UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
FORM 8-K
________________________________________
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 25, 2019
_______________________________________
Entegris, Inc.
(Exact name of registrant as specified in its charter)
_______________________________________
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
001-32598 | 41-1941551 | |
(Commission File Number) | (I.R.S. Employer Identification No.) | |
129 Concord Road, Billerica, MA | 01821 | |
(Address of principal executive offices) | (Zip Code) | |
(978) 436-6500
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
_______________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 2.02. Results of Operations and Financial Condition.
On April 25, 2019, Entegris, Inc. issued a press release to announce results for the first quarter of 2019 and will hold a conference call to discuss such results. A copy of this press release and the supplemental slides to which management will refer during the conference call are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
In accordance with General Instructions B.2 of Form 8-K, the information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The information set forth herein will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | ||
99.2 | ||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ENTEGRIS, INC. | ||
Dated: April 25, 2019 | By: | /s/ Gregory B. Graves |
Name: | Gregory B. Graves | |
Title: | Executive Vice President and Chief Financial Officer | |
 | PRESS RELEASE Bill Seymour VP of Investor Relations T + 1 978 436 6500 irelations@entegris.com | |||
Exhibit 99.1
FOR RELEASE AT 6:00 AM EST
ENTEGRIS REPORTS SOLID RESULTS FOR FIRST QUARTER OF 2019
•First-quarter revenue of $391.0 million, grew 6% from prior year
•GAAP net income per diluted share of $0.24
•Non-GAAP net income per diluted share of $0.50, increased 6% from prior year
•Acquired Digital Specialty Chemicals in March
BILLERICA, Mass., April 25, 2019 - Entegris, Inc. (NasdaqGS: ENTG), a leader in specialty chemicals and advanced materials solutions for the microelectronics industry, today reported its financial results for the Company’s first quarter ended March 30, 2019.
First-quarter sales were $391.0 million, an increase of 6% from the same quarter last year. First-quarter net income was $32.7 million, or $0.24 per diluted share, which included $19.6 million deal costs mainly associated with the terminated Versum transaction, $18.7 million of amortization of intangible assets, $2.9 million of integration costs, a $2.2 million charge for fair value write-up of acquired inventory sold, and $1.8 million of severance related to organizational realignment. Non-GAAP net income of $67.9 million was approximately on the same level as the first quarter of 2018. Non-GAAP earnings per diluted share of $0.50 increased 6% compared to the first quarter of 2018.
Bertrand Loy, President and Chief Executive Officer, said: "In the first quarter, we delivered solid results that demonstrated the strength of our execution as well as the resilience of the Entegris platform. I’m particularly pleased with this performance in light of the incremental softness that impacted the industry in the quarter. "
Mr. Loy added: "Going forward, we feel very confident in our competitive position, world-class technical capabilities, operational excellence and overall growth prospects. Our solutions set is increasingly essential for our customers to achieve higher yields and new levels of performance and reliability. We expect 2019 to be another record year for Entegris, in spite of the challenging industry environment."
Quarterly Financial Results Summary
(in thousands, except per share data)
GAAP Results | Q1 2019 | Q1 2018 | Q4 2018 | |||
Net sales | $391,047 | $367,199 | $401,642 | |||
Operating income | $47,491 | $78,473 | $71,308 | |||
Operating margin | 12.1 | % | 21.4 | % | 17.8 | % |
Net income | $32,658 | $57,562 | $80,784 | |||
Diluted earnings per share (EPS) | $0.24 | $0.40 | $0.57 | |||
Non-GAAP Results | ||||||
Non-GAAP adjusted operating income | $92,180 | $90,142 | $93,485 | |||
Non-GAAP adjusted operating margin | 23.6 | % | 24.5 | % | 23.3 | % |
Non-GAAP net income | $67,894 | $68,015 | $66,300 | |||
Non-GAAP EPS | $0.50 | $0.47 | $0.47 | |||
Second-Quarter Outlook
For the second quarter ending June 29, 2019, the Company expects sales of $375 million to $390 million, net income of $137 million to $144 million and net income per diluted share between $1.00 and $1.05. On a non-GAAP basis, EPS is expected to range from $0.40 to $0.45 per diluted share, which reflects net income on a non-GAAP basis in the range of $55 million to $62 million, which is adjusted for expected amortization and deal & integration expenses of
_________________________________________________________________________ | ||
ENTEGRIS, INC. | 129 Concord Road, Building 2 | T + 1 978 436 6500 |
entegris.com | Billerica, MA 01821 USA | F + 1 978 436 6745 |
approximately $36.6 million, or $0.21 per share and the $140 million (or approximately $0.80 per share) termination fee from the termination of the merger agreement with Versum Materials.
Acquisition of Digital Specialty Chemicals
On March 8, 2019, the Company acquired Digital Specialty Chemicals, a provider of advanced materials to the semiconductor, specialty chemical, and pharmaceutical industries. Digital Specialty Chemicals is a market leader in designing and synthesizing a new generation of films and deposition materials. Digital Specialty Chemicals' chemical synthesis capabilities expands Entegris’ ability to serve its customers and complements its own existing capabilities. Digital Specialty Chemicals will be a part of the Specialty Chemicals and Engineered Materials (SCEM) segment.
Segment Results
The Company reports its results in the following segments:
Specialty Chemicals and Engineered Materials (SCEM): SCEM provides high-performance and high-purity process chemistries, gases and materials, as well as safe and efficient delivery systems to support semiconductor and other advanced manufacturing processes.
Microcontamination Control (MC): MC solutions purify critical liquid chemistries and gases used in semiconductor manufacturing processes and other high-technology industries.
Advanced Materials Handling (AMH): AMH develops solutions to monitor, protect, transport, and deliver critical liquid chemistries, wafers, and substrates for a broad set of applications in the semiconductor industry and other high-technology industries.
