Welcome to Entegris' Third Quarter 2023 Earnings Conference Call. I will now hand over the call to Bill Seymour, Vice President of Investor Relations.

Good morning, everyone. Earlier today, we announced the financial results for our third quarter of 2023. Before we begin, I would like to remind listeners that our comments today will 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 table in today's news release as well as on our IR page of our website at entegris.com. 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 will start by saying that I am pleased with another quarter of solid performance. In an industry environment that continues to be challenging, the Entegris team delivered results that were in line or better than our guidance and we made good progress on all our key commitments. First, on our financial performance. Sales were $888 million, and EBITDA margin was 26.5%, both squarely at the midpoint of our guidance range. Non-GAAP EPS was $0.68, exceeding our guidance range. Let me make a few additional comments on our sales performance. Sales were down 1% sequentially, in line with our guidance. The drivers of that decline were similar to last quarter for our unit-driven products, down across most product areas as utilization rates in both logic and memory continue to bump along the bottom. However, we did see growth in product lines that are of increasing importance to our customers' technology road maps. In particular, we saw growth in advanced deposition materials and several clean liquid filters. In addition, we had another strong quarter in SiC slurries and pads, reflecting the growth of that industry segment and our strong market position. In addition, like last quarter, our performance was mixed in our CapEx-driven solutions. Sales were down for FOUPs and other products tied to wafer fabrication equipment in contrast to the steady demand for our gas purification systems and sensing and control products, which are tied to new fab construction. Next, I would like to provide an update on the key commitments the team is focused on. First, on the CMC integration. We wrapped up all the ERP conversion on time in August, and we are on track to achieve the $75 million run rate cost synergy target this quarter. We executed four ERP conversions within thirteen months of the closing of the CMC acquisition. This is a major accomplishment for the team and a testament to our integration capabilities. Having the whole company on one common ERP platform will allow us to better serve our customers with streamlined end-to-end supply chain and operational capabilities. On the revenue synergies, we have seen early wins in combining products in the CMP module, including slurries, pads, formulated cleans and filters. Looking further out, there's growing interest from our customers in our end-to-end solutions and our ability to co-develop solutions to support the adoption of materials like molybdenum and other precursors. Our customers see great benefits in Entegris solutions as they enable faster development times and improve speed, which ultimately for them means faster time to market. Next, divestitures and pay down. Here, we have made significant progress on our commitments. On October 2, we closed the sale of our Electronic Chemicals business to Fujifilm. Regarding the termination of our distribution agreement with Element Solutions, the deal is largely wrapped up and customer transitions are almost complete. We expect to receive the balance of the proceeds for this transaction by the end of the year. Finally, on the PIM business, which sells drag-reducing agents for the oil and gas industry, as we mentioned last quarter, we are working on the sale of the PIM business. The sale process remains ongoing, and we will update you when we have more to share. Summing it up, so far this year, we have sold three businesses, not including the PIM business. And we are using the $1 billion in proceeds from those sales to significantly bring down our debt, just as we said we would. In addition, as