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) February 1, 2022
_______________________________________
Entegris, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-32598
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41-1941551
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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129 Concord Road, Billerica, MA
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01821
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(Address of principal executive offices)
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(Zip Code)
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(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)
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common stock, $0.01 par value per share
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ENTG
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The Nasdaq Stock Market LLC
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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.
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On February 1, 2022, Entegris, Inc. issued a press release to announce results for the fourth quarter of 2021 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.
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(d) Exhibits
EXHIBIT INDEX
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Exhibit
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No.
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Description
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99.1
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99.2
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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ENTEGRIS, INC.
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Dated: February 1, 2022
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By:
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/s/ Gregory B. Graves
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Name:
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Gregory B. Graves
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Title:
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Executive Vice President and Chief Financial Officer
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PRESS RELEASE
Bill Seymour
VP of Investor Relations
T + 1 952 556 1844
bill.seymour@entegris.com
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Exhibit 99.1
FOR RELEASE AT 6:00 AM EDT
ENTEGRIS REPORTS RESULTS FOR FOURTH QUARTER OF 2021
•Fourth-quarter revenue of $635 million, increased 23% from prior year
•Fourth-quarter GAAP diluted EPS of $0.87, increased 38%
•Fourth-quarter non-GAAP diluted EPS of $0.96, increased 35%
•2021 revenue of $2,299 million, increased 24% from prior year
•2021 GAAP diluted EPS of $3.00, increased 39%
•2021 Non-GAAP diluted EPS of $3.44, increased 35%
BILLERICA, Mass., February 1, 2022 - Entegris, Inc. (NASDAQ: ENTG), today reported its financial results for the Company’s fourth quarter ended December 31, 2021.
Fourth-quarter sales were $635.2 million, an increase of 23% from the same quarter last year. Fourth-quarter GAAP
net income was $118.2 million, or $0.87 per diluted share, which included $12.2 million of amortization of intangible assets and $4.7 million of deal and transaction costs. Non-GAAP net income was $131.8 million for the fourth quarter and non-GAAP
earnings per diluted share was $0.96.
Bertrand Loy, Entegris’ president and chief executive officer, said: “Our fourth quarter results capped off a record year for Entegris. I am
very proud of the 24 percent sales growth our team achieved in 2021, especially in light of the challenging operating environment. Our strong position in leading-edge solutions that are of increasing importance to customers, drove this above-market
growth.”
Mr. Loy added: “Market demand is expected to be strong in 2022 and we have increased conviction in the secular growth of the semiconductor
market. In addition, node transitions continue at a rapid pace and device architectures are becoming much more complex. Our capabilities are indispensable enablers of these technologies and translate into a steadily expanding Entegris content per
wafer.”
Mr. Loy added: “We are very excited about the pending acquisition of CMC Materials and the potential to create enhanced value for customers.
We look forward to closing the acquisition and welcoming our new colleagues to the Entegris team.”
Quarterly Financial Results Summary
(in thousands, except percentages and per share data)
| GAAP Results | December 31, 2021 | December 31, 2020 | October 2, 2021 | ||||||||
| Net sales | $635,204 | $517,594 | $579,493 | ||||||||
| Operating income | $159,544 | $113,228 | $139,357 | ||||||||
| Operating margin - as a % of net sales | 25.1 | % | 21.9 | % | 24.0 | % | |||||
| Net income | $118,219 | $86,624 | $117,461 | ||||||||
| Diluted earnings per common share | $0.87 | $0.63 | $0.86 | ||||||||
| Non-GAAP Results | |||||||||||
| Non-GAAP adjusted operating income | $176,770 | $126,945 | $152,696 | ||||||||
| Non-GAAP adjusted operating margin - as a % of net sales | 27.8 | % | 24.5 | % | 26.3 | % | |||||
| Non-GAAP net income | $131,783 | $97,123 | $125,383 | ||||||||
| Diluted non-GAAP earnings per common share | $0.96 | $0.71 | $0.92 | ||||||||
First-Quarter Outlook
For the first quarter ending April 2, 2022, the Company expects sales of $630 million to $650 million, net income of $111 million to $118
million and diluted earnings per common share between $0.81 and $0.86. On a non-GAAP basis, the Company expects diluted earnings per common share to range from $0.96 to $1.01, reflecting net income on a non-GAAP basis in the range of $131 million to
$138 million.
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, and safe and efficient delivery systems to support
semiconductor and other advanced manufacturing processes.
Microcontamination Control (MC): MC offers solutions to filter and 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 other substrates for a broad set of
applications in the semiconductor, life sciences and other high-technology industries.
Fourth-Quarter Results Conference Call Details
Entegris will hold a conference call to discuss its results for the fourth quarter on Tuesday, February 1, 2022, at 9:00 a.m. Eastern Time.
Participants should dial 888-394-8218 or +1 323-794-2588, referencing confirmation code 5961315. 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 5961315.
The call can also be accessed live and on-demand from the Investor Relations section of www.entegris.com. 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 fourth quarter will be posted on the Investor Relations section of www.entegris.com Tuesday morning before the call.
Entegris, Inc. - page 2 of 14
About Entegris
Entegris is a world-class supplier of advanced materials and process solutions for the semiconductor and other high-tech industries.
Entegris has approximately 6,600 employees throughout its global operations and is ISO 9001 certified. It 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, adjusted operating income, non-GAAP net income, non-GAAP adjusted operating margin and diluted non-GAAP earnings per common share, together with related measures
thereof, 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 provides supplemental non-GAAP financial measures to better understand and manage its business and believes these measures provide investors and
analysts additional and meaningful information for the assessment of the Company’s ongoing results. Management also uses these non-GAAP measures to assist in the evaluation of the performance of its business segments and to make operating decisions.
Management believes that the Company’s non-GAAP measures help indicate the Company’s baseline performance before certain gains, losses or other charges that may not be indicative of the Company’s business or future outlook, and that non-GAAP measures
offer a more consistent view of business performance. The Company believes the non-GAAP measures aid investors’ overall understanding of the Company’s results by providing a higher degree of transparency for such items and providing a level of
disclosure that will help investors generally understand how management plans, measures and evaluates the Company’s business performance. Management believes that the inclusion of non-GAAP measures provides greater consistency in its financial
reporting and facilitates investors’ understanding of the Company’s historical operating trends by providing an additional basis for comparisons to prior periods. The reconciliations of GAAP gross profit to adjusted gross profit, GAAP segment profit
to adjusted operating income, GAAP net income to adjusted operating income and adjusted EBITDA, GAAP net income and diluted earnings per common share to non-GAAP net income and diluted non-GAAP earnings per common share and GAAP outlook to non-GAAP
outlook are included elsewhere in this release.
Additional Information about the Merger and Where to Find It
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This communication relates to a proposed business combination between Entegris and CMC. In connection with the proposed transaction, Entegris filed with the Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4 (the “Registration Statement”) that included a proxy statement of CMC and that also constitutes a prospectus of Entegris. Each of Entegris and CMC may also file other relevant documents with the SEC regarding the
proposed transaction. This document is not a substitute for the proxy statement/prospectus or Registration Statement or any other document that Entegris or CMC may file with the SEC. The Registration Statement on Form S-4 was declared effective by
the SEC on January 28, 2022 and CMC commenced mailing of the definitive proxy statement/prospectus to its stockholders on or about January 28, 2022. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of these documents and other documents containing important information about Entegris and CMC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents
filed with the SEC by Entegris are available free of charge on Entegris’ website at http://Entegris.com or by contacting Entegris’ Investor Relations Department by email at irelations@Entegris.com or by phone at +1 978-436-6500. Copies of the
documents filed with the SEC by CMC are available free of charge on CMC’s website at www.CMCmaterials.com/investors or by contacting CMC’s Investor Relations Department by email at investors@CMCmaterials.com by phone at +1 630-499-2600.