Change in Inter-Segment Reporting
In the first quarter of 2019, the Company has changed its definition of segment profit to include inter-segment sales. The Company updated its recognition of inter-segment sales to recognize the revenue and profit associated with products and components produced in one segment and supplied to another, before being sold to the ultimate end customer. The Company accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, that is, at approximate market prices. Prior quarter information was recast to reflect the change in the Company’s definition of segment profit.
First-Quarter Results Conference Call Details
Entegris will hold a conference call to discuss its results for the first quarter on Thursday, April 25, 2019, at 9:00 a.m. Eastern Time. Participants should dial 888-394-8218 or +1 323-794-2588, referencing confirmation code 4237087. Participants are asked to dial in 5 to 10 minutes prior to the start of the call. For a replay of the call, please Click Here using passcode 4237087. The replay will be available starting at 12:00 p.m. ET on Thursday, April 25 through June 8, 2019 at 12:00 p.m. ET.
The call can also be accessed live and on-demand from the Entegris website. Point your web browser to
http://investor.entegris.com/events.cfm and follow the link to the webcast. The on-demand playback will be available for six weeks after the conclusion of the teleconference.
Management’s slide presentation concerning the results for the first quarter, which may be referred to during the call, will be posted on the investor relations section of www.entegris.com Thursday morning before the call.
Entegris, Inc. | page 2 of 11
ABOUT ENTEGRIS
Entegris is a leader in specialty chemicals and advanced materials solutions for the microelectronics industry and other high-tech industries. Entegris is ISO 9001 certified and has manufacturing, customer service and/or research facilities in the United States, Canada, China, France, Germany, Israel, Japan, Malaysia, Singapore, South Korea and Taiwan. Additional information can be found at www.entegris.com.
Non-GAAP Information
The Company’s condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (GAAP). Adjusted EBITDA, Adjusted Gross Profit, Adjusted Segment Profit, and Adjusted Operating Income together with related measures thereof, and non-GAAP EPS, are considered “Non-GAAP financial measures” under the rules and regulations of the Securities and Exchange Commission. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The Company uses these non-GAAP financial measures for financial and operational decision-making, as a means to evaluate period-to-period comparisons, as well as comparisons to our competitors' operating results. Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding our performance and liquidity by excluding certain items that may not be indicative of our recurring business operating results, such as amortization, depreciation and discrete cash charges that are infrequent in nature. We believe that both management and investors benefit from referring to these non-GAAP financial measures in assessing and understanding our results and performance and when planning, forecasting, and analyzing future periods. We believe these non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by our institutional investors and the analyst community to help them analyze our business. The reconciliations of GAAP Net Income (Loss) to Adjusted Operating Income and Adjusted EBITDA, and GAAP Net Income (Loss) to Non-GAAP Earnings per Share are included elsewhere in this release.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “should,” “may,” “will,” “would” or the negative thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include statements related to future period guidance; future sales, net income, net income per diluted share, non-GAAP EPS, non-GAAP net income, expenses and other financial metrics; our performance relative to our markets; market and technology trends; the development of new products and the success of their introductions; Company's capital allocation strategy, which may be modified at any time for any reason, including share repurchases, dividends, debt repayments and potential acquisitions; the effect of the Tax Cuts and Jobs Act on our capital allocation strategy; the impact of the acquisitions we have made and commercial partnerships we have established; our ability to execute on our strategies; and other matters. These statements involve risks and uncertainties, and actual results may differ. These risks and uncertainties include, but are not limited to, weakening of global and/or regional economic conditions, generally or specifically in the semiconductor industry, which could decrease the demand for our products and solutions; our ability to meet rapid demand shifts; our ability to continue technological innovation and introduce new products to meet our customers' rapidly changing requirements; our concentrated customer base; our ability to identify, effect and integrate acquisitions, joint ventures or other transactions; our ability to protect and enforce intellectual property rights; operational, political and legal risks of our international operations; our dependence on sole source and limited source suppliers; the increasing complexity of certain manufacturing processes; raw material shortages and price increases; changes in government regulations of the countries in which we operate; fluctuation of currency exchange rates; fluctuations in the market price of Entegris’ stock; the level of, and obligations associated with, our indebtedness; and other risk factors and additional information described in our filings with the Securities and Exchange Commission, including under the heading “Risks Factors" in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on February 11, 2019, and in our other periodic filings. The Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates.