you will hear from Linda, these transactions are driving both gross margin and EPS accretion. Lastly, as we discussed, we are focused on improving our free cash flow and inventory turns. We saw very good improvement in inventory reductions in the third quarter, which put a bit of pressure on gross margin, but contributed to improving cash flow for the quarter. Linda will also discuss this in more detail shortly. Let me now cover a few other important items before moving on to the outlook. First, on our new facility in Taiwan, as planned, we have begun initial shipments from the Kaohsiung facility. These volumes remain very small, but reflect the steady progress our local team is making. We continue to expect to ramp to higher volumes of production during the second half of 2024. Our new capacity and new facility in Taiwan is critical to addressing our long-term needs. Last quarter, we shared that we were combining the SCM and EPS divisions starting in the third quarter. This combination has been completed. The new division is called Material Solutions. Material Solutions will provide our customers the opportunity to leverage our end-to-end capabilities, which we believe will accelerate their road maps by reducing their time to yield and by providing better device performance and superior cost of ownership. I believe that this division has tremendous opportunity for growth and margin expansion. Last week, we submitted an application for Chips Act funding for our new Colorado Springs facility, which we originally announced in December 2022. We believe that this project is clearly in line with the goals of the Department of Commerce to strengthen the domestic semiconductor ecosystem and improve the resiliency of the domestic supply chain. We look forward to our engagement with the Chips program office on our project. Turning to the recently released export controls for China, we do not expect to see any new material direct impact to our business. Next, a few updates on our corporate social responsibility program. In the next few weeks, we will be publishing our latest CSR report. We are proud of the progress we have made since launching our program in 2020, but we also know we can do even more. Entegris recognizes climate change is a critical issue for the world and our communities. On that note, I am pleased to announce that one of the new goals we are introducing is the commitment to reduce our Scope 1 and Scope 2 greenhouse gas emissions by 42%. In addition, we are pleased that Entegris was recently awarded the Gold sustainability rating from EcoVadis, which puts us in the top 3% of all companies demonstrating our strong commitment to corporate social responsibility, our colleagues, and corporate values. Now looking at the rest of 2023, a little less changed in our view of the market. We believe the industry, both for logic and memory, has likely reached the bottom in terms of utilization rates. However, we do not expect any meaningful improvement in the market in the short term. As it pertains to Entegris, given our strong market position, we continue to expect to outperform the market by at least 6 points in 2023. Despite the challenging short-term market conditions, we remain very optimistic about the long-term growth prospects for the semiconductor industry and for Entegris. The market will return to growth on the way to doubling in size to $1 trillion. At the same time, the industry is entering a period of unprecedented technology change and device complexity with chips shrinking below 1 nanometer and the proliferation of 3D structures across most device architectures. This means the industry is moving toward Entegris because our value proposition is unique and increasingly important to our customers' road maps, especially in the areas of material science, materials purity, and end-to-end solutions that enable faster time to yield. This will ultimately translate into rapidly expanding content per wafer and superior growth for Entegris. Let me now turn the call over to Linda.

