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) November 4, 2024
 | ||
_______________________________________
Entegris, Inc.
(Exact name of registrant as specified in its charter)
_______________________________________
| (State or Other Jurisdiction of Incorporation) | (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)
___________________________________________________
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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 November 4, 2024 , Entegris, Inc. (the "Company") issued a press release to announce results for the third quarter of 2024 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 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL 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: November 4, 2024 | By: | /s/ Linda LaGorga | ||||||
| Name: | Linda LaGorga | |||||||
| Title: | Senior 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
ENTEGRIS REPORTS RESULTS FOR THIRD QUARTER OF 2024
•Net sales (as reported) of $808 million, decreased 9% from prior year.
•Adjusted net sales (excluding the impact of divestitures) increased 7% from prior year.
•GAAP diluted EPS of $0.51.
•Non-GAAP diluted EPS of $0.77.
BILLERICA, Mass., November 4, 2024 - Entegris, Inc. (NASDAQ: ENTG), today reported its financial results for the Company’s third quarter ended September 28, 2024.
Bertrand Loy, Entegris’ president and chief executive officer, said: “The team delivered margins and non-GAAP EPS within our guidance range, despite third quarter sales coming in below expectations, with revenue growth excluding divestitures of 7 percent year-on-year.”
Mr. Loy added: “2024 is a transition year for the semiconductor industry. The market recovery is taking longer than anticipated and 2024 continues to be a year of limited technology transitions. Customers with significant exposure to AI applications are performing well, but the rest of the industry continues to be challenged. In this environment, we remain focused on maintaining strong profitability while continuing to fund critical investments that further improve our technology leadership and position us to benefit as market demand accelerates.”
“Looking ahead, we remain confident about the growth prospects for the semi industry and Entegris. The technology roadmaps continue to be opportunity-rich for Entegris as our customers drive for more complex device architectures and further miniaturization,” he said. “The resulting process complexity is making our expertise in materials science and materials purity increasingly valuable to our customers. This is expected to fuel our market outperformance and incremental content per wafer opportunities, as new nodes ramp in memory and advanced logic in the years to come.”
Quarterly Financial Results Summary
(in thousands, except percentages and per share data)
| GAAP Results | Sep 28, 2024 | Sep 30, 2023 | Jun 29, 2024 | ||||||||
| Net sales | $807,694 | $888,239 | $812,652 | ||||||||
| Gross margin - as a % of net sales | 46.0 | % | 41.3 | % | 46.2 | % | |||||
| Operating margin - as a % of net sales | 16.9 | % | 13.2 | % | 16.0 | % | |||||
| Net income | $77,582 | $33,212 | $67,696 | ||||||||
| Diluted earnings per common share | $0.51 | $0.22 | $0.45 | ||||||||
| Non-GAAP Results | Sep 28, 2024 | Sep 30, 2023 | Jun 29, 2024 | ||||||||
| Adjusted gross margin - as a % of net sales | 46.0 | % | 41.4 | % | 46.2 | % | |||||
| Adjusted operating margin - as a % of net sales | 23.0 | % | 22.0 | % | 22.0 | % | |||||
| Adjusted EBITDA - as a % of net sales | 28.8 | % | 26.5 | % | 27.8 | % | |||||
| Diluted non-GAAP earnings per common share | $0.77 | $0.68 | $0.71 | ||||||||
Fourth Quarter Outlook
For the Company’s guidance for the fourth quarter ending December 31, 2024, the Company expects sales of $810 million to $840 million. The midpoint of this guidance range represents an 8% year-on-year increase, excluding the impact of
divestitures. GAAP net income of $75 million to $86 million and diluted earnings per common share is expected to be between $0.49 and $0.56. On a non-GAAP basis, the Company expects diluted earnings per common share to range from $0.75 to $0.82, reflecting net income on a non-GAAP basis in the range of $114 million to $125 million. The Company also expects adjusted EBITDA of approximately 28.5% to 29.5% of sales.
Segment Results
The Company currently operates in three segments:
Materials Solutions (MS): MS provides materials-based solutions, such as chemical mechanical planarization slurries and pads, deposition materials, process chemistries and gases, formulated cleans, etchants and other specialty materials that enable our customers to achieve better device performance and faster time to yield, while providing for lower total cost of ownership.
Microcontamination Control (MC): MC offers advanced filtration solutions that improve customers’ yield, device reliability and cost by filtering and purifying critical liquid chemistries and gases used in semiconductor manufacturing processes and other high-technology industries.
Advanced Materials Handling (AMH): AMH develops solutions that improve customers’ yields by protecting critical materials during manufacturing, transportation, and storage including products that 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.
On October 30, 2024, Entegris realigned its operating structure to combine the MC and AMH segments, resulting in two reportable segments: the MS segment and the combined MC / AMH segment. As the realignment occurred during the fourth fiscal quarter of 2024, Entegris has presented the results for its three reporting segments through Q3 2024. Beginning in the fourth quarter, Entegris will provide recasted financial information for the two segment structure.