Participants in the Solicitation
Entegris, CMC and certain of their respective directors and executive officers may be deemed to be participants
in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Entegris is set forth in Entegris’ in the definitive proxy statement/prospectus included in the Registration Statement,
and Entegris’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 5, 2021. Information about the directors and executive officers of CMC is set forth in the definitive proxy
statement/prospectus included in the Registration Statement, and CMC’s Annual Report on Form 10-K for the fiscal year ended
Entegris, Inc. - page 3 of 14
September 30, 2021, which was filed with the SEC on November 12, 2021 and amended by the Form 10-K/A filed with
the SEC on January 19, 2022. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in other relevant materials to be
filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the Registration Statement and the proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain
free copies of these documents from Entegris or CMC using the sources indicated above.
Cautionary Note on Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are
subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1993, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. The words “believe” “continue,”
“could,” “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, including statements related to anticipated results of operations, business strategies of Entegris, CMC and the combined company, anticipated benefits of the proposed transaction, the anticipated impact of the proposed transaction on
Entegris’ and CMC’s business and future financial and operating results, the expected amount and timing of synergies from the proposed transaction, the anticipated closing date for the proposed transaction and other aspects of CMC’s and Entegris’
operations or operating results, are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Entegris’ and CMC’s control, and could cause actual results to differ materially from those indicated in such
forward-looking statements. These factors and risks include, but are not limited to, (i) weakening of global and/or regional economic conditions, generally or specifically in the semiconductor industry, which could decrease the demand for Entegris’
and CMC’s products and solutions; (ii) the parties’ ability to meet rapid demand shifts; (iii) the parties’ ability to continue technological innovation and introduce new products to meet customers’ rapidly changing requirements; (iv) Entegris’ and
CMC’s ability to protect and enforce intellectual property rights; (v) operational, political and legal risks of Entegris’ and CMC’s international operations; (vi) the increasing complexity of certain manufacturing processes; (vii) raw material
shortages, supply and labor constraints and price increases; (viii) changes in government regulations of the countries in which Entegris and CMC operate; (ix) the fluctuation of currency exchange rates; (x) fluctuations in the market price of
Entegris’ stock; (xi) the level of, and obligations associated with, Entegris’ and CMC’s indebtedness; (xii) the impact of public health crises, such as pandemics (including coronavirus (COVID-19)) and epidemics and any related company or government
policies and actions to protect the health and safety of individuals or government policies or actions to maintain the functioning of national or global economies and markets; and (xiii) other risk factors and additional information. In addition,
risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the prompt and effective integration of Entegris’ businesses and the ability to achieve
the anticipated synergies and value-creation contemplated by the proposed transaction; the risk associated with CMC’s ability to obtain the approval of the proposed transaction by its stockholders required to consummate the proposed transaction and
the timing of the closing of the proposed transaction, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all and the failure of the transaction to close for any other reason; the risk that a
regulatory consent or authorization that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; unanticipated difficulties or expenditures relating to the transaction, the outcome
of any legal proceedings related to the merger, the response and retention of business partners and employees as a result of the announcement and pendency of the transaction; and the diversion of management time on transaction-related issues. These
risks, as well as other risks related to the proposed transaction, are included in the registration statement on Form S-4, as amended, and proxy statement/prospectus that were filed with the SEC in connection with the proposed transaction. While the
list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4, as amended, and proxy statement/prospectus are, considered representative, no such list should be considered to be a complete
statement of all potential risks and uncertainties. For a more detailed discussion of such risks and other factors, see Entegris’ and CMC’s filings with the Securities and Exchange Commission, including under the heading “Risks Factors” in Item 1A of
Entegris’ Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 5, 2021, and CMC’s Annual Report on Form 10-K for the fiscal year ended September 30, 2021, which was filed with the SEC on
November 12, 2021 and amended by the Form 10-K/A filed with the SEC on January 19, 2022 and in other periodic filings, available on the SEC website or www.Entegris.com or www.cmcmaterials.com. Entegris and CMC assume no obligation to update any
forward-looking statements or information, which speak as of their respective dates, to reflect events or circumstances after the date of this communication, or to reflect the occurrence of unanticipated events, except as may be required under
applicable securities laws. Investors should not assume that any lack of update to a previously issued “forward-looking statement” constitutes a reaffirmation of that statement.
Entegris, Inc. - page 4 of 14
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
| Three months ended | ||||||||||||||
| December 31, 2021 | December 31, 2020 | October 2, 2021 | ||||||||||||
| Net sales | $635,204 | $517,594 | $579,493 | |||||||||||
| Cost of sales | 340,114 | 286,722 | 315,289 | |||||||||||
| Gross profit | 295,090 | 230,872 | 264,204 | |||||||||||
| Selling, general and administrative expenses | 77,366 | 68,170 | 71,032 | |||||||||||
| Engineering, research and development expenses | 45,940 | 37,558 | 41,972 | |||||||||||
| Amortization of intangible assets | 12,240 | 11,916 | 11,843 | |||||||||||
| Operating income | 159,544 | 113,228 | 139,357 | |||||||||||
| Interest expense, net | 9,434 | 12,133 | 9,339 | |||||||||||
| Other expense (income), net | 1,888 | (5,305) | 1,917 | |||||||||||
| Income before income tax expense | 148,222 | 106,400 | 128,101 | |||||||||||
| Income tax expense | 30,003 | 19,776 | 10,640 | |||||||||||
| Net income | $118,219 | $86,624 | $117,461 | |||||||||||
| Basic earnings per common share: | $0.87 | $0.64 | $0.87 | |||||||||||
| Diluted earnings per common share: | $0.87 | $0.63 | $0.86 | |||||||||||
| Weighted average shares outstanding: | ||||||||||||||
| Basic | 135,495 | 134,945 | 135,583 | |||||||||||
| Diluted | 136,629 | 136,438 | 136,631 | |||||||||||
Entegris, Inc. - page 5 of 14
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
| Twelve months ended | |||||||||||
| December 31, 2021 | December 31, 2020 | ||||||||||
| Net sales | $2,298,893 | $1,859,313 | |||||||||
| Cost of sales | 1,239,229 | 1,009,591 | |||||||||
| Gross profit | 1,059,664 | 849,722 | |||||||||
| Selling, general and administrative expenses | 292,408 | 265,128 | |||||||||
