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) July 25, 2019
_______________________________________
Entegris, Inc.
(Exact name of registrant as specified in its charter)
_______________________________________
(State or Other Jurisdiction of Incorporation or Organization)
(Commission File Number) | (I.R.S. Employer Identification No.) | |
(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)
___________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of class | Trading Symbol(s) | Name of each exchange on which registered | ||
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:
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 July 25, 2019, Entegris, Inc. issued a press release to announce results for the second 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 | ||
101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |
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: July 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 + 1 952 556 1844 bill.seymour@entegris.com | |||
Exhibit 99.1
FOR RELEASE AT 6:00 AM EST
ENTEGRIS REPORTS RESULTS FOR SECOND QUARTER OF 2019
•Second-quarter revenue of $378.9 million, decreased 1% from prior year
•GAAP net income per diluted share of $0.91
•Non-GAAP net income per diluted share of $0.39
•Implementing operating model improvements expected to yield more than $20 million of annualized cost savings
BILLERICA, Mass., July 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 second quarter ended June 29, 2019.
Second-quarter sales were $378.9 million, a decrease of 1% from the same quarter last year. GAAP second-quarter net income was $124.0 million, or $0.91 per diluted share, which included $122 million net proceeds associated with the terminated Versum transaction, $16.6 million of amortization of intangible assets, $2.2 million of restructuring costs, $1.3 million of integration costs, $1.2 million in deal costs mainly associated with the terminated Versum transaction and a $700 thousand charge for fair value write-up of acquired inventory sold. Non-GAAP net income was $53.4 million and non-GAAP earnings per diluted share was $0.39.
Bertrand Loy, President and Chief Executive Officer, said: "The second quarter was soft for the industry and was somewhat softer than anticipated for Entegris. In spite of the pervasive uncertainty, we are seeing increased evidence that our business will be stronger in the second half of this year."
Mr. Loy added: "Entegris has never been better positioned and more relevant for our customers, as materials and contamination control are becoming increasingly critical to the industry roadmaps. As we’ve shown with the operating model improvements announced today and the recent acquisition of MPD, we are continually assessing and dynamically managing our business model and portfolio to drive growth and returns."
Quarterly Financial Results Summary
(in thousands, except per share data)
GAAP Results | Q2 2019 | Q2 2018 | Q1 2019 | |||
Net sales | $378,874 | $383,059 | $391,047 | |||
Operating income | $54,909 | $74,933 | $47,491 | |||
Operating margin | 14.5 | % | 19.6 | % | 12.1 | % |
Net income | $123,997 | $54,349 | $32,658 | |||
Diluted earnings per share (EPS) | $0.91 | $0.38 | $0.24 | |||
Non-GAAP Results | ||||||
Non-GAAP adjusted operating income | $76,793 | $93,473 | $92,180 | |||
Non-GAAP adjusted operating margin | 20.3 | % | 24.4 | % | 23.6 | % |
Non-GAAP net income | $53,432 | $69,835 | $67,894 | |||
Non-GAAP EPS | $0.39 | $0.49 | $0.50 | |||
Third-Quarter Outlook
For the third quarter ending September 28, 2019, the Company expects sales of $385 million to $400 million, net income of $40 million to $46 million and net income per diluted share between $0.29 and $0.34. On a non-GAAP basis, EPS is expected to range from $0.42 to $0.47 per diluted share, which reflects net income on a non-GAAP basis
_________________________________________________________________________ | ||
ENTEGRIS, INC. | 129 Concord Road, Building 2 | T + 1 978 436 6500 |
entegris.com | Billerica, MA 01821 USA | F + 1 978 436 6745 |
in the range of $57 million to $64 million, which is adjusted for expected amortization and restructuring & integration expenses of approximately $14.2 million (or $0.08 per share) and $8.6 million (or approximately $0.05 per share).
Organizational Changes
Entegris is implementing operating model improvements that will enable the company to be more responsive to customers, increase competitiveness, allow for scalable growth and result in significant cost savings. Efficiencies gained by these changes are expected to result in more than $20 million in annualized cost savings. These actions will largely be in place by the beginning of the fourth quarter this year.
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 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.
