Thank you for joining us for the MKS Instruments Second Quarter Earnings Call. Currently, all participants are in listen-only mode. Following the presentation, there will be a question and answer session. I will now hand the call over to your host, David Ryzhik.

Good morning, everyone. I am David Ryzhik, and I'm joined this morning by John Lee, President and Chief Executive Officer; and Seth Bagshaw, Senior Vice President and Chief Financial Officer. Yesterday, after market close, we released our financial results for the second quarter of 2021, which are posted to our website, mksinst.com. As a reminder, various remarks today about future expectations, plans, and prospects for MKS comprise forward-looking statements, and actual results may differ materially as a result of various important factors, including those discussed in yesterday's press release and in the most recent annual report on Form 10-K and any subsequent quarterly reports on Form 10-Q. These statements represent the company's expectations only as of today and should not be relied upon as representing the company's estimates or views as of any date subsequent to today, and the company disclaims any obligation to update these statements. During the call, we will be discussing various financial measures. Unless otherwise noted, all income statement-related financial measures will be non-GAAP other than revenue. Please refer to our press release for information regarding our non-GAAP financial results and a reconciliation to our GAAP measures. Now I'll turn the call over to John.

Thanks, David. Good morning, everyone, and thank you for joining us today. We delivered another record quarter with revenue of $750 million and net earnings per diluted share of $3.02, both above the midpoint of our guidance range. We achieved these results despite facing increasing supply chain constraints of certain components. I have previously highlighted the strength of our world-class operations team and our commitment to our customers, and the second quarter was yet another example of this. We're also very pleased with our gross margin and operating margin expansion in the quarter, resulting in an 86% year-over-year increase in net earnings per share. In fact, to give a sense of how MKS has transformed in the past five years, our net earnings in the second quarter were higher than what we delivered for the full year in 2016. Sales to our semiconductor market grew 5% sequentially to a new record as we benefited from broad-based demand across our vacuum and photonics portfolios. Our Power Solutions delivered another record quarter as demand for our differentiated solutions for high aspect ratio etch applications continues to grow. We believe every single leading-edge 3D NAND application in the world today is enabled by our RF Power Solutions. We continue to invest in our RF Power portfolio to help our customers execute their technology roadmaps. Excluding RF Power, the combined revenue from the remainder of our Vacuum and Analysis Division also reached another record, including records in valves and analytical control solutions and strong year-over-year growth in our plasma and reactive gas business. In fact, we secured multiple large orders for our dissolved ozone and dissolved ammonia systems to support 7-, 5- and 3-nanometer foundry expansion plans. This is yet another example of the differentiation of our Surround the Chamber portfolio, which will become increasingly important as the industry needs to solve for increasing complexity and smaller geometries. The investments we have made in our world-class optics initiative are paying off as we secured 10 design wins in the second quarter alone, eight of which were semiconductor applications. Specifically, we are seeing increased interest in shorter-wavelength applications with a number of EUV design wins in the quarter. We continue to leverage our optical expertise and state-of-the-art manufacturing and assembly capabilities to increase share of wallet with key OEMs. But our photonics opportunity in semi extends beyond just optics. We secured a notable design win for our new picosecond UV laser solution for a back-end semiconductor application. And we received a large gradients order for a lithography application. This is yet another example of the breadth and depth of our critical subsystems portfolio and wide array of advanced semiconductor applications we serve. As we look into the third quarter, demand in our semiconductor market remained strong. However, due to growing supply constraints of certain components, we expect semiconductor revenue to be consistent to slightly up from second quarter levels, including revenue from Photon Control, which we acquired earlier this month. Barring these constraints, we would have expected revenue from the semiconductor market to be up more significantly in the third quarter. Revenue from our advanced markets accelerated in the second quarter, growing 13% from the prior quarter and more than 40% year-over-year. The strong results were driven by demand from advanced electronics manufacturing applications as well as a pickup in demand from a variety of industrial applications. We saw strong adoption of our leading-edge capstone flex PCB via drilling solution as customers continue to meet capacity and technology transition demands associated with new 5G smartphone designs. We also secured our first multi-unit capstone order in Korea with an initial focus on standard PCB production but with a possibility to address more advanced applications. We are pleased with the progress of our HDI Solutions' acceptance in the market. As you may have seen from an announcement last week, we received our first HDI order from TTM Technologies, a major technology leader in the HDI PCB manufacturing market for their facility in Quanzhou, China. We are excited to support TTM with their manufacturing needs and are focused on driving continued adoption with our differentiated Geode HDI drilling solution. We are gaining traction with our picosecond UV laser platform, and in the second quarter, we commenced volume shipments for a meaningful advanced electronics design win that we previously announced. And we also secured three new design wins in the quarter. Moving to the third quarter, we expect revenue from our advanced markets to decline sequentially, primarily due to normal seasonality in our flex PCB via drilling business. Even with this sequential decline, we expect revenue from our advanced markets to grow considerably on a year-over-year basis. Before I turn the call over to Seth, I want to share a few thoughts on the closing of the Photon Control acquisition and the announcement that we entered into an agreement to acquire Atotech, Ltd. We are very excited to welcome the Photon Control team to MKS. Photon Control brings to MKS a rich history of innovation in the semiconductor industry. Its flagship fiber optic temperature sensing solutions fit right into our Surround the Chamber portfolio and enable key trends, such as the growing complexity in etch processing. We believe we can leverage our broad customer relationships to drive cross-selling opportunities for Photon Control's portfolio. From a financial perspective, the benefits are clear. The gross margin profile is attractive, and the acquisition was immediately accretive to earnings per share. We have been, and will continue to be, a key enabler of semiconductor fabrication, which has been a key driver of miniaturization and complexity for the past 60 years. We believe the next frontier to address these trends is optimizing the PCB interconnect, which connects chips, sensors, and devices. The interconnect is critical to enabling advanced electronics designs, and that is exactly what we are addressing with our agreement to acquire Atotech. Atotech will bring leading process chemistry and equipment expertise to MKS, which will build on our leading via drilling expertise, so we can optimize the via formation workflow to solve challenges for next-generation architectures. We also see attractive cross-selling opportunities given our complementary strengths, as Atotech can benefit from MKS' expertise and leadership in flex PCB manufacturing, and MKS can benefit from Atotech's leadership in HDI PCB manufacturing. This combination should give strong competitive differentiation, room to grow with an estimated $4 billion PCB laser drilling and chemical processing SAM. Atotech also brings a robust gross margin profile and an attractive recurring revenue stream to MKS, where we anticipate about 40% of the combined pro-forma company revenue would be recurring in nature. In addition, we expect earnings per share accretion in the first year and strong pro-forma cash generation which gives us the flexibility we like when looking at deleveraging post deal. In summary, these acquisitions position MKS to become a driving force for miniaturization and complexity in semiconductor and advanced electronics manufacturing, and we're excited about the opportunities that lie ahead. With that, I'd like to turn the call over to Seth.

