Ichor Holdings

key benchmarks to look for from us over the next few quarters. The first is building momentum in our top line. Year-to-date, further expansion of our revenue scale beyond the current $240 million run rate has been stalled by a slowing EUV build, reduced investments by a major U.S. semiconductor manufacturer, and the continued lack of demand for additional capacity in some of our non-traditional markets, such as silicon carbides. In order to see our structural improvements to gross margin materialize, we need the additional tailwind of revenue momentum above the $250 million run rate, which is what we had planned for in the second half of 2025 as we entered the year. The next sign of progress will be continued qualifications of our new products by the end device manufacturers. And finally, progress will continue as we provide updates that we have scaled our internal supply to sufficient levels and that our output is aligned with our customer needs and cost targets. Turning to our momentum qualifying additional proprietary components with our key customers, in Q2, we made meaningful progress across multiple fronts, qualification, commercialization, and market expansion. Most notably, we achieved a major milestone with the successful qualification of our flow control product at a key end user. This marks our first end user qualification for this product line, which serves as a strong validation of its performance in high demand production environments. We believe this success lays the foundation for broader adoption and additional end customer qualifications. We also reached an important inflection point with our valve product line. During the quarter, we secured a third customer qualification and we're actively working toward a fourth. That said, we are intentionally pacing the fourth qualification to align with our internal capacity ramp. This ensures that we can support volume demands without compromising quality or delivery commitments. Importantly, we began shipping valves in production volumes this quarter, a key milestone in scaling commercial success and realizing the margin benefits of internal sourcing. In parallel, we are making steady technical and operational progress on two new proprietary component products, which are designed to expand our addressable markets for both flow control and valves. These next generation offerings will allow us to serve a broader range of applications and customer needs, further increasing our value across the semiconductor supply chain. As we move into the second half of the year, we remain focused on expanding manufacturing capacity and aligning production to meet our targeted product margins. For Q3 specifically, with our current visibility, Our revenue guidance remains in the same range as we provided for Q2 a quarter ago. The customer demand environment has remained relatively steady since May, and our full-year outlook is largely unchanged. The key differences between how we are looking at 2025 now compared to a quarter ago are, The Q2 revenue pull-in now indicates 2025 is likely to be a slightly front-half weighted year. While the second-half customer demand environment hasn't changed materially, I would also add that the accelerations of demand leading to a stronger second quarter have now slowed a bit in advance of an expected slower quarter in December for etch and deposition. We are marginally less confident about a few areas of potential upside materializing within this calendar year. Next and more meaningful to our outlook, we are taking a more conservative view to our expected hiring ramp and guiding gross margin. And for the third quarter, we are providing a similar range of expectations as we did for Q2. While we remain wholly confident that our strategy will materialize in steady progress towards our longer-term gross margin targets, we need to have improved visibility toward a more meaningful and sustainable top-line sequential growth in addition to achieving our product cost targets before we will significantly raise the bar on our expectations for gross margin expansion. While we currently expect to deliver sequential improvements to our gross margin, for the fourth quarter, even on similar revenue levels. At this time, we will refrain from guiding significantly stronger gross margins until we deliver the expected gross margin performance for Q3. With that, I'll turn it over to Greg to recap our Q2 results and provide further details around our financial outlook. Greg?