| Engineering, research and development expenses | 167,632 | 136,057 | |||||||||
| Amortization of intangible assets | 47,856 | 53,092 | |||||||||
| Operating income | 551,768 | 395,445 | |||||||||
| Interest expense, net | 40,997 | 47,814 | |||||||||
| Other expense (income), net | 31,695 | (6,656) | |||||||||
| Income before income tax expense | 479,076 | 354,287 | |||||||||
| Income tax expense | 69,950 | 59,318 | |||||||||
| Net income | $409,126 | $294,969 | |||||||||
| Basic earnings per common share: | $3.02 | $2.19 | |||||||||
| Diluted earnings per common share: | $3.00 | $2.16 | |||||||||
| Weighted average shares outstanding: | |||||||||||
| Basic | 135,411 | 134,837 | |||||||||
| Diluted | 136,574 | 136,266 | |||||||||
Entegris, Inc. - page 6 of 14
Entegris, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
| December 31, 2021 | December 31, 2020 | ||||||||||||||||
| ASSETS | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $402,565 | $580,893 | |||||||||||||||
| Trade accounts and notes receivable, net | 347,413 | 264,392 | |||||||||||||||
| Inventories, net | 475,213 | 323,944 | |||||||||||||||
| Deferred tax charges and refundable income taxes | 35,312 | 21,136 | |||||||||||||||
| Other current assets | 52,867 | 43,892 | |||||||||||||||
| Total current assets | 1,313,370 | 1,234,257 | |||||||||||||||
| Property, plant and equipment, net | 654,098 | 525,367 | |||||||||||||||
| Other assets: | |||||||||||||||||
| Right-of-use assets | 66,563 | 45,924 | |||||||||||||||
| Goodwill | 793,702 | 748,037 | |||||||||||||||
| Intangible assets, net | 335,113 | 337,632 | |||||||||||||||
| Deferred tax assets and other noncurrent tax assets | 17,671 | 14,519 | |||||||||||||||
| Other | 11,379 | 11,960 | |||||||||||||||
| Total assets | $3,191,896 | $2,917,696 | |||||||||||||||
| LIABILITIES AND EQUITY | |||||||||||||||||
| Current liabilities | |||||||||||||||||
| Accounts payable | $130,734 | $81,618 | |||||||||||||||
| Accrued liabilities | 199,131 | 177,012 | |||||||||||||||
| Income tax payable | 49,136 | 43,996 | |||||||||||||||
| Total current liabilities | 379,001 | 302,626 | |||||||||||||||
| Long-term debt, excluding current maturities | 937,027 | 1,085,783 | |||||||||||||||
| Long-term lease liability | 60,101 | 39,730 | |||||||||||||||
| Other liabilities | 101,986 | 110,063 | |||||||||||||||
| Shareholders’ equity | 1,713,781 | 1,379,494 | |||||||||||||||
| Total liabilities and equity | $3,191,896 | $2,917,696 | |||||||||||||||
Entegris, Inc. - page 7 of 14
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Three months ended | Twelve months ended | |||||||||||||
| December 31, 2021 | December 31, 2020 | December 31, 2021 | December 31, 2020 | |||||||||||
| Operating activities: | ||||||||||||||
| Net income | $118,219 | $86,624 | $409,126 | $294,969 | ||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation | 22,801 | 21,366 | 90,311 | 83,430 | ||||||||||
| Amortization | 12,240 | 11,916 | 47,856 | 53,092 | ||||||||||
| Stock-based compensation expense | 7,760 | 6,368 | 29,884 | 22,920 | ||||||||||
| Loss on extinguishment of debt and modification | — | 2,378 | 23,338 | 2,378 | ||||||||||
| Other | (1,354) | (23,878) | (3,330) | 9,227 | ||||||||||
| Changes in operating assets and liabilities, net of effects of acquisitions: | ||||||||||||||
| Trade accounts and notes receivable | (33,408) | 37,906 | (86,766) | (27,461) | ||||||||||
| Inventories | (53,185) | 3,506 | (168,372) | (50,772) | ||||||||||
| Accounts payable and accrued liabilities | 16,000 | 30,086 | 53,577 | 40,162 | ||||||||||
| Income taxes payable, refundable income taxes and noncurrent taxes payable | 31,983 | 40,485 | (3,292) | 28,490 | ||||||||||
| Other | (5,076) | (12,739) | 8,122 | (9,761) | ||||||||||
| Net cash provided by operating activities | 115,980 | 204,018 | 400,454 | 446,674 | ||||||||||
| Investing activities: | ||||||||||||||
| Acquisition of property and equipment | (76,640) | (52,192) | (210,626) | (131,752) | ||||||||||
| Acquisition of business, net of cash acquired | (89,692) | (767) | (91,942) | (111,912) | ||||||||||
| Other | 34 | 73 | 4,450 | 338 | ||||||||||
| Net cash used in investing activities | (166,298) | (52,886) | (298,118) | (243,326) | ||||||||||
| Financing activities: | ||||||||||||||
| Proceeds from revolving credit facility and long-term debt | 50,000 | — | 501,000 | 617,000 | ||||||||||
| Payments of revolving credit facility and long-term debt | (50,000) | — | (651,000) | (468,000) | ||||||||||
| Payments for debt extinguishment costs | — | — | (19,080) | — | ||||||||||
| Payments for dividends | (10,895) | (10,799) | (43,545) | (43,245) | ||||||||||
| Issuance of common stock | 6,872 | 3,839 | 24,744 | 8,738 | ||||||||||
| Taxes paid related to net share settlement of equity awards | (722) | (244) | (16,090) | (24,800) | ||||||||||
| Repurchase and retirement of common stock | (17,109) | (14,999) | (67,109) | (44,563) | ||||||||||
| Deferred acquisition payments | — | — | — | (16,125) | ||||||||||
| Other | (130) | — | (5,417) | (6,856) | ||||||||||
| Net cash (used in) provided by financing activities | (21,984) | (22,203) | (276,497) | 22,149 | ||||||||||
| Effect of exchange rate changes on cash and cash equivalents | (885) | 3,992 | (4,167) | 3,485 | ||||||||||
| (Decrease) increase in cash and cash equivalents | (73,187) | 132,921 | (178,328) | 228,982 | ||||||||||
| Cash and cash equivalents at beginning of period | 475,752 | 447,972 | 580,893 | 351,911 | ||||||||||
| Cash and cash equivalents at end of period | $402,565 | $580,893 | $402,565 | $580,893 | ||||||||||
Entegris, Inc. - page 8 of 14
Entegris, Inc. and Subsidiaries
Segment Information
(In thousands)
(Unaudited)
| Three months ended | Twelve months ended | |||||||||||||||||||
| Net sales | December 31, 2021 | December 31, 2020 | October 2, 2021 | December 31, 2021 | December 31, 2020 | |||||||||||||||
| Specialty Chemicals and Engineered Materials | $188,004 | $168,625 | $176,380 | $711,291 | $609,532 | |||||||||||||||
| Microcontamination Control | 258,866 | 205,626 | 225,877 | 919,363 | 742,186 | |||||||||||||||
| Advanced Materials Handling | 197,703 | 151,741 | 186,200 | 704,946 | 538,682 | |||||||||||||||
| Inter-segment elimination | (9,369) | (8,398) | (8,964) | (36,707) | (31,087) | |||||||||||||||
| Total net sales | $635,204 | $517,594 | $579,493 | $2,298,893 | $1,859,313 | |||||||||||||||
| Three months ended | Twelve months ended | |||||||||||||||||||
| Segment profit | December 31, 2021 | December 31, 2020 | October 2, 2021 | December 31, 2021 | December 31, 2020 | |||||||||||||||
| Specialty Chemicals and Engineered Materials | $47,215 | $29,761 | $41,091 | $167,807 | $127,969 | |||||||||||||||
| Microcontamination Control | 94,203 | 71,691 | 78,399 | 321,300 | 248,910 | |||||||||||||||
| Advanced Materials Handling | 45,304 | 34,321 | 40,503 | 159,995 | 111,028 | |||||||||||||||
| Total segment profit | 186,722 | 135,773 | 159,993 | 649,102 | 487,907 | |||||||||||||||
| Amortization of intangibles | 12,240 | 11,916 | 11,843 | 47,856 | 53,092 | |||||||||||||||
| Unallocated expenses | 14,938 | 10,629 | 8,793 | 49,478 | 39,370 | |||||||||||||||
| Total operating income | $159,544 | $113,228 | $139,357 | $551,768 | $395,445 | |||||||||||||||
Entegris, Inc. - page 9 of 14
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP Gross Profit to Adjusted Gross Profit
(In thousands)
(Unaudited)
| Three months ended | Twelve months ended | |||||||||||||||||||
| December 31, 2021 | December 31, 2020 | October 2, 2021 | December 31, 2021 | December 31, 2020 | ||||||||||||||||
| Net sales | $635,204 | $517,594 | $579,493 | $2,298,893 | $1,859,313 | |||||||||||||||
| Gross profit-GAAP | $295,090 | $230,872 | $264,204 | $1,059,664 | $849,722 | |||||||||||||||