Second-Quarter Results Conference Call Details
Entegris will hold a conference call to discuss its results for the second quarter on Thursday, July 25, 2019, at 9:00 a.m. Eastern Time. Participants should dial 800-458-4121 or +1 323-794-2093, referencing confirmation code 9712936. 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 9712936. The replay will be available starting at 12:00 p.m. ET on Thursday, July 25 through September 7, 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 second 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 12
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, GAAP Net Income (Loss) to Non-GAAP Earnings per Share, GAAP Gross Profit to Adjusted Gross Profit and GAAP Segment Profit to Adjusted Operating Income 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; the impact, financial or otherwise, of any organizational changes; 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 effectively implement any organizational changes; 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 12
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Three months ended | ||||||||||
June 29, 2019 | June 30, 2018 | March 30, 2019 | ||||||||
Net sales | $ | 378,874 | $ | 383,059 | $ | 391,047 | ||||
Cost of sales | 212,600 | 200,681 | 213,654 | |||||||
Gross profit | 166,274 | 182,378 | 177,393 | |||||||
Selling, general and administrative expenses | 64,150 | 65,200 | 82,254 | |||||||
Engineering, research and development expenses | 30,624 | 30,231 | 28,991 | |||||||
Amortization of intangible assets | 16,591 | 12,014 | 18,657 | |||||||
Operating income | 54,909 | 74,933 | 47,491 | |||||||
Interest expense, net | 9,692 | 6,925 | 9,659 | |||||||
Other (income) expense, net | (122,015 | ) | 3,877 | (248 | ) | |||||
Income before income tax expense | 167,232 | 64,131 | 38,080 | |||||||
Income tax expense | 43,235 | 9,782 | 5,422 | |||||||
Net income | $ | 123,997 | $ | 54,349 | $ | 32,658 | ||||
Basic net income per common share: | $ | 0.92 | $ | 0.38 | $ | 0.24 | ||||
Diluted net income per common share: | $ | 0.91 | $ | 0.38 | $ | 0.24 | ||||
Weighted average shares outstanding: | ||||||||||
Basic | 135,378 | 141,701 | 135,299 | |||||||
Diluted | 136,581 | 143,238 | 136,692 | |||||||
Entegris, Inc. | page 4 of 12
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Six months ended | |||||||
June 29, 2019 | June 30, 2018 | ||||||
Net sales | $ | 769,921 | $ | 750,258 | |||
Cost of sales | 426,254 | 391,883 | |||||
Gross profit | 343,667 | 358,375 | |||||
Selling, general and administrative expenses | 146,404 | 123,469 | |||||
Engineering, research and development expenses | 59,615 | 57,817 | |||||
Amortization of intangible assets | 35,248 | 23,683 | |||||
Operating income | 102,400 | 153,406 | |||||
Interest expense, net | 19,351 | 14,151 | |||||
Other (income) expense, net | (122,263 | ) | 4,016 | ||||
Income before income tax expense | 205,312 | 135,239 | |||||
Income tax expense | 48,657 | 23,328 | |||||
Net income | $ | 156,655 | $ | 111,911 | |||
Basic net income per common share: | $ | 1.16 | $ | 0.79 | |||
Diluted net income per common share: | $ | 1.15 | $ | 0.78 | |||
Weighted average shares outstanding: | |||||||
Basic | 135,338 | 141,641 | |||||
Diluted | 136,637 | 143,445 | |||||
Entegris, Inc. | page 5 of 12
Entegris, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
June 29, 2019 | December 31, 2018 | |||||
ASSETS | ||||||
Cash and cash equivalents | $ | 521,382 | $ | 482,062 | ||
Trade accounts and notes receivable, net | 218,682 | 222,055 | ||||
Inventories, net | 261,934 | 268,140 | ||||
Deferred tax charges and refundable income taxes | 18,741 | 17,393 | ||||
Other current assets | 27,715 | 39,688 | ||||
Total current assets | 1,048,454 | 1,029,338 | ||||
Property, plant and equipment, net | 445,254 | 419,529 | ||||
Right-of-use assets | 44,176 | — | ||||
Goodwill | 583,328 | 550,202 | ||||
Intangible assets | 266,425 | 295,687 | ||||
Deferred tax assets and other noncurrent tax assets | 23,153 | 10,162 | ||||
Other | 13,932 | 12,723 | ||||
Total assets | $ | 2,424,722 | $ | 2,317,641 | ||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||
Long-term debt, current maturities | 4,000 | 4,000 | ||||
Accounts payable | 56,986 | 93,055 | ||||
Accrued liabilities | 117,783 | 141,020 | ||||
Income tax payable | 36,371 | 31,593 | ||||
Total current liabilities | 215,140 | 269,668 | ||||
Long-term debt, excluding current maturities | 933,675 | 934,863 | ||||
Long-term lease liability | 40,612 | — | ||||
Other liabilities | 132,746 | 101,085 | ||||
Shareholders’ equity | 1,102,549 | 1,012,025 | ||||
Total liabilities and shareholders’ equity | $ | 2,424,722 | $ | 2,317,641 | ||
Entegris, Inc. | page 6 of 12
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three months ended | Six months ended | |||||||||||
June 29, 2019 | June 30, 2018 | June 29, 2019 | June 30, 2018 | |||||||||
Operating activities: | ||||||||||||
Net income | $ | 123,997 | $ | 54,349 | $ | 156,655 | $ | 111,911 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
Depreciation | 18,596 | 15,802 | 35,317 | 31,699 | ||||||||
Amortization | 16,591 | 12,014 | 35,248 | 23,683 | ||||||||
Stock-based compensation expense | 4,936 | 4,429 | 9,589 | 8,557 | ||||||||
Other | 446 | 2,101 | 6,140 | 2,883 | ||||||||
Changes in operating assets and liabilities: | ||||||||||||
Trade accounts and notes receivable | 14,545 | 8,698 | 5,436 | 2,687 | ||||||||
Inventories | 5,840 | (7,517 | ) | 3,709 | (22,472 | ) | ||||||
Accounts payable and accrued liabilities | (7,688 | ) | 19,019 | (52,707 | ) | (14,966 | ) | |||||
Income taxes payable and refundable income taxes | 58,264 | (14,207 | ) | 15,391 | (7,515 | ) | ||||||
Other | (4,626 | ) | 3,601 | 13,585 | 639 | |||||||
Net cash provided by operating activities | 230,901 | 98,289 | 228,363 | 137,106 | ||||||||
Investing activities: | ||||||||||||
Acquisition of property and equipment | (25,636 | ) | (26,390 | ) | (60,101 | ) | (47,437 | ) | ||||
