Greetings and welcome to the Materion Corporation Second Quarter 2020 Earnings Conference Call. At this time, all participants are in a listen-only mode. A brief question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host Steve Shamrock, Interim Chief Financial Officer. Thank you. You may begin.

Good morning. This is Steve Shamrock, Interim Chief Financial Officer. With me today is Jugal Vijayvargiya, President and Chief Executive Officer. Our format for today’s conference call is as follows. Jugal Vijayvargiya will provide an update on COVID-19 and key strategic initiatives. Following Jugal, I will review detailed financial results for the quarter, and then we will open up the call for questions. Before we begin, let me remind investors that any forward-looking statements made in this announcement, including those in the outlook section and during the question-and-answer portion, are based on current expectations. The company’s actual future performance may materially differ from that contemplated by the forward-looking statements as a result of a variety of factors. Those factors are listed in the earnings press release we issued this morning. Additionally, comments with regard to earnings before interest and taxes, net income and earnings per share reflect the adjusted GAAP numbers shown in attachment number 5 in this morning’s press release. The adjustments are made in the prior year period for comparative purposes and removed special items, non-cash charges and certain income tax adjustments. And now, I’ll turn it over to Jugal for his comments.

Thanks, Steve, and welcome, everyone. I hope all of you and your loved ones remain healthy and safe, as we continue to manage through these challenging times. Today I'll provide a COVID-19 status followed by the update on our key strategic initiatives. Health and safety of our people continues to remain our overriding priority. Throughout this very difficult time we've taken input from all available sources and implemented protective measures for our people. To-date, 11 of our employees have tested positive for the virus and I'm happy to report that they're all doing well at this time. Nine people returned to work while two are quarantined at their home. A majority of our office employees continue to work from home while all of our factories continue to operate. As you would expect, we felt the full impact of COVID-19 in a number of our key end markets in the second quarter including Consumer Electronics, Energy, Industrial, Automotive, and Aerospace. Despite these very challenging market conditions, we delivered sequential value-added sales and earnings growth. Defense end market sales rebounded in the second quarter and we continue to see strong demand going forward. Sales in the medical market, particularly healthcare equipment used in the fight against COVID-19, contributed to sequential growth. We expect this to continue into the third quarter. In response to reduced demand, we actively managed our costs which you can see in our financial results. Sequentially, our sales increased 2% while earnings increased 14%. Let me now transition to providing an update on our One Materion multi-color profitable growth initiatives. Once again, I have some exciting news to share. You will recall we held a special call announcing the signing of Optics Balzers acquisition. Our teams have looked diligently to close the acquisition in just six weeks. This week I'm excited to officially welcome Optics Balzers to the Materion family. The combination of our two companies creates the world's leading thin film optical coatings provider with a highly complementary geographic, product, and end market portfolio. With this acquisition, Materion significantly expands the geographic reach extending beyond its core of North America to include Europe and Asia. Optics Balzers maintains a very strong European presence with two R&D and manufacturing locations in Liechtenstein and Germany. In addition, Optics Balzers recently launched a state-of-the-art manufacturing facility in Malaysia, which has been a key enabler for growth in Asia. Complementary technologies across the electromagnetic spectrum boost the capabilities of the combined thin film optical coatings portfolio and position Materion to capitalize on key megatrends in the areas of life science, consumer, and industrial. We're excited to get started on the value creation opportunities. Our engineered clad strip project, which I announced in the last call, remains on schedule. As a reminder, we entered into a business arrangement with a new customer to expand our manufacturing capacity for highly engineered clad strip product, which will be used in the next generation model of an existing product. The total investment of the project is expected to be approximately $85 million. You'll recall, we had received $12 million, of the approximately $17 million the customer refund. Now I can report to you that the customer has paid us $31 million with the additional payments scheduled to be made over the next year. In support of this customer program, we are actively working to establish a new leading-edge manufacturing facility for future product supply. We're making progress on negotiating a long-term supply agreement and still expect to finalize it later this year. Lastly, a quick update on PAC facility consolidation project to improve our cost structure. We completed the closure of the Detroit, Michigan service center in the second quarter and remain on schedule to exit the Fremont, California location by the end of this year. In closing, we remain committed to take all necessary precautions to protect our people. I'm extremely proud of the dedication to our company during these difficult times. Despite all of the macroeconomic challenges we're facing, we are continuing the course to follow our One Materion multi-pillar profitable growth strategy. Now, I'll turn the call over to Steve to cover the financials.