| Adjustments to gross profit: | ||||||||||||||||||||
| Integration costs | — | — | — | — | (1,557) | |||||||||||||||
| Severance and restructuring costs | — | — | — | — | 465 | |||||||||||||||
| Charge for fair value mark-up of acquired inventory sold | 428 | — | — | 428 | 590 | |||||||||||||||
| Adjusted gross profit | $295,518 | $230,872 | $264,204 | $1,060,092 | $849,220 | |||||||||||||||
| Gross margin - as a % of net sales | 46.5 | % | 44.6 | % | 45.6 | % | 46.1 | % | 45.7 | % | ||||||||||
| Adjusted gross margin - as a % of net sales | 46.5 | % | 44.6 | % | 45.6 | % | 46.1 | % | 45.7 | % | ||||||||||
Entegris, Inc. - page 10 of 14
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP Segment Profit to Adjusted Operating Income
(In thousands)
(Unaudited)
| Three months ended | Twelve months ended | |||||||||||||||||||
| Segment profit-GAAP | December 31, 2021 | December 31, 2020 | October 2, 2021 | December 31, 2021 | December 31, 2020 | |||||||||||||||
| Specialty Chemicals and Engineered Materials (SCEM) | $47,215 | $29,761 | $41,091 | $167,807 | $127,969 | |||||||||||||||
| Microcontamination Control (MC) | 94,203 | 71,691 | 78,399 | 321,300 | 248,910 | |||||||||||||||
| Advanced Materials Handling (AMH) | 45,304 | 34,321 | 40,503 | 159,995 | 111,028 | |||||||||||||||
| Total segment profit | 186,722 | 135,773 | 159,993 | 649,102 | 487,907 | |||||||||||||||
| Amortization of intangible assets | 12,240 | 11,916 | 11,843 | 47,856 | 53,092 | |||||||||||||||
| Unallocated expenses | 14,938 | 10,629 | 8,793 | 49,478 | 39,370 | |||||||||||||||
| Total operating income | $159,544 | $113,228 | $139,357 | $551,768 | $395,445 | |||||||||||||||
| Three months ended | Twelve months ended | |||||||||||||||||||
| Adjusted segment profit | December 31, 2021 | December 31, 2020 | October 2, 2021 | December 31, 2021 | December 31, 2020 | |||||||||||||||
| SCEM segment profit | $47,215 | $29,761 | $41,091 | $167,807 | $127,969 | |||||||||||||||
| Integration costs | — | — | — | — | (1,557) | |||||||||||||||
| Severance and restructuring costs | — | 155 | 69 | 167 | 1,061 | |||||||||||||||
| Charge for fair value write-up of acquired inventory sold | 428 | — | — | 428 | 235 | |||||||||||||||
| SCEM adjusted segment profit | $47,643 | $29,916 | $41,160 | $168,402 | $127,708 | |||||||||||||||
| MC segment profit | $94,203 | $71,691 | $78,399 | $321,300 | $248,910 | |||||||||||||||
| Severance and restructuring costs | — | 167 | 75 | 181 | 1,152 | |||||||||||||||
| Charge for fair value write-up of acquired inventory sold | — | — | — | — | 126 | |||||||||||||||
| MC adjusted segment profit | $94,203 | $71,858 | $78,474 | $321,481 | $250,188 | |||||||||||||||
| AMH segment profit | $45,304 | $34,321 | $40,503 | $159,995 | $111,028 | |||||||||||||||
| Severance and restructuring costs | — | 121 | 52 | 127 | 1,283 | |||||||||||||||
| Charge for fair value write-up of acquired inventory sold | — | — | — | — | 229 | |||||||||||||||
| AMH adjusted segment profit | $45,304 | $34,442 | $40,555 | $160,122 | $112,540 | |||||||||||||||
| Unallocated general and administrative expenses | $14,938 | $10,629 | $8,793 | $49,478 | $39,370 | |||||||||||||||
| Unallocated deal and integration costs | (4,558) | (1,300) | (1,290) | (8,524) | (7,096) | |||||||||||||||
| Unallocated severance and restructuring costs | — | (58) | (10) | (54) | (868) | |||||||||||||||
| Adjusted unallocated general and administrative expenses | $10,380 | $9,271 | $7,493 | $40,900 | $31,406 | |||||||||||||||
| Total adjusted segment profit | $187,150 | $136,216 | $160,189 | $650,005 | $490,436 | |||||||||||||||
| Adjusted amortization of intangible assets | — | — | — | — | — | |||||||||||||||
| Adjusted unallocated general and administrative expenses | 10,380 | 9,271 | 7,493 | 40,900 | 31,406 | |||||||||||||||
| Total adjusted operating income | $176,770 | $126,945 | $152,696 | $609,105 | $459,030 | |||||||||||||||
Entegris, Inc. - page 11 of 14
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP Net Income to Adjusted Operating Income and Adjusted EBITDA
(In thousands)
(Unaudited)
| Three months ended | Twelve months ended | |||||||||||||||||||
| December 31, 2021 | December 31, 2020 | October 2, 2021 | December 31, 2021 | December 31, 2020 | ||||||||||||||||
| Net sales | $635,204 | $517,594 | $579,493 | $2,298,893 | $1,859,313 | |||||||||||||||
| Net income | $118,219 | $86,624 | $117,461 | $409,126 | $294,969 | |||||||||||||||
| Net income - as a % of net sales | 18.6 | % | 16.7 | % | 20.3 | % | 17.8 | % | 15.9 | % | ||||||||||
| Adjustments to net income: | ||||||||||||||||||||
| Income tax expense | 30,003 | 19,776 | 10,640 | 69,950 | 59,318 | |||||||||||||||
| Interest expense, net | 9,434 | 12,133 | 9,339 | 40,997 | 47,814 | |||||||||||||||
| Other expense (income), net | 1,888 | (5,305) | 1,917 | 31,695 | (6,656) | |||||||||||||||
| GAAP - Operating income | 159,544 | 113,228 | 139,357 | 551,768 | 395,445 | |||||||||||||||
| Operating margin - as a % of net sales | 25.1 | % | 21.9 | % | 24.0 | % | 24.0 | % | 21.3 | % | ||||||||||
| Charge for fair value write-up of acquired inventory sold | 428 | — | — | 428 | 590 | |||||||||||||||
| Deal and transaction costs | 4,744 | — | — | 4,744 | 2,576 | |||||||||||||||
| Integration costs | (186) | 1,300 | 1,290 | 3,780 | 2,963 | |||||||||||||||
| Severance and restructuring costs | — | 501 | 206 | 529 | 4,364 | |||||||||||||||
| Amortization of intangible assets | 12,240 | 11,916 | 11,843 | 47,856 | 53,092 | |||||||||||||||
| Adjusted operating income | 176,770 | 126,945 | 152,696 | 609,105 | 459,030 | |||||||||||||||
| Adjusted operating margin - as a % of net sales | 27.8 | % | 24.5 | % | 26.3 | % | 26.5 | % | 24.7 | % | ||||||||||
| Depreciation | 22,801 | 21,366 | 22,841 | 90,311 | 83,430 | |||||||||||||||
| Adjusted EBITDA | $199,571 | $148,311 | $175,537 | $699,416 | $542,460 | |||||||||||||||
| Adjusted EBITDA - as a % of net sales | 31.4 | % | 28.7 | % | 30.3 | % | 30.4 | % | 29.2 | % | ||||||||||
Entegris, Inc. - page 12 of 14
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP Net Income and Diluted Earnings per Common Share to Non-GAAP Net Income and Diluted
Non-GAAP Earnings per Common Share
(In thousands, except per share data)
(Unaudited)
| Three months ended | Twelve months ended | |||||||||||||||||||
| December 31, 2021 | December 31, 2020 | October 2, 2021 | December 31, 2021 | December 31, 2020 | ||||||||||||||||
| GAAP net income | $118,219 | $86,624 | $117,461 | $409,126 | $294,969 | |||||||||||||||
| Adjustments to net income: | ||||||||||||||||||||
| Charge for fair value write-up of inventory acquired | 428 | — | — | 428 | 590 | |||||||||||||||
| Deal and transaction costs | 4,744 | — | — | 4,744 | 2,576 | |||||||||||||||
| Integration costs | (186) | 1,300 | 1,290 | 3,780 | 2,963 | |||||||||||||||
| Severance and restructuring costs | — | 501 | 206 | 529 | 4,364 | |||||||||||||||
| Loss on extinguishment of debt and modification | — | — | — | 23,338 | 2,378 | |||||||||||||||
| Amortization of intangible assets | 12,240 | 11,916 | 11,843 | 47,856 | 53,092 | |||||||||||||||
|
Tax effect of adjustments to net income and discrete items1
|
(3,662) | (3,218) | (5,417) | (20,411) | (15,197) | |||||||||||||||
| Non-GAAP net income | $131,783 | $97,123 | $125,383 | $469,390 | $345,735 | |||||||||||||||
| Diluted earnings per common share | $0.87 | $0.63 | $0.86 | $3.00 | $2.16 | |||||||||||||||
| Effect of adjustments to net income | $0.10 | $0.08 | $0.06 | $0.44 | $0.37 | |||||||||||||||
| Diluted non-GAAP earnings per common share | $0.96 | $0.71 | $0.92 | $3.44 | $2.54 | |||||||||||||||
1The tax effect of pre-tax adjustments to net income was calculated using the applicable marginal tax rate during the respective years.