Thank you, John. I will cover our second quarter results then provide additional detail on guidance for the third quarter, which will include a partial quarter's results for our recently closed acquisition of Photon Control. Sales in the second quarter were a record $750 million, up 8% sequentially and up 38% year-over-year. Our record performance reflects another quarter of robust semiconductor demand as well as a strong acceleration in our advanced markets. Sales to the semiconductor market set yet another record at $431 million, up 5% sequentially and up 34% year-over-year, reflecting wide-ranging demand across memory, foundry, and logic applications. Our broad-based product portfolio is leveraged to all of these applications. While growing supply constraints of certain components impacted our second quarter results, we are very pleased with how well our global operations team has responded to the unprecedented effect of the global pandemic. To give perspective on how our team has executed since the start of COVID-19 disruptions, we have grown our vacuum analysis semiconductor revenue by 75% compared to pre-COVID levels in the fourth quarter of 2019. Not only does this reflect a world-class operational execution, but also a flexible and asset-light manufacturing model. Complementing our strong vacuum analysis results, we also delivered record revenue in our Light and Motion division sales to the semiconductor market as we are gaining traction with our photonic solutions for lithography, metrology, and inspection applications. As John highlighted earlier, the targeted investments we are making in our world-class optics initiative are yielding results, and we'll continue to leverage our scale and technical expertise to drive additional design wins with key customers. Sales to our advanced markets accelerated in the second quarter, setting a record at $319 million, up 13% sequentially and up 43% year-over-year, led by strong demand in advanced electronics applications, in particular, for flex PCB via drilling systems. We are very pleased with the performance of our Equipment Solutions division with revenue of almost $100 million in the second quarter, inclusive of the revenue headwind from our discontinuation of low-margin semiconductor market products that occurred late last year. In fact, the disciplined returns-based approach to our portfolio, combined with strong revenue and favorable mix, has led to a record Equipment Solutions gross margin of over 53%. For the second quarter, the revenue split between our Semiconductor and Advanced markets was 57% and 43%, respectively. Second quarter gross margin was 47.4%, up 100 basis points sequentially and up 210 basis points year-over-year. This strong performance was due to higher volumes, product mix, and effective cost control. Second quarter operating expenses were $147 million, up $4 million sequentially, primarily due to higher R&D product costs and variable compensation due to our strong financial results. Second quarter operating margin was 27.7%, up 190 basis points sequentially and up 610 basis points year-over-year, which reflects the strong operating leverage in our financial model. Adjusted EBITDA in the quarter was a record $229 million, resulting in adjusted EBITDA margin of over 30%. Net interest expense for the second quarter was $6 million, and our tax rate was approximately 17%. Net earnings for the second quarter were a record $168 million and a record $3.02 per diluted share. On a year-over-year basis, our EPS increased 86%, more than twice our revenue growth rate, exceeding our long-term target operating model that we announced at our Analyst Day. Exiting the second quarter, we maintained a strong balance sheet and liquidity position with cash and short-term investments over $1 billion and $100 million of incremental borrowing capacity on an asset-based line of credit subject to certain borrowing base requirements. Our term loan principal balance was $829 million in the second quarter, and we exited the quarter at a $210 million net cash balance, up over $130 million sequentially. In terms of working capital, days sales outstanding were 52 days at the end of the second quarter compared to 55 days at the end of the first quarter. And inventory turns were 3 times in the second quarter compared to 2.9 times in the first quarter. We remain focused on improving our cash conversion cycle. In second quarter operating cash flow was a record $165 million, a 19% year-over-year increase. Free cash flow for the second quarter was also a record $149 million, a 26% year-over-year increase. We increased our dividend in the second quarter by 10% and made a dividend payment of $12 million or $0.22 per share. I'll now turn to our third quarter outlook. Based on current business levels, we estimate third quarter revenue of $720 million, plus or minus $30 million. It's worth noting a few items that are impacting our third quarter outlook. First, due to typical seasonality in the flex PCB market, our Advanced Markets revenue is expected to decline sequentially. However, we expect revenue from our advanced markets to grow considerably on a year-over-year basis. Second, increasing supply constraints on certain components are expected to be a headwind in the third quarter. Excluding the impact of these component constraints and given current business levels, we expected our overall revenue to grow sequentially. Based on anticipated product mix and revenue levels, we estimate third quarter gross margin of 47%, plus or minus 1 percentage point; and operating expenses of $149 million, plus or minus $4 million. For the third quarter, net interest expense is expected to be approximately $6 million. And our tax rate is expected to be approximately 17%. Given these assumptions, we expect third quarter net earnings of $2.74 per diluted share, plus or minus $0.26. Let's now turn the call back to the operator for Q&A.