Thank you, Jugal, and good morning to everyone joining us on the call today. During my comments, I will cover second quarter 2020 financial highlights, review profitability by segment, provide brief comments on the balance sheet, cash flow and modeling assumptions, and finally cover the earnings outlook for third quarter 2020. Following my remarks, we will open up the line for questions. In the midst of a global pandemic, I am pleased to report second quarter results which exceeded the first quarter. Second quarter value-added sales which exclude the impact of pass-through precious metal costs were $161.6 million, up 2% compared to first quarter value-added sales of $158.7 million and down 17% versus second quarter of 2019. Compared to the first quarter, defense, telecom and data center and medical end-market sales improved, which offset reduced demand in markets impacted by the COVID-19 pandemic including automotive, consumer electronics, aerospace, and industrial. We also had higher raw material hydroxide sales on a sequential basis of approximately $4 million. On a year-over-year basis, all major end-markets except semiconductor were down due to the impact of the pandemic. The consumer electronics, industrial, energy, and aerospace end-markets were most severely impacted. Gross margin was $48.1 million in the second quarter compared to $69.6 million in the prior year second quarter. Excluding special items related to COVID-19, adjusted gross margin was $50.8 million or 31% of value-added sales. An improvement compared to the first quarter adjusted gross margin of 30% versus the 2019 second quarter gross margin was down due to lower sales volumes and resulting manufacturing inefficiencies. Selling, general, and administrative expense totaled $32.9 million, a decrease of $7 million versus the prior year of $39.9 million excluding special items related to the acquisition of Optics Balzers. Adjusted SG&A expense totaled $31.5 million. As a percentage of value-added sales, adjusted SG&A expense was 19% in the quarter down 100 basis points from 20% in the prior year period. We continue to aggressively manage our core SG&A expenses in response to current demand trends. Research and development expense of $4.5 million increased to 11% versus 2019 as we continue to invest to develop new products and applications to drive long-term profitable growth. In the second quarter, we recorded restructuring expense of $2.4 million related to the previously announced closure of our Detroit and Fremont facilities, primarily for relocation costs and severance. We also reported a $2.2 million foreign exchange gain related to a special item regarding our purchase of Optics Balzers. The purchase price denominated in Swiss francs, so we entered into a foreign currency hedge when we signed the agreement to limit our exposure. We reported second quarter EBIT of $9.6 million compared to the prior year second quarter EBIT of $19.6 million, excluding special items related to COVID-19, restructuring charges and the acquisition of Optics Balzers, adjusted EBIT was $13.9 million or 9% of value-added sales. Looking at income taxes, we recorded income tax expense of $1.6 million in the second quarter of 2020, an effective rate of approximately 19.5% in line with our previous guidance. Finally, net income in the second quarter totaled $6.7 million. On an adjusted basis, we reported net income of $10 million or $0.49 per diluted share compared to $0.43 per share in the first quarter. The increase compared to the first quarter was due primarily to commercial performance improvements driving higher gross margins. Compared to the prior year, decrease was driven by lower value-added sales, partially offset by spending cost controls. Now let me review 2020 second quarter performance by business segment. Looking now at our Performance Alloys and Composites business, value-added sales were $89.8 million, an increase of $6.1 million or 7% compared to the first quarter, but down versus $115.3 million in 2019. The sequential increase is due to stronger demand in defense; compared to the prior year, the decrease in sales can be attributed to lower demand across all major markets primarily as a result of COVID-19. Even excluding special items was $12.3 million or 14% of value-added sales compared to EBIT of $8.2 million in the first quarter and $19.1 million in 2019. The sequential improvement in EBIT is due to commercial initiatives to drive higher sales and improve mix. The decrease in EBIT versus 2019 is due to lower sales and reduced manufacturing efficiency related to lower production volumes. Despite the global pandemic, the CAC managed to deliver the 10th consecutive quarter of double-digit profit margins and sequentially improved EBIT margins by approximately 400 basis points compared to the first quarter. Moving to Advanced Materials, value-added sales in the second quarter of 2020 was $54.7 million versus $58.3 million in the prior year. Semiconductor end market sales were up 4% versus the prior year. The third consecutive quarter with a year-over-year increase. However, the impact of the pandemic on the energy, industrial and automotive end markets more than offset this increase. EBIT excluding special items was $5 million in the quarter compared to $6.1 million in 2019. The decrease in profitability was due primarily to the decrease in sales volumes and unfavorable manufacturing performance. Compared to the first quarter, EBIT margins improved from 8% to 9% due to favorable product mix and aggressive cost management despite the sequential decline in value-added sales. Looking ahead, we continue to focus on improving manufacturing performance in this business. Turning finally to the Precision Coating segment, second quarter value-added sales were $17.8 million down compared to $23.1 million in the second quarter of 2019 primarily due to lower sales of the large area coatings product for the blood glucose test strip market. As you may recall, we announced our intention to sell this business on our first quarter earnings call. We continue to expect to complete the sales process later this year. Excluding the LAC business, second quarter 2020 value-added sales were $15.1 million down 2% year-over-year due to lower market demand in industrial and consumer electronics related to COVID-19. EBIT excluding special items was $2.4 million or 13% of value-added sales compared to $1.2 million in the first quarter and $3.9 million in the second quarter of 2019. Compared to the first quarter, EBIT excluding special items improved by $1.2 million due to higher optical filter sales and manufacturing performance improvements. The decline in profits versus the prior year was entirely driven by the decrease in sales within the LAC business, partially offset by cost reduction actions. Moving now to the balance sheet and cash flow, the company ended the second quarter of 2020 with a net cash position of $113.3 million and $179.1 million available on the company's credit facility. We continue to have more than adequate liquidity to manage in this challenging environment. Despite everything that has happened this year, I want to point out that we have improved our net cash position by over $41 million compared to the second quarter of 2019. Even with the Optics Balzers acquisition, our pro forma leverage ratio at the end of the second quarter is only 0.4, well below our targeted level of 1.5. Our capital spending increased in the first six months to $32 million. The increase versus the prior year is related to the customer funded engineered strip growth opportunity Jugal covered. We also increased our dividend in the second quarter for the eighth consecutive year. For financial modeling purposes in 2020, capital spending should run approximately $30 million net of the customer prepayments related to the new engineered strip project. Mine development investments should be approximately $14 million. Annual depreciation and amortization should run approximately $40 million and assume an 18% to 20% effective tax rate, excluding special items. And finally now the earnings outlook for 2020. The impact of the COVID-19 pandemic continues to create unprecedented levels of uncertainty, making it very difficult to predict the extent to which our business, results of operations, financial condition or cash flows will ultimately be impacted. Therefore, we are only providing a near-term outlook. At this time, order entry levels remain approximately the same as the second quarter. We continue to expect demand headwinds in several key end markets, including consumer electronics, industrial, automotive, energy, and aerospace. Our demand for defense and medical should remain strong. We will continue to aggressively manage our cost structure in the current environment. Assuming current conditions continue, we expect third quarter adjusted earnings to be comparable or slightly better than the second quarter. This concludes our prepared remarks. We will now open the line for questions.