Acquisition of businesses, net of cash acquired | 522 | (342,569 | ) | (49,267 | ) | (380,225 | ) | |||||
Other | — | 1,759 | 197 | 1,905 | ||||||||
Net cash used in investing activities | (25,114 | ) | (367,200 | ) | (109,171 | ) | (425,757 | ) | ||||
Financing activities: | ||||||||||||
Payments on long-term debt | (1,000 | ) | (2,000 | ) | (2,000 | ) | (27,000 | ) | ||||
Issuance of common stock | — | 2,554 | 917 | 3,027 | ||||||||
Taxes paid related to net share settlement of equity awards | (574 | ) | (290 | ) | (8,301 | ) | (14,413 | ) | ||||
Repurchase and retirement of common stock | (15,000 | ) | (10,000 | ) | (50,321 | ) | (20,000 | ) | ||||
Dividend payments | (9,494 | ) | (9,919 | ) | (18,964 | ) | (19,802 | ) | ||||
Other | (247 | ) | 1,750 | (497 | ) | 1,504 | ||||||
Net cash used in financing activities | (26,315 | ) | (17,905 | ) | (79,166 | ) | (76,684 | ) | ||||
Effect of exchange rate changes on cash | (450 | ) | (6,314 | ) | (706 | ) | (2,967 | ) | ||||
Increase (decrease) in cash and cash equivalents | 179,022 | (293,130 | ) | 39,320 | (368,302 | ) | ||||||
Cash and cash equivalents at beginning of period | 342,360 | 550,236 | 482,062 | 625,408 | ||||||||
Cash and cash equivalents at end of period | $ | 521,382 | $ | 257,106 | $ | 521,382 | $ | 257,106 | ||||
Entegris, Inc. | page 7 of 12
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 | Six months ended | |||||||||||||||
Net sales | June 29, 2019 | June 30, 2018 | March 30, 2019 | June 29, 2019 | June 30, 2018 | |||||||||||
Specialty Chemicals and Engineered Materials | $ | 127,552 | $ | 134,336 | $ | 124,470 | $ | 252,022 | $ | 265,079 | ||||||
Microcontamination Control | 150,185 | 124,937 | 157,706 | 307,891 | 243,860 | |||||||||||
Advanced Materials Handling | 107,515 | 130,572 | 116,064 | 223,579 | 254,650 | |||||||||||
Inter-segment elimination | (6,378 | ) | (6,786 | ) | (7,193 | ) | (13,571 | ) | (13,331 | ) | ||||||
Total net sales | $ | 378,874 | $ | 383,059 | $ | 391,047 | $ | 769,921 | $ | 750,258 | ||||||
Three months ended | Six months ended | |||||||||||||||
Segment profit | June 29, 2019 | June 30, 2018 | March 30, 2019 | June 29, 2019 | June 30, 2018 | |||||||||||
Specialty Chemicals and Engineered Materials | $ | 24,000 | $ | 36,728 | $ | 24,431 | $ | 48,431 | $ | 67,649 | ||||||
Microcontamination Control | 43,126 | 37,214 | 47,323 | 90,449 | 77,525 | |||||||||||
Advanced Materials Handling | 15,043 | 25,542 | 22,367 | 37,410 | 51,005 | |||||||||||
Total segment profit | 82,169 | 99,484 | 94,121 | 176,290 | 196,179 | |||||||||||
Amortization of intangible assets | 16,591 | 12,014 | 18,657 | 35,248 | 23,683 | |||||||||||
Unallocated expenses | 10,669 | 12,537 | 27,973 | 38,642 | 19,090 | |||||||||||
Total operating income | $ | 54,909 | $ | 74,933 | $ | 47,491 | $ | 102,400 | $ | 153,406 | ||||||
Entegris, Inc. | page 8 of 12
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP Gross Profit to Adjusted Gross Profit
(In thousands)
(Unaudited)
Three months ended | Six months ended | |||||||||||||||
June 29, 2019 | June 30, 2018 | March 30, 2019 | June 29, 2019 | June 30, 2018 | ||||||||||||
Net sales | $ | 378,874 | $ | 383,059 | $ | 391,047 | $ | 769,921 | $ | 750,258 | ||||||
Gross profit-GAAP | $ | 166,274 | $ | 182,378 | $ | 177,393 | $ | 343,667 | $ | 358,375 | ||||||
Adjustments to gross profit: | ||||||||||||||||
Severance and restructuring costs | — | — | 358 | 358 | — | |||||||||||
Charge for fair value mark-up of acquired inventory sold | 695 | 208 | 2,155 | 2,850 | 208 | |||||||||||
Adjusted gross profit | $ | 166,969 | $ | 182,586 | $ | 179,906 | $ | 346,875 | $ | 358,583 | ||||||
Gross margin - as a % of net sales | 43.9 | % | 47.6 | % | 45.4 | % | 44.6 | % | 47.8 | % | ||||||
Adjusted gross margin - as a % of net sales | 44.1 | % | 47.7 | % | 46.0 | % | 45.1 | % | 47.8 | % | ||||||
Entegris, Inc. | page 9 of 12
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 | Six months ended | |||||||||||||||
Segment profit-GAAP | June 29, 2019 | June 30, 2018 | March 30, 2019 | June 29, 2019 | June 30, 2018 | |||||||||||
Specialty Chemicals and Engineered Materials | $ | 24,000 | $ | 36,728 | $ | 24,431 | $ | 48,431 | $ | 67,649 | ||||||
Microcontamination Control | 43,126 | 37,214 | 47,323 | 90,449 | 77,525 | |||||||||||
Advanced Materials Handling | 15,043 | 25,542 | 22,367 | 37,410 | 51,005 | |||||||||||
Total segment profit | 82,169 | 99,484 | 94,121 | 176,290 | 196,179 | |||||||||||
Amortization of intangible assets | 16,591 | 12,014 | 18,657 | 35,248 | 23,683 | |||||||||||
Unallocated expenses | 10,669 | 12,537 | 27,973 | 38,642 | 19,090 | |||||||||||
Total operating income | $ | 54,909 | $ | 74,933 | $ | 47,491 | $ | 102,400 | $ | 153,406 | ||||||
Three months ended | Six months ended | |||||||||||||||
Adjusted segment profit | June 29, 2019 | June 30, 2018 | March 30, 2019 | June 29, 2019 | June 30, 2018 | |||||||||||
Specialty Chemicals and Engineered Materials1 | $ | 24,695 | $ | 36,728 | $ | 25,070 | $ | 49,765 | $ | 67,649 | ||||||
Microcontamination Control 2 | 43,126 | 37,422 | 50,082 | 93,208 | 77,733 | |||||||||||
Advanced Materials Handling 3 | 15,043 | 25,542 | 22,945 | 37,988 | 51,005 | |||||||||||
Total adjusted segment profit | 82,864 | 99,692 | 98,097 | 180,961 | 196,387 | |||||||||||
Amortization of intangible assets4 | — | — | — | — | — | |||||||||||
Unallocated expenses5 | 6,071 | 6,219 | 5,917 | 11,988 | 12,772 | |||||||||||
Total adjusted operating income | $ | 76,793 | $ | 93,473 | $ | 92,180 | $ | 168,973 | $ | 183,615 | ||||||
1 Adjusted segment profit for Specialty Chemicals and Engineered Materials for the three months ended June 29, 2019, three months ended March 30, 2019 and for the six months ended June 29, 2019 excludes charges for fair value mark-up of acquired inventory sold of $695, $120 and $815, respectively. The three months ended March 30, 2019 and six months ended June 29, 2019 excludes charges for severance and restructuring of $519.
