thomas Sonderman, executive]

Yes. Well, so to answer the first question, it's all about transformation. We clearly are doing everything we can to maximize our ability to move our ATS programs as quickly as possible through the development cycle while at the same time delivering consistent Wafer Services output. That's what we've really been doing. I think our ability to not only execute the transition while delivering solid financial performance is a good testament to the team. And the kind of positioning legacy products and phasing those out as we move towards these new programs, it's kind of always been the plan for SkyWater when we spun out of Cypress. We have never put a lot of energy into our legacy mature technologies, they are there to fill the fab to allow the new business to be developed and put in a position to grow in the long term, and that's exactly what we've been doing. And really, as we said, '23 was was driving that transformation. We've executed it, and now we're leaning into it hard and really taking advantage of maybe, call it, a weaker broad market to move some of these ATS programs at a faster pace. And specifically, the the DoD programs, which, as we've been talking all year already moving at a very fast pace. Anything to add, Steve?

[Steve Manko, executive]

Good response.

Harsh?

[Harsh Kumar, analyst]

Sorry. My second one was regarding the wafer services flushing out. I guess. And that's just basically strictly sounds like it's industrial, correct?

[Thomas Sonderman, executive]

Yes. I mean the -- a lot of the industrial products are legacy products. I think there was a lot of inventory building in the industrial space. And as our primary customer, Infineon has made very public, there they're digesting that inventory. And obviously, for those type of products, we feel the effect of that as well. And that's really what we see happening as this year unfolds. And in parallel, we're going to continue to drive these ATS transitions and get these new tools installed, which ultimately just drive faster ATS transitions as well.

[Operator]

And we'll move next to Robert Mertens at TD Cowen.

[Unknown Analyst]

This is Rob Mertens on for Krish. The first one, you'd mentioned that the aero and defense customers were a big part of calendar year '23 revenues. What would you expect the mix to sort of look like throughout this year? And will this materially shift in calendar year '25 as Wafer Services start to recover? And then I have one follow-up.

[Thomas Sonderman, executive]

Yes. I mean I think as I put in my remarks, A&D is going to continue to grow. It was over 50% in '23. We expect that to increase further in '24. Again, there's a lot of focus on moving those programs very quickly. So we're taking advantage of that. And given the weakness and the broader Wafer Services market, as we just discussed, and the pace of transition for some of our commercial programs, we expect A&D to continue to be a strong contributor through this year and into next year as well.

[Unknown Analyst]

Great. That's helpful. And then just a quick follow-up. I want to make sure I heard correctly that the consulting fees were they $3.5 million in the December quarter? And then just based on the March guide of $14 million to $15 million OpEx, what are you sort of thinking the consulting fees would look like there than in out quarters?

[Steve Manko, executive]

Yes. The transformation cost is what we referred to, and you can see those broken out in the non-GAAP tables in the supplements to the earnings release were $5.3 million for the quarter. And again, went to around $11.3 million for the year. And as Tom mentioned, there is not an expectation of those recurring again in the year 2024.

[Operator]

Next, we'll go to Richard Shannon at Craig-Hallum.

[Richard Shannon, analyst]

Maybe the first question is for Steve. Tried to absorb all the numbers here in terms of the guide for the year. And I just wanted to try to ask -- the question I have here is really thinking about the exit rate of gross margins exiting this year, both with and without tool sales. I tried to run all your numbers through here, and I wonder if you could just give us your thoughts here. You started with a 19.5% or 19% change, or 19% number here in the first quarter. Obviously, you got a lot of depreciation kicking off after that. I mean, is this something where we get into the upper half of the 20s exiting this year, or how should we think about that?

[Steve Manko, executive]

Yes, good question. And again, it's going to depend on the level of the tool revenues coming through. We've been expecting and communicating that in 2024, the depreciation is falling off and coming down. We're seeing that take place, and we'll see that play out, starting really in the second quarter of this year. So that was a big tailwind that we've been looking forward to for quite some time. [Indiscernible], like I said, though, be impacted by the tool revenues. I think as we talked about a few quarters ago, we still look at our base cost of doing business at around $45 million, and excluding tool revenue, we still believe over the course of 2024, we'll continue to have better than a 50% contribution to the gross profit line coming through for incremental dollars on the revenue side above 45%. Now that's excluding the tool revenue. Again, that's going to be a bit of a drag on the gross margin number. But when you pull out the polls and talk about the growth that we expect over the course of this year, we still do expect a better than 50% contribution margin for incremental revenue.

[Richard Shannon, analyst]

Okay. I'll try to run through my model and try to nail that down a little bit better here. Maybe a follow-on question on tool sales here. I guess a couple of questions here, really. I think, Tom, I heard in your prepared remarks you were about a $60 million number this year and then some more thoughts on years past this. Were you saying the tool sales do you expect to be at or even higher levels than '25 and '26?

[Thomas Sonderman, executive]

Yes. Well, again, as I said, we're seeing similar levels for the next several years, so this year and next year and even through '26, so for model of...

[Richard Shannon, analyst]

I just want to make sure I get the magnitude, right. Literally the follow-up question is a more important one here, thinking about the contributors to this. To what degree is this government versus commercial customers. Obviously, you announced a big government contract earlier this year that's obviously contributing to this visibility not only past this year. But to what degree are we seeing contributions from commercial customers is multi-tools.

[Thomas Sonderman, executive]

Yes. I would say the majority are within the A&D space, the majority of these tool investments. There are some commercial customers, but the majority is definitely [Indiscernible]. And that is, I would say, consistent with kind of the A&D model. They are investing to put capabilities in place, and we plan on leveraging those where we can into the commercial sector. But the majority investor right now.

[Steve Manko, executive]

And as we mentioned, when you see tool investments of this size, which is, again, much larger than what we've had in the past, truly not for one-off individual programs. Although that can still be the case, and it's still part of our business model, that's by one tool bot here or there for development purposes. When you see tool revenues and contribution of this size, it's really to build out a platform, and that will be a platform that could be offered to many customers down the road. So again, that's when you see significant investments of this size coming in a good indication of growth in future years with a number of customers coming to development than manufacture off that platform.

[Operator]

There are no further questions at this time. Mr. Sandman, I'll turn the call back over to you for closing remarks.

[Thomas Sonderman, executive]

Thank you, operator. I want to close today's call by conveying the strong confidence all of us at SkyWater have and our ability to execute successfully towards our long-term growth and profitability objectives. Our amazing employees have now delivered a 3-year annual revenue growth rate of 2%, exceeding our long-term targets. We intend to continue to build your confidence in our ability to execute on our future growth and profitability objectives as well. We look forward to talking to you again on our Q1 call in May. And with that, I will conclude today's earnings call. Thank you.

[Operator]

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And again, this concludes today's conference call. Thank you for your participation. You may now disconnect.