Entegris, Inc. | page 3 of 11
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Three months ended | ||||||||||
March 30, 2019 | March 31, 2018 | December 31, 2018 | ||||||||
Net sales | $ | 391,047 | $ | 367,199 | $ | 401,642 | ||||
Cost of sales | 213,654 | 191,202 | 221,902 | |||||||
Gross profit | 177,393 | 175,997 | 179,740 | |||||||
Selling, general and administrative expenses | 82,254 | 58,269 | 60,707 | |||||||
Engineering, research and development expenses | 28,991 | 27,586 | 30,675 | |||||||
Amortization of intangible assets | 18,657 | 11,669 | 17,050 | |||||||
Operating income | 47,491 | 78,473 | 71,308 | |||||||
Interest expense, net | 9,659 | 7,226 | 8,426 | |||||||
Other (income) expense, net | (248 | ) | 139 | 3,176 | ||||||
Income before income tax expense | 38,080 | 71,108 | 59,706 | |||||||
Income tax expense (benefit) | 5,422 | 13,546 | (21,078 | ) | ||||||
Net income | $ | 32,658 | $ | 57,562 | $ | 80,784 | ||||
Basic net income per common share: | $ | 0.24 | $ | 0.41 | $ | 0.58 | ||||
Diluted net income per common share: | $ | 0.24 | $ | 0.40 | $ | 0.57 | ||||
Weighted average shares outstanding: | ||||||||||
Basic | 135,299 | 141,581 | 139,268 | |||||||
Diluted | 136,692 | 143,652 | 140,515 | |||||||
Entegris, Inc. | page 4 of 11
Entegris, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
March 30, 2019 | December 31, 2018 | |||||
ASSETS | ||||||
Cash and cash equivalents | $ | 342,360 | $ | 482,062 | ||
Trade accounts and notes receivable, net | 232,138 | 222,055 | ||||
Inventories, net | 271,510 | 268,140 | ||||
Deferred tax charges and refundable income taxes | 52,629 | 17,393 | ||||
Other current assets | 24,175 | 39,688 | ||||
Total current assets | 922,812 | 1,029,338 | ||||
Property, plant and equipment, net | 442,395 | 419,529 | ||||
Right-of-use assets | 43,868 | — | ||||
Goodwill | 584,537 | 550,202 | ||||
Intangible assets | 284,581 | 295,687 | ||||
Deferred tax assets and other noncurrent tax assets | 22,819 | 10,162 | ||||
Other | 12,996 | 12,723 | ||||
Total assets | $ | 2,314,008 | $ | 2,317,641 | ||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
Long-term debt, current maturities | 4,000 | 4,000 | ||||
Accounts payable | 78,620 | 93,055 | ||||
Accrued liabilities | 107,753 | 141,020 | ||||
Income tax payable | 22,407 | 31,593 | ||||
Total current liabilities | 212,780 | 269,668 | ||||
Long-term debt, excluding current maturities | 934,269 | 934,863 | ||||
Long-term lease liability | 40,547 | — | ||||
Other liabilities | 125,948 | 101,085 | ||||
Shareholders’ equity | 1,000,464 | 1,012,025 | ||||
Total liabilities and shareholders’ equity | $ | 2,314,008 | $ | 2,317,641 | ||
Entegris, Inc. | page 5 of 11
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three months ended | ||||||
March 30, 2019 | March 31, 2018 | |||||
Operating activities: | ||||||
Net income | $ | 32,658 | $ | 57,562 | ||
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||||||
Depreciation | 16,721 | 15,897 | ||||
Amortization | 18,657 | 11,669 | ||||
Stock-based compensation expense | 4,653 | 4,128 | ||||
Other | 5,694 | 782 | ||||
Changes in operating assets and liabilities: | ||||||
Trade accounts and notes receivable | (9,109 | ) | (6,011 | ) | ||
Inventories | (2,131 | ) | (14,955 | ) | ||
Accounts payable and accrued liabilities | (45,019 | ) | (33,985 | ) | ||
Income taxes payable and refundable income taxes | (42,873 | ) | 6,692 | |||
Other | 18,211 | (2,962 | ) | |||
Net cash (used in) provided by operating activities | (2,538 | ) | 38,817 | |||
Investing activities: | ||||||
Acquisition of property and equipment | (34,465 | ) | (37,656 | ) | ||
Acquisition of businesses, net of cash acquired | (49,789 | ) | (21,047 | ) | ||
Other | 197 | 146 | ||||
Net cash used in investing activities | (84,057 | ) | (58,557 | ) | ||
Financing activities: | ||||||
Payments on long-term debt | (1,000 | ) | (25,000 | ) | ||
Issuance of common stock | 917 | 473 | ||||
Taxes paid related to net share settlement of equity awards | (7,727 | ) | (14,123 | ) | ||
Repurchase and retirement of common stock | (35,321 | ) | (10,000 | ) | ||
Dividend payments | (9,470 | ) | (9,883 | ) | ||
Other | (250 | ) | (246 | ) | ||
Net cash used in financing activities | (52,851 | ) | (58,779 | ) | ||
Effect of exchange rate changes on cash | (256 | ) | 3,347 | |||
Decrease in cash and cash equivalents | (139,702 | ) | (75,172 | ) | ||
Cash and cash equivalents at beginning of period | 482,062 | 625,408 | ||||
Cash and cash equivalents at end of period | $ | 342,360 | $ | 550,236 | ||
Entegris, Inc. | page 6 of 11
Entegris, Inc. and Subsidiaries
Segment Information
(In thousands)
(Unaudited)
Note: In the first quarter of 2019, the Company has changed its definition of segment profit to include inter-segment sales. The Company updated its recognition of inter-segment sales to recognize the revenue and profit associated with products and components produced in one segment and supplied to another, before being sold to the ultimate end customer. The Company accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, that is, at approximate market prices. Inter-segment sales are presented as an elimination below. Prior quarter information was recast to reflect the change in the Company’s definition of segment profit.
Three months ended | |||||||||
Net sales | March 30, 2019 | March 31, 2018 | December 31, 2018 | ||||||
Specialty Chemicals and Engineered Materials | $ | 124,470 | $ | 130,743 | $ | 133,928 | |||
Microcontamination Control | 157,706 | 118,923 | 158,500 | ||||||
Advanced Materials Handling | 116,064 | 124,078 | 115,527 | ||||||
Inter-segment elimination | (7,193 | ) | (6,545 | ) | (6,313 | ) | |||
Total net sales | $ | 391,047 | $ | 367,199 | $ | 401,642 | |||
Three months ended | |||||||||
Segment profit | March 30, 2019 | March 31, 2018 | December 31, 2018 | ||||||
Specialty Chemicals and Engineered Materials | $ | 24,431 | $ | 30,921 | $ | 28,221 | |||
Microcontamination Control | 47,323 | 40,311 | 46,879 | ||||||
Advanced Materials Handling | 22,367 | 25,463 | 19,096 | ||||||
Total segment profit | 94,121 | 96,695 | 94,196 | ||||||
Amortization of intangible assets | 18,657 | 11,669 | 17,050 | ||||||
Unallocated expenses | 27,973 | 6,553 | 5,838 | ||||||
Total operating income | $ | 47,491 | $ | 78,473 | $ | 71,308 | |||
Entegris, Inc. | page 7 of 11
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP Gross Profit to Adjusted Gross Profit
(In thousands)
(Unaudited)
Three months ended | |||||||||
March 30, 2019 | March 31, 2018 | December 31, 2018 | |||||||
Net sales | $ | 391,047 | $ | 367,199 | $ | 401,642 | |||
Gross profit-GAAP | $ | 177,393 | $ | 175,997 | $ | 179,740 | |||
Adjustments to gross profit: | |||||||||
Severance related to organizational realignment | 358 | — | 460 | ||||||
Charge for fair value mark-up of acquired inventory sold | 2,155 | — | 3,379 | ||||||
Adjusted gross profit | $ | 179,906 | $ | 175,997 | $ | 183,579 | |||
Gross margin - as a % of net sales | 45.4 | % | 47.9 | % | 44.8 | % | |||
Adjusted gross margin - as a % of net sales | 46.0 | % | 47.9 | % | 45.7 | % | |||
Entegris, Inc. | page 8 of 11
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP Segment Profit to Adjusted Operating Income
(In thousands)
(Unaudited)
Note: In the first quarter of 2019, the Company has changed its definition of segment profit to include inter-segment sales. The Company updated its recognition of inter-segment sales to recognize the revenue and profit associated with products and components produced in one segment and supplied to another, before being sold to the ultimate end customer. The Company accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, that is, at approximate market prices. Prior quarter information was recast to reflect the change in the Company’s definition of segment profit.
