Good day, everyone and welcome to the Entegris Second Quarter 2024 Earnings Conference Call. [Operator Instructions] I would now like to turn the call over to Bill Seymour, Vice President of Investor Relations. Please go ahead, sir.

Good morning, everyone. Earlier today, we announced the financial results for our second quarter of 2024. Before we begin, I would like to remind listeners that our comments today include some forward-looking statements. These statements involve a number of risks and uncertainties, and actual results could differ materially from those projected in the forward-looking statements. Additional information regarding these risks and uncertainties is contained in our most recent annual report and subsequent quarterly reports that we have filed with the SEC. Please refer to the information on the disclaimer slide in the presentation. On this call, we will also refer to non-GAAP financial measures as defined by the SEC and Regulation G. You can find a reconciliation tables in today's news release as well as on our IR page of our website at entegris.com. And finally, as a reminder, we have included in the earnings slide presentation for your reference, consolidated and divisional P&Ls that exclude divestitures for Q1 and Q2 of 2024 and all 4 quarters of 2023. On the call today are Bertrand Loy, our CEO; and Linda LaGorga, our CFO. With that, I'll hand the call over to Bertrand.

Thank you, Bill, and good morning. I am pleased with another strong performance in the second quarter. With semi industry that continues to be in transition, the Entegris team delivered results that were in line or better than our guidance. Sales of $813 million were above our guidance and excluding divestitures, were up sequentially in all 3 divisions. Gross margin increased sequentially and was up over 300 basis points year-on-year, in line with expectations, showing strong execution and the benefit of our recent divestitures. And EBITDA and non-GAAP EPS were within our guidance range. Looking more closely at our sales performance, Second quarter sales increased 10% sequentially and 6% year-over-year, excluding divestitures. Sales were up across most product areas. For our unit-driven revenues, sales were particularly strong in CMP slurries and pads, liquid filtration and etching chemistries. Our CapEx-driven revenue also rebounded sequentially in the quarter. This was true for facilities-based CapEx products like gas purification and fluid handling as well as for WFE-related CapEx products like groups and gas filtration. Let me cover a few other business highlights. Last month, we announced a preliminary award of up to $75 million and proposed a direct funding under the CHIPS & Science Act to support our new manufacturing facility we are building in Colorado. We are honored to be the first material supplier to be awarded funding through this federal initiative, validating the importance of what we do as a key enabler of the semiconductor industry and its ecosystem. We expect to receive the funding and installments tied to the achievement of several milestones over the next 4 years. The first phase of this project will include the production of FOUPs and proprietary membrane used in our photoresist liquid filters. Initial sales from this facility are expected to be generated in…

Good morning, and thank you Bertrand. Our sales in the second quarter were above our guidance at $813 million, up 6% year-over-year and up 10% sequentially, including the impact of divestitures from prior periods. On an as-reported basis, our sales were down 10% year-over-year and up 5% sequentially. Foreign exchange negatively impacted revenue by $10 million year-over-year and by $4 million sequentially in Q2. Gross margin on a GAAP and non-GAAP basis was 46.2% in the second quarter within our guidance range. The higher margin compared to Q1 primarily reflects improved plant utilization, focused execution and the PIM divestiture. Operating expenses on a GAAP basis were $246 million in Q2. Operating expenses on a non-GAAP basis in Q2 were $197 million. Adjusted EBITDA in Q2 was $226 million or 27.8% of revenue within our guidance range. Net interest expense was $53 million in Q2. The GAAP tax rate in Q2 was 9% and the non-GAAP tax rate was approximately 14%. GAAP diluted EPS was $0.45 per share in the second quarter. Non-GAAP EPS was $0.71 per share and within our guidance range. Sales for our MS division in Q2 were $342 million. Sales were up 8% sequentially, excluding the impact of divestitures. The largest contributors to the sales increase were CMP slurries and pads as we benefited from improving trends in memory, specialty coatings and etching chemistries. On an as-reported basis, sales were down 2% sequentially. Adjusted operating margin for MS was 20.7% for the quarter. MS adjusted operating margin was up slightly sequentially, excluding divestitures. The modest increase in margin was driven by higher sales volumes partially offset by increased R&D spending. Our AMH division sales in Q2 of $188 million were up 16% sequentially. The largest driver of the sequential sales increase in AMH was the rebound in…

Thank you, Linda. In closing, I am pleased with our strong performance and the team's execution in the first half of this year. Our performance to date and the double-digit growth we expect in the second half of the year will drive Entegris above-market growth for all of 2024. And the setup for next year is looking very promising. We feel good about the improving fundamentals of the semi market, and we expect growth to accelerate into 2025. More importantly, our investments and customer engagements are positioning us very well to earn new wins in new nodes. All of this translates into significant growth opportunities for Entegris, expanding our content per wafer and ultimately driving significant market outperformance. With that, operator, let's open the line for questions.