Good morning, everyone, and thank you, Bertrand. Our sales in the second quarter were $888 million, down 11% year-over-year and down 1% sequentially. Foreign exchange negatively impacted revenue by approximately $4 million over a year and negatively impacted revenue by about $6 million sequentially in Q3. As a reminder, the third quarter results and our original guidance still included the full revenue impact of the Electronic Chemicals business and the business we are selling to Element Solutions. Gross margin on a GAAP basis was 41.3% and was 41.4% on a non-GAAP basis in the third quarter, within our guidance range. The expected sequential decline in the non-GAAP gross margin was driven by lower plant volumes from our continued focus on inventory reduction, the temporary impact of the termination of our distribution agreement with Element Solutions, and the continued ramp of our new facility in Taiwan. Operating expenses on a GAAP basis were $250 million in Q3. Operating expenses on a non-GAAP basis in Q3 were $172 million below our guidance. Adjusted EBITDA in Q3 was $235 million or 26.5% of revenue at the midpoint of our guidance range. The GAAP tax rate was negative in Q3. The non-GAAP tax rate was 9.3% below our guidance. Both our GAAP and non-GAAP tax rates were positively impacted by the recent IRS announcement that temporarily allows for certain additional foreign tax credits. GAAP diluted EPS was $0.22 per share in the third quarter. Non-GAAP EPS was $0.68 per share above our guidance driven by lower operating expenses, modestly lower interest expense, and the positive impact of our lower tax rate. This was partially offset by the negative impact of the foreign exchange and in our other income and expense line. Now our third quarter results now reflect the combination of the SCM and EPS divisions into the new division, Material Solutions. We've provided historical recast financials for the three divisions in our earnings slides. MC sales in the quarter of $286 million were up 2% from last year, and up 1% sequentially. The modest sequential sales growth was driven primarily by wet edge and clean liquid filters, which are unit-driven, and gas purification solutions, which are tied to facilities-based CapEx. An operating margin for MC was 35.4% for the quarter, essentially flat sequentially. AMH sales in Q3 of $180 million were down 14% versus last year and down 5% sequentially. The drivers of the sequential sales decline in AMH were similar to last quarter. Products, which are more tied to fab construction, like sensing and control solutions continue to grow, and products more tied to wafer fabrication equipment like FOUPs declined. Adjusted operating margin for AMH was 17.8%, down sequentially, primarily driven by lower volumes. For the new division Material Solutions, sales in Q3 of $436 million were down 16% year-over-year and down 1% sequentially. The modest sequential sales decline was driven by lower volumes across certain product lines, particularly in memory applications. This was offset by strong growth in SiC slurries and pads advanced deposition materials and specialty coatings. Adjusted operating margin for MS was 16.8% for the quarter. The modest sequential margin decline was primarily driven by the temporary impact of the termination of our distribution agreement with Element Solutions. Moving on to cash flow. We continue to be committed to improving free cash flow. And as an organization, we have put a lot of focus on lowering inventory to that end. Our efforts are showing great results with inventory down almost $80 million sequentially in Q3. CapEx for the quarter was $78 million. We continue to expect to spend approximately $450 million in total CapEx in 2023. Third quarter free cash flow improved significantly to $122 million. This was driven primarily by our progress toward our goal to reduce inventory this year by approximately $100 million. Next, let's discuss our capital structure. At the end of Q3, our gross debt was $5.5 billion, and our net debt was $4.9 billion. Gross leverage was 5.5x and net leverage was 4.9x pro forma for our announced cost synergies. During the third quarter, we made a $75 million voluntary debt payment and executed a 25 basis points reprice in our term loan. During the fourth quarter, we will pay down approximately $730 million of debt with the proceeds from the electronics chemicals divestiture and the remainder of proceeds from the Element transaction. As a result of this pay down, by the end of the year, we expect our gross debt to drop to approximately $4.8 billion and gross leverage to approximately 5x. The blended interest rate on our debt portfolio will be approximately 5.5% and the proportion of the portfolio that is variable will be close to 0. Moving on to our Q4 outlook. Before I start, to be clear, our guidance and our results for the fourth quarter will not include the sold Electronic Chemicals business and will include only a minimal P&L impact from the business we sold to Element Solutions. We expect sales to range from $770 million to $790 million in Q4. To the point I just made, this does not include approximately $90 million of sales from the sold Electronic Chemicals and Element businesses. So on a comparable basis, it implies an approximate 2.2% sales decline from Q3 to the midpoint of our guidance for Q4. We expect the EBITDA margin to be approximately 26% to 27%. We expect GAAP EPS to be $0.25 to $0.30 per share and non-GAAP EPS to be $0.55 to $0.60 per share. Let me provide some additional modeling items. We expect gross margin to be 42% to 43% in Q4, both on a GAAP and non-GAAP basis. The higher margin compared to Q3 reflects the positive impact of the divestitures and strong cost controls, offset by the impact of further inventory reductions. We expect GAAP operating expenses to range from $221 million to $226 million in Q4 and non-GAAP operating expenses to range from $165 million to $170 million. Depreciation is expected to be approximately $40 million in Q4. We expect interest expense to be approximately $66 million in Q4. That amount does not include a full quarter impact of the expected debt pay down. We expect the non-GAAP tax rate for the fourth quarter to be approximately 12%. Early next year, we are planning to do a brief virtual Analyst Meeting where we will update the financial model moving forward. We'll send more information on this in the coming few months.