Thanks, Jeff. To begin, I would like to emphasize that the P&L metrics discussed today are non-GAAP measures. These measures exclude the impact of share-based compensation, amortization of acquired intangible assets, non-recurring charges, and discrete tax items and adjustments. There is a useful financial supplement available on the investor section of our website that summarizes our GAAP and non-GAAP financial results, as well as a summary of the balance sheet and cash flow information for the last several quarters. Second quarter revenues were $240.3 million at the upper end of guidance, up 18% year over year and 2% lower than Q1. The gross margin for the quarter was 12.5%, an increase of 10 basis points from Q1 but at the low end of expectations, largely due to hiring challenges, limiting our ability to achieve the expected ramp of our machines components. With operating expenses roughly flat to Q1 at $23.8 million, operating income for Q2 was $6.1 million. Our net interest expense was aligned with our expectations at $1.6 million. However, our non-GAAP net income tax expense of $3.2 million came in well above forecast due primarily to the acceleration of the Pillar 2 tax into Q2. For the full year, our estimated income tax is currently $5.6 million compared to the $6 million estimates as of May. Therefore, while the full year tax estimate is largely unchanged, the acceleration into Q2 impacted EPS by $0.07. The resulting EPS for the quarter was $0.03 per share. In our gap results, you may note that year to date in 2025, we have been executing towards various strategies to consolidate and align our global operations capacity with our customers' largest global production and supply chain centers. Between Q1 and Q2, we recorded charges of $5.7 million for exit costs related to personnel, fixed assets, and facility-related costs. We anticipate there may be additional charges in Q3 and Q4 as we complete the analysis. Turning to the balance sheet, our cash and equivalents totaled $92 million at the end of the quarter, down $17 million from Q1. reflecting working capital investments as well as $7 million in capital expenditures. Our planned CapEx investments for 2025 are still expected to total about 4% of revenue. Our total debt at quarter end was $126 million, and our net debt coverage ratio was 1.5 times, well below any potential threshold for covenants. Now I will discuss our guidance for the third quarter of 2025. With anticipated revenues in the range of $225 to $245 million, we expect our Q3 gross margins to be between 12.5 and 13.5%. We expect Q3 operating expenses to be approximately $23.7 million, and we expect Q4 OpEx to be at a similar level. Net interest expense for Q3 and Q4 are expected to be approximately $1.6 million per quarter. We expect to record a tax expense in both Q3 and Q4 of approximately $900,000, reflecting our current forecast for a non-GAAP tax expense of $5.6 million for the full year. Finally, our EPS guidance range for Q3 of 6 cents to 18 cents reflects a share count of 34.4 million shares. I will now turn the call back over to Jeff.

Thanks, Greg. Before turning the call over to Q&A, I'd like to say a few words about the CEO succession plan we announced today. I joined the company in late 2017 as CFO. And after first becoming the company's president, I took over as CEO just as the COVID shutdowns were beginning to roll out in early 2020. There's no question that the operational challenges of the past five years have been greater than at any period in recent memory. And I am immensely proud of our successes winning multiple new product qualifications after embarking on I-Corps first ever branded product development strategy. During the same period, We have integrated five acquisitions and successfully completed the recapitalization of our balance sheet. I love this company, and I strongly believe that we have many opportunities to transform the company's profit generation as we continue to bring our branded products to market. I also believe that the time has come to begin the search for a new leader. It can drive I-Corps to new levels of success. I-Corps is a strong leader in the industry, enjoying tremendous customer partnerships and an amazing team of employees around the globe. This strong foundation will be attractive to the next leader of I-Corps. And in order to ensure a seamless transition, the board and I have entered into a transition agreement where I will remain CEO until my successor is identified and then continue as a strategic advisor to the company and our new CEO to assist in the leadership succession process. We have an excellent board of directors, and I have full confidence that they will find an outstanding new leader for the company. Operator, we are now ready for questions. Please open the line.

Thank you. We will now be conducting a question and answer session. If you would like to ask a question, please press star 1 on your telephone keypad. A confirmation tone will indicate that your line is in the question queue. We ask analysts to limit themselves to one question and a follow-up so that others have an opportunity to do so as well. You may press Star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the Star keys. One moment, please, while we poll for questions. Our first question comes from Brian Chin with Stiefel. Please proceed with your question.

Hi there. Good afternoon. I guess firstly, Jeff, definitely wish you all the best. Sounds like you'll be continuing on these calls, but as you wind your time down here, just want to thank you for that. And also thanks for letting us ask a couple questions. Maybe to start with gross margins, can you unpack the dynamic that occurred, kind of like mid-quarter in Q2 that took you off that trajectory? Maybe that could have taken you towards the midpoint or so. of the gross margin guide, but maybe kind of unpack what happened there in terms of the hiring and maybe some turnover. And then tied into that, I guess, is how that relates to sort of the uptick in OPEX sequentially above plan. Yeah.