Thank you. We will now be conducting a question-and-answer session. Thank you. Our first question comes from the line of Phil Gibbs with KeyBanc. Please proceed with your question.

The question that I had was around optics and the acquisition that obviously closed here very recently, in your guidance commentary for the third quarter, are you anticipating this deal to be accretive, is there any purchase price accounting that we need to be aware of, you know any help on that would be, would be good? And then are you still, of the opinion that this is a $20 million EBITDA business in the next two years to three years?

Yeah. Phil, first of all, I can tell you that, as I indicated you know our teams have done just a wonderful job of getting this thing done in such a short period of time, six weeks, even though we're in the middle of a pandemic. So I think the team should be congratulated and we're extremely pleased to have Optics Balzers and the people on board. Very excited about what I think the future holds, as we've indicated in our call that we had and the few comments that I made already earlier here. With regard to how we move forward here, obviously they're going to be, they're going to be in our Q3 for about a couple of months. So we'll have that in there. I don't expect any meaningful impact here in Q3 as we just kind of bring them on board. But I think, you know we're committed as we've indicated, I think in our earlier call that we would expect this business to be accretive in the first year of ownership. That's our plan. We're working towards that plan. As we've also indicated, this is really a growth place for us, we really want to have our two teams work together and drive the maximum possible growth that they can. As we're going to be quite focused on that. But in general, you know I expect this business to be not really a meaningful impact here in Q3, just a couple months, but then really starting to hit the ground running here in Q4. And what I would add to Phil to your comments on purchase accounting obviously, I mean, we've only owned the company for less than a week. So you know that's something that we're really focused on here in Q3 and obviously can give you a better update on that on the next call relative to the impact of purchase accounting.