Entegris, Inc. - page 13 of 14
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP Outlook to Non-GAAP Outlook
(In millions, except per share data)
(Unaudited)
| First-Quarter Outlook | |||||
| Reconciliation GAAP net income to non-GAAP net income | April 2, 2022 | ||||
| GAAP net income | $111 - $118 | ||||
| Adjustments to net income: | |||||
| Restructuring and integration costs | 12 | ||||
| Amortization of intangible assets | 12 | ||||
| Income tax effect | (4) | ||||
| Non-GAAP net income | $131 - $138 | ||||
| First-Quarter Outlook | |||||
| Reconciliation GAAP diluted earnings per share to non-GAAP diluted earnings per share | April 2, 2022 | ||||
| Diluted earnings per common share | $0.81 - $0.86 | ||||
| Adjustments to diluted earnings per common share: | |||||
| Restructuring and integration costs | 0.09 | ||||
| Amortization of intangible assets | 0.09 | ||||
| Income tax effect | (0.03) | ||||
| Diluted non-GAAP earnings per common share | $0.96 - $1.01 | ||||
### END ###
Entegris, Inc. - page 14 of 14
Earnings Summary February 1, 2022 Fourth Quarter 2021 Exhibit 99.2
This presentation contains forward-looking statements. The words “believe,” “expect,” “anticipate,” “intend,” “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 net revenue, operating expenses, net income,
diluted earnings per common share, non-GAAP operating expenses, non-GAAP net income, diluted non-GAAP earnings per common share, and other financial metrics; future repayments under the Company's credit facilities; the Company’s performance
relative to its markets, including the drivers of such performance; the impact, financial or otherwise, of any organizational changes; market and technology trends, including the expected impact of the COVID-19 pandemic; the development of new
products and the success of their introductions; the 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 impact of the
acquisitions the Company has made and commercial partnerships the Company has established; the Company’s ability to execute on its strategies; and other matters. These statements involve risks and uncertainties, and actual results may differ
materially from those projected in the forward-looking statements. These risks and uncertainties include, but are not limited to, risks related to our pending merger with CMC Materials, Inc.; the COVID-19 pandemic on the global economy and
financial markets, as well as on the Company, our customers and suppliers, which may impact our sales, gross margin, customer demand and our ability to supply our products to our customers; weakening of global and/or regional economic
conditions, generally or specifically in the semiconductor industry, which could decrease the demand for the Company’s products and solutions; raw material shortages, supply constraints and price increases; the Company’s ability to meet rapid
demand shifts; the Company’s ability to continue technological innovation and introduce new products to meet customers' rapidly changing requirements; the Company’s concentrated customer base; the Company’s ability to identify, complete and
integrate acquisitions, joint ventures or other transactions; the Company’s ability to effectively implement any organizational changes; the Company’s ability to protect and enforce intellectual property rights; operational, political and legal
risks of the Company’s international operations; the Company’s dependence on sole source and limited source suppliers; the increasing complexity of certain manufacturing processes; changes in government regulations of the countries in which the
Company operates; fluctuation of currency exchange rates; fluctuations in the market price of the Company’s stock; the level of, and obligations associated with, the Company’s indebtedness; and other risk factors and additional information
described in the Company’s filings with the Securities and Exchange Commission, including under the heading “Risks Factors" in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the
Securities and Exchange Commission on February 5, 2021, and in the Company’s 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 – as a % of Net Sales,” “Adjusted Operating Income,” “Adjusted Operating Margin,” “Adjusted Gross Profit,” “Adjusted Gross Margin – as a % of Net Sales,” “Adjusted Segment
Profit,” “Adjusted Segment Profit Margin,” “Non-GAAP Operating Expenses,” "Non-GAAP Tax Rate," “Non-GAAP Net Income,” “Diluted Non-GAAP Earnings per Common Share” and "Free Cash Flow" 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 Safe Harbor
+23%1$635M REVENUE +41%$160M OPERATING INCOME +38% $0.96 DILUTED NON-GAAP EPS2 +320 bps25.1%3 OPERATING MARGIN 1. All growth data on this slide is year-on-year. 2. See appendix for GAAP to
non-GAAP reconciliations. 3. As a % of net sales. 3 $0.87 DILUTED GAAP EPS +35% Fourth Quarter 2021 Financial Summary $177M ADJUSTED OPERATING INCOME2 +39% 27.8%3 ADJUSTED OPERATING MARGIN2 +330 bps
+24%1$2.3B REVENUE +40%$552M OPERATING INCOME +39% $3.44 DILUTED NON-GAAP EPS2 +270 bps24.0%3 OPERATING MARGIN 1. All growth data on this slide is year-on-year. 2. See appendix for GAAP to
Non-GAAP reconciliations. 3. As a % of net sales. 4 $3.00 DILUTED GAAP EPS +35% 2021 Financial Summary $609M ADJUSTED OPERATING INCOME2 +33% 26.5%3 ADJUSTED OPERATING MARGIN2 +180 bps
5 $ in millions, except per share data 4Q21 4Q21 Guidance 3Q21 4Q20 4Q21 over 4Q20 4Q21 over 3Q21 Net Revenue $635.2 $580 - $600 $579.5 $517.6 22.7% 9.6% Gross Margin 46.5% 45.6% 44.6%
Operating Expenses $135.5 $128 - $13 $124.8 $117.6 15.2% 8.6% Operating Income $159.5 $139.4 $113.2 40.9% 14.5% Operating Margin 25.1% 24.0% 21.9% Tax Rate 20.2% 8.3% 18.6% Net Income $118.2 $109 - $116 $117.5 $86.6 36.5% 0.6% Diluted Earnings
Per Common Share $0.87 $0.80 - $0.85 $0.86 $0.63 38.1% 1.2% Summary – Consolidated Statement of Operations (GAAP)
6 $ in millions, except per share data 4Q21 4Q21 Guidance 3Q21 4Q20 4Q21 over 4Q20 4Q21 over 3Q21 Net Revenue $635.2 $580 - $600 $579.5 $517.6 22.7% 9.6% Adjusted Gross Margin – as a % of
Net Sales2 46.5% 45.6% 44.6% Non-GAAP Operating Expenses3 $118.7 $116 - $118 $111.5 $103.9 14.3% 6.5% Adjusted Operating Income $176.8 $152.7 $126.9 39.2% 15.8% Adjusted Operating Margin 27.8% 26.3% 24.5% Non-GAAP Tax Rate4 20.3% 11.4% 19.1%
Non-GAAP Net Income5 $131.8 $119 - $126 $125.4 $97.1 35.7% 5.1% Diluted Non-GAAP Earnings Per Common Share $0.96 $0.87 - $0.92 $0.92 $0.71 35.2% 4.3% Summary – Consolidated Statement of Operations (Non-GAAP)1 1. See GAAP to non-GAAP
reconciliation tables in the appendix of this presentation. 2. Excludes charges for fair value write-up of acquired inventory sold. 3. Excludes amortization expense, deal and transaction costs, integration costs and severance and restructuring
costs. 4. Reflects the tax effect of non-GAAP adjustments and discrete tax items to GAAP taxes. 5. Excludes the items noted in footnotes 2 and 3 and the tax effect of non-GAAP adjustments.