So, you know, at the beginning of the quarter, we were doing pretty good at bringing people in. And then as you bring them in, these are very unique jobs. This is mostly our U.S. operation in Minnesota. A lot of them go into the clean room to do the post, we'll call it post machining. I'd say we did a pretty good job of getting the machinists. We have a lot of machining parts, but we couldn't get them all built. They're all off shift. And we had some turnover that was offsetting what we were bringing in. So by about the middle of the quarter or so, we just really hadn't netted as many people as we needed. And it kind of continued towards the end of the quarter with very few folks. We've changed some approaches to how we hire. in the off shifts and shift differentials, things like that. So I would say entering this quarter, it's a little bit better, but it's where we would have wanted to be a quarter ago. So it did start pretty good, but then the retention side of it, once they put on bunny suits and get in a clean room, we weren't able to retain everybody that we hired during the quarter.

Got it.

And that's sort of the kind of the spike up in the OpEx and sort of coming back down in Q3.

Well, the spike up in the OpEx is a little unique around some of our, we've had some higher healthcare costs. We had originally planned there in the year. Everything else was pretty much aligned with it. But the, it's not related necessarily to the hiring in Minnesota. And having said that, you know, most of our, Had we stayed on the hiring trajectory that we saw in the first, say, month or so without the turnover, I think we would have been announcing pretty good, better than our midpoint of guidance is how we looked at it. So we've taken a little more conservative approach on our hiring ramp this quarter, and that's why the guidance is around 13% for gross margin.

Our next question comes from Krish Sankar with TD Cohen. Please proceed with your question.

Yeah. Hi. Thanks for taking my question. And Jeff, same here. Good luck. And we're definitely going to miss you and your insights. I have two questions. One is on demand. Just kind of curious, into Q3, where are you seeing the demand coming in from? If you have that visibility, is it coming from NAND? Is it China? You know, I understand you already said that EUV is lower and probably Intel WFE is lower. So I'm just kind of curious, where do you see the incremental demand coming from? I'm going to add a follow up.

Yeah, I think what would you say incremental or the strength of demand into the second half is what you probably are, I think, assuming I think Foundry logic still strong, high bandwidth memory, we can see it. I'd say maybe the advanced packaging has plateaued and And then I think the NAND is continuing. We can clearly see that the NAND investment is continuing into the back half. I mean, when you look at us pulling about $5 million forward, you know, it's slightly down in the back half. And probably the biggest changes really have probably been around, again, a little bit of a reduction in our litho business, which is well understood, and build volumes are down. I would say a large U.S. OEM that continues to push out some of their capex investments here in the U.S. And I'd say everything else kind of held its own.

Got it, got it. And then on the gross margin side, you know, I'm just kind of curious because, you know, this quarter I understand that machining employment is an issue. Last quarter, so the proprietary content. I understand some of this is probably on execution versus what you can manage. But bigger picture, is there any other issues you see on gross margin? In other words, are your big semi-cap customers trying to put more pricing pressure on you compared to in the past, given that their customer base is consolidating? Or has any of that filtered down? Or do you think this is all manageable and just like, as you termed it last quarter, growing pains?

I would say our inability to execute and get the ramp to meet the customer demand that we have in front of us is hitting us both in the profitability we could get with the revenue numbers that we were projecting as well as, as we talked about on the last call, we're still buying some externally that we're eventually going to make. Those two will move the needle fastest. I would say the pricing pressure is always there. It hasn't really changed very much. over the last year or so. It's always something you try and work on with your customers, reducing their costs and stuff. I would say from a tariff perspective, that's getting passed on. It's a lot better understood now, and so I think that that is well understood by our customers that that's something that'll be passed on.

Thanks, Jeff. Thanks, Chris.

Our next question comes from Craig Ellis with B Reilly Securities. Please proceed with your question.