I appreciate the existing clad investment is intact. I think your timeline there was late 2021, early 2022, but you do have existing assets that are prime to perhaps ship greater material into this opportunity later this year and early 2021, maybe give us an update on what you're seeing there, or should we anticipate any contribution later this year or early next year? And could it be meaningful?

Yeah. So, I can tell you, what we referred to is one of the short-term projects to be able to fulfill some near-term demand for our customer. We are taking existing capacity. We are having to update that capacity as we mentioned last time, so we're spending some money to get that capacity to be able to produce this product. We expect that we'll be doing that later this year. And if there is an issue, and really what that means it’s for pandemic-related or anything then it would be early next year. But we really hope that we're going to be able to later this year have some sales, and then really it just comes down to the sooner we can get started the sooner we can have an impact. There will be a ramp, if you can imagine. So, if we can get started today then we might be able to have a reasonable impact here in Q4, but if it's much later in the year then it may not be able to have a meaningful impact in Q4. And that's one of the reasons why we've really provided more of a near-term overall company guidance. So, the project is on track and just to answer and maybe anticipating a potential question for the – the longer-term project, it's on track as I indicated already that we've received, you know, $31 million from the customer versus the $12 million that we reported last time. So, very, very good progress. And despite again, everything that's going on around us, the team is just making really good progress. We want to hit that at the end of next year perhaps you know in early 2022.

The last question is just housekeeping. Steve, you mentioned I believe that the mine - mine spending this year was going to be $14 million. What is your gross - gross CapEx before that number?

Yeah. So Phil, we split that out even in terms of providing guidance. So you know what we said on the – I’ll say our normal CapEx, we're still forecasting about a $30 million run rate, if you exclude the project that Jugal referenced earlier for engineered clad strip. So, if you segregate that, you know we were at $10 million before on mine development. Now we're forecasting $14 million. And that's really just based on the fact that we finalized our pit opening approach strategy and actually to minimize the overall cost, but actually it's accelerated some of the timing into this year versus next year. So – and as you know, mine development expenditures can fluctuate a lot from year-to-year, unlike our, I would say, our more steady state normal CapEx.

Our next question comes from the line of Marco Rodriguez with Stonegate Capital. Please proceed with your question.

Hey, I was going to follow up on the prior question in regards to the client for the expansion. It was a pretty nice benefit to your cash flow from operations which were receiving the prepayments and then obviously CapEx of roughly $32 million year-to-date. Just kind of wondering, if you can walk us through the impacts you're going to see on your cash flow statements and the prepayments, and then how that dovetails into the additional CapEx you'd need for that arrangement?

Yeah. So Marco, what I would say is, you know what you're going to continue to see even going forward is in our operating section of the cash flow we’ll continue to get additional prepayments from the customer so that number will continue to grow. And then as you’ve seen already from a CapEx or our CapEx line in the cash flow statement, it’s up significantly versus last year due to this project. So you're basically going to see a growth up, you know, of both lines there as we progress throughout the year. So hopefully that's helpful from that perspective.

And I apologize if I missed this, but did you segment the $32 million that you spent year-to-date between what is Materion's normal run rate versus the prepayment?

No we're not breaking that up separately but obviously that's a significant driver of the increase year-over-year.

Got it. Okay. And then kind of sticking along with the PAC segment I’m just kind of wondering looking at the end market breakout that you provided in your press release. Automotive, while obviously down year-to-year, it doesn't seem to be as significant as some of the other areas and just kind of given the fact that most of the automotive manufacturers at least in the US and then obviously at times in Europe were shut down completely. Just kind of wondering how I would have expected a much larger decline year-over-year. Can you maybe talk a little bit about that segment and what you're seeing there?

Yeah. I think what you're looking at perhaps you're doing the year-over-year comparisons. So part of that I think is just the baseline comparisons Marco that you're seeing. And part of it is you know which leases is that we deal with them, which customers so it's really just also depending on that. I mean as we've talked before in our automotive business is mainly outside the US. So some of the shutdowns that occurred in the US didn’t have as much as impact on us as perhaps the outside. So, for example, in Asia we’re starting to come back, and so some of the businesses in Asia and then of course in Europe. So that I think those factors contribute to us maybe perhaps from your view not having have that dramatic of an impact on our results.