2 Adjusted segment profit for Microcontamination Control for the three and six months ended June 30, 2018, and the three months March 30, 2019 and six months ended June 29, 2019 excludes charges for fair value mark-up of acquired inventory sold of $208 and $2,035, respectively. Adjusted segment profit for three months ended March 30, 2019 and six months ended June 29, 2019 excludes charges for severance and restructuring of $724.
3Adjusted segment profit for Advanced Materials Handling for the three months ended March 30, 2019 and six months ended June 29, 2019 excludes charges for severance and restructuring of $578, respectively.
4 Adjusted amortization of intangible assets excludes amortization expense of $16,591, $12,014 and $18,657 for the three months ended June 29, 2019, June 30, 2018 and March 30, 2019 respectively and $35,248 and $23,683 for the six months ended June 29, 2019 and June 30, 2018, respectively
5 Adjusted unallocated expenses for the three months ended June 29, 2019, June 30, 2018, and March 30, 2019 excludes deal and integration expenses of $2,428, $6,318, and $22,056. Adjusted unallocated expenses for the six months ended June 29, 2019 and June 30, 2018 excludes deal and integration expenses of $24,484 and $6,318. Adjusted unallocated expenses for the three and six months ended June 29, 2019 excludes restructuring charges of $2,170.
Entegris, Inc. | page 10 of 12
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP Net Income to Adjusted Operating Income and Adjusted EBITDA
(In thousands)
(Unaudited)
Three months ended | Six months ended | |||||||||||||||
June 29, 2019 | June 30, 2018 | March 30, 2019 | June 29, 2019 | June 30, 2018 | ||||||||||||
Net sales | $ | 378,874 | $ | 383,059 | $ | 391,047 | $ | 769,921 | $ | 750,258 | ||||||
Net income | $ | 123,997 | $ | 54,349 | $ | 32,658 | $ | 156,655 | $ | 111,911 | ||||||
Adjustments to net income: | ||||||||||||||||
Income tax expense | 43,235 | 9,782 | 5,422 | 48,657 | 23,328 | |||||||||||
Interest expense, net | 9,692 | 6,925 | 9,659 | 19,351 | 14,151 | |||||||||||
Other (income) expense, net | (122,015 | ) | 3,877 | (248 | ) | (122,263 | ) | 4,016 | ||||||||
GAAP - Operating income | 54,909 | 74,933 | 47,491 | 102,400 | 153,406 | |||||||||||
Charge for fair value write-up of acquired inventory sold | 695 | 208 | 2,155 | 2,850 | 208 | |||||||||||
Deal costs | 1,164 | 5,121 | 19,136 | 20,300 | 5,121 | |||||||||||
Integration costs | 1,264 | 1,197 | 2,920 | 4,184 | 1,197 | |||||||||||
Severance and restructuring costs | 2,170 | — | 1,821 | 3,991 | — | |||||||||||
Amortization of intangible assets | 16,591 | 12,014 | 18,657 | 35,248 | 23,683 | |||||||||||
Adjusted operating income | 76,793 | 93,473 | 92,180 | 168,973 | 183,615 | |||||||||||
Depreciation | 18,596 | 15,802 | 16,721 | 35,317 | 31,699 | |||||||||||
Adjusted EBITDA | $ | 95,389 | $ | 109,275 | $ | 108,901 | $ | 204,290 | $ | 215,314 | ||||||
Adjusted operating margin | 20.3 | % | 24.4 | % | 23.6 | % | 21.9 | % | 24.5 | % | ||||||
Adjusted EBITDA - as a % of net sales | 25.2 | % | 28.5 | % | 27.8 | % | 26.5 | % | 28.7 | % | ||||||
Entegris, Inc. | page 11 of 12
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 | Six months ended | |||||||||||||||
June 29, 2019 | June 30, 2018 | March 30, 2019 | June 29, 2019 | June 30, 2018 | ||||||||||||
GAAP net income | $ | 123,997 | $ | 54,349 | $ | 32,658 | $ | 156,655 | $ | 111,911 | ||||||
Adjustments to net income: | ||||||||||||||||
Charge for fair value write-up of acquired inventory sold | 695 | 208 | 2,155 | 2,850 | 208 | |||||||||||
Deal costs | 1,164 | 5,121 | 19,547 | 20,711 | 5,121 | |||||||||||
Integration costs | 1,264 | 1,197 | 2,920 | 4,184 | 1,197 | |||||||||||
Severance and restructuring costs | 2,170 | — | 1,821 | 3,991 | — | |||||||||||
Versum termination fee, net | (122,000 | ) | — | — | (122,000 | ) | — | |||||||||
Amortization of intangible assets | 16,591 | 12,014 | 18,657 | 35,248 | 23,683 | |||||||||||
Tax effect of legal entity restructuring | 9,398 | — | — | 9,398 | — | |||||||||||
Tax effect of adjustments to net income and discrete items1 | 20,153 | (3,702 | ) | (9,864 | ) | 10,289 | (6,412 | ) | ||||||||
Tax effect of Tax Cuts and Jobs Act | — | 648 | — | — | 2,142 | |||||||||||