Three months ended | |||||||||
Segment profit-GAAP | March 30, 2019 | March 31, 2018 | December 31, 2018 | ||||||
Specialty Chemicals and Engineered Materials | $ | 24,431 | $ | 30,921 | $ | 28,221 | |||
Microcontamination Control | 47,323 | 40,311 | 46,879 | ||||||
Advanced Materials Handling | 22,367 | 25,463 | 19,096 | ||||||
Total segment profit | 94,121 | 96,695 | 94,196 | ||||||
Amortization of intangible assets | 18,657 | 11,669 | 17,050 | ||||||
Unallocated expenses | 27,973 | 6,553 | 5,838 | ||||||
Total operating income | $ | 47,491 | $ | 78,473 | $ | 71,308 | |||
Three months ended | |||||||||
Adjusted segment profit | March 30, 2019 | March 31, 2018 | December 31, 2018 | ||||||
Specialty Chemicals and Engineered Materials1 | $ | 25,070 | $ | 30,921 | $ | 28,221 | |||
Microcontamination Control 2 | 50,082 | 40,311 | 50,258 | ||||||
Advanced Materials Handling 3 | 22,945 | 25,463 | 19,556 | ||||||
Total adjusted segment profit | 98,097 | 96,695 | 98,035 | ||||||
Amortization of intangible assets4 | — | — | — | ||||||
Unallocated expenses5 | 5,917 | 6,553 | 4,550 | ||||||
Total adjusted operating income | $ | 92,180 | $ | 90,142 | $ | 93,485 | |||
1 Adjusted segment profit for Specialty Chemicals and Engineered Materials for the three months ended March 30, 2019 excludes charges for fair value mark-up of acquired inventory sold of $120 and excludes charges for severance related to organizational realignment of $519.
2 Adjusted segment profit for Microcontamination Control for the three months ended March 30, 2019 excludes charges for fair value mark-up of acquired inventory sold of $2,035 and excludes charges for severance related to organizational realignment of $724. For the three months ended December 31, 2018, adjusted segment profit excludes charges for fair value mark-up of acquired inventory sold of $3,379.
3Adjusted segment profit for Advanced Materials Handling for the three months ended March 30, 2019 excludes charges for severance related to organizational realignment of $578. For the three months ended December 31, 2018 adjusted segment profit excludes severance charges of $460.
4 Adjusted amortization of intangible assets excludes amortization expense of $18,657, $11,669 and $17,050 for the three months ended March 30, 2019, March 31, 2018, and December 31, 2018 respectively.
5 Adjusted unallocated expenses for the three months ended March 30, 2019 excludes deal and integration expenses of $22,056. Adjusted unallocated expenses for the three months ended December 31, 2018, excludes integration expenses of $1,288.
Entegris, Inc. | page 9 of 11
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP Net Income to Adjusted Operating Income and Adjusted EBITDA
(In thousands)
(Unaudited)
Three months ended | |||||||||
March 30, 2019 | March 31, 2018 | December 31, 2018 | |||||||
Net sales | $ | 391,047 | $ | 367,199 | $ | 401,642 | |||
Net income | $ | 32,658 | $ | 57,562 | $ | 80,784 | |||
Adjustments to net income: | |||||||||
Income tax expense (benefit) | 5,422 | 13,546 | (21,078 | ) | |||||
Interest expense, net | 9,659 | 7,226 | 8,426 | ||||||
Other (income) expense, net | (248 | ) | 139 | 3,176 | |||||
GAAP - Operating income | 47,491 | 78,473 | 71,308 | ||||||
Charge for fair value write-up of acquired inventory sold | 2,155 | — | 3,379 | ||||||
Deal costs | 19,136 | — | — | ||||||
Integration costs | 2,920 | — | 1,288 | ||||||
Severance related to organizational realignment | 1,821 | — | 460 | ||||||
Amortization of intangible assets | 18,657 | 11,669 | 17,050 | ||||||
Adjusted operating income | 92,180 | 90,142 | 93,485 | ||||||
Depreciation | 16,721 | 15,897 | 16,880 | ||||||
Adjusted EBITDA | $ | 108,901 | $ | 106,039 | $ | 110,365 | |||
Adjusted operating margin | 23.6 | % | 24.5 | % | 23.3 | % | |||
Adjusted EBITDA - as a % of net sales | 27.8 | % | 28.9 | % | 27.5 | % | |||
Entegris, Inc. | page 10 of 11
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP Net Income to Non-GAAP Earnings per Share
(In thousands, except per share data)
(Unaudited)
Three months ended | |||||||||
March 30, 2019 | March 31, 2018 | December 31, 2018 | |||||||
GAAP net income | $ | 32,658 | $ | 57,562 | $ | 80,784 | |||
Adjustments to net income: | |||||||||
Charge for fair value write-up of acquired inventory sold | 2,155 | — | 3,379 | ||||||
Deal Costs | 19,547 | — | — | ||||||
Integration Costs | 2,920 | — | 1,288 | ||||||
Severance related to organizational realignment | 1,821 | — | 460 | ||||||
Amortization of intangible assets | 18,657 | 11,669 | 17,050 | ||||||
Tax effect of adjustments to net income and discrete items1 | (9,864 | ) | (2,710 | ) | (5,603 | ) | |||
Tax effect of legal entity restructuring | — | — | (34,478 | ) | |||||
Tax effect of Tax Cuts and Jobs Act | — | 1,494 | 1,101 | ||||||
Non-GAAP net income | $ | 67,894 | $ | 68,015 | $ | 66,300 | |||
Diluted earnings per common share | $ | 0.24 | $ | 0.40 | $ | 0.57 | |||
Effect of adjustments to net income | $ | 0.26 | $ | 0.07 | $ | (0.10 | ) | ||
Diluted non-GAAP earnings per common share | $ | 0.50 | $ | 0.47 | $ | 0.47 | |||
1The tax effect of pre-tax adjustments to net income was calculated using the applicable marginal tax rate during the respective years.