Yeah, thanks for taking the question. And Jeff, I'll echo the sentiment of the other two analysts just expressing thanks for all the help over the years and wishing you the best as you evolve to the role at some future time. Yeah, you're welcome. I wanted to just go back to the last line of inquiry because it sounds like there may be some issues just impacting your ability to deliver product at the time that you'd like. And so the question is, are there any market share issues that you've seen arise either as a result of some of the things that surfaced in 1Q or any of the hiring or retention related issues that you're seeing in 2Q?

Well, I'd say, um, from a market share, it's, it's largely you would think about it the internal supply. When you're still buying some externally, we're not capturing that market share until we get the operation ramped up. And so that's. Where we're seeing it, I would say kind of what we would call on our external revenue. We're not seeing any shifts there.

Got it and then I just wanted to go back to. the demand view and the fact that we might be down a little bit, second half, half on half. I thought we had heard from another large front-end company a view that WFP this year was evolving to a higher level, more positive level, one potentially leading towards 10% WFP growth versus 5% your revenues would track well versus that, but I'm just trying to reconcile the dissonance between those two and wondering if there's any help you can provide.

I don't know that we disagree with them. I think we've always kind of thought it was going to be 105 or better. I think the wild card seems to be China again is a strength which will benefit as our customers sell end users and things like that, but our Our growth year over year is still outpacing, you know, that level of WFE. So, I don't know that it's materially changed. I will tell you there's a wide range of expectations out there. Some are higher than the kind of the 5% to 10 that have been discussed on prior calls. Thanks, Shai.

Okay. Our next question comes from Charles Shai with Needham & Co. Please proceed with your question.

Hi. Hi, Jeff. Greg. Hey, Jeff. Similar to other analysts, I really enjoyed our conversation on the calls and in other various meetings with you over the past few years. Appreciate that.

Thank you.

Yeah, maybe a question about the remainder of the year, the outlook. Looks like you are basically saying versus 90 days ago, there is some conservatism, that incremental conservatism out there. One thing you said really caught me. I think you said there were some upside for the fiscal year you thought that would materialize, but that looks like it's not. Uh, sounds like it's more about revenue and, uh, may I ask what, what, what were the upsides you were expecting a little bit earlier this year? At that that you're not seeing.

Yeah, good question. I, I think what we've seen. Stopping that we, we thought we would start to see build rates in our business start to go up in the 4th quarter. We haven't seen that yet. And I would say we've seen. And, you know, we don't see all the sell-through, but we've seen some of the US OEM stuff shipped out of fiscal year 25. And so those are probably the two biggest catalysts to, I don't know, it's about a $5 million haircut in our outlook from a quarter ago. So versus, I don't know, 950 or 960 roll-up, that's a pretty small range. There could be things that pop up into the fourth quarter, and we'll give you an update on that. on the next conference call. But those are the two big moving pieces we've seen since the last call.

Got it, got it. So a little bit less so, a little bit up an edge. Sounds like that's not worth the upside. That's no longer really seen at the moment. So, Jeff, the other question you said, you now expect the second half going to be slightly lighter than first half. I would think before Alam, reported, I would agree with you, but now LAM has a huge Q3 guidance upside and they no longer see second half being really lighter than first half. And if I look at AMAT and other customers of yours, I'm kind of scratching my head a little bit because almost no customers of yours are actually seeing second half being lighter right now. So how do I How do I square the differences off here and any insights there?

Thanks. Yeah, well, one is I think it's a relatively small moving number versus our last time. And I think some of this is really about the timing of when we ship. Okay, so we ship about a month before they can recognize revenue. And I would say we had a pretty healthy tail end of the quarter, which is why you saw the 5 million pulled in. not pulled forward, then this is mostly about timing. We'd be pretty equally weighted. And our customers don't, remember, our customers don't have exactly the same profile of earnings, earnings revenue, excuse me. Each one's a little bit different. So I'd say we're pretty aligned to what we see at each one of those and what they've talked about, so.

Thank you. Maybe the last question, I think you didn't really bring it up this time. It's about tariffs. especially the steel and aluminum related tariffs. Are you seeing any impact or any change in your view on the degree or magnitude of the impact? Thank you.