Mr. Loy, thank you. [Operator Instructions]. We'll take our first question today from Toshiya Hari at Goldman Sachs.

Bertrand, maybe my first question is on the market outlook. You talked about a slower market recovery in the back half. You also talked about FX being a bit of a headwind. On your first point about the market recovering at a slower rate, I was hoping you could expand on that. Is it both CapEx and wafer starts? Or is it more wafer starts? And then by end application, based on what your customers have said and what your peers have said, it seems like leading edge is, if anything, a little bit stronger and sort of the commentary and the data points from the memory and storage space seem quite constructive. So I'm curious what's driving the slightly weaker outlook into the second half. And again, if you can contextualize the FX impact, that would be helpful, too.

Sure. So let's start with the industry. So a little bit lower assumptions on wafer starts. Right now, we're expecting wafer starts to be up about 3%. And -- so a little bit less than our original assumption when we started the year. We expect, on the other hand, CapEx to be a little bit stronger in the low to mid-single digit. So that's the blend of -- that gets you to about 3% industry growth. I think that what is driving that revised outlook in terms of wafer starts. So as you mentioned, a lot of strength in advanced logic, driven by AI primarily, and that translates into our business, our advanced foundry business is growing very rapidly this year as a result of the strength that we are seeing in advanced logic. Memory, certainly in a better state than last year. We are seeing strength in high-bandwidth memory, obviously, but NAND is still suffering from elevated inventories and then demand for NAND is still relatively soft in most applications. So if you think about wafer starts in memory, both in DRAM and NAND. In fact, we're not back to the levels of wafer start of pre-COVID. So recovery, yes, but slow recovery in terms of wafer starts. And that's really what is driving our business, as you know. And then, of course, you have mainstream, and we're seeing industrial and automotive, in particular, the demand there has been declining in Q2, and the deterioration is certainly worse than our original forecast, and we expect many of our customers to cut production in the second half of the year. So that's really the blend that gets you to that 3% wafer start outlook for the year. So more broadly, I think you're asking me to provide a bit more color on the reduction in the annual guidance. There are 3 buckets, 2 that I cited in my preliminary remarks. So that's the slower market recovery. That accounts for about $25 million or so of the reduction for the annual outlook. Foreign exchange accounts for about $15 million, roughly. And the last one is specific to SiC. So what's behind those numbers? I mean the slower market recovery, I think I talked about that again, the broad-based recovery we originally expected in the second half is being delayed, and it accounts for that $25 million. We've seen on the foreign exchange -- we've seen a lot of movements in the first half of the year, and the rates today are very different from what we used early in the year to set the original guidance. Then SiC is still a growth area for us. We expect our SiC business to grow 30% this year, which is very good, but it is less than the original 50% growth expectation that we had for this business starting the year. So that's the overall context for the reduction in our annual guidance.

Yes. And then as my follow-up, maybe on your rate of outperformance versus the broader market. I think you've been saying 4 to 5 percentage points of outperformance for '24, given your SiC comment there at the very end. Maybe that's come in a little bit, but curious where you stand in terms of your outperformance in '24. And then for 25, I know it's really early, but in the past, you've talked about things like gate all around and potential adoption of moly and 3D NAND. What's kind of your confidence level as it pertains to your ability to outperform the broader market into '25?

Yes. So I think that you -- I think you understand all of those numbers pretty well, Toshiya. So when it comes to the outperformance in '24, right now, we expect to outperform by 4 points. I mean you know that node transitions are a major driver for our outperformance. And you also know that these transitions have been very limited this year. We expect that to change significantly in 2025 and a lot of reasons to be excited in terms of what we expect in advanced logic with the transition to N2, transition to gate-all-around architectures. And as you mentioned, 3D NAND, a lot of expectations in terms of the adoption of moly and high-volume manufacturing in 2025. So again, we have always said that it's harder for us to outperform the industry when you are in a state of transition, and that's exactly the type of year that we're facing in 2024. So in that context, an outperformance of 4% is, in my opinion, at least a good outcome.

John Roberts at Mizuho, you have our next question.