Non-GAAP net income | $ | 53,432 | $ | 69,835 | $ | 67,894 | $ | 121,326 | $ | 137,850 | ||||||
Diluted earnings per common share | $ | 0.91 | $ | 0.38 | $ | 0.24 | $ | 1.15 | $ | 0.78 | ||||||
Effect of adjustments to net income | $ | (0.52 | ) | $ | 0.11 | $ | 0.26 | $ | (0.26 | ) | $ | 0.18 | ||||
Diluted non-GAAP earnings per common share | $ | 0.39 | $ | 0.49 | $ | 0.50 | $ | 0.89 | $ | 0.96 | ||||||
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 12 of 12
Exhibit 99.2 Earnings Summary Second Quarter 2019 July 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; the impact, financial or otherwise, of any organizational changes; 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 effectively implement any organizational changes; 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 Gross Profit,” “Adjusted Operating 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
2Q19 SUMMARY o Second-quarter revenue of $378.9 million, decreased 1% from prior year o GAAP diluted EPS was $0.91 o Non-GAAP diluted EPS was $0.39 o SCEM division sequential sales growth of 2%, led by a record quarter in advanced deposition materials o Implementing operating model improvements expected to yield more than $20 million of annualized cost savings o Acquired MPD Chemicals in July o Announced 14% percent increase in quarterly dividend in July 3
Summary – Consolidated Statement of Operations (GAAP) 2Q19 over 2Q19 over $ in millions, except per share data 2Q19 2Q19 Guidance 1Q19 2Q18 2Q18 1Q19 Net Revenue $378.9 $375 - $390 $391.0 $383.1 (1.1%) (3.1%) Gross Margin 43.9% 45.4% 47.6% Operating Expenses $111.4 $126 - $128 $129.9 $107.4 3.6% (14.3%) Operating Income $54.9 $47.5 $74.9 (26.7%) 15.6% Operating Margin 14.5% 12.1% 19.6% Tax Rate 25.9% 14.2% 15.3% Net Income $124.0 $137 - $144 $32.7 $54.3 128.1% 279.7% Earnings per diluted share $0.91 $1.00 - $1.05 $0.24 $0.38 139.5% 279.2% 4
Summary – Consolidated Statement of Operations (Non-GAAP)1 2Q19 over 2Q19 over $ in millions, except per share data 2Q19 2Q19 Guidance 1Q19 2Q18 2Q18 1Q19 Net Revenue $378.9 $375 - $390 $391.0 $383.1 (1.1%) (3.1%) Adjusted Gross Margin2 44.1% 46.0% 47.7% Non-GAAP Operating $90.2 $89 - $91 $87.7 $89.1 1.2% 2.8% Expenses3 Adjusted Operating Income $76.8 $92.2 $93.5 (17.8%) (16.7%) Adjusted Operating Margin 20.3% 23.6% 24.4% Non-GAAP Tax Rate4 20.4% 18.4% 15.5% Non-GAAP Net Income5 $53.4 $55 - $62 $67.9 $69.8 (23.5%) (21.3%) Non-GAAP EPS $0.39 $0.40 - $0.45 $0.50 $0.49 (20.4%) (22.0%) 1. See GAAP to Non-GAAP reconciliation tables in the appendix of this presentation. 2. Adjusted Gross Margin excludes charge for fair value write-up of acquired inventory sold and severance and restructuring costs. 3. Non-GAAP Operating Expenses exclude amortization expense, deal costs, integration costs, and severance and restructuring 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, the tax effect of non-GAAP adjustments and discrete tax items to GAAP taxes. 5
RESULTS BY SEGMENT1 Specialty Chemicals Microcontamination Advanced and Engineered Control Segment3 Materials Handling 2 Materials Segment 4 $ in millions Segment $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% 2Q18 3Q18 4Q18 1Q19 2Q19 $0 0% 2Q18 3Q18 4Q18 1Q19 2Q19 2Q18 3Q18 4Q18 1Q19 2Q19 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 of $120K and $695K for 1Q19 and 2Q19, respectively and severance charges of $519K in 1Q19. 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 charges 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 and restructuring charges of $460K and $578K for 4Q18 and 1Q19, respectively. 6
REVENUE BY GEOGRAPHY: Strong growth in China and Taiwan YTD19 Revenue by Geography YTD19 vs. YTD18 Growth Rate Revenue = $ million Taiwan 11% Taiwan N. America 5% N. America $147.3M $179.3M South Korea -3% Southeast Japan -6% Asia $50.9M $68.6M Europe China 14% $124.1M Europe 0% $99.9M Japan Southeast Asia -12% South Korea $99.8M China -20% -10% 0% 10% 20% 7