Third-Quarter Results
Entegris will hold a conference call to discuss its results for the third quarter on Monday, November 4, 2024, at 9:00 a.m. Eastern Time. Participants should dial 800-579-2543 or +1 785-424-1789, referencing confirmation ID: ENTGQ324. Participants are asked to dial in 10 minutes prior to the start of the call. For the live webcast and replay of the call, please Click Here.
Management’s slide presentation concerning the results for the third quarter will be posted on the Investor Relations section of www.entegris.com.
Entegris, Inc. - page 2 of 15
About Entegris
Entegris is a leading supplier of advanced materials and process solutions for the semiconductor and other high-tech industries. Entegris has approximately 8,000 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, 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 Net Sales, 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 net sales to Adjusted Net Sales (excluding divestitures), 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.
Cautionary Note on Forward-Looking Statements
This news release 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 may include statements about fluctuations in demand for semiconductors; global economic uncertainty and the risks inherent in operating a global business; supply chain matters; inflationary pressures; future period guidance or projections; the Company’s performance relative to its markets, including the drivers of such performance; market and technology trends, including the duration and drivers of any growth trends; the development of new products and the success of their introductions; the focus of the Company’s engineering, research and development projects; the Company’s ability to obtain, protect and enforce intellectual property rights; information technology risks; the Company’s ability to execute on our business strategies, including the Company’s expansion of its manufacturing presence in Taiwan and in Colorado Springs; the Company’s capital allocation strategy, which may be modified at any time for any reason, including with respect to share repurchases, dividends, debt repayments and potential acquisitions; the impact of the acquisitions and divestitures the Company has made and commercial partnerships the Company has established, including the acquisition of CMC Materials, Inc. (now known as CMC Materials LLC) (“CMC Materials”); the amount of goodwill we carry on our balance sheets; key employee retention; future capital and other expenditures, including estimates thereof; the Company’s expected tax rate; the impact, financial or otherwise, of any organizational changes or changes in the legal and regulatory environment in which we operate; the impact of accounting pronouncements; quantitative and qualitative disclosures about market risk; climate change and our environmental, social and governance commitments; and other matters. These forward-looking statements are based on current management expectations and assumptions only as of the date of this news release, are not guarantees of future performance and involve substantial risks and uncertainties that are difficult to predict and that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. 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 the Company’s products and solutions; the level of, and obligations associated with, the Company’s indebtedness, including the debts incurred in connection with the acquisition of CMC Materials; risks related to
Entegris, Inc. - page 3 of 15
the acquisition and integration of CMC Materials, including the ability to achieve the anticipated value-creation contemplated by the acquisition of CMC Materials; raw material shortages, supply and labor constraints, price increases, inflationary pressures and rising interest rates; operational, political and legal risks of the Company’s international operations; the Company’s dependence on sole source and limited source suppliers; 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; substantial competition; the Company’s concentrated customer base; the Company’s ability to identify, complete and integrate acquisitions, joint ventures, divestitures or other similar transactions; the Company’s ability to effectively implement any organizational changes; the Company’s ability to protect and enforce intellectual property rights; the impact of regional and global instabilities, hostilities and geopolitical uncertainty, including, but not limited to, the ongoing conflicts between Ukraine and Russia, between Israel and Hamas and other tensions in the Middle East, as well as the global responses thereto; the increasing complexity of certain manufacturing processes; changes in government regulations of the countries in which the Company operates, including the imposition of tariffs, export controls and other trade laws, restrictions and changes to national security and international trade policy, especially as they relate to China; fluctuation of currency exchange rates; fluctuations in the market price of the Company’s stock; and other risk factors and additional information described in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including under the heading “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 15, 2024, and in the Company’s other SEC filings. Except as required under the federal securities laws and the rules and regulations of the SEC, the Company undertakes no obligation to update publicly any forward-looking statements or information contained herein, which speak as of their respective dates.