We had some restrictions on exports into China products for leading-edge applications over a year ago and things have been relatively stable since then. Do you see further restrictions as a potential risk or maybe just tariff risk here, but not outright restrictions. Any thoughts on that topic?

Well, we won't speculate on potential new rules and regulations around trade with China. We obviously have been complying with the existing rules. We have quantified the impact to our business, which is about $20 million of lost revenue per quarter, so about $80 million on an annual basis. We have seen that reduction in late 2022, early 2023. And since then, I'm pleased to say that our China business has been actually performing really well. We have a lot of international customers in China. There are a lot of mainstream fabs in China. And our business with these customers have been actually growing very steadily. Again, I'm not going to speculate on potential new restrictions. But as of right now, we're very pleased with the performance of our business in China.

Our next question will come from Bhavesh Lodaya at BMO Capital Markets.

If I look at your third quarter EBITDA guide and then the full year guide, which was slightly reduced but not that much. you're implying a very strong fourth quarter, almost 25%, 30% higher sequentially versus the third. Can you touch on what's driving that? Are you seeing that in your order books? Or in general, what's the confidence level for the fourth quarter ramp?

Bhavesh, it's Linda. Thanks for the question. Let me frame the answer for you. So first of all, the full year guide of approximately 29%, we haven't changed. As we go through the year, we're balancing the investing in the business with the cost control. And so we took that into the account as we thought about EBITDA margin for the full year. As we go into the fourth quarter and you think about how that EBITDA margin might progress, some of the keys are with our expectation on the overall guidance and the continued gradual recovery and growth in sales as we go into the fourth quarter, we're going to get the benefit from both volume and operating leverage. So those 2 things combined are going to allow us to have a stronger EBITDA margin as we go into the fourth quarter and therefore, give us confidence in the approximately 29% for the year.

Got it. And then with respect to your third quarter guide, can you talk about the factors driving the low end and the high end of the guide? The low end, in particular, shows not much growth sequentially. So just trying to understand the factors as we head into the third quarter.

Yes, Bhavesh, I mean it's -- look, I mean, I think right now, what makes it very difficult to forecast is the fact that various segments in the industry are recovering at very different times and rates. And when we were putting our guidance together and our outlook for Q3 and the balance of the year, I mean you really almost have to go to a customer-specific discussion. It's really hard to generalize. And I can't really give you customer-specific details on this call. But at a high level, I would say that it really has to do with the level of reduction in production in mainstream, I mean it's -- again, it's very different customer-by-customer. We know that some customers are expected to manage the output manager inventory a lot more aggressively than originally expected. And then the other thing is memory. Again, there's a lot of nice recovery. But when you look at wafer starts, as I mentioned earlier, they are still below pre-COVID. I think we are seeing a gradual recovery, which is encouraging. But we know that HBM capacity is limited. I know that the industry is obviously feverishly working to expand that, but the question is how much of that will we be able to see in Q3 as opposed to going into Q4 and in 2025. So I think we feel good about the guidance for Q3. And again, what would sway us one way or another is really very much customer specific.

Our next question will come from the line of Melissa Weathers at Deutsche Bank.

I wanted to double click on your CapEx -- your industry CapEx commentary. I understand the wafer start forecast is coming down a little bit, but you did say that CapEx is coming up a little bit. So can you talk about what's driving that? Is there any particular areas of strength that give you more confidence in that growing faster this year?

Yes. So what we're seeing is we're seeing WFE actually growing in the mid- to high single-digit. We expect fab construction to remain relatively flattish this year. So my comment is really the net effect of those 2 parts of the CapEx number. Remember that our business is more exposed to fab construction, about 2/3 of our CapEx revenue ties to fab construction, 1/3 ties to WFE.

Got it. Kind of along those lines, could you talk more specifically about your FOUPs business? I think last quarter, you talked about that business having troughed in the first quarter. So how should we think about the more unit-driven FOUPs business, start 2024 and into 2025?

Yes. So FOUP is the CapEx business for us. And the reason it's a CapEx business as our customers usually would use those products for about 4 to 5 years. So they get eventually replaced but not frequently enough for us to deem them the consumable product. But I'm glad you're asking the question because -- in fact, the FOUP platform did really well sequentially in Q2. It was up nearly 30% sequentially Q1 to Q2. And frankly, one of the reasons why Q3 guidance sequentially is more modest is that we expect our FOUP business to contract in Q3. That business has been notoriously lumpy, especially in periods of transition like we are facing this year. So that business is going to contract a little bit in Q3. We expect that business to expand rapidly in Q4 and then continue to grow in 2025 on the strength of the overall industry.