Our first question comes from Sidney Ho with Deutsche Bank.

I have a few questions on the supply constraint side. Can you quantify maybe the revenue impact in the second quarter and how does that compare to your assumption in your second quarter guidance? And for the third quarter guidance, does the revenue impact hit both semis and advanced markets? Or does it sound like it's just semi? And is there any margin impact that we should be thinking about as part of this supply constraint? And lastly, do you have a guess as to when these supply constraints start going away?

Sidney, it's John. Well, welcome back to coverage of us. There are like four questions there, so I'll try to remember every one of them. I think the easiest one to answer first is Q3 constraints, whether that was mostly in our semi market versus advanced markets. We see it mostly in our semi market. So it's pretty clear just because of the high volumes of products going to the semi market. So that's a fairly easy one. Impacts to Q2. There were some impacts in terms of the overall revenue, but we believe we've been working very closely with our customers that we were able to allow them to ship what they needed to their customers. I think the impact in Q3 is a little worse. We're planning on that. We're being prudent in our guidance. But as you know, these things can change quickly. And if materials come in, we could have a fair amount of upside to the numbers we guided. But want to be prudent. That was electronic components. There's also the outbreak of COVID again in certain regions that are quite important to the semiconductor supply chain, as you can imagine, in Southeast Asia. So we're trying to be prudent with our guidance there. And I think your last point was do we have a view of when this might recover? We really don't, Sidney. I think everybody in the supply chain is working very hard to try to recover. There's a lot of demand. You've heard it from our customers and other people in the supply chain. This is really a robust environment for semi, so everybody is motivated to fix these things. And so we look forward to working with our customers to continue to make sure that they can meet their customers' demands as well.