### END ###
Entegris, Inc. | page 11 of 11
Exhibit 99.2 Earnings Summary First Quarter 2019 April 25, 2019
SAFE HARBOR This document contains, and management may make, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “should,” “may,” “will,” “would” or the negative thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements include statements related to future period guidance; future sales, net income, net income per diluted share, non-GAAP EPS, non-GAAP net income, expenses and other financial metrics; our performance relative to our markets; market and technology trends; the development of new products and the success of their introductions; Company's capital allocation strategy, which may be modified at any time for any reason, including share repurchases, dividends, debt repayments and potential acquisitions; the effect of the Tax Cuts and Jobs Act on our capital allocation strategy; the impact of the acquisitions we have made and commercial partnerships we have established; our ability to execute on our strategies; and other matters. These statements involve risks and uncertainties, and actual results may differ. These risks and uncertainties include, but are not limited to, weakening of global and/or regional economic conditions, generally or specifically in the semiconductor industry, which could decrease the demand for our products and solutions; our ability to meet rapid demand shifts; our ability to continue technological innovation and introduce new products to meet our customers' rapidly changing requirements; our concentrated customer base; our ability to identify, effect and integrate acquisitions, joint ventures or other transactions; our ability to protect and enforce intellectual property rights; operational, political and legal risks of our international operations; our dependence on sole source and limited source suppliers; the increasing complexity of certain manufacturing processes; raw material shortages and price increases; changes in government regulations of the countries in which we operate; fluctuation of currency exchange rates; fluctuations in the market price of Entegris’ stock; the level of, and obligations associated with, our indebtedness; and other risk factors and additional information described in our filings with the Securities and Exchange Commission, including under the heading “Risks Factors" in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed on February 11, 2019, and in our other periodic filings. The Company assumes no obligation to update any forward-looking statements or information, which speak as of their respective dates. This presentation contains references to “Adjusted EBITDA,” “Adjusted EBITDA Margin,” “Adjusted Operating Income,” “Adjusted Operating Income Margin” and “Non-GAAP Earnings per Share” that are not presented in accordance GAAP. The non-GAAP financial measures should not be considered in isolation or as a substitute for GAAP financial measures but should instead be read in conjunction with the GAAP financial measures. Further information with respect to and reconciliations of such measures to the most directly comparable GAAP financial measure can be found attached to this presentation. 2
1Q19 HIGHLIGHTS ◦ First-quarter revenue of $391.0 million, grew 6% from prior year ◦ GAAP diluted EPS of $0.24 ◦ Non-GAAP diluted EPS of $0.50, increased 6% from prior year ◦ Acquired Digital Specialty Chemicals in March ◦ Fourth-quarter and through the end of January 2019 repurchased a total of 6.6 million shares for approximately $179 million (includes 1 million shares repurchased in 1Q19) ◦ First-quarter was a record quarter for Liquid Filtration 3
SUMMARY – CONSOLIDATED STATEMENT OF OPERATIONS (GAAP) 1Q19 over 1Q19 over $ in millions, except per share data 1Q19 1Q19 Guidance 4Q18 1Q18 1Q18 4Q18 Approx. at same Net Revenue $391.0 $401.6 $367.2 6.5% (2.6%) level as Q4 Gross Margin 45.4% 44.8% 47.9% Operating Expenses $129.9 $108.4 $97.5 33.2% 19.8% Operating Income $47.5 $71.3 $78.5 (39.5%) (33.4%) Operating Margin 12.1% 17.8% 21.4% Tax Rate 14.2% (35.3%) 19.0% Net Income $32.7 $80.8 $57.6 (43.2%) (59.5%) Approx. at same Earnings per diluted share $0.24 $0.57 $0.40 (40.0%) (57.9%) level as Q4 4