7 $ in millions, except per share data Year Ended December 31, 2021 Year Ended December 31, 2020 Year-over-Year Net Revenue $2,298.9 $1,859.3 23.6% Gross Margin 46.1% 45.7% Operating
Expenses $507.9 $454.3 11.8% Operating Income $551.8 $395.4 39.5% Operating Margin 24.0% 21.3% Tax Rate 14.6% 16.7% Net Income $409.1 $295.0 38.7% Diluted Earnings Per Common Share $3.00 $2.16 38.9% Summary – Consolidated Statement of
Operations (GAAP)
8 $ in millions, except per share data Year Ended December 31, 2021 Year Ended December 31, 2020 Year-over-Year Net Revenue $2,298.9 $1,859.3 23.6% Adjusted Gross Margin – as a % of Net
Sales2 46.1% 45.7% Non-GAAP Operating Expenses3 $451.0 $390.2 15.6% Adjusted Operating Income $609.1 $459.0 32.7% Adjusted Operating Margin 26.5% 24.7% Non-GAAP Tax Rate4 16.1% 17.7% Non-GAAP Net Income5 $469.4 $345.7 35.8% Diluted Non-GAAP
Earnings Per Common Share $3.44 $2.54 35.4% Summary – Consolidated Statement of Operations (Non-GAAP)1 1. See GAAP to Non-GAAP reconciliation tables in the appendix of this presentation. 2. Excludes charges for fair value write-up of acquired
inventory sold, integration costs and severance and restructuring costs. 3. Excludes amortization expense, deal and transaction costs, integration costs and severance and restructuring costs. 4. Reflects the tax effect of non-GAAP adjustments
and discrete tax items to GAAP taxes. 5. Excludes the items noted in footnotes 2 and 3, the loss on debt extinguishment and the tax effect of non-GAAP adjustments and discrete tax items to GAAP taxes.
9 1. See GAAP to non-GAAP reconciliation tables in the appendix of this presentation. Sales growth was primarily driven by advanced deposition materials, formulated cleans and selective etch
chemistries. –––––– Segment profit margin (adjusted) YOY increase was primarily driven by the volume improvement and the impact of a discrete inventory valuation adjustment taken in Q4 2020 that did not reoccur in Q4 2021. Segment profit margin
(adjusted) SEQ increase driven primarily by higher volumes. $ in millions 4Q21 3Q21 4Q20 4Q21 over 4Q20 4Q21 over 3Q21 Net Revenue $188.0 $176.4 $168.6 11.5% 6.6% Segment Profit $47.2 $41.1 $29.8 58.6% 14.9% Segment Profit Margin 25.1% 23.3%
17.6% Adj. Segment Profit1 $47.6 $41.2 $29.9 59.3% 15.8% Adj. Segment Profit Margin1 25.3% 23.3% 17.7% Specialty Chemicals and Engineered Materials (SCEM) 4Q21 Highlights
10 1. See GAAP to non-GAAP reconciliation tables in the appendix of this presentation. Microcontamination Control (MC) 4Q21 Highlights $ in millions 4Q21 3Q21 4Q20 4Q21 over 4Q20 4Q21 over
3Q21 Net Revenue $258.9 $225.9 $205.6 25.9% 14.6% Segment Profit $94.2 $78.4 $71.7 31.4% 20.2% Segment Profit Margin 36.4% 34.7% 34.9% Adj. Segment Profit1 $94.2 $78.5 $71.9 31.1% 20.0% Adj. Segment Profit Margin1 36.4% 34.7% 34.9% Sales growth
was strong across all product lines 2021, especially in liquid filtration, demonstrating strong traction in advanced logic and memory nodes; and in gas filtration & purification, which benefited from strong activity in new fab construction
and strong demand from our OEM customers. –––––– Segment profit margin (adjusted) increase was driven primarily by higher volumes.
11 1. See GAAP to non-GAAP reconciliation tables in the appendix of this presentation. Advanced Materials Handling (AMH) 4Q21 Highlights $ in millions 4Q21 3Q21 4Q20 4Q21 over 4Q20 4Q21 over
3Q21 Net Revenue $197.7 $186.2 $151.7 30.3% 6.2% Segment Profit $45.3 $40.5 $34.3 32.0% 11.9% Segment Profit Margin 22.9% 21.8% 22.6% Adj. Segment Profit1 $45.3 $40.6 $34.4 31.5% 11.7% Adj. Segment Profit Margin1 22.9% 21.8% 22.7% Year-on-year
sales growth was strongest in wafer handling and fluid handling. Sales of Aramus products significantly contributed to growth in AMH in 2021. –––––– Segment profit margin (adjusted) increase was primarily driven by higher volumes.