Yeah, it's in Section 232 is what you're talking about. It's 50%. The original 232 has got duty drawbacks. We work with our customers and we pass it on and then they are able to draw it back for whatever leaves the US. The second wave that started in I think April, you can't do duty drawback. And that's where we're seeing it and passing it on to the customers. I would say the regulations are much more clear now. It's not 100% of the value that comes in. It's driven by weight and the percentage that's non-U.S. source metals. And so we've done a lot of work on that area. And so we're working to reduce the impact across our supply chain and customers. So it hasn't changed, but I think we have clear views of how to manage it.

Thank you. That's all from me.

Yeah. Thanks.

Our next question comes from Tom Disley with DA Davidson. Please proceed with your question.

Yeah. Good afternoon. Thank you for a couple questions here. Jeff, curious, you know, the issues that you're seeing with both the hiring and the retention, Is this a new issue or is this something you battle constantly?

I would say we have ramped our machining operation in Minnesota in the past. I mean, you can go back seven, eight years. We've had different cycles. And this has been a little bit more challenging because we were chasing machinists. Now we have what we would call post-machining operations. So a lot more assembly work and things like that where you're in the clean room. and they're off shift. So we run 24 by seven there. So they've been a little more challenging than the last two ramps, I would say.

Is it just a matter of, I guess, finding the people who are willing to do the job specifically or is it higher wages or what are the options here?

Well, wages we can measure and adjust for and we do that annually and then we look at it during the year if we see any kind of compression. and skilled workforce. A little bit, but not a whole heck of a lot there. I would say it's the off shifts and it's the clean room and a bunny suit and all that stuff. And so we've done a better job at ensuring they understand what that's really like before they take the jobs and move into it.

Okay. Got it. Makes sense. Then as a follow-up, Greg, you know, one of your peers talked about a pretty big tax impact from the one big beautiful bill this year. And you kind of touched on it very briefly, but I'm curious, as you go through that new bill, are you seeing any meaningful tax implications going forward?

Hey, Tom, good question. Not on the near term, mainly because of our, where we are in our tax position in the U.S. We will not see, at least for a period of time, any material benefits on the various factors that we could take a benefit on like depreciation uh things like that so there is no benefit for us at least in the near term that we're anticipating okay thank you yeah that'll flow through the pnl because of the nls we'll take advantage of it and use it later so yep okay makes sense thank you

Our next question comes from Christian Traub with Craig Hallam. Please proceed with your question.

All right, Jeff, good luck on whatever's next. You know, a year ago we talked about, you know, this tremendous movement into, you know, sourcing internally and driving, you know, 20%, maybe 20% plus type of gross margins. You know, is that something that you guys still feel is, you know, an opportunity set? Obviously, the smoother manufacturing, but also higher revenue would save the business. We have a good WFE in the future. We get $300 million a quarter, plus or minus. You know, is 20% gross margin still the bogey, or do you think that maybe that was too optimistic when you said it before?

Well, one is I would say it is not something that we can't attain. I would say we have to attack it in two ways. One is the passive components is primarily where we've been getting the qualifications and the valves and the substrates and fittings along the way. Those will move us up, but until we actually get some level of the flow controller and our prepared comments, we actually now have one of our first full integrated high-core content gas boxes that got qualified in our customers and customers. So as that now kind of goes into production and the timing of their production ramp, which is not clear to us right now, that is what's going to move us up into the flow controllers because you don't need $100 million of those to move the needles. Those will be our highest margin, highest IP content product going forward. So, no, 20% is still, I hate to use the word bogey, it's the target for the company to get to.

Right, right. And then as we look to the second half of the year, I mean, is there any, you know, puts or takes, you know, that you could imagine where gross margins get any worse than the current kind of 12.5%, 13% level other than, you know, revenue by a dramatic amount?