SUMMARY – CONSOLIDATED STATEMENT OF OPERATIONS (NON-GAAP)1 1Q19 over 1Q19 over $ in millions, except per share data 1Q19 1Q19 Guidance 4Q18 1Q18 1Q18 4Q18 Approx. at same Net Revenue $391.0 $401.6 $367.2 6.5% (2.6%) level as Q4 Adjusted Gross Margin2 46.0% 45.7% 47.9% Non-GAAP Operating Expenses3 $87.7 $90.1 $85.9 2.1% (2.7%) Adjusted Operating Income $92.2 $93.5 $90.1 2.3% (1.4%) Adjusted Operating Margin 23.6% 23.3% 24.5% Non-GAAP Tax Rate4 18.4% 21.3% 17.8% Non-GAAP Net Income5 $67.9 $66.3 $68.0 (0.1%) 2.4% Approx. at same Non-GAAP EPS $0.50 $0.47 $0.47 6.4% 6.4% level as Q4 1. See GAAP to Non-GAAP reconciliation tables in the appendix of this presentation. 2. Adjusted gross margin excludes certain severance charges related to organizational realignment and fair value mark-up of acquired inventory. 3. Non-GAAP Operating Expenses exclude amortization expense, severance related to organizational realignment, deal costs, and integration costs. 4. Non-GAAP Tax Rate reflects the tax effect of non-GAAP adjustments and discrete tax items to GAAP taxes. 5. Non-GAAP Net Income excludes amortization expense, severance related to organizational realignment, deal costs, integration costs, and fair value mark-up of acquired inventory. 5
RESULTS BY SEGMENT1 Specialty Chemicals and Microcontamination Advanced Materials Engineered Materials Control Segment3 Handling Segment4 Segment2 $ in millions $160 40% $160 40% $160 40% $140 $140 $140 $120 30% $120 30% $120 30% $100 $100 $100 $80 20% $80 20% $80 20% $60 $60 $60 $40 10% $40 10% $40 10% $20 $20 $20 $0 0% $0 0% 1Q18 2Q18 3Q18 4Q18 1Q19 $0 0% 1Q18 2Q18 3Q18 4Q18 1Q19 1Q18 2Q18 3Q18 4Q18 1Q19 Sales Adj. Op. margin Sales Adj. Op. margin Sales Adj. Op. margin 1. In 1Q19 the Company has changed its definition of segment profit to include inter-segment sales. Prior period information was recast to reflect the change. Adjusted segment operating margin excludes amortization of intangibles and unallocated expenses. 2. Segment profit for SCEM includes a charge for fair value write-up of inventory and severance related to organizational realignment of $120K and $518K, respectively. 3. Segment profit for MC includes a charge for fair value write-up of inventory of $208K, $3,281K, $3,379K, and $2,035K for 2Q18, 3Q18, 4Q18 and 1Q19, respectively. Segment profit for MC includes severance related to organizational realignment of $724K for 1Q19 4. Segment profit for AMH for 3Q18 includes charges for loss on sale of subsidiary of $466K. Segment profit for AMH includes severance related to organizational realignment and restructuring charges of $460K and $578K for 4Q18 and 1Q19, respectively. 6
REVENUE BY GEOGRAPHY: STRONG GROWTH IN TAIWAN AND CHINA 1Q19 Revenue by Geography 1Q19 vs. 1Q18 Growth Rate Revenue = $ million Taiwan 26% Taiwan N. America 6% N. America $81.8M $91.7 South Korea -3% Japan -7% Southeast $27.0M Asia $35.1M Europe China 14% $61.1M Europe 7% $48.2M Japan Southeast Asia -4% South Korea $46.1M China -15% -5% 5% 15% 25% 35% 45% 55% 7
SUMMARY – BALANCE SHEET ITEMS $ in millions 1Q19 4Q18 1Q18 $ Amount % Total $ Amount % Total $ Amount % Total Cash & Cash Equivalents $342.4 14.8% $482.1 20.8% $550.2 28.1% Accounts Receivable, net $232.1 10.0% $222.1 9.6% $195.3 10.0% Inventories $271.5 11.7% $268.1 11.6% $214.1 10.9% Net PP&E $442.4 19.1% $419.5 18.1% $364.3 18.6% Total Assets $2,314.0 $2,317.6 $1,961.3 Current Liabilities1 $212.8 9.2% $269.7 11.6% $266.5 13.6% Long-term debt, excluding $934.3 40.4% $934.9 40.3% $549.8 28.0% current maturities Total Liabilities $1,313.5 56.8% $1,305.6 56.3% $936.9 47.8% Total Shareholders’ Equity $1,000.5 43.2% $1,012.0 43.7% $1,024.4 52.2% AR – DSOs 54.2 50.4 48.5 Inventory Turns 3.2 3.3 3.7 1. Current Liabilities in 1Q19, 4Q18, 1Q18 includes $4 million, $4 million and $100 million of current maturities of long term debt, respectively. 8
ADJUSTED EBITDA MARGIN1 Adjusted TTM EBITDA Adjusted EBITDA and EBITDA Margin 28.1% 27.9% 28.9% 28.5% 27.7% 27.5% 27.8% 400 $109 $110 $110 $106 $109 350 $436 $439 300 80 250 200 150 40 100 50 0 0 TTM-4Q18 TTM-1Q19 1Q18 2Q18 3Q18 4Q18 1Q19 Adj. EBITDA in $M Adj. EBITDA as % of Sales Adj. EBITDA in $M Adj. EBITDA as % of Sales 1. See Reconciliation of GAAP Income to Adjusted Operating Income and Adjusted EBITDA in the appendix of this presentation. 9
CASH FLOWS $ in millions 1Q19 4Q18 1Q18 Beginning Cash Balance $482.1 $294.9 $625.4 Cash (used in) provided by operating activities ($2.5) $91.3 $38.8 Capital expenditures ($34.5) ($34.8) ($21.0) Acquisition of business ($49.8) - ($37.7) Proceeds from long-term debt - $400.0 - Payments on long-term debt ($1.0) ($108.9) ($25.0) Payments for debt extinguishment costs - - - Repurchase and retirement of common stock ($35.3) ($143.8) ($10.0) Dividend payments ($9.5) ($9.9) ($9.9) Other investing activities $0.2 ($0.5) $0.1 Other financing activities ($7.1) ($6.0) ($13.9) Effect of exchange rates ($0.2) ($0.1) $3.3 Ending Cash Balance $342.4 $482.1 $550.2 Free Cash Flow1 ($37.0) $56.5 $17.8 Adjusted EBITDA $108.9 $110.4 $106.0 1. Free cash flow equals cash from operations less capital expenditures. 10