12 $ in millions 4Q21 3Q21 4Q20 $ Amount % Total $ Amount % Total $ Amount % Total Cash & Cash Equivalents $402.6 12.6% $475.8 15.8% $580.9 19.9% Accounts Receivable, net $347.4 10.9%
$315.1 10.5% $264.4 9.1% Inventories $475.2 14.9% $429.0 14.2% $323.9 11.1% Net PP&E $654.1 20.5% $597.6 19.8% $525.4 18.0% Total Assets $3,191.9 $3,012.3 $2,917.7 Current Liabilities $379.0 11.9% $309.4 10.3% $302.6 10.4% Long-term Debt,
Excluding Current Maturities $937.0 29.4% $936.7 31.1% $1,085.8 37.2% Total Liabilities $1,478.1 46.3% $1,401.5 46.5% $1,538.2 52.7% Total Shareholders’ Equity $1,713.8 53.7% $1,610.8 53.5% $1,379.5 47.3% AR – DSOs 49.9 49.6 46.6 Inventory
Turns 3.0 3.1 3.5 Summary – Balance Sheet Items
13 $ in millions 4Q21 3Q21 4Q20 Year ended December 31, 2021 Beginning Cash Balance $475.8 $401.0 $448.0 $580.9 Cash provided by operating activities 116.0 149.5 204.0 $400.5 Capital
expenditures (76.6) (48.9) (52.2) ($210.6) Proceeds from revolving credit facilities and long- term debt 50.0 — — $501.0 Payments on revolving credit facilities and long-term debt (50.0) — — ($651.0) Acquisition of business, net of cash (89.7)
— (0.8) ($91.9) Repurchase and retirement of common stock (17.1) (20.0) (15.0) ($67.1) Payments for dividends (10.9) (10.9) (10.8) ($43.5) Other investing activities — 4.3 0.1 $4.5 Other financing activities 6.0 0.3 3.6 ($15.8) Effect of
exchange rates (0.9) 0.3 4.0 ($4.2) Ending Cash Balance $402.6 $475.8 $580.9 $402.6 Free Cash Flow1 $39.3 $100.6 $151.8 $189.8 Adjusted EBITDA2 $199.6 $175.5 $148.3 $699.4 Adjusted EBITDA – as a % of net sales2 31.4% 30.3% 28.7% 30.4% Cash
Flows 1. Equals cash from operations less capital expenditures. 2. See GAAP to non-GAAP reconciliation tables in the appendix of this presentation.
14 GAAP $ in millions, except per share data 1Q22 Guidance 4Q21 Actual 3Q21 Actual Net Revenue $630 - $650 $635.2 $579.5 Operating Expenses $150 - $152 $135.5 $124.8 Net Income $111- $118
$118.2 $117.5 Diluted Earnings per Common Share $0.81- $0.86 $0.87 $0.86 Non-GAAP $ in millions, except per share data 1Q22 Guidance 4Q21 Actual 3Q21 Actual Net Revenue $630 - $650 $635.2 $579.5 Non-GAAP Operating Expenses1 $126 - $128 $118.7
$111.5 Non-GAAP Net Income1 $131- $138 $131.8 $125.4 Diluted non-GAAP Earnings per Common Share1 $0.96 - $1.01 $0.96 $0.92 Outlook 1. See GAAP to non-GAAP reconciliation tables in the appendix of this presentation.
Entegris®, the Entegris Rings Design®, and other product names are trademarks of Entegris, Inc. as listed on entegris.com/trademarks. All product names, logos, and company names are
trademarks or registered trademarks of their respective owners. Use of them does not imply any affiliation, sponsorship, or endorsement by the trademark owner. ©2020 Entegris, Inc. All rights reserved. 15
Appendix 16
17 Reconciliation of GAAP Gross Profit to Adjusted Gross Profit Three months ended Twelve months ended $ in thousands December 31, 2021 December 31, 2020 October 2, 2021 December 31, 2021
December 31, 2020 Net sales $635,204 $517,594 $579,493 $2,298,893 $1,859,313 Gross profit-GAAP $295,090 $230,872 $264,204 $1,059,664 $849,722 Adjustments to gross profit: Integration costs — — — — (1,557) Severance and restructuring costs — — —
— 465 Charge for fair value mark-up of acquired inventory sold 428 — — 428 590 Adjusted gross profit $295,518 $230,872 $264,204 $1,060,092 $849,220 Gross margin – as a % of net sales 46.5% 44.6% 45.6% 46.1% 45.7% Adjusted gross margin – as a %
of net sales 46.5% 44.6% 45.6% 46.1% 45.7%
18 Reconciliation of GAAP Operating Expenses and Tax Rate to Non-GAAP Operating Expenses and Tax Rate Three months ended Twelve months ended $ in millions December 31, 2021 December 31, 2020
October 2, 2021 December 31, 2021 December 31, 2020 GAAP operating expenses $135.5 $117.6 $124.8 $507.9 $454.3 Adjustments to operating expenses: Deal and transaction costs 4.7 — — 4.7 2.6 Integration costs (0.1) 1.3 1.3 3.8 4.5 Severance and
restructuring costs — 0.5 0.2 0.5 3.9 Amortization of intangible assets 12.2 11.9 11.8 47.9 53.1 Non-GAAP operating expenses $118.7 $103.9 $111.5 $451.0 $390.2 GAAP tax rate 20.2% 18.6% 8.3% 14.6% 16.7% Other 0.1% 0.6% 3.1% 1.5% 1.0% Non-GAAP
tax rate 20.3% 19.1% 11.4% 16.1% 17.7%
19 $ in thousands Three months ended Twelve months ended Adjusted segment profit December 31, 2021 December 31, 2020 October 2, 2021 December 31, 2021 December 31, 2020 SCEM segment profit
$47,215 $29,761 $41,091 $167,807 $127,969 Integration costs — — — — (1,557) Severance and restructuring costs — 155 69 167 1,061 Charge for fair value write-up of acquired inventory sold 428 — — 428 235 SCEM adjusted segment profit $47,643
$29,916 $41,160 $168,402 $127,708 MC segment profit $94,203 $71,691 $78,399 $321,300 $248,910 Severance and restructuring costs — 167 75 181 1,152 Charge for fair value write-up of acquired inventory sold — — — — 126 MC adjusted segment profit
$94,203 $71,858 $78,474 $321,481 $250,188 AMH segment profit $45,304 $34,321 $40,503 $159,995 $111,028 Severance and restructuring costs — 121 52 127 1,283 Charge for fair value write-up of acquired inventory sold — — — — 229 AMH adjusted
segment profit $45,304 $34,442 $40,555 $160,122 $112,540 Unallocated general and administrative expenses $14,938 $10,629 $8,793 $49,478 $39,370 Unallocated deal and integration costs (4,558) (1,300) (1,290) (8,524) (7,096) Unallocated severance
and restructuring costs — (58) (10) (54) (868) Adjusted unallocated general and administrative expenses $10,380 $9,271 $7,493 $40,900 $31,406 Total adjusted segment profit $187,150 $136,216 $160,189 $650,005 $490,436 Adjusted amortization of
intangible assets — — — — — Adjusted unallocated general and administrative expenses 10,380 9,271 7,493 40,900 31,406 Total adjusted operating income $176,770 $126,945 $152,696 $609,105 $459,030 $ in thousands Three Months Ended Twelve months
ended Segment profit-GAAP December 31, 2021 December 31, 2020 October 2, 2021 December 31, 2021 December 31, 2020 Specialty Chemicals and Engineered Materials (SCEM) $47,215 $29,761 $41,091 $167,807 $127,969 Microcontamination Control (MC)
94,203 71,691 78,399 321,300 248,910 Advanced Materials Handling (AMH) 45,304 34,321 40,503 159,995 111,028 Total segment profit 186,722 135,773 159,993 649,102 487,907 Amortization of intangible assets 12,240 11,916 11,843 47,856 53,092
Unallocated expenses 14,938 10,629 8,793 49,478 39,370 Total operating income $159,544 $113,228 $139,357 $551,768 $395,445 Reconciliation of GAAP Segment Profit to Adjusted Operating Income and Adjusted Segment Profit