Thank you, Linda. In the soft industry environment, we continue to focus on the things that are within our control. And in that context, we are very pleased with the quality of our execution. We have successfully wrapped up the CMC integration and expect to realize the full cost synergies by year-end. We have made great progress in divesting non-core assets and are using the proceeds to pay down debt. We are effectively balancing short-term cost management while making critical investments for the future. We're using this industry downturn to actively engage with our customers on their technology road maps, and we have strong conviction in the long-term growth potential of the industry and the growing importance of our value proposition. With that, operator, let's open the line for questions.

Our first question is coming from Toshiya Hari with Goldman Sachs.

I had two questions. First, Bertrand, just on the overall market backdrop. I think you mentioned that your outlook really hasn't changed. But curious what you're seeing in the respective applications or end markets, DRAM, NAND, leading-edge logic and foundry and importantly, the trailing edge. I think things seem to be slowing down a little bit. So what you're seeing across those four buckets, and I know it's premature to talk about 2024 and don't expect you to give us a market forecast. But what are some of the key swing factors that we should be monitoring as we think about '24, both in terms of the market, but also importantly, your rate of outperformance?

Thank you, Toshiya. When it comes to the market, both in terms of Q3 and what we are expecting going into Q4, this is really largely in line with our assumptions for the second half of the year. We are seeing some modest recovery in advanced logic, so it's good that this particular segment is stabilizing after a steady decline for three or four quarters. But on the logic side, this is offset by the contraction that we are seeing in mainstream fabs. We saw a little bit of that in Q3, and we expect a continuation and an acceleration of that contraction in mainstream fabs in Q4. Memory remains mixed. We saw DRAM improving as expected, but 3D NAND has remained fairly depressed with wafer starts continuing to come down in Q3 and we expect no real recovery in Q4. So largely, again, industry conditions that we outlined on the previous call. When it comes to 2024, it's a bit early for us to go into a lot of specifics. I would probably only limit my comments to saying that we expect wafer starts to be more positive in 2024. But again, we'll provide some more quantification of that statement when we report our Q4 earnings in February.

Great. And then as my follow-up, maybe one question on gross margins for Linda. So Q4 guidance, I guess, the midpoint is 42.5%. I guess you're guiding to about 120 basis points of improvement sequentially. You talked about divestitures, cost controls and I guess, those two as tailwinds and then the work you're doing on the inventory side as a headwind. Can you kind of break down some of those drivers and how they're impacting your guide and also curious if FX is playing a role at all?

Yes, absolutely. So a couple of things. As we said, the gross margin will be accretive from the divestitures, but we're not seeing the full accretion at this time because of the plant utilization, which is partly driven by the inventory reductions. The inventory reductions are incredibly important to us, right? We're focused on free cash flow. We had an incredible third quarter with the $80 million inventory reduction and it's allowed us to have a very strong cash flow number this quarter. So you have that tailwind from the divestitures slightly offset by some of our core initiatives, including the inventory reduction. So as we continue to plan and evolve, as you mentioned, we're always going to be looking at cost controls across our P&L. And we have done that as another offset, and we will continue to do that. But you're thinking about it right, with that balance between the divestitures and some of the key initiatives that we're driving right now as a bit of headwind.

And Linda, sorry, the inventory reductions, is it fair to assume that you'll be done exiting this calendar year? Or could that continue into '24?

Well, to me, working capital is always important. And we're going to always maintain a focus on working capital. We have a bigger opportunity this year because we started with a higher level of inventory, but definitely, things aren't going to stop on that focus when we head into '24. So it will continue. But I think you'll see the numbers come down. $80 million is an incredibly big number. As we go into Q4, what we're targeting to try to see is another $40 million to $50 million inventory reduction. And then as Bertrand said, we'll be giving more color as we go into 2024 with our Analyst Day, but it's a continuing effort.

We'll take our next question from Charles Shi with Needham.

First off, Bertrand, I kind of want to ask because if I back out that $19 million contribution from EC and the distributor agreement you have with Element Solutions relative to the guidance you provided a quarter ago, it looks like Q4 is still slightly below what was implied in your guidance about a quarter ago. So I wonder what exactly is backed into the relatively lighter outlook for Q4? Is it still mostly the memory or is there some of the mature foundry logic related weakness impacting into the number?

Yes. So if you consider the midpoint of our guidance, it's around $780 million, which represents a sequential decline of about 2%. This decrease is influenced by several factors. Firstly, the market remains weak, as I mentioned earlier. Additionally, the fourth quarter is typically a slower period for us. The final reason is the expected level of utilization from some of our key customers, which appears to be declining more than we anticipated a few months ago. Overall, I believe this quarter will be strong as we expect to exceed the industry's performance. Looking at the year as a whole, we anticipate a roughly 7% decline on a comparable basis when excluding QED Electronics, Chemicals, and the Enthone business from our figures for 2022 and 2023. On a comparable basis, our top line is projected to be down 7% from 2022 to 2023, reflecting a 6-point outperformance against the industry, consistent with our commitments made at the start of the year.

So maybe just a very quick follow-up. What's the assumption for MSI this year? Obviously, there's some production costs on memory side and of course, you just mentioned the mature side. I wonder what's the latest thinking in terms of MSI for?