Summary – Balance Sheet Items $ in millions 2Q19 1Q19 2Q18 $ Amount % Total $ Amount % Total $ Amount % Total Cash & Cash Equivalents $521.4 21.5% $342.4 14.8% $257.1 12.7% Accounts Receivable, net $218.7 9.0% $232.1 10.0% $200.4 9.9% Inventories $261.9 10.8% $271.5 11.7% $265.4 13.1% Net PP&E $445.3 18.4% $442.4 19.1% $380.3 18.8% Total Assets $2,424.7 $2,314.0 $2,066.1 Current Liabilities1 $215.1 8.9% $212.8 9.2% $204.3 10.1% Long-term debt, excluding $933.7 38.5% $934.3 40.4% $650.2 32.1% current maturities Total Liabilities $1,322.2 54.5% $1,313.5 56.8% $1,013.2 49.0% Total Shareholders’ Equity $1,102.5 45.5% $1,000.5 43.2% $1,052.9 51.0% AR – DSOs 52.7 54.2 47.7 Inventory Turns 3.2 3.2 3.3 1. Current Liabilities in 2Q19 and 1Q19 includes $4 million of current maturities of long term debt. 8
ADJUSTED EBITDA MARGIN1 Adjusted EBITDA and EBITDA Margin 28.9% 27.7% 27.7% 27.7% 28.5% 27.5% 27.8% 26.8% $109 $110 $110 $109 $106 25.2% 23.9% $96 $97 $95 80 $88 $76 40 0 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 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 2Q19 1Q19 2Q18 Beginning Cash Balance $342.4 $482.1 $550.2 Cash provided by (used in) operating activities $230.9 ($2.5) $98.3 Capital expenditures ($25.6) ($34.5) ($26.4) Acquisition of business $0.5 ($49.8) ($342.6) Payments on long-term debt ($1.0) ($1.0) ($2.0) Repurchase and retirement of common stock ($15.0) ($35.3) ($10.0) Dividend payments ($9.5) ($9.5) ($9.9) Other investing activities - $0.2 $1.8 Other financing activities ($0.8) ($7.1) $4.0 Effect of exchange rates ($0.5) ($0.2) ($6.3) Ending Cash Balance $521.4 $342.4 $257.1 Free Cash Flow1 $205.3 ($37.0) $71.9 Adjusted EBITDA $95.4 $108.9 $109.3 1. Free cash flow equals cash from operations less capital expenditures. 10
Thoughtful and balanced capital allocation More than $3.0 billion allocated over the past 6 years1 Acquisition of ATMI in 2014 ($810M net of cash acquired), PSS, Acquisitions Saes Pure Gas, DSC and MPD continued “bolt on” acquisitions $1.5B broadened capabilities and leveraged global platform Continued investments and deployment of new products, $641 ER&D increased customer value, and drove competitive advantage CapEx Increased investments to support superior growth and results $519 Debt Deleveraging increases financial flexibility $351 Repayment2 Initiated $10M quarterly share buyback in Q3 2017; increased Share Buyback to $15m in Q2 2019. In Q4 2018 and Q1 2019, repurchased $260 $179M or 6.6 million shares. Initiated dividend in October 2017. Increased to $0.08 per Dividend share in July 2019. $68 1Reflects 2013-2019 Q2 capital allocations. 11 2 Debt reduction following ATMI purchase to 11/18 refinance.
Entegris Updated Capital Allocation Principles Capital Structure Targets Capital Allocation Priorities • Minimum cash balance of approximately $200 million 1. Investments in R&D and CAPEX (globally) • ER&D: 8% of sales target • A debt rating of Ba1 or better • CAPEX: 7% of sales target 2. Value Accretive Acquisitions • Intend to be a consolidator • Targets: Core semiconductor and other adjacent markets • Financial Criteria Includes: (1) Accretion by year 2; (2) High single-digit ROIC by year 3; and (3) Growth enabling capabilities or market expansion 3. Return of Capital: Dividends and Share Buybacks1 • 60% target payout of annual free cash flow • Dividend Target: Ongoing dividend with incremental increases as free cash flow warrants • Share Buybacks: Approximately $15 million per quarter, plus opportunistic buybacks when appropriate 1 Capital allocation parameters could change depending on the level of acquisition activity 12
Outlook GAAP $ in millions, except per share data 3Q19 Guidance 2Q19 Actual 2Q18 Actual Net Revenue $385 -$400 $378.9 $383.1 Operating Expenses $115 - $117 $111.4 $107.4 Net Income $40 - $46 $124.0 $54.3 Earnings (Per Diluted Share) $0.29 - $0.34 $0.91 $0.38 Non-GAAP $ in millions, except per share data 3Q19 Guidance 2Q19 Actual 2Q18 Actual Net Revenue $385 -$400 $378.9 $383.1 Non-GAAP Operating Expenses1 $92 - $94 $90.2 $89.1 Non-GAAP Net Income $57 - $64 $53.4 $69.8 Non-GAAP EPS $0.42 - $0.47 $0.39 $0.49 1 Non-GAAP operating expenses exclude amortization and integration expenses. In 3Q19, amortization is estimated to be approximately $14.2 million and restructuring & integration expenses are estimated to be approximately $8.6 million, or a total of $0.13 per share. 13
Entegris®, the Entegris Rings Design™ and Pure Advantage™ are trademarks of Entegris, Inc. ©2016 Entegris, Inc. All rights reserved.