Yes, just to add to your question on the gross margin question going forward. So as you know, we've got a pretty robust, we call it our profit and cash recovery program, we've had in place for a number of years. Our G&A is always a kind of work on our cost structure and be more effective going forward. We are definitely seeing some surcharges on some components on the semi side of our house, the Vacuum and Analysis division. But we're working hard to kind of offset that elsewhere. And I think you'll see our Q3 guidance at 47%, plus or minus 1 point, is pretty much in line with our operating model at those volumes. So we're kind of working pretty hard to offset any additional headwinds we see in the on the cost side, which is, again, what we've done for a number of years. But there are definitely headwinds there we're sort of managing through.

Maybe a follow-up question is in terms of visibility, how would you characterize your visibility beyond Q3, especially on the semi side? I would assume your backlog is kind of building and getting your supply constraints and order lead times are stretching. But curious some of these revenue that you missed in Q3 and maybe Q2 as well, do they just go away? Or do they just go into the backlog and build better visibility beyond the current quarter?

Yes. Sidney, so as you know, we don't guide beyond this quarter. But I would say we are in agreement with the rest of the industry that the outlook over the next several quarters is very robust. So if anything pushes out to the right, I think it just gets made up in the following quarter. The bookings, we usually don't guide that, but they're certainly very, very strong. So we're working hard to try to meet that demand.

Our next question comes from Joe Quatrochi with Wells Fargo.

Just another one on the semi side. Just curious, how do we think about, if you're unable to ship a specific product to one of your customers, their ability to insert maybe one of your competitors' products into that place to get their tool out the door? Is that common? Or should we think about those as being a little bit more sticky in that, if you can't ship, then they kind of can't ship either.

Yes, it's a good question, Joe. I think the kind of critical subsystems that we've been designed in with our customers, they're very important to how their tools work. And so I think it's very, very difficult for folks to just try to change that on the fly. So it is a very sticky business. This is the legacy of copy exact in the semi industry. Making a chip is 3,000 steps. Nothing can change because all 3,000 steps have to yield. So I think it's a very sticky business, so we're really not concerned about that, Joe.

Perfect. And then just as a follow-up, another quarter of impressive optics wins that you announced. Can you just remind us how big is that business? And how do we think about I guess, the growth profile looking forward, especially, I think you started to talk a little bit more maybe about some wins in EUV.

Yes. In general, the semi part of that business, which is where a lot of the world-class optics are focused on, that's well over $100 million to some of the key customers there. We haven't really given you that detail, exactly how much it is. But it's growing. We're really happy with these design wins. As you know, these design wins in these kinds of tools are very, very sticky, even stickier than, I think, in the Vacuum area. These are very, very specific optics and optical subassemblies that are intimately designed into the tool.

Our next question comes from Patrick Ho with Stifel.

Congratulations on a strong quarter. John, I want to follow up on some supply chain questions. I understand it's a complex situation with many factors at play. Can you qualitatively explain how much of the current challenges are due to the inability to secure the necessary volumes, given that demand is strong and actually increasing? Specifically, how much of the issue stems from the lack of certain components? Are there multiple factors contributing to this situation?

Yes, Patrick, that's a great question. We can add a little more color, for sure. I think in almost all cases, it's about quantity. So the whole entire supply chain for electronic components is constrained. And so there's a lot of allocation going on. And as Seth mentioned, price increases that we're working through. But it's really about quantity, Patrick, not that you can't get any of it.

Maybe my follow-up question in terms of the advanced markets. Again, a lot of nice wins you've talked about on the PCB side of things and the ESI business is finally starting to show the value when you acquired it. Can you talk a little bit about the Light and Motion side of that business? And what type of recovery you're seeing there? Are we starting to get the economic recovery that drives some of those businesses? Or is that something that we should be looking at more for 2022?