20 $ in thousands Three Months Ended Twelve months ended December 31, 2021 December 31, 2020 October 2, 2021 December 31, 2021 December 31, 2020 Net sales $635,204 $517,594 $579,493
$2,298,893 $1,859,313 Net income $118,219 $86,624 $117,461 $409,126 $294,969 Net income – as a % of net sales 18.6% 16.7% 20.3% 17.8% 15.9% Adjustments to net income: Income tax expense 30,003 19,776 10,640 69,950 59,318 Interest expense, net
9,434 12,133 9,339 40,997 47,814 Other expense (income), net 1,888 (5,305) 1,917 31,695 (6,656) GAAP - Operating income 159,544 113,228 139,357 551,768 395,445 Operating margin - as a % of net sales 25.1% 21.9% 24.0% 24.0% 21.3% Charge for fair
value write-up of acquired inventory sold 428 — — 428 590 Deal and transaction costs 4,744 — — 4,744 2,576 Integration costs (186) 1,300 1,290 3,780 2,963 Severance and restructuring costs — 501 206 529 4,364 Amortization of intangible assets
12,240 11,916 11,843 47,856 53,092 Adjusted operating income 176,770 126,945 152,696 609,105 459,030 Adjusted operating margin - as a % of net sales 27.8% 24.5% 26.3% 26.5% 24.7% Depreciation 22,801 21,366 22,841 90,311 83,430 Adjusted EBITDA
$199,571 $148,311 $175,537 $699,416 $542,460 Adjusted EBITDA – as a % of net sales 31.4% 28.7% 30.3% 30.4% 29.2% Reconciliation of GAAP Net Income to Adjusted Operating Income and Adjusted EBITDA
21 $ in thousands, except per share data Three months ended Twelve months ended December 31, 2021 December 31, 2020 October 2, 2021 December 31, 2021 December 31, 2020 GAAP net income
$118,219 $86,624 $117,461 $409,126 $294,969 Adjustments to net income: Charge for fair value write-up of inventory acquired 428 — — 428 590 Deal and transaction costs 4,744 — — 4,744 2,576 Integration costs (186) 1,300 1,290 3,780 2,963
Severance and restructuring costs — 501 206 529 4,364 Loss on extinguishment of debt and modification — — — 23,338 2,378 Amortization of intangible assets 12,240 11,916 11,843 47,856 53,092 Tax effect of adjustments to net income and discrete
items1 (3,662) (3,218) (5,417) (20,411) (15,197) Non-GAAP net income $131,783 $97,123 $125,383 $469,390 $345,735 Diluted earnings per common share $0.87 $0.63 $0.86 $3.00 $2.16 Effect of adjustments to net income $0.10 $0.08 $0.06 $0.44 $0.37
Diluted non-GAAP earnings per common share $0.96 $0.71 $0.92 $3.44 $2.54 Weighted average diluted shares outstanding 136,629 136,438 136,631 136,574 136,266 Reconciliation of GAAP Net Income and Diluted Earnings per Common Share to Non-GAAP Net
Income and Diluted Non-GAAP Earnings per Common Share 1. The tax effect of pre-tax adjustments to net income was calculated using the applicable marginal tax rate during the respective years.
22 $ in millions First-Quarter 2022 Outlook Reconciliation GAAP net income to non-GAAP net income GAAP net income $111 - $118 Adjustments to net income: Restructuring costs 12 Amortization
of intangible assets 12 Income tax effect (4) Non-GAAP net income $131 - $138 First-Quarter 2022 Outlook Reconciliation GAAP diluted earnings per share to non-GAAP diluted earnings per share Diluted earnings per common share $0.81 - $0.86
Adjustments to diluted earnings per common share: Restructuring costs 0.09 Amortization of intangible assets 0.09 Income tax effect (0.03) Diluted non-GAAP earnings per common share $0.96 - $1.01 $ in millions First-Quarter 2022 Outlook
Reconciliation GAAP operating expenses to non-GAAP operating expenses GAAP operating expenses $150 - $152 Adjustments to net income: Restructuring costs 12 Amortization of intangible assets 12 Non-GAAP operating expenses $126 - $128
Reconciliation of GAAP Outlook to Non-GAAP Outlook
23 $ in thousands Q419 Q120 Q220 Q320 Q420 Q121 Q221 Q321 Q421 Sales SCEM $146,747 $144,214 $146,213 $150,480 $168,625 $166,541 $180,366 $176,380 $188,004 MC 169,794 159,261 183,758 193,541
205,626 207,099 227,521 225,877 258,866 AMH 117,455 116,137 126,434 144,370 151,741 148,541 172,502 186,200 197,703 Inter-segment elimination (6,998) (7,285) (8,000) (7,404) (8,398) (9,337) (9,037) (8,964) (9,369) Total Sales $426,998 $412,327
$448,405 $480,987 $517,594 $512,844 $571,352 $579,493 $635,204 Segment Profit SCEM $32,822 $32,670 $32,938 $32,600 $29,761 $34,556 $44,945 $41,091 $47,215 MC 57,157 50,167 62,137 64,915 71,691 70,566 78,132 78,399 94,203 AMH 20,686 20,632
22,809 33,266 34,321 32,095 42,093 40,503 45,304 Total Segment Profit $110,665 $103,469 $117,884 $130,781 $135,773 $137,217 $165,170 $159,993 $186,722 Segment Profit Margin SCEM 22.4% 22.7% 22.5% 21.7% 17.6% 20.7% 24.9% 23.3% 25.1% MC 33.7%
31.5% 33.8% 33.5% 34.9% 34.1% 34.3% 34.7% 36.4% AMH 17.6% 17.8% 18.0% 23.0% 22.6% 21.6% 24.4% 21.8% 22.9% GAAP Segment Trend Data
24 $ in thousands Q419 Q120 Q220 Q320 Q420 Q121 Q221 Q321 Q421 Sales SCEM $146,747 $144,214 $146,213 $150,480 $168,625 $166,541 $180,366 $176,380 $188,004 MC 169,794 159,261 183,758 193,451
205,626 207,099 227,521 225,877 258,866 AMH 117,455 116,137 126,434 144,370 151,741 148,541 172,502 186,200 197,703 Inter-segment elimination (6,998) (7,285) (8,000) (7,404) (8,398) (9,337) (9,037) (8,964) (9,369) Total Sales $426,998 $412,327
$448,405 $480,897 $517,594 $512,844 $571,352 $579,493 $635,204 Adjusted Segment Profit SCEM segment profit $32,822 $32,670 $32,938 $32,600 $29,761 $34,556 $44,945 $41,091 $47,215 Integration costs — — (1,557) — — — — — — Severance and
restructuring costs 184 174 455 277 155 47 51 69 — Charge for fair value write-up of acquired inventory sold (476) 235 — — — — — — 428 SCEM adjusted segment profit $32,530 $33,079 $31,836 $32,877 $29,916 $34,603 $44,996 $41,160 $47,643 MC
segment profit $57,157 $50,167 $62,137 $64,915 $71,691 $70,566 $78,132 $78,399 $94,203 Severance and restructuring costs 195 190 494 301 167 51 55 75 — Charge for fair value write-up of acquired inventory sold 687 126 — — — — — — — MC adjusted
segment profit $58,039 $50,483 $62,631 $65,216 $71,858 $70,617 $78,187 $78,474 $94,203 AMH segment profit $20,686 $20,632 $22,809 $33,266 $34,321 $32,095 $42,093 $40,503 $45,304 Severance and restructuring costs (379) 135 814 213 121 37 38 52 —
Charge for fair value write-up of acquired inventory sold — — — 229 — — — — — AMH adjusted segment profit $20,307 $20,767 $23,623 $33,708 $34,442 $32,132 $42,131 $40,555 $45,304 Adjusted Segment Profit Margin SCEM 22.2% 22.9% 21.8% 21.8% 17.7%
20.8% 24.9% 23.3% 25.3% MC 34.2% 31.7% 34.1% 33.7% 34.9% 34.1% 34.4% 34.7% 36.4% AMH 17.3% 17.9% 18.7% 23.3% 22.7% 21.6% 24.4% 21.8% 22.9% Non-GAAP Segment Trend Data