Charles Yu Shi at Needham, you have our next question.

So Bertrand, you provided a little bit of color on the product details into Q3. Just want to ask if you could give a little bit more color across the 3 divisions, how things are trending from Q2 to Q3 on a sequential basis. Your comment on FOUPs makes me wonder maybe AMH is going to be down a little bit in Q3, but I wonder if you can provide a little bit more color for all 3 divisions.

Sure. So I think -- look, I mean I like -- I prefer to look at our Q3 guidance in the context of a year-on-year comparison, right? And in that context, at the midpoint of the range, you're looking at a 10% up quarter in Q3. And you will see actually strength across all 3 divisions compared to last year. We expect MC to be up in the mid-single digits. We expect MS to be up in the mid-teens, and that's excluding divestitures. Then we expect AMH to be up in the mid-single digits.

Maybe a question about KSP. I think you guys mentioned that it's on track. It's -- congrats on the initial revenue in Q2. But, just wonder, can you remind us what's the total revenue potential for that facility? And let's say, compared with the time you started building this facility, the ramp in 2024, how does that compare? Is it a little bit lighter? Or is it rather consistent or actually above? I want to get a little bit of color on that. And additionally, I did get questions on how to think about KSP versus the advanced node business that you're getting from the leading foundries in Taiwan? Is it really tied to that? Or the demand from the leading foundry is still largely supported by facilities from elsewhere?

Yes. So today, obviously, all of the needs of our leading Taiwanese customer and its ecosystem is supported from other factories, right? This is going to change, especially when it comes to advanced filters. We expect the bulk of the advanced filters used by our Taiwanese foundry customers and their ecosystem to come from Taiwan, not all of it, but the bulk of it over time, right? So the full potential -- the full capacity for our Kaohsiung site will be around $500 million at maturity at scale. And this year, really, the focus is on product qualifications, and we are making good progress, but there's a lot of work that needs to happen. We want to be ready for the N2 transition next year. It's important for our foundry customers. It's also very important for their ecosystem. So the focus for us this year is really about product qualifications as opposed to revenue maximization. Having said that -- as I said, very pleased, I think we generated about $2 million in Q2. We expect to generate about $40 million on a full year basis out of this facility. But again, the bulk of the efforts right now by the team is product qualifications ahead of the N2 conversion.

Our next question today comes from the line of Tim Arcuri at UBS.

Sorry, I got kicked out of the call for a moment. So I apologize if this has been asked. But Bertrand, I'm sure you've seen the news reports and even there was one today about expanding the use of FDPR to further restrict -- well, I mean, we can debate what they're trying to do, but they're certainly trying to expand the use of the FDPR and potentially even go after some of the Chinese equipment company. So -- and it seems like this is extending into the subsystem world, too. I mean it's not material per se, but it's but it's subsystems. So I know that I asked you about this a lot, but I mean, you're in pretty close contact with the Department of Commerce. Do you see any potential that materials and just the subsystems world that you sort of generally live it as being swept into the restrictions?

So Tim, it's a fair question. I mean, as you know, we've been very, very involved in working with the commerce department -- working also as part of the semi consortia, but we don't have any specific knowledge around that, right? And we certainly don't control the outcome of those decisions. So I'm sure you understand, but we won't speculate on what may happen in the future.

Okay. Yes. I get that. And then I guess just relative -- and I don't know if this question was asked, but I mean, certainly, we're seeing N3 is certainly -- at least from an equipment perspective, there are shipments being dropped into the end of the year. TSMC sounds more bullish about N3 toward the end of the year and certainly more optimistic about and 2 next year. The capacity forecasts keep on going up. So can you speak -- there was a question before that was sort of trying to get at why you're downticking a bit when your largest customer from a consumption perspective seems to be upticking on these key nodes. Can you sort of try to square that for us again?

Yes. So our business with our largest customer is going really well this year. This is actually, as you would expect, the fastest part of our business. We certainly expect Q2 -- I'm sorry, N2 to be a very successful node and a big node transition in 2025. And we know that the entire ecosystem is getting ready for that. We expect to see the bulk of that impact in 2025. But frankly, we expect to see some of it at the end of this year in Q4. And that's what is reflected in the implied guidance for Q4.

Okay, Bertrand. So then just to make sure I understand. So Q4 being taken down, if that's being taken up in Q4. So what is offsetting that in Q4?