Non-GAAP Reconciliation Table Reconciliation of GAAP Gross Profit to Adjusted Gross Profit Three months ended Six months ended June 29, 2019 June 30, 2018 March 30, 2019 June 29, 2019 June 30, 2018 Net Sales $378,874 $383,059 $391,047 $769,921 $750,258 Gross profit-GAAP $166,274 $182,378 $177,393 $343,667 $358,375 Adjustments to gross profit: Charge for fair value mark-up of acquired inventory sold 695 208 2,155 2,850 208 Severance and restructuring costs - - 358 358 - Adjusted gross profit $166,969 $182,586 $179,906 $346,875 $358,583 Gross margin - as a % of net sales 43.9% 47.6% 45.4% 44.6% 47.8% Adjusted gross margin - as a % of net sales 44.1% 47.7% 46.0% 45.1% 47.8% 15
NON-GAAP RECONCILIATION TABLE RECONCILIATION OF GAAP SEGMENT PROFIT TO ADJUSTED OPERATING INCOME in thousands Three months ended Six months ended Segment profit-GAAP June 29, 2019 June 30, 2018 March 30, 2019 June 29, 2019 June 30, 2018 Specialty Chemicals and Engineered Materials $24,000 $36,728 $24,431 $48,431 $67,649 Microcontamination Control 43,126 37,214 47,323 90,449 77,525 Advanced Materials Handling 15,043 25,542 22,367 37,410 51,005 Total segment profit 82,169 99,484 94,121 176,290 196,179 Amortization of intangible assets 16,591 12,014 18,657 35,248 23,683 Unallocated expenses 10,669 12,537 27,973 38,642 19,090 Total operating income $54,909 $74,933 $47,491 $102,400 $153,406 Three months ended Six months ended Adjusted segment profit June 29, 2019 June 30, 2018 March 30, 2019 June 29, 2019 June 30, 2018 Specialty Chemicals and Engineered Materials $24,695 $36,728 $25,070 $49,765 $67,649 Microcontamination Control1 43,126 37,422 50,082 93,208 77,733 Advanced Materials Handling2 15,043 25,542 22,945 37,988 51,005 Total adjusted segment profit 82,864 99,692 98,097 180,961 196,387 Amortization of intangible assets3 - - - - - Unallocated expenses4 6,071 6,219 5.917 11,988 12,772 Total adjusted operating income $76,793 $93,473 $92,180 $163,973 $183,615 1. Adjusted segment profit for SCEM for the three months ended June 29, 2019, three months ended March 30, 2019 and for the six months ended June 29, 2019 excludes charges for fair value mark-up of acquired inventory sold of $695, $120 and $815, respectively. The three months ended March 30, 2019 and six months ended June 29, 2019 excludes charges for severance and restructuring of $519. 2. Adjusted segment profit for MC for the three and six months ended June 30, 2018, and the three months March 30, 2019 and six months ended June 29, 2019 excludes charges for fair value mark-up of acquired inventory sold of $208 and $2,035. Adjusted segment profit for three months ended March 30, 2019 and six months ended June 29, 2019 excludes charges for severance and restructuring of $724. 3. Adjusted segment profit for AMH for the three months ended March 30, 2019 and six months ended June 29, 2019 excludes charges for and restructuring of $578, respectively. 4. Adjusted amortization of intangible assets excludes amortization expense of $16,591, $12,014 and $18,657 for the three months ended June 29, 2019, June 30, 2018 and March 30, 2019 respectively and $35,248 and $23,683 for the six months ended June 29, 2019 and June 30, 2018, respectively 5 Adjusted unallocated expenses for the three months ended June 29, 2019, June 30, 2018, and March 30, 2019 excludes deal and integration expenses of $2,428, $6,318, and $22,056. Adjusted unallocated expenses for the six months ended June 29, 2019 and June 30, 2018 excludes deal and integration expenses of $24,484 and $5,318. Adjusted unallocated expenses for the three and six months ended June 29, 2019 excludes restructuring charges of $2,170. 16
NON-GAAP RECONCILIATION TABLE RECONCILIATION OF GAAP TO ADJUSTED OPERATING INCOME AND ADJUSTED EBITDA Three months ended Six months ended $ in thousands June 29, 2019 June 30, 2018 March 30, 2019 June 29, 2019 June 30, 2018 Net sales $378,874 $383,059 $391,047 $769,921 $750,258 Net income $123,997 $54,349 $32,658 $156,655 $111,911 Adjustments to net income: Income tax expense 43,235 9,782 5,422 48,657 23,328 Interest expense, net 9,692 6,925 9,659 19,351 14,151 Other (income) expense, net (122,015) 3,877 (248) (122,263) 4,016 GAAP - Operating income 54,909 74,933 47,491 102,400 153,406 Charge for fair value write-up of acquired inventory sold 695 208 2,155 2,850 208 Deal Costs 1,164 5,121 19,136 20,300 5,121 Integration Costs 1,264 1,197 2,920 4,184 1,197 Severance and restructuring costs 2,170 - 1,821 3,991 - Amortization of intangible assets 16,591 12,014 18,657 35,248 23,683 Adjusted operating income 76,793 93,473 92,180 168,973 183,615 Depreciation 18,596 15,802 16,721 35,317 31,699 Adjusted EBITDA $93,389 $109,275 $108,901 $204,290 $215,314 Adjusted operating margin 20.3% 24.4% 23.6% 21.9% 24.5% Adjusted EBITDA - as a % of net sales 25.2% 28.5% 27.8% 26.5% 28.7% 17