OUTLOOK GAAP $ in millions, except per share data 2Q19 Guidance 1Q19 Actual 2Q18 Actual Net Revenue $375 to $390 $391.0 $383.1 Operating Expenses $126 to $128 $129.9 $107.4 Net Income $137 to $144 $32.7 $54.3 Earnings (Per Diluted Share) $1.00 to $1.05 $0.24 $0.38 Non-GAAP $ in millions, except per share data 2Q19 Guidance 1Q19 Actual 2Q18 Actual Net Revenue $375 to $390 $391.0 $383.1 Non-GAAP Operating Expenses1 $89 to $91 $87.7 $89.1 Non-GAAP Net Income² $55 to $62 $67.9 $69.8 Non-GAAP EPS $0.40 to $0.45 $0.50 $0.49 1 Non-GAAP operating expenses exclude amortization and integration expenses. In 2Q19, amortization is estimated to be approximately $16.6 million and integration expenses are estimated to be approximately $20.0 million, or $0.21 per share. 2 Non-GAAP Net income also excludes the $140 million termination fee from the termination of the Merger Agreement with Versum (~$0.80 per share). 11
Entegris®, the Entegris Rings Design™ and Pure Advantage™ are trademarks of Entegris, Inc. ©2016 Entegris, Inc. All rights reserved. 12
NON-GAAP RECONCILIATION TABLE RECONCILIATION OF GAAP GROSS PROFIT TO ADJUSTED GROSS PROFIT In thousands Three months ended March 30, 2019 March 31, 2018 December 31, 2018 Net Sales $391,047 $367,199 $401,642 Gross profit-GAAP $177,393 $175,997 $179,740 Adjustments to gross profit: Charge for fair value mark-up of acquired inventory sold 2,155 - 3,379 Severance related to organizational realignment 358 - 460 Adjusted gross profit $179,906 $175,997 $183,579 Gross margin - as a % of net sales 45.4 % 47.9% 44.8 % Adjusted gross margin - as a % of net sales 46.0% 47.9% 45.7% 13
NON-GAAP RECONCILIATION TABLE RECONCILIATION OF GAAP SEGMENT PROFIT TO ADJUSTED OPERATING INCOME Three months ended $ in thousands 1 Segment profit-GAAP March 30, 2019 March 31, 2018 December 31, 2018 Specialty Chemicals and Engineered Materials $24,431 $30,912 $28,221 Microcontamination Control 47,323 40,311 46,879 Advanced Materials Handling 22,367 25,463 19,096 Total segment profit 94,121 96,695 94,196 Amortization of intangible assets 18,657 11,669 17,050 Unallocated expenses 27,973 6,553 5,838 Total operating income $47,491 $78,473 $71,308 Three months ended Adjusted segment profit March 30, 2019 March 31, 2018 December 31, 2018 Specialty Chemicals and Engineered Materials2 $25,070 $30,921 $28,221 Microcontamination Control3 50,082 40,311 50,258 Advanced Materials Handling4 22,945 25,463 19,556 Total segment profit 98,097 96,695 98,035 Amortization of intangible assets5 - - - Unallocated expenses6 5,917 6,553 4,550 Total adjusted operating income $92,180 $90,142 $93,485 1. In 1Q19 the Company has changed its definition of segment profit to include inter-segment sales. Prior period information was recast to reflect the change. 2. Adjusted segment profit for Specialty Chemicals and Engineered Materials for the three months ended March 30, 2019 excludes charges for fair value mark-up of acquired inventory sold of $120 and excludes charges for severance related to organizational realignment of $519. 3. Adjusted segment profit for Microcontamination Control for the three months ended March 30, 2019 excludes charges for fair value mark-up of acquired inventory sold of $2,035 and excludes charges for severance related to organizational realignment of $724. For the three months ended December 31, 2018, adjusted segment profit excludes charges for fair value mark-up of acquired inventory sold of $3,379. 4. Adjusted segment profit for Advanced Materials Handling for the three months ended March 30, 2019 excludes charges for severance related to organizational realignment of $578. For the three months ended December 31, 2018 adjusted segment profit excludes severance related to organizational realignment of $460. 5. Adjusted amortization of intangible assets excludes amortization expense of $18,657, $11,669 and $17,050 for the three months ended March 30, 2019, March 31, 2018, and December 31, 2018 respectively. 6. Adjusted unallocated expenses for the three months ended March 30, 2019 excludes deal and integration expenses of $22,056. Adjusted unallocated expenses for the three months ended December 31, 2018, excludes integration expenses of $1,288 14
NON-GAAP RECONCILIATION TABLE RECONCILIATION OF GAAP TO ADJUSTED OPERATING INCOME AND ADJUSTED EBITDA $ in thousands Three months ended March 30, 2019 March 31, 2018 December 31, 2018 Net sales $391,047 $367,199 $401,642 Net income $32,658 $57,562 $80,784 Adjustments to net income: Income tax expense (benefit) 5,422 13,546 (21,078) Interest expense, net 9,659 7,226 8,426 Other (income) expense, net (248) 139 3,176 GAAP - Operating income 47,491 78,473 71,308 Charge for fair value write-up of acquired inventory sold 2,155 - 3,379 Deal costs 19,136 - - Integration costs 2,920 - 1,288 Severance related to organizational realignment 1,821 - 460 Amortization of intangible assets 18,657 11,669 17,050 Adjusted operating income 92,180 90,142 93,485 Depreciation 16,721 15,897 16,880 Adjusted EBITDA $108,901 $106,039 $110,365 Adjusted operating margin 23.6% 24.5% 23.3% Adjusted EBITDA - as a % of net sales 27.8% 28.9% 27.5% 15