Entegris, Inc. - page 4 of 15
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
| Three months ended | ||||||||||||||
| Sep 28, 2024 | Sep 30, 2023 | Jun 29, 2024 | ||||||||||||
| Net sales | $807,694 | $888,239 | $812,652 | |||||||||||
| Cost of sales | 435,869 | 521,165 | 436,833 | |||||||||||
| Gross profit | 371,825 | 367,074 | 375,819 | |||||||||||
| Selling, general and administrative expenses | 108,455 | 116,051 | 116,315 | |||||||||||
| Engineering, research and development expenses | 80,903 | 66,810 | 81,885 | |||||||||||
| Amortization of intangible assets | 46,226 | 51,239 | 47,513 | |||||||||||
| Goodwill impairment | — | 15,913 | — | |||||||||||
| Operating income | 136,241 | 117,061 | 130,106 | |||||||||||
| Interest expense, net | 50,419 | 75,594 | 52,527 | |||||||||||
| Other (income) expense, net | (212) | 10,243 | 2,977 | |||||||||||
| Income before income tax expense (benefit) | 86,034 | 31,224 | 74,602 | |||||||||||
| Income tax expense (benefit) | 8,190 | (2,127) | 6,689 | |||||||||||
| Equity in net loss of affiliates | 262 | 139 | 217 | |||||||||||
| Net income | $77,582 | $33,212 | $67,696 | |||||||||||
| Basic earnings per common share: | $0.51 | $0.22 | $0.45 | |||||||||||
| Diluted earnings per common share: | $0.51 | $0.22 | $0.45 | |||||||||||
| Weighted average shares outstanding: | ||||||||||||||
| Basic | 151,196 | 150,127 | 150,801 | |||||||||||
| Diluted | 151,924 | 151,229 | 151,819 | |||||||||||
Entegris, Inc. - page 5 of 15
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
| Nine months ended | |||||||||||
| Sep 28, 2024 | Sep 30, 2023 | ||||||||||
| Net sales | $2,391,371 | $2,711,635 | |||||||||
| Cost of sales | 1,291,907 | 1,558,710 | |||||||||
| Gross profit | 1,099,464 | 1,152,925 | |||||||||
| Selling, general and administrative expenses | 336,963 | 431,514 | |||||||||
| Engineering, research and development expenses | 234,664 | 209,746 | |||||||||
| Amortization of intangible assets | 143,898 | 163,493 | |||||||||
| Goodwill impairment | — | 104,785 | |||||||||
| Gain on termination of alliance agreement | — | (154,754) | |||||||||
| Operating income | 383,939 | 398,141 | |||||||||
| Interest expense, net | 157,325 | 239,020 | |||||||||
| Other expense, net | 17,050 | 13,309 | |||||||||
| Income before income tax expense | 209,564 | 145,812 | |||||||||
| Income tax expense | 18,335 | 2,851 | |||||||||
| Equity in net loss of affiliates | 685 | 269 | |||||||||
| Net income | $190,544 | $142,692 | |||||||||
| Basic earnings per common share: | $1.26 | $0.95 | |||||||||
| Diluted earnings per common share: | $1.26 | $0.95 | |||||||||
| Weighted average shares outstanding: | |||||||||||
| Basic | 150,849 | 149,793 | |||||||||
| Diluted | 151,820 | 150,816 | |||||||||
Entegris, Inc. - page 6 of 15
Entegris, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
| Sep 28, 2024 | Dec 31, 2023 | ||||||||||||||||
| ASSETS | |||||||||||||||||
| Current assets: | |||||||||||||||||
| Cash and cash equivalents | $432,072 | $456,929 | |||||||||||||||
| Trade accounts and notes receivable, net | 503,165 | 457,052 | |||||||||||||||
| Inventories, net | 643,034 | 607,051 | |||||||||||||||
| Deferred tax charges and refundable income taxes | 26,941 | 63,879 | |||||||||||||||
| Assets held-for-sale | 7,004 | 278,753 | |||||||||||||||
| Other current assets | 102,873 | 113,663 | |||||||||||||||
| Total current assets | 1,715,089 | 1,977,327 | |||||||||||||||
| Property, plant and equipment, net | 1,542,356 | 1,468,043 | |||||||||||||||
| Right-of-use assets | 84,788 | 80,399 | |||||||||||||||
| Goodwill | 3,946,575 | 3,945,860 | |||||||||||||||
| Intangible assets, net | 1,138,630 | 1,281,969 | |||||||||||||||
| Deferred tax assets and other noncurrent tax assets | 20,340 | 31,432 | |||||||||||||||
| Other assets | 24,979 | 27,561 | |||||||||||||||
| Total assets | $8,472,757 | $8,812,591 | |||||||||||||||
| LIABILITIES AND EQUITY | |||||||||||||||||
| Current liabilities | |||||||||||||||||
| Current portion of long-term debt | 65,000 | — | |||||||||||||||
| Accounts payable | 174,189 | 134,211 | |||||||||||||||
| Accrued liabilities | 302,336 | 283,158 | |||||||||||||||
| Liabilities held-for-sale | 925 | 19,223 | |||||||||||||||
| Income tax payable | 44,241 | 77,403 | |||||||||||||||
| Total current liabilities | 586,691 | 513,995 | |||||||||||||||
| Long-term debt | 4,060,690 | 4,577,141 | |||||||||||||||
| Long-term lease liabilities | 73,017 | 68,986 | |||||||||||||||
| Other liabilities | 159,849 | 243,875 | |||||||||||||||
| Shareholders’ equity | 3,592,510 | 3,408,594 | |||||||||||||||
| Total liabilities and equity | $8,472,757 | $8,812,591 | |||||||||||||||
Entegris, Inc. - page 7 of 15
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Three months ended | Nine months ended | |||||||||||||
| Sep 28, 2024 | Sep 30, 2023 | Sep 28, 2024 | Sep 30, 2023 | |||||||||||
| Operating activities: | ||||||||||||||
| Net income | $77,582 | $33,212 | $190,544 | $142,692 | ||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation | 47,098 | 39,631 | 139,848 | 130,125 | ||||||||||
| Amortization | 46,226 | 51,239 | 143,898 | 163,493 | ||||||||||
| Share-based compensation expense | 15,552 | 10,280 | 50,349 | 52,416 | ||||||||||