Got it. That's helpful. And then switching over to the AM segment, last quarter you guys talked a little bit about the negative impacts you saw in Q1 due to new product launches kind of weighing on manufacturing efficiency. Just maybe if you could talk about or update us there whether or not those new product launches have sort of worked their way up the ramp and there’s less of an impact on your margins there, or anything you can kind of provide in terms of color would be appreciated.

Yeah. So I would say that, in general, we’re continuing to make progress. As you can imagine the progress is not as much as with life because of I think some of the challenges that we're facing, of course, on the pandemic side. So one of the things that we're having to do in our manufacturing facilities is to implement many safety procedures and protocols to protect our people. So social distancing, shift structure changes, and other things; there's a lot of, I’d call, negative impact that happens across the board, not just in our Advanced Materials business. Now, of course, we're offsetting that and continue to drive performance improvement on Advanced Materials. So just to give you an idea, sequentially, our sales were down 8% on Advanced Materials. However, our earnings were up 2%. So despite the 8% down in sales, we actually were able to improve our earnings and that is clearly due to the improvement that our teams are making. Of course, they said those improvements are being masked by all the other issues that we’re dealing with as well as the sales drop of roughly 8% that I mentioned. So progress sequentially and we will continue to make progress into Q3, Q4, et cetera from that perspective.

Got it. And then on the Optics Balzers acquisition, maybe give a little if you can kind of paint the picture here in terms of a blueprint, if you will, in terms of the integration efforts that you'll start to undergo here. And then how you're kind of thinking about the synergies, I know that we talked before that the expectation is to have those synergies in a few years to such that, it’s a $20 million EBITDA type of business. But maybe if you can talk a little bit more now that the company is under your umbrella now?

Yeah. So, as we have just brought the company under our umbrella, our teams have started to work very actively together. We have an integration team that we formed with an integration director. We recently hired just within the last week or so an executive that has come onboard who will lead the integration efforts, dedicated to this very, very important initiative. In that integration team, we have work stream owners from various functions and from various regions that we've defined regarding the level of integration that we’re going to do as well as what the level of synergies that we will accomplish. You can imagine, integration involves synergy-related items and then I'll call non-synergy-related items; making sure that our teams can work together effectively. We’re starting to drive some common processes and common tools, and at the same time driving more top-line improvements and perhaps some cost-level improvements. These are quantifiable synergy items. So we have the integration team that has been established. They've started to meet. They're developing their 30-day, 60-day, 90-day, 6-month, and 12-month type of plan. Our intent is to drive that in a very disciplined basis. With regard to the synergies in general that we've talked about in the past, our objective is to focus all of our attention on growth and being able to profitably grow the combination of Optics Balzers and our business. That's one of the key work streams we have in the integration process. We're starting to look at what kind of objectives we can set for ourselves for next year and beyond so that the teams can energize around those objectives. It's very exciting but of course very preliminary right now just having it here in the first week and we look forward to providing you and others updates in future calls.

Got it. And last question, just a housekeeping item on the balance sheet inventory level. So I've been picking up here sequentially for the last few quarters. Can you just talk a little bit of the drivers there?

Yeah. Sure, Marco. I would say from my side, you know, if you think about it, especially with COVID-19 and some of the shutdowns that we had in the second quarter, there were a lot of customer orders that were canceled. So from that perspective, it left us in a little higher inventory position. I can tell you, looking forward, we are clearly focused on managing our working capital and actually I point out if you look at our cash flow statement, we actually had less used working capital this year versus last year. So, again, it's something we're very focused on, and we expect to try to work down those inventory levels in the second half of the year or so.

We have no further questions at this time. Mr. Shamrock, I would now like to turn the floor back over to you for closing comments.

Thank you. This is Steve Shamrock and this concludes our second quarter 2020 earnings call. A recorded playback of this call will be available on the company’s website materion.com. We would like to thank all of you for participating on the call this morning and your interest in Materion. I will be available to answer any follow-up questions. My direct number is 216-383-4010. Thank you very much.

Ladies and gentlemen, this does conclude today's teleconference. You may disconnect your lines at this time. Thank you for your participation and have a wonderful day.