Yes. The way we think about it right now is we think about MSI down in the low to mid-teens for the year. We expect CapEx to be down approximately 20% and so the industry down in the low to mid-teens. So MSI down low teens, CapEx down approximately 20% and the industry blend down low to mid-teens.

We'll take our next question from Mike Harrison with Seaport Research Partners.

Good morning. Bertrand, you gave a little bit of an update on the Taiwan facility and the ramp-up process, which sounds like it's still going to take a few more quarters. Just curious if you can kind of walk through quantitatively, how we should think about that margin drag and the impact that it had in Q3 and then how that is going to compare in Q4? Is it going to be a pretty similar drag until we get those commercial volumes starting up in the second half of next year? Or how should we think about that?

Yes. So the drag on margin will be very, very similar in Q3, Q4 and as we enter the beginning of next year. The reason for that is really the pace at which we expect to complete our qualification. So remember that there are three major types of products that we intend to manufacture in Taiwan. The first one would be our deposition material products or qualification for those products have gone extremely well. We are essentially complete and we're starting to accept purchase orders from customers for deposition materials. Next would be our fluid handling products, specifically our high-purity drums. We have completed our internal qualifications, but the customer qualifications for those products can take up to six to nine months. So we do not expect to see any significant volumes until the second half of next year. And then last but not least, I mean, the last priority will be the liquid filtration manufacturing in Taiwan. This will be, by far, the largest value of production coming out of that building. And we are very actively completing our internal qualifications, but we don't expect customer qualifications to be completed until the second quarter of next year. So again, we don't expect really significant volumes until the second half of the year, and that really means that there won't be really a lot of relief on the P&L drag until that point in time.

All right. That's very helpful. And then kind of a housekeeping question regarding the interest expense number for Linda. You mentioned that the $66 million guidance in Q4 doesn't really collect all of the paydown from divestitures, maybe some cash flow and obviously some changes that you've made with refinancing. So what is the starting point in 2024 with the modifications that you've made and the paydown that you expect to make before year-end?

Yes, that interest expense number would be approximately $62 million. So the reason it wasn't all paid down this quarter is because it was staggered throughout the quarter, that $730 million based on the hedge.

We'll take our next question from Sidney Ho with Deutsche Bank.

For 2024, it's good to hear that you guys are reiterating your view that wafer starts will get better. But specifically for the first half, do you expect any kind of inflection point or more of the same as in the second half? Are there any areas that you think could see a seasonal cyclical increase? How about areas that may see risk like we talk about mature nodes or maybe some of the CapEx-related strength you were seeing this year?

Sidney, I appreciate you being curious about 2024. But as I said earlier, and I will stick to that, it's too early for us to talk about 2024, but I promise you that we will do that in February.

Well, I'll ask a different question then. In your prepared remarks Bertrand, you highlighted strength in SiC carbide slurries and pads. And over the past few weeks, we started to hear some weakness in SiC carbide. I'm curious what are you seeing in that business? Is your business tend to be a leading indicator for things to come? Or just give us a sense of where things are there?

Yes, that's a great question. This business has been experiencing rapid growth for us. There are two main aspects to the opportunity. One involves new fab construction, such as wafer carriers and large gas purification systems, which you're all familiar with. The area we've been focusing on in recent quarters is consumable products, specifically SiC slurries and post-CMP cleaning solutions. We've noticed a swift adoption of our SiC slurries and pads, which are directly tied to the level of fab activity. While some customers are discussing reduced utilization rates, there's a significant amount of new capacity being added, so we don’t anticipate a considerable negative impact on that business. In fact, we are increasing our capacity. This business has effectively doubled in 2023 compared to 2022. Although it's still relatively small, with annual revenues around $40 million, it is growing quickly, and we are preparing for what we expect to be substantial demand for these solutions.

That's helpful. Maybe just quickly a question for Linda. I may have missed it on the call, but can you quantify what's the drag on the gross margin from the Taiwan facility? And what's the impact on the distribution agreement being terminated? I think last quarter, you talked about that potentially being a 50 basis points of headwind. Just want to get those numbers in.