| Provision for deferred income taxes | (22,979) | (28,552) | (47,067) | (95,366) | ||||||||||
| Loss on extinguishment of debt | — | 3,593 | 11,385 | 10,862 | ||||||||||
| Impairment of goodwill | — | 15,913 | — | 104,785 | ||||||||||
| Gain on termination of alliance agreement | — | — | — | (154,754) | ||||||||||
| (Gain) loss from sale of businesses and held-for-sale assets, net | — | — | (4,311) | 28,579 | ||||||||||
| Other | 10,531 | 18,309 | 58,795 | 67,833 | ||||||||||
| Changes in operating assets and liabilities, net of effects of acquisitions: | ||||||||||||||
| Trade accounts and notes receivable | (40,167) | (18,236) | (52,075) | (295) | ||||||||||
| Inventories | (18,213) | 68,349 | (68,872) | 63,340 | ||||||||||
| Accounts payable and accrued liabilities | 95,197 | 27,940 | 52,563 | 11,804 | ||||||||||
| Income taxes payable, refundable income taxes and noncurrent taxes payable | (6,785) | (21,204) | (23,708) | (36,774) | ||||||||||
| Other | (6,815) | (451) | 4,276 | (2,369) | ||||||||||
| Net cash provided by operating activities | 197,227 | 200,023 | 455,625 | 486,371 | ||||||||||
| Investing activities: | ||||||||||||||
| Acquisition of property and equipment | (82,193) | (78,139) | (208,082) | (328,182) | ||||||||||
| Proceeds, net from sale of businesses | 1,189 | — | 250,789 | 134,286 | ||||||||||
| Proceeds from termination of alliance agreement | — | — | — | 169,251 | ||||||||||
| Other | 42 | 1,553 | (1,875) | 1,919 | ||||||||||
| Net cash (used in) provided by investing activities | (80,962) | (76,586) | 40,832 | (22,726) | ||||||||||
| Financing activities: | ||||||||||||||
| Proceeds from debt | — | 100,279 | 254,537 | 217,449 | ||||||||||
| Payments of debt | — | (175,279) | (728,311) | (603,950) | ||||||||||
| Payments for debt issuance costs | — | — | — | (3,475) | ||||||||||
| Payments for dividends | (15,123) | (15,052) | (45,478) | (45,202) | ||||||||||
| Issuance of common stock | 3,150 | 866 | 13,617 | 30,174 | ||||||||||
| Taxes paid related to net share settlement of equity awards | (840) | (1,894) | (16,146) | (11,540) | ||||||||||
| Other | (913) | (345) | (1,815) | (923) | ||||||||||
| Net cash used in financing activities | (13,726) | (91,425) | (523,596) | (417,467) | ||||||||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | 9,525 | (5,009) | 2,282 | (15,597) | ||||||||||
| Increase (decrease) in cash, cash equivalents and restricted cash | 112,064 | 27,003 | (24,857) | 30,581 | ||||||||||
| Cash, cash equivalents and restricted cash at beginning of period | 320,008 | 567,017 | 456,929 | 563,439 | ||||||||||
| Cash, cash equivalents and restricted cash at end of period | $432,072 | $594,020 | $432,072 | $594,020 | ||||||||||
Entegris, Inc. - page 8 of 15
Entegris, Inc. and Subsidiaries
Segment Information
(In thousands)
(Unaudited)
| Three months ended | Nine months ended | ||||||||||||||||
| Net sales | Sep 28, 2024 | Sep 30, 2023 | Jun 29, 2024 | Sep 28, 2024 | Sep 30, 2023 | ||||||||||||
| Materials Solutions | $346,634 | $435,538 | $342,333 | $1,039,003 | $1,324,502 | ||||||||||||
| Microcontamination Control | 286,995 | 286,217 | 293,769 | 848,628 | 839,128 | ||||||||||||
| Advanced Materials Handling | 182,177 | 180,248 | 188,225 | 533,256 | 589,457 | ||||||||||||
| Inter-segment elimination | (8,112) | (13,764) | (11,675) | (29,516) | (41,452) | ||||||||||||
| Total net sales | $807,694 | $888,239 | $812,652 | $2,391,371 | $2,711,635 | ||||||||||||
| Three months ended | Nine months ended | ||||||||||||||||
| Segment profit | Sep 28, 2024 | Sep 30, 2023 | Jun 29, 2024 | Sep 28, 2024 | Sep 30, 2023 | ||||||||||||
| Materials Solutions | $71,706 | $56,955 | $70,268 | $209,098 | $243,171 | ||||||||||||
| Microcontamination Control | 96,704 | 101,132 | 93,709 | 276,968 | 297,790 | ||||||||||||
| Advanced Materials Handling | 30,611 | 31,642 | 28,980 | 84,197 | 115,637 | ||||||||||||
| Total segment profit | 199,021 | 189,729 | 192,957 | 570,263 | 656,598 | ||||||||||||
| Amortization of intangibles | (46,226) | (51,239) | (47,513) | (143,898) | (163,493) | ||||||||||||
| Unallocated expenses | (16,554) | (21,429) | (15,338) | (42,426) | (94,964) | ||||||||||||
| Total operating income | $136,241 | $117,061 | $130,106 | $383,939 | $398,141 | ||||||||||||
Entegris, Inc. - page 9 of 15
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP Gross Profit to Adjusted Gross Profit
(In thousands)
| Three months ended | Nine months ended | ||||||||||||||||
| Sep 28, 2024 | Sep 30, 2023 | Jun 29, 2024 | Sep 28, 2024 | Sep 30, 2023 | |||||||||||||
| Net Sales | $807,694 | $888,239 | $812,652 | $2,391,371 | $2,711,635 | ||||||||||||
| Gross profit-GAAP | $371,825 | $367,074 | $375,819 | $1,099,464 | $1,152,925 | ||||||||||||
| Adjustments to gross profit: | |||||||||||||||||
Restructuring costs 1 | — | 789 | — | — | 8,166 | ||||||||||||
| Adjusted gross profit | $371,825 | $367,863 | $375,819 | $1,099,464 | $1,161,091 | ||||||||||||
| Gross margin - as a % of net sales | 46.0 | % | 41.3 | % | 46.2 | % | 46.0 | % | 42.5 | % | |||||||
| Adjusted gross margin - as a % of net sales | 46.0 | % | 41.4 | % | 46.2 | % | 46.0 | % | 42.8 | % | |||||||