Yes, we are currently experiencing a recovery. We began to see this in the Light and Motion businesses in the fourth quarter. We reported a continued recovery in the first quarter, and it has persisted into the second quarter. We expect this steady recovery to continue across all their markets. We are pleased that the Light and Motion sectors are recovering and growing positively.

Next question comes from Krish Sankar with Cowen & Company.

I actually have three of them. First one, John has said, can you quantify what your September quarter revenue guidance would have been if you had no supply constraints?

Yes, sure. I thought you were going to ask all three at once and I'd have to remember it. But I think we maintain the guidance range to be a little higher than normal, but the same as Q2 just because of that uncertainty. So we're guiding $720 million, we're trying to be prudent about it. We expanded the range to plus or minus $30 million. So that kind of gives you a sense, I think, of the potential upside if material constraints get relieved throughout the quarter.

And then just a follow-up on that. Are these constraints that you are seeing, are they more just like a transient issue that should normalize soon? The reason I'm asking is, it is if you look at one of your large customers who guided last evening, their guidance is not as bad as yours. And we're just wondering, are they pulling in from inventory? Or is this just a temporary thing, that it should normalize in a couple of quarters on the constraint side. And then I had one final follow-up.

Yes, if you look closely at our guidance for the upcoming quarter, you'll notice that E&S operates with its typical annual cyclicality. As you may have observed, E&S generated $100 million in revenue with a 53% gross margin in Q2. However, due to seasonal factors, in Q3 that figure could drop by around $50 million. Based on this, I believe our performance aligns fairly consistently with some of our semi-conductor customers.

Got it. And then just a final follow-up. How much in your September revenue guidance is Photon Control?

We're not guiding by subgroups. But prior to that, Photon Control was kind of in a run rate of between $13 million to $15 million in revenue a quarter. And these are record quarters for Photon Control. And so as you know, they're levered to semi. And so those are the kind of ranges of numbers for Photon Control.

Our next question comes from Scott Graham with Rosenblatt Securities.

Nice print.

Thanks, Scott.

Thanks, Scott.

I wanted to understand a little bit more on the supply chain, not to beat a dead horse here. But can the fourth quarter, let's call it a gap, could that be larger than the third quarter?

Well, the bookings and the demand could lead to that, Scott. I'd just say that. I think it really depends on how the supply constraints get relieved, how fast the industry catches up. But the demand is there for that kind of a scenario. And obviously, we're not giving out that far. But the demand is there for that kind of scenario, Scott. I'd leave it at that.

The demand aspect remains strong. However, it seems that those at the top are providing guidance for the next quarter that is slightly more optimistic than what we are seeing further down the chain. I'm curious about when you believe the demand side might start to taper off. Typically, when demand exceeds supply, it can extend the cycle. I'm wondering if your customers have expressed any concerns about a potential decrease in demand, which could actually shorten the cycle. Are you hearing anything along those lines?

Yes. As far as we can see right now, Scott, we don't see any of that. Our customers and their customers, I think, are continuing to pull because they see demand. And we always pivot to the long-term growth of semi. And I think you would agree it's a great market to be in and it's a long-term growth for the semiconductor industry. CapEx intensity is ticking up, still within historic norms, I think, but it's kind of on the high end of it. So I think long term, we're really pleased to be a key supplier in the semiconductor supply chain. And so it's probably best to ask the chip guys whether they see a demand drop. But from what I've read to your point, they're all up and to the right.

That's fair. I just want to ask one more question about Atotech and the acquisition, which is an exciting time for the company. What's really important in these situations is the first 100 days. I'm curious to know your initial points of focus with that acquisition, especially as you expect it to close in the fourth quarter.

Yes, Scott, we have to be a little careful before close in terms of any commentary. But Atotech is a well-run company. And so our first mantra is do no harm. They're doing well, their markets are growing. And then obviously, we've talked a little bit about the potential revenue synergies of the combination. We talked a little bit about it in the script. We talked a little bit about it in the announcement for the Atotech acquisition. And I think if you kind of listen to even some large chip companies' presentation this week, there was a lot of discussion about advanced packaging, the ability to connect these really amazingly powerful chips to other chips so that you don't have limitations in communication speed. And this is now being enabled by the PCB interconnect. We call it PCB. I think a lot of people think that's the old stuff. It's really high density, very dense PCB. And this is the kind of technology that large chip companies are investing in. And that is exactly the kind of things Atotech is levered to, in addition to the entire rest of the PCB supply chain. So we're really excited about closing this acquisition. It's a great team. We've met many of them now, and we look forward to integration.