Yes, you're correct. Last quarter on the drag from the Element Solutions transition of the distribution agreement to be approximately 50 basis points. As far as the specific dollar drag or percent drag from the Taiwan facility, we haven't quantified that. As Bertrand said, it is going to be an impact on gross margins until we've fully ramped up that facility.

We'll take our next question from Aleksey Yefremov with KeyBanc Capital Markets.

This is Ryan on for Alex. Just want to start with congratulations on coming up with a new name for Materials Solutions. So nice work there. First question for me. I just kind of wanted to dig into what you're seeing on the memory side a little bit. I mean where do you think kind of inventory sits in the chain? It seems like some commentary from some industry peers has been a little bit better. So just wondering like what you guys are kind of seeing there?

We don't have perfect visibility and we rely heavily on direct feedback from our customers. We are hearing similar updates to what you mentioned, and it appears that many of our customers are effectively reducing their inventory levels. We've also noticed some stabilization in fab utilization, which suggests this is occurring. Additionally, we're observing some improvement in memory pricing, which typically indicates a better balance between supply and demand in that sector. While we don’t have complete visibility, we are looking at these indicators, and they lead us to believe we are nearing the bottom. However, it is too early to discuss any signs of recovery, as we still lack that level of visibility.

Great. That's helpful. And then just last one for me here. Just any update on terms of node transitions, what you're currently seeing? And any early preview you can give us into next year?

So for this year, we've seen all of the node transitions in logic taking place on time, which was really good news for us, important news for us, and you saw evidence of that in our business performance in Q3 in Taiwan. When it comes to memory, we signaled to all of you that we're expecting delays and no transitions in 3D NAND, and we saw that. We were expecting originally going into the year. We were expecting many customers to transition to 200-plus layer architectures before the end of the year and that it's not happening, but we are hoping to see high-volume productions at 200 layers plus early 2024. But again, we'll update you with more specifics on 2024 in a few months.

We'll take our next question from Tim Arcuri with UBS.

Bertrand, instead of asking about the entire year of 2024, could you provide some guidance on what a typical seasonal March might look like? I understand there are many components involved and you're focusing on selling PIM, but is there a way to relate this to a typical seasonal March? Could you also share your thoughts on what you consider a normal margin?

Without a typical March, it seems like each year has been somewhat distinct lately. Generally, we expect the second and third quarters to be our strongest in a usual year, while the fourth quarter is typically lower compared to the third. This would represent what I consider a standard March. However, the real question is whether we will experience normal, stable conditions in 2024 or if we will see a consistent rise in wafer starts and fab utilization, and how that might affect what we consider a normal trend in 2024. I won't delve deeper into that, but I want to emphasize that what we perceive as a normal year might differ in 2024.

Can you discuss the competition in China? We have been hearing about these materials companies. It appears they are not competing with you significantly, but there is considerable subsidization in the materials supply chain in China. Could you share your thoughts on how competitive they might be becoming? Do you perceive their presence, and if so, in what areas?

I mean you're right. I mean we're seeing a lot of Chinese competitors that on paper would provide similar types of products. But so far, they have not been able to really match the performance of the solutions we develop, and we are hearing that loudly and clearly from our Chinese customers. They see the value of using our solutions that helps them improve their device performance that helps them improve their yields and they are sticking to the integral solutions when available. And so again, we are keeping a close eye on what's happening in China. But so far, we feel very good about our competitive position in China.

We'll take our next question from Chris Kapsch with Loop Capital Markets.

Question focused on the new material solutions segment. So I think it was on a pro forma basis, if you will, the revenue you mentioned down 16% year-over-year, 1% sequentially. It sounds as though the key drivers, the softness, the fab utilization rates, the function wafer starts. Just looking for a little more color. Did the Enthone transaction contribute to those variances? I assume weren't staying as pro forma to reflect the Enthone deal. And then you called out memory. So just wondering if the weakness within this new material solutions segment is skewed towards memory. And within that, is it skewed towards deposition products that were formerly SCEM for 3D NAND architectures? Or is it maybe more a function of CMP module and slurries for legacy technology nodes perhaps or is it balanced across those different product segments?