1 Restructuring charges resulting from cost saving initiatives.
Entegris, Inc. - page 10 of 15
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP Segment Profit to Adjusted Operating Income
(In thousands)
(Unaudited)
| Three months ended | Nine months ended | ||||||||||||||||
| Adjusted segment profit | Sep 28, 2024 | Sep 30, 2023 | Jun 29, 2024 | Sep 28, 2024 | Sep 30, 2023 | ||||||||||||
| MS segment profit | $71,706 | $56,955 | $70,268 | $209,098 | $243,171 | ||||||||||||
Restructuring costs 1 | — | 519 | — | — | 7,627 | ||||||||||||
Loss (gain) on sale of businesses and held-for-sale assets, net 2 | — | — | 537 | (4,311) | 28,578 | ||||||||||||
Goodwill impairment 3 | — | 15,913 | — | — | 104,785 | ||||||||||||
Gain on termination of alliance agreement 4 | — | — | — | — | (154,754) | ||||||||||||
Impairment on long-lived assets 5 | — | — | — | 12,967 | — | ||||||||||||
| MS adjusted segment profit | $71,706 | $73,387 | $70,805 | $217,754 | $229,407 | ||||||||||||
| MC segment profit | $96,704 | $101,132 | $93,709 | $276,968 | $297,790 | ||||||||||||
Restructuring costs 1 | — | 215 | — | — | 3,010 | ||||||||||||
| MC adjusted segment profit | $96,704 | $101,347 | $93,709 | $276,968 | $300,800 | ||||||||||||
| AMH segment profit | $30,611 | $31,642 | $28,980 | $84,197 | $115,637 | ||||||||||||
Restructuring costs 1 | — | 467 | — | — | 1,721 | ||||||||||||
| AMH adjusted segment profit | $30,611 | $32,109 | $28,980 | $84,197 | $117,358 | ||||||||||||
| Unallocated general and administrative expenses | $16,554 | $21,429 | $15,338 | $42,426 | $94,964 | ||||||||||||
| Less: unallocated deal and integration costs | (426) | (10,301) | (724) | (3,368) | (48,717) | ||||||||||||
Less: unallocated restructuring costs 1 | — | — | — | — | (86) | ||||||||||||
Less: unallocated acquired tax equalization asset reduction 6 | (2,959) | — | — | (2,959) | — | ||||||||||||
| Adjusted unallocated general and administrative expenses | $13,169 | $11,128 | $14,614 | $36,099 | $46,161 | ||||||||||||
| Total adjusted segment profit | $199,021 | $206,843 | $193,494 | $578,919 | $647,565 | ||||||||||||
| Less: adjusted unallocated general and administrative expenses | (13,169) | (11,128) | (14,614) | (36,099) | (46,161) | ||||||||||||
| Total adjusted operating income | $185,852 | $195,715 | $178,880 | $542,820 | $601,404 | ||||||||||||