NON-GAAP RECONCILIATION TABLE RECONCILIATION OF GAAP TO NON-GAAP EARNINGS (LOSS) PER SHARE Three months ended March 30 2019 March 31, 2018 December 31, 2018 $ in thousands, except per share data GAAP net income $32,658 $57,562 $80,784 Adjustments to net income: Severance related to organizational realignment 1,821 - 460 Charge for fair value write-up of inventory acquired 2,155 3,379 Deal costs 19,547 - - Integration costs 2,920 1,288 Amortization of intangible assets 18,657 11,669 17,050 Tax effect of adjustments to net income and discrete items1 (9,864) (2,710) (5,603) Tax effect of legal entity restructuring - - (34,478) Tax effect of Tax Cuts and Jobs Act - 1,494 1,101 Non-GAAP net income $67,894 $68,015 $66,300 Diluted earnings per common share $0.24 $0.40 $0.57 Effect of adjustments to net income $0.26 $0.07 ($0.10) Diluted non-GAAP earnings per common share $0.50 $0.47 $0.47 1The tax effect of pre-tax adjustments to net income was calculated using the applicable marginal tax rate during the respective years. 16
GAAP SEGMENT TREND DATA1 $ in thousands Q117 Q217 Q317 Q417 Q118 Q218 Q318 Q418 Q119 Sales SCEM $ 114,435 $ 121,174 $ 124,522 $ 125,339 $ 130,743 $ 134,336 $ 131,234 $ 133,928 $ 124,470 MC 100,195 104,587 116,229 115,801 118,923 124,937 151,478 158,500 157,706 AMH 108,371 109,658 111,278 115,436 124,078 130,572 123,227 115,527 116,064 Inter-segment elimination (5,624) (6,417) (6,438) (6,014) (6,545) (6,786) (7,342) (6,313) (7,193) Total Sales $ 317,377 $ 329,002 $ 345,591 $ 350,562 $ 367,199 $ 383,059 $ 398,597 $ 401,642 $ 391,047 Segment Profit SCEM $ 22,563 $ 28,493 $ 28,981 $ 29,534 $ 30,921 $ 36,728 $ 31,210 $ 28,221 $ 24,431 MC 29,380 29,944 37,429 37,686 40,311 37,214 42,448 46,879 47,323 AMH 16,132 17,588 14,914 20,409 25,463 25,542 22,226 19,096 22,367 Total Segment Profit $ 68,075 $ 76,025 $ 81,324 $ 87,629 $ 96,695 $ 99,484 $ 95,884 $ 94,196 $ 94,121 1. In 1Q19 the Company has changed its definition of segment profit to include inter-segment sales. Prior period information was recast to reflect the change. 17
NON-GAAP SEGMENT TREND DATA1 $ in thousands Q117 Q217 Q317 Q417 Q118 Q218 Q318 Q418 Q119 Sales SCEM $ 114,435 $ 121,174 $ 124,522 $ 125,339 $ 130,743 $ 134,336 $ 131,234 $ 133,928 $ 124,470 MC 100,195 104,587 116,229 115,801 118,923 124,937 151,478 158,500 157,706 AMH 108,371 109,658 111,278 115,436 124,078 130,572 123,227 115,527 116,064 Inter-segment elimination (5,624) (6,417) (6,438) (6,014) (6,545) (6,786) (7,342) (6,313) (7,193) Total Sales $ 317,377 $ 329,002 $ 345,591 $ 350,562 $ 367,199 $ 383,059 $ 398,597 $ 401,642 $ 391,047 Adjusted Segment Profit SCEM2 $ 22,563 $ 28,493 $ 28,995 $ 29,534 $ 30,921 $ 36,728 $ 31,210 $ 28,221 $ 25,070 3 MC 29,380 31,387 37,625 37,686 40,311 37,422 45,729 50,258 50,082 AMH4 16,132 19,874 20,135 20,409 25,463 25,542 22,692 19,556 22,945 Total Adj. Segment Profit $ 68,075 $ 79,754 $ 86,755 $ 87,629 $ 96,695 $ 99,692 $ 99,631 $ 98,035 $ 98,097 Adjusted Segment Profit Margin SCEM 19.7% 23.5% 23.3% 23.6% 23.7% 27.3% 23.8% 21.1% 20.1% MC 29.3% 30.0% 32.4% 32.5% 33.9% 30.0% 30.2% 31.7% 31.8% AMH 14.9% 18.1% 18.1% 17.7% 20.5% 19.6% 18.4% 16.9% 19.8% 1. In 1Q19 the Company has changed its definition of segment profit to include inter-segment sales. Prior period information was recast to reflect the change. Segment profit excludes amortization of intangibles and unallocated expenses. 2. Adjusted segment profit for SCEM for Q317 excludes charges for severance related to organizational realignment $14. Adjusted segment profit for SCEM for Q119 excludes fair value mark-up of inventory and severance related to organizational realignment of $120 and $519, respectively. 3. Adjusted segment profit for MC for 2Q17 excludes charges for impairment of equipment and severance related to organizational realignment of $884 and $559, respectively. Adjusted segment profit for MC for Q317 and Q119 excludes charges for severance related to organizational realignment of $196 and $724, respectively. Adjusted segment profit for MC for Q218, Q318, Q418 and Q119 excludes charges for fair value mark-up of acquired inventory sold of $208, $3,281, $3,379, and $2,035 respectively. 4. Adjusted segment profit for AMH for 2Q17 excludes charges for impairment of equipment of $2,286. Adjusted segment profit for AMH for Q317 excludes charges for impairment of equipment and severance related to organizational realignment of $3,364 and $1,857, respectively. Adjusted segment profit for AMH for Q318 excludes loss on sale of subsidiary of $466. Adjusted segment profit for AMH for 4Q18 and 1Q19 excludes severance related to organizational realignment of $460 and $578, respectively.. 18