Yes. So if you look at Material Solutions, you're correct, they're down about 15% year-to-date. And I would remind you that this is the division with the greatest exposure to memory, number one. But also remember that this is the division that suffered the greatest impact from the export restrictions to China, enacted in October 2022, right? So when you recast for that, actually, the division is performing in line with our expectations. And for us, in 2023, the focus for the division has been to engage with customers on those new materials and trying to develop those co-optimized solutions across the array of capabilities that we have and Entegris from the film to the polishing solutions all the way to post-CMP cleaning solutions. And I would say that we are very pleased with the quality of those engagements, which have been validating the potential that we see for this division. So again, this year, not particularly exciting for the reasons I was mentioning, exposure to memory, impact of China, but if you look under the hood, a lot of really exciting opportunities in terms of new materials and new slurries, opportunities, and ancillary cleaning and etching chemistries.

Fair enough. I have a follow-up regarding your comments about the memory market and the delays and ramp-up of high-volume manufacturing for 2xx layered architectures. Given the downturn in the memory sector, I'm curious if the situation is serious enough that advanced memory manufacturers might consider speeding up their roadmap, which currently extends to 300 layers and even up to 1,000 layers. This would significantly benefit you due to the content per wafer. I'm wondering if there are cases where they view this softer market as a chance to accelerate their transition to advanced nodes, or do they really need to get comfortable at 200 layers before progressing to 300 layers? How is that dynamic unfolding?

It's true that this year was challenging for memory due to reduced capacity utilization and the decommissioning of some older fabs, which significantly impacted that part of our business. Some customers are considering skipping a node, and we will be discussing this with them in the coming months and quarters. We have observed similar situations in the past. The key question will be whether they have enough confidence and conviction to proceed with that, and when they intend to execute. Our role as a supplier will be to be ready if they decide to accelerate the introduction of a new node. As you mentioned, increasing the layers on a 3D NAND chip is advantageous for us. We will certainly focus on providing them the assurance they need to consider skipping those steps, but it's still too early for us to discuss it in detail.

Our next question from Bhavesh Lodaya with BMO Capital Markets.

You mentioned like-for-like sales expected to be down 2% sequentially in 4Q. As we think about EBITDA or EBITDA margin specifically, you have some additional noise from the Taiwan facility ramp-up or the inventory reduction actions we have been taking. If we exclude those moving pieces, can you share some thoughts on how your underlying margins are performing maybe around price versus cost, how they are trending up, down, flat? Any color there?

Let me address your question this way. When considering our Q4 EBITDA margins, we have discussed how our gross margin has been positively impacted by the divestitures, even as we face pressures from inventory reduction and the transitional phase we are undergoing as a company. As CFO, my focus is always on balancing costs and investments. In this quarter, after completing the divestitures, we are seeing the transition of distribution agreements progressing well. The divestitures involve businesses with lower operating expenses. Moving forward, we will continually assess our cost structure and ensure we make the necessary investments in R&D. Regarding SG&A, we will maintain the appropriate level to support ongoing business needs. Currently, during this transition period, we remain fully committed to achieving a 40% EBITDA flow-through, recognizing that this year involves various adjustments.

Understood. And maybe the next one. Can you give us an update on the Colorado Springs project? Has there been any change in the investment size or start of timing there given some of the dealers in the industry? Is it still $600 million early 2025? And then I believe you had mentioned the IRR for the Taiwan project to be in the mid-20s with the Chips Act funding, does the Colorado Springs get close to that?

So let me answer the question on Colorado Springs. So you're right that the total investment over the next several years will be approximately $600 million, right? Now the first phase that we have initiated is going to be a 100,000 square foot facility, it's going to be about $250 million. And that's really the basis upon which we are seeking funding under the U.S. Chips Act. We continue to expect that the production for that first phase will be early 2025. And we expect the returns to be attractive, but we need help from the U.S. administration in order to get returns similar to what we were able to commit to in our Taiwanese investment. And that's the basis for a discussion for the U.S. administration.

There are no further questions. I'll turn the floor back over to Bill Seymour for any closing comments.

Thank you for joining our call today. Please follow up with me directly if you have any additional questions. Have a good day. You can now disconnect. Thank you.

Thank you. And this does conclude today's Entegris Third Quarter 2023 Earnings Conference Call. Please disconnect your lines at this time, and have a wonderful day.