1 Restructuring charges resulting from cost saving initiatives.
2 Loss (gain) from the sale of certain businesses and held-for-sale assets, net.
3 Non-cash impairment charges associated with goodwill.
4 Gain on the termination of the alliance agreement with MacDermid Enthone.
5 Impairment of long-lived assets.
6 Represents an asset reduction of an acquired tax equalization asset from the CMC Materials acquisition.
Entegris, Inc. - page 11 of 15
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP Net Income to Adjusted Operating Income and Adjusted EBITDA
(In thousands)
(Unaudited)
| Three months ended | Nine months ended | ||||||||||||||||
| Sep 28, 2024 | Sep 30, 2023 | Jun 29, 2024 | Sep 28, 2024 | Sep 30, 2023 | |||||||||||||
| Net sales | $807,694 | $888,239 | $812,652 | $2,391,371 | $2,711,635 | ||||||||||||
| Net income | $77,582 | $33,212 | $67,696 | $190,544 | $142,692 | ||||||||||||
| Net income - as a % of net sales | 9.6 | % | 3.7 | % | 8.3 | % | 8.0 | % | 5.3 | % | |||||||
| Adjustments to net income: | |||||||||||||||||
| Equity in net loss of affiliates | 262 | 139 | 217 | 685 | 269 | ||||||||||||
| Income tax expense (benefit) | 8,190 | (2,127) | 6,689 | 18,335 | 2,851 | ||||||||||||
| Interest expense, net | 50,419 | 75,594 | 52,527 | 157,325 | 239,020 | ||||||||||||
| Other (income) expense, net | (212) | 10,243 | 2,977 | 17,050 | 13,309 | ||||||||||||
| GAAP - Operating income | 136,241 | 117,061 | 130,106 | 383,939 | 398,141 | ||||||||||||
| Operating margin - as a % of net sales | 16.9 | % | 13.2 | % | 16.0 | % | 16.1 | % | 14.7 | % | |||||||
Goodwill impairment 1 | — | 15,913 | — | — | 104,785 | ||||||||||||
Deal and transaction costs 2 | — | — | — | — | 3,001 | ||||||||||||
| Integration costs: | |||||||||||||||||
Professional fees 3 | 287 | 6,756 | 147 | 2,574 | 32,068 | ||||||||||||
Severance costs 4 | 139 | (454) | 577 | 794 | 1,873 | ||||||||||||
Retention costs 5 | — | 45 | — | — | 1,687 | ||||||||||||
Other costs 6 | — | 3,953 | — | — | 10,087 | ||||||||||||
Restructuring costs 7 | — | 1,202 | — | — | 12,444 | ||||||||||||
Acquired tax equalization asset reduction 8 | 2,959 | — | — | 2,959 | — | ||||||||||||
Loss (gain) on sale of businesses and held-for-sale assets, net 9 | — | — | 537 | (4,311) | 28,579 | ||||||||||||
Gain on termination of alliance agreement 10 | — | — | — | — | (154,754) | ||||||||||||
Impairment of long-lived assets 11 | — | — | — | 12,967 | — | ||||||||||||
Amortization of intangible assets 12 | 46,226 | 51,239 | 47,513 | 143,898 | 163,493 | ||||||||||||
| Adjusted operating income | 185,852 | 195,715 | 178,880 | 542,820 | 601,404 | ||||||||||||
| Adjusted operating margin - as a % of net sales | 23.0 | % | 22.0 | % | 22.0 | % | 22.7 | % | 22.2 | % | |||||||
| Depreciation | 47,098 | 39,631 | 47,407 | 139,848 | 130,125 | ||||||||||||
| Adjusted EBITDA | $232,950 | $235,346 | $226,287 | $682,668 | $731,529 | ||||||||||||
| Adjusted EBITDA - as a % of net sales | 28.8 | % | 26.5 | % | 27.8 | % | 28.5 | % | 27.0 | % | |||||||
1 Non-cash impairment charges associated with goodwill.
2 Deal and transaction costs associated with the CMC Materials acquisition and completed divestitures.
3 Represents professional and vendor fees recorded in connection with services provided by consultants, accountants, lawyers and other third-party service providers to assist us in integrating CMC Materials into our operations. These fees arise outside of the ordinary course of our continuing operations.
4 Represents severance charges related to the integration of the CMC Materials acquisition.
5 Represents retention charges related directly to the CMC Materials acquisition and completed divestitures, and are not part of our normal, recurring cash operating expenses.
6 Represents other employee related costs and other costs incurred relating to the CMC Materials acquisition and the completed divestitures. These costs arise outside of the ordinary course of our continuing operations.
7 Restructuring charges resulting from cost saving initiatives.
8 Represents an asset reduction of an acquired tax equalization asset from the CMC Materials acquisition.
9 Loss (gain) from the sale of certain businesses and held-for-sale assets, net.
10Gain on the termination of the alliance agreement with MacDermid Enthone.