Our next question comes from Paretosh Misra with Berenberg.

Can you provide some more color on your RF Power business this quarter? How much were sales up? And what sort of supply chain issues are you experiencing in that business?

Yes, Paretosh, our power business reached another record. While we don't provide specific figures, we saw a growth and market share gain of 10 points last year. We're very excited about this achievement. Some of our customers have mentioned that VNAND, or 3D NAND scaling, is progressing, which is made possible by our high aspect ratio etch enabled by RF power. We believe this trend toward verticality is not limited to 3D NAND; it's also relevant for DRAM, as there are efforts in developing 3D DRAM. When that technology advances, we anticipate a significant increase in demand for vertical process tools.

And any supply chain issues that you experienced in that business this quarter?

Not any more than all the other instruments and products, critical subsystems that we have. Any product that has electronic components will have that constraint. I think our competitors are seeing that, the rest of the industry is seeing that. So not anything more than just electronic components for everything.

And then if you could maybe talk about your laser business within the Light and Motion segment in terms of what are you seeing there. And perhaps any color on the order book and which end markets are driving demand growth?

Yes. As I mentioned earlier, the Light and Motion group is experiencing sequential growth each quarter. This growth is largely attributed to lasers, driven by various industrial applications, solar energy, and advanced electronics manufacturing that utilize lasers. More importantly, we are starting to see the initial volume shipments from our picosecond UV laser design. Over the past 18 months, we have secured numerous design wins, and some of these are now converting into volume orders. This represents another area of growth, starting from a very low market share, and we are beginning to see that momentum increase as well for lasers.

And perhaps the last one for me on your acquisition, Atotech. In terms of closing, any progress on that process since the announcement? And what's your current expectation as to when you think you can close the transaction?

Yes, Paretosh. Nothing has changed since the announcement we made in late 2021, and a lot depends on the HSR filings and approvals from various countries. So nothing has changed.

Next question comes from Mark Miller with the Benchmark Company.

Congratulations on another record quarter. I wanted to ask about some of the DRAM manufacturers increasing their forecasts for capital spending due to the transition to EUV. Are you beginning to see that, or is it something that has yet to occur?

I don't think we could point to specifically EUV causing any kind of uptick in the demand, Mark. I think it's really today really driven by just the need for more chips and more applications and all the things that we've all talked about. Certainly, EUV is a great driver that is for the future and more and more EUV adoption is occurring. We've talked in the past that EUV is an enabler for more dep etch because you're actually able to make the smaller transistors and therefore, shrink everything else. And so more multiple patterning has to occur, et cetera. And then beyond EUV is what I talked about earlier about 3D structures where you're trying to get around limitations on lithography, vertical NAND being one of the poster children in the last couple of years. But we think 3D DRAM eventually will also be a driver for that as well. So EUV is a big driver for shrinkage, logic, now DRAM. But there's also the shift toward vertical structures as well.

You guided up by approximately $2 million on OpEx, even though sales will be somewhat lower. Is that coming more in R&D or SG&A or split between them?

Yes. It's Seth. Mark. So it's really more variable compensation. We ran a little bit. I don't think there's really much fundamental changes in our cost structure. And it can bounce around a little bit quarter by quarter. But it’s probably variable comp is probably the bigger piece of it. And the way that rolls out, it's an annual competition and kind of is based on a year-to-date type accrual-based approach. That's probably the bigger driver. Other than that, there's really no major changes. We are adding a few people, obviously, making some investments in R&D. I might be a little more leaning into the R&D side, I would say, back half of the year.

And I'm not showing any further questions at this time. I'd like to turn the call back to David Ryzhik for any closing remarks.

Thank you, Kevin, and thank you all for joining us today and for your interest in MKS. Operator, you may close the call.

Ladies and gentlemen, this does conclude today's presentation. You may now disconnect, and have a wonderful day.