Well, I think, again, as I mentioned, the SiC business is going to be growing at 30% year-on-year, but the original expectation was it -- for it to grow at about 50%. So that's one headwind that we're facing. We are also obviously witnessing a significant contraction in mainstream fab activity, both because demand from their automotive and industrial applications is coming down because a lot of their customers are really focusing on reducing inventory levels, and our customers are adjusting their fab production schedules accordingly. So that's something that we are taking into account as we revise the overall, I mean, the second half industry outlook. I mean those are the 2 main drivers.

Our next question comes from Aleksey Yefremov at KeyBanc Capital Markets.

This is Ryan [ph] on for Aleksey. Just one from me. I wanted to kind of drill in some margins a little bit sequentially from 2Q to 3Q? Obviously, you guys are kind of guiding margins to be up. Just wondering on a segment basis, kind of where you expect that strength to come from and what's giving you confidence there?

So to me, it's really an overall strength. So there is some uptick in revenue as you can see. And as we continue to see that uptick, we will continue to see volume leverage. As you think about Q2 to Q3 also, we have the OpEx number coming down a bit. So we're getting that OpEx leverage and the OpEx as a percent of revenue will be coming down as we go through Q3 and into Q4. So the general recovery as it happens, we're going to see that benefit in our margins. Obviously, we have a little bit of pressure throughout the year that offsets some of that benefit as we go from Q3 to Q4 as we continue to ramp KSP, as Bertrand referenced and focus on the qualifications.

And our final question today comes from the line of Chris Parkinson at Wolfe Research.

Great. Can you just talk a little bit more about how we should be thinking about and modeling the ramps, not only about in Taiwan more near term, but any preliminary thoughts on Colorado as well? Just any color would be greatly appreciated.

Sure. So in our industry, as we all know, as we're building capacity, we're going to have plants -- that we're building the capacity, focusing on the qualifications and therefore, in advance of the revenue. So on KSP, the way I would think about 2024 is the gross margin headwind year-over-year is about 80 basis points. This year, the Colorado facility is not in service yet. We're building it as we go into '25 and speak about '25, we will have some margin pressure as we ramp up into the revenues. As we mentioned earlier, revenues for Colorado will come in the second half of the year. So that's how I think about the 2 facilities at this point in time.

Great. And just a real quick follow-up. Just on the balance sheet, the deleveraging process. Obviously, it's been a bit of a journey in the last few years. Can you just remind us -- just given your free cash flow outlook for the second half as well as your projected conversion for '25 -- just any preliminary update on uses of cash and how you're thinking about the balance sheet, what you're hearing from shareholders, so on and so forth.

So with the balance sheet, I'm very pleased with us controlling what we could control. And what we've done to-date is we've used proceeds from divestitures to pay down debt, and we're using our free cash flow to pay down debt. We will continue to stay focused on using that free cash flow to pay down debt. We are absolutely committed to continuing to reduce our leverage. Since the acquisition of CMC, we have paid down $1.9 billion of debt. But as we go through this year, we still want to make sure we're balancing investing in the business with the debt pay down. So as I mentioned earlier, if that all comes together, we expect leverage to be slightly north of the 4.0x based on the timing of the recovery this year and the timing of cash flow coming in, but we still remain very committed to getting that leverage down further?

Yes. I mean, to that, I would say, look, we're very focused, obviously, on honoring the commitment we made to bring down the leverage as quickly as we could. Having said that, I'm very, very proud of what the team has been doing this year. This is, again, a transition year for the industry. And we've been able in spite of that, to make all of the required strategic investments that would be critical to our future success. Investing significantly in CapEx this year and last year, continuing to invest in R&D -- I think I mentioned the increase in R&D of about 15% year-on-year. And all of that is really, really important to set for of future success. So those investments in technology, in capacity and redundant manufacturing capabilities, all of that will ultimately translate into significant competitive advantage for Entegris. So I'm glad that we're able actually to do all of that and operate within our target model -- on the target model that we presented during the Analyst Day in January of this year. So a tough year to navigate overall, but I think the team is performing really well.

And that was our final question in the queue today. I'd like to turn the floor back to Mr. Bill Seymour for any additional or closing remarks.

All right. Thank you for joining our call today. Please reach out to me directly if you have any follow-ups. Have a good day. Thank you very much.

Ladies and gentlemen, this does conclude today's Entegris Q2 '24 conference call. We thank you for your participation. You may now disconnect your lines.