Yeah, I would say if you go back a quarter, we had some operational issues. And by the way, hiring is operational. But when we're down to getting the people in place to meet the demand, it's not production and getting the cost down and all that. We were making progress along all of the fronts that we have been attacking since the, you know, the beginning of the year. And so those are progressing well. I think once we get the people in place, we still have some time to go. I wouldn't say all of our products will be at our target cost until probably into the first quarter of next year. But substrates are doing very, very well, and they're very close, and the fittings are moving in the right direction. So it's valves is what we're attacking, and this is the first quarter of production shipments for those.

Great. Thank you. No other questions. Thanks.

Thanks. Our next question comes from Edward Yang with Oppenheimer. Please proceed with your question.

Hi, Jeff. Just wanted to wish you all the best. Really appreciated learning from you. You'll be missed. Thank you. My question, you mentioned events packaging plateaued in response to an earlier question. I just wanted to unpack that a little bit more. Is that end market driven or, you know, are you seeing market share shifts between your customers?

No, I think most of the biggest side of that is the advanced packaging plating tool that we do. That has had a tremendous amount of growth. Both sides of that and the cleaning tool that we support have had great high trajectory growth for maybe the last two years. And I would say they're just starting to slow now as the capacity is coming online in those areas. So we don't believe that there's any kind of share shift there today. I mean, our share is not as big as it is in gas panels, that's for sure. Got it.

Sounds like one of your public competitors also talking about increasing their own internal content, local content. Sounds like a familiar strategy. Just wondering, as both you and this competitor become more vertically integrated, are there any cross exposure or possibility of displacement where one or the other of you two sell to each other?

We sell to each other today certain areas because they build boxes and they got a component that's qualified for us and they buy it from us. We buy heaters from them. So that's been occurring for years and years and years between the two of us. But yeah, I have noticed their comments have been a little more aligned with the branded strategy that we have in bringing products together. I think that's what the market is looking for.

Okay, thank you.

Our next question comes from Brian Chin with Steeple. Please proceed with your question.

Hi there, just on that. I'm going to get cut off a little earlier in the queue. Yeah, just one clarification, Jeff. I think you sort of suggested that, if I heard correctly, that into the December quarter, maybe consistent with some of your customer patterns, December could be lower than September, and that the second half would be a little bit down from a first-half weighted spending. And are we talking kind of like mid-single-digit decline, half-on-half, moderate?

Yeah, I don't even know if it's low single digits is what I would say. It's about $5 million off of $480-something, so it's 1%. It's very close to flat.

you know if we have a similar quarter you could almost assume that it's timing okay i missed some of that but something you said like a one percent decline in december core or something i would say that that's probably in the timing of just when our customers are building things versus us got it um and then just to I also wanted to touch on the flow control qualification. That is kind of a milestone relative to an important part of the insourcing strategy. And you said sort of customer is customer. Can you give us a sense of that sort of like a logic or DRAM application?

Well, what I would say, and I think we've not said who the customer is, but we have said that these are almost all targeted on advanced logic opportunities.

Okay. Got it. Nick, maybe just one last quick thing because I'm back on. Can you give us, it sounds like from listening to the other questions that, you know, some of the slots that may have pushed into, you know, out of the year in some cases kind of tied into maybe DRAM advanced packaging, something like that?

In fact, sure, I'd follow. You're just talking about the North America IDM, I would say. That's probably logic.

Okay, no worries. I appreciate it. Thank you. Okay, thanks, Brian.

We have reached the end of our Q&A session, and I would now like to turn the floor back over to Jeff for closing comments.

I want to thank you for joining us on our call this quarter. I'd like to thank our employees, suppliers, customers, and investors for their ongoing dedication and support. Our upcoming Q3 investor conferences include Oppenheimer's virtual conference next week, followed by Needham Semiconductor Conference, Jefferies in Chicago, and finally, B. Reilly's tech conference in New York. After that, we look forward to our next quarterly update in early November for our Q3 earnings call. In the meantime, please feel free to reach out to Claire directly if you would like to follow up with us. Operator, that concludes our call.

This concludes today's teleconference. You may disconnect your lines at this time. Thank you for your participation.