11 Impairment of long-lived assets.
12 Non-cash amortization expense associated with intangibles acquired in acquisitions.
Entegris, Inc. - page 12 of 15
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 | Nine months ended | ||||||||||||||||
| Sep 28, 2024 | Sep 30, 2023 | Jun 29, 2024 | Sep 28, 2024 | Sep 30, 2023 | |||||||||||||
| GAAP net income | $77,582 | $33,212 | $67,696 | $190,544 | $142,692 | ||||||||||||
| Adjustments to net income: | |||||||||||||||||
Goodwill impairment 1 | — | 15,913 | — | — | 104,785 | ||||||||||||
Deal and transaction costs 2 | — | — | — | — | 3,001 | ||||||||||||
| Integration costs: | |||||||||||||||||
Professional fees 3 | 287 | 6,756 | 147 | 2,574 | 32,068 | ||||||||||||
Severance costs 4 | 139 | (454) | 577 | 794 | 1,873 | ||||||||||||
Retention costs 5 | — | 45 | — | — | 1,687 | ||||||||||||
Other costs 6 | — | 3,953 | — | — | 10,087 | ||||||||||||
Restructuring costs 7 | — | 1,202 | — | — | 12,444 | ||||||||||||
Acquired tax equalization asset reduction 8 | 2,959 | — | — | 2,959 | — | ||||||||||||
Loss on extinguishment of debt and modification 9 | — | 4,532 | 796 | 12,347 | 12,893 | ||||||||||||
Loss (gain) on sale of businesses and held-for-sale assets, net 10 | — | — | 537 | (4,311) | 28,579 | ||||||||||||
Gain on termination of alliance agreement 11 | — | — | — | — | (154,754) | ||||||||||||
Infineum termination fee, net 12 | — | — | — | — | (10,877) | ||||||||||||
Impairment of long-lived assets 13 | — | — | — | 12,967 | — | ||||||||||||
Amortization of intangible assets 14 | 46,226 | 51,239 | 47,513 | 143,898 | 163,493 | ||||||||||||
Tax effect of adjustments to net income and discrete tax items15 | (9,611) | (12,810) | (10,157) | (33,309) | (46,996) | ||||||||||||
| Non-GAAP net income | $117,582 | $103,588 | $107,109 | $328,463 | $300,975 | ||||||||||||
| Diluted earnings per common share | $0.51 | $0.22 | $0.45 | $1.26 | $0.95 | ||||||||||||
| Effect of adjustments to net income | $0.26 | $0.46 | $0.26 | $0.91 | $1.05 | ||||||||||||
| Diluted non-GAAP earnings per common share | $0.77 | $0.68 | $0.71 | $2.16 | $2.00 | ||||||||||||
| Diluted weighted averages shares outstanding | 151,924 | 151,229 | 151,819 | 151,820 | 150,816 | ||||||||||||
| Diluted non-GAAP weighted average shares outstanding | 151,924 | 151,229 | 151,819 | 151,820 | 150,816 | ||||||||||||
1 Non-cash impairment charges associated with goodwill.
2 Deal and transaction costs associated with the CMC Materials acquisition and completed divestitures.
3 Represents professional and vendor fees recorded in connection with services provided by consultants, accountants, lawyers and other third-party service providers to assist us in integrating CMC Materials into our operations. These fees arise outside of the ordinary course of our continuing operations.
4 Represents severance charges related to the integration of CMC Materials.
5 Represents retention charges related directly to the CMC Materials acquisition and completed divestitures, and are not part of our normal, recurring cash operating expenses.
6 Represents other employee-related costs and other costs incurred relating to the CMC Materials acquisition and completed divestitures. These costs arise outside of the ordinary course of our continuing operations.
7 Restructuring charges resulting from cost saving initiatives.
8 Represents an asset reduction of an acquired tax equalization asset from the CMC Materials acquisition.
9 Non-recurring loss on extinguishment of debt and modification of our Credit Agreement.
10 Loss (gain) from the sale of certain businesses and held-for-sale assets, net.
11 Gain on the termination of the alliance agreement with MacDermid Enthone.
12Non-recurring gain from Infineum termination fee.
13 Impairment of long-lived assets.
14Non-cash amortization expense associated with intangibles acquired in acquisitions.
15 The tax effect of pre-tax adjustments to net income was calculated using the applicable marginal tax rate for each respective year.
Entegris, Inc. - page 13 of 15
Entegris, Inc. and Subsidiaries
Reconciliation of Reported Net Sales to Adjusted Net Sales (excluding divestitures) Non-GAAP
(In thousands)
(Unaudited)
| Three months ended | Nine months ended | ||||||||||||||||
| Sep 28, 2024 | Sep 30, 2023 | Jun 29, 2024 | Sep 28, 2024 | Sep 30, 2023 | |||||||||||||
| Net sales | $807,694 | $888,239 | $812,652 | $2,391,371 | $2,711,635 | ||||||||||||
Less: divestitures 1 | — | (132,250) | — | (33,907) | (411,513) | ||||||||||||
| Adjusted Net sales (excluding divestitures) Non-GAAP | $807,694 | $755,989 | $812,652 | $2,357,464 | $2,300,122 | ||||||||||||