NON-GAAP RECONCILIATION TABLE RECONCILIATION OF GAAP TO NON-GAAP EARNINGS PER SHARE Three months ended Six months ended $ in thousands, except per share data June 29, 2019 June 30, 2018 March 30, 2019 June 29, 2019 June 30, 2018 GAAP net income $123,997 $54,349 $32,658 $156,655 $111,911 Adjustments to net income: Charge for fair value write-up of acquired inventory sold 695 208 2,155 2,850 208 Deal Costs 1,164 5,121 19,547 20,711 5,121 Integration Costs 1,264 1,197 2,920 4,184 1,197 Severance and restructuring costs 2,170 - 1,821 3,991 - Versum termination fee, net (122,000) - - (122,000) - Amortization of intangible assets 16,591 12,014 18,657 35,248 23,683 Tax effect of legal entity restructuring 9,398 - - 9,398 - Tax effect of adjustments to net income and discrete items1 20,153 (3,702) (9,864) 10,289 (6,412) Tax effect of Tax Cuts and Jobs Act - 648 - - 2,142 Non-GAAP net income $53,432 $69,835 $67,894 $121,326 $137,850 Diluted earnings per common share $0.91 $0.38 $0.24 $1.15 $0.78 Effect of adjustments to net income ($0.52) $0.11 $0.26 ($0.26) $0.18 Diluted non-GAAP earnings per common share $0.39 $0.49 $0.50 $0.89 $0.96 18
GAAP Segment Trend Data1 $ in thousands Q117 Q217 Q317 Q417 Q118 Q218 Q318 Q418 Q119 Q219 Sales SCEM $ 114,435 $ 121,174 $ 124,522 $ 125,339 $ 130,743 $ 134,336 $ 131,234 $ 133,928 $ 124,470 $ 127,552 MC 100,195 104,587 116,229 115,801 118,923 124,937 151,478 158,500 157,706 150,185 AMH 108,371 109,658 111,278 115,436 124,078 130,572 123,227 115,527 116,064 107,515 Inter-segment elimination (5,624) (6,417) (6,438) (6,014) (6,545) (6,786) (7,342) (6,313) (7,193) (6,378) Total Sales $ 317,377 $ 329,002 $ 345,591 $ 350,562 $ 367,199 $ 383,059 $ 398,597 $ 401,642 $ 391,047 $ 378,874 Segment Profit SCEM $ 22,563 $ 28,493 $ 28,981 $ 29,534 $ 30,921 $ 36,728 $ 31,210 $ 28,221 $ 24,431 $ 24,000 MC 29,380 29,944 37,429 37,686 40,311 37,214 42,448 46,879 47,323 43,126 AMH 16,132 17,588 14,914 20,409 25,463 25,542 22,226 19,096 22,367 15,043 Total Segment Profit $ 68,075 $ 76,025 $ 81,324 $ 87,629 $ 96,695 $ 99,484 $ 95,884 $ 94,196 $ 94,121 $ 82,169 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. 19
NON-GAAP Segment Trend Data1 $ in thousands Q117 Q217 Q317 Q417 Q118 Q218 Q318 Q418 Q119 Q219 Sales SCEM $ 114,435 $ 121,174 $ 124,522 $ 125,339 $ 130,743 $ 134,336 $ 131,234 $ 133,928 $ 124,470 $ 127,552 MC 100,195 104,587 116,229 115,801 118,923 124,937 151,478 158,500 157,706 150,185 AMH 108,371 109,658 111,278 115,436 124,078 130,572 123,227 115,527 116,064 107,515 Inter-segment elimination (5,624) (6,417) (6,438) (6,014) (6,545) (6,786) (7,342) (6,313) (7,193) (6,378) Total Sales $ 317,377 $ 329,002 $ 345,591 $ 350,562 $ 367,199 $ 383,059 $ 398,597 $ 401,642 $ 391,047 $ 378,874 Adjusted Segment Profit SCEM2 $ 22,563 $ 28,493 $ 28,995 $ 29,534 $ 30,921 $ 36,728 $ 31,210 $ 28,221 $ 25,070 $ 24,695 3 MC 29,380 31,387 37,625 37,686 40,311 37,422 45,729 50,258 50,082 43,126 4 AMH 16,132 19,874 20,135 20,409 25,463 25,542 22,692 19,556 22,945 15,043 Total Adj. Segment Profit $ 68,075 $ 79,754 $ 86,755 $ 87,629 $ 96,695 $ 99,692 $ 99,631 $ 98,035 $ 98,097 $ 82,864 Adjusted Segment Profit Margin SCEM 19.7% 23.5% 23.3% 23.6% 23.7% 27.3% 23.8% 21.1% 20.1% 19.4% MC 29.3% 30.0% 32.4% 32.5% 33.9% 30.0% 30.2% 31.7% 31.8% 28.7% AMH 14.9% 18.1% 18.1% 17.7% 20.5% 19.6% 18.4% 16.9% 19.8% 14.0% 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 3Q17 excludes charges for severance of $14. Adjusted segment profit for SCEM for 1Q19 and 2Q19 excludes fair value mark-up of inventory and severance charges of $120 and $695, respectively. 3. Adjusted segment profit for MC for 2Q17 excludes charges for impairment of equipment and severance of $884 and $559, respectively. Adjusted segment profit for MC for Q317 excludes charges for severance of $196. 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. Adjusted segment profit for MC for Q119 also excludes severance charges of $724. 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 and restructuring of $3,364 and $1,857, respectively. Adjusted segment profit for AMH for Q318 excludes loss on sale of subsidiary of $466. Adjusted 20 segment profit for AMH for 4Q18 excludes severance of $460. Adjusted segment profit for AMH for 1Q19 excludes restructuring charges of $578.