Ladies and gentlemen, thank you for standing by, and welcome to the MKS Instruments Second Quarter Earnings Call. At this time, all participants are in a listen-only mode. After the speakers presentation there will be a question and answer session. [Operator Instructions] I would now like to turn 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 and 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 5 years, our net earnings in the second quarter was higher than what we delivered for the full year in 2016. Sales to our semiconductor market grew 5% sequentially to a new record and 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 of 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 on their technology road maps. 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,…

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 a strong acceleration in our advanced markets. Sales to semiconductor market set yet another record at $431 million, up 5% sequentially and up 34% year-over-year, reflecting wide-ranging of 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 a perspective of 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 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…

[Operator Instructions] 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 hits both semis on the advanced market? Or it just sounds 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 supplies 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 comes 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 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. So 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 in 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 kind of 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 is some 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 that 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 give 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.

Congrats on the nice quarter. John, maybe just following up on some of the supply chain questions, and I know it's a moving -- there are a lot of moving parts in that dynamic. But can you give, qualitatively, how much of it is coming from the inability to get the required volumes? Given the demand continues to be very strong, it actually is increasing. Versus just the inability to get certain components? And what I mean by that is like you're just not able to get certain parts at this time. How much of it is 1 or the other? Or are there a lot of different factors involved?

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. No, we're seeing it right now. We saw it -- I think we started seeing the recovery in the Light and Motion businesses in Q4. We talked about the continued recovery in Q1, and it continues in Q2. We see it continuing to be the steady recovery in all their markets. And certainly this quarter, we expect that as well. So we're really happy that those markets of Light and Motion is leveraged, too, have become -- have come back and are growing nicely now.

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're 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. No, I think if you peel back our guidance in this coming quarter, remember, E&S has their normal cyclicality, annual cyclicality. So as you saw, E&S was $100 million in revenue and 53% gross margin in Q2. In Q3, because of the seasonality, that could be on the order of $50 million less. And so if you take that and you do the math, I think we're fairly consistent with other -- some of our customers in the semi space.

Got 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.

And then much like Krish's question just now, at least I think so. The demand part of the equation remains quite good. Yet here we are with essentially the IDMs and the people sort of at the top of the rock giving next quarter guidance that just seems to be a little bit better than those of us here in the chain, so to speak. And I guess what I'm wondering is, obviously, you're always putting your best foot forward. Everybody is always putting their best foot forward for their customers and will take on some extra expenses to that end and all that. But at what point do you think that the demand side of the equation maybe starts to run off a little bit? And what I mean is normally, when you have demand that is outstripping supply, that could easily elongate a cycle. And I'm just wondering if there's a situation or if your customers are maybe talking about a little bit of concern about a falloff in demand, which would actually not elongate the cycle. Just -- and the demand might be lost. Are you hearing anything like that?

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 maybe sneak one more in here. So on Atotech, the acquisition, obviously, a very exciting time, I'm sure, inside the company. What's always crucial in these things is like the first 100 days. And I'm just Kind of wondering if you -- I'm sure that you've already mapped a lot of this out. What are your initial points of focus with that acquisition and with its expected closure 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 technologies 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 you're experiencing in that business?

Yes, Paretosh, our power was another record. We don't break it out specifically, as you know. But -- and that's on the growth and market share gain of 10 points -- 10%, sorry, 1,000 basis points, last year, 2020. So we're really excited about this. I think you heard some of our customers talk about how VNAND, vertical NAND or 3D NAND scaling continues. And that's how -- and that's enabled by these really high aspect ratio etch, which is enabled by our RF power. We think this continues. This trend towards verticality is not just 3D NAND. It's actually DRAM. We're talking -- people are working on 3D DRAM. So when that takes off, I think you'll see another step-up in the need 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 talked a little bit about the Light and Motion group growing sequentially quarter on quarter on quarter. Part of that is lasers, for sure. And that's driven by just several industrial applications, but also solar and then advanced electronics manufacturing using -- that use lasers. And then more importantly, we're seeing the first volume shipments that we have in our picosecond UV laser design. We've talked about a lot of design wins over the last 18 months, and some of those are now turning into volume orders. So that's another growth area where we have -- coming from very low share. And we're starting to see that momentum grow 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 changed at the announcement we said late 2021 give or take, and probably a lot -- and a lot of it depends obviously on the HSR filings and approvals from the various countries. So nothing has changed.

Next question comes from Mark Miller with the Benchmark Company.

Congrats on another record quarter. And just one was -- wanted to talk about some of the DRAM manufacturers are increasing their forecast for capital spending because of a transition to EUV. Are you starting to see that? Or is that yet to come?

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 pattern 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 child 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 is 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.