1 Adjusted for the impact of net sales from divestitures.
Entegris, Inc. - page 14 of 15
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP Outlook to Non-GAAP Outlook *
(In millions, except per share data)
(Unaudited)
Fourth Quarter Outlook | |||||
| Reconciliation GAAP Operating Margin to non-GAAP Operating Margin and Adjusted EBITDA Margin | December 31, 2024 | ||||
| Net sales | $810 - $840 | ||||
| GAAP - Operating income | $136 - $154 | ||||
| Operating margin - as a % of net sales | 16.8% - 18.4% | ||||
| Amortization of intangible assets | 46 | ||||
| Adjusted operating income | $183 - $201 | ||||
| Adjusted operating margin - as a % of net sales | 22.5% - 23.9% | ||||
| Depreciation | 48 | ||||
| Adjusted EBITDA | $231- $248 | ||||
| Adjusted EBITDA - as a % of net sales | 28.5% - 29.5% | ||||
| Fourth Quarter Outlook | |||||
| Reconciliation GAAP net income to non-GAAP net income | December 31, 2024 | ||||
| GAAP net income | $75 - $86 | ||||
| Adjustments to net income: | |||||
| Amortization of intangible assets | 46 | ||||
| Income tax effect | (7) | ||||
| Non-GAAP net income | $114 - $125 | ||||
| Fourth Quarter Outlook | |||||
| Reconciliation GAAP diluted earnings per share to non-GAAP diluted earnings per share | December 31, 2024 | ||||
| Diluted earnings per common share | $0.49 - $0.56 | ||||
| Adjustments to diluted earnings per common share: | |||||
| Amortization of intangible assets | 0.30 | ||||
| Income tax effect | (0.04) | ||||
| Diluted non-GAAP earnings per common share | $0.75 - $0.82 | ||||
*As a result of displaying amounts in millions, rounding differences may exist in the tables. | |||||
### END ###
Entegris, Inc. - page 15 of 15
Earnings Summary November 4, 2024 Third Quarter 2024 Exhibit 99.2
This news release 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 may include statements about fluctuations in demand for semiconductors; global economic uncertainty and the risks inherent in operating a global business; supply chain matters; inflationary pressures; future period guidance or projections; the Company’s performance relative to its markets, including the drivers of such performance; market and technology trends, including the duration and drivers of any growth trends; the development of new products and the success of their introductions; the focus of the Company’s engineering, research and development projects; the Company’s ability to obtain, protect and enforce intellectual property rights; information technology risks; the Company’s ability to execute on our business strategies, including the Company’s expansion of its manufacturing presence in Taiwan and in Colorado Springs; the Company’s capital allocation strategy, which may be modified at any time for any reason, including with respect to share repurchases, dividends, debt repayments and potential acquisitions; the impact of the acquisitions and divestitures the Company has made and commercial partnerships the Company has established, including the acquisition of CMC Materials, Inc. (now known as CMC Materials LLC) (“CMC Materials”); the amount of goodwill we carry on our balance sheets; key employee retention; future capital and other expenditures, including estimates thereof; the Company’s expected tax rate; the impact, financial or otherwise, of any organizational changes or changes in the legal and regulatory environment in which we operate; the impact of accounting pronouncements; quantitative and qualitative disclosures about market risk; climate change and our environmental, social and governance commitments; and other matters. These forward-looking statements are based on current management expectations and assumptions only as of the date of this news release, are not guarantees of future performance and involve substantial risks and uncertainties that are difficult to predict and that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. 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 the Company’s products and solutions; the level of, and obligations associated with, the Company’s indebtedness, including the debts incurred in connection with the acquisition of CMC Materials; risks related to the acquisition and integration of CMC Materials, including the ability to achieve the anticipated value-creation contemplated by the acquisition of CMC Materials; raw material shortages, supply and labor constraints, price increases, inflationary pressures and rising interest rates; operational, political and legal risks of the Company’s international operations; the Company’s dependence on sole source and limited source suppliers; 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; substantial competition; the Company’s concentrated customer base; the Company’s ability to identify, complete and integrate acquisitions, joint ventures, divestitures or other similar transactions; the Company’s ability to effectively implement any organizational changes; the Company’s ability to protect and enforce intellectual property rights; the impact of regional and global instabilities, hostilities and geopolitical uncertainty, including, but not limited to, the ongoing conflicts between Ukraine and Russia, between Israel and Hamas and other tensions in the Middle East, as well as the global responses thereto; the increasing complexity of certain manufacturing processes; changes in government regulations of the countries in which the Company operates, including the imposition of tariffs, export controls and other trade laws, restrictions and changes to national security and international trade policy, especially as they relate to China; fluctuation of currency exchange rates; fluctuations in the market price of the Company’s stock; and other risk factors and additional information described in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”), including under the heading “Risk Factors” in Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed on February 15, 2024, and in the Company’s other SEC filings. Except as required under the federal securities laws and the rules and regulations of the SEC, the Company undertakes no obligation to update publicly any forward-looking statements or information contained herein, which speak as of their respective dates. This presentation contains references to "Adjusted Net Sales ", “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,” “Free Cash Flow,” and other measures 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 measure can be found attached to this presentation. 2 Safe Harbor
3 $ in millions, except per share data 3Q24 3Q23 2Q24 3Q24 over 3Q23 3Q24 over 2Q24 Net Sales $807.7 $888.2 $812.7 (9.1%) (0.6%) Gross Margin 46.0% 41.3% 46.2% Operating Expenses $235.6 $250.0 $245.7 (5.8%) (4.1%) Operating Income $136.2 $117.1 $130.1 16.3% 4.7% Operating Margin 16.9% 13.2% 16.0% Tax Rate 9.5% (6.8%) 9.0% Net Income $77.6 $33.2 $67.7 133.7% 14.6% Diluted Earnings Per Common Share $0.51 $0.22 $0.45 131.8% 13.3% Summary – Consolidated Statement of Operations GAAP
4 $ in millions, except per share data 3Q24 3Q23 2Q24 3Q24 over 3Q23 3Q24 over 2Q24 Net Sales $807.7 $888.2 $812.7 (9.1%) (0.6%) Adjusted Gross Margin – as a % of Net Sales 46.0% 41.4% 46.2% Non-GAAP Operating Expenses2 $186.0 $172.1 $196.9 8.1% (5.5%) Adjusted Operating Income $185.9 $195.7 $178.9 (5.0%) 3.9% Adjusted Operating Margin 23.0% 22.0% 22.0% Non-GAAP Tax Rate3 13.1% 9.3% 13.6% Non-GAAP Net Income4 $117.6 $103.6 $107.1 13.5% 9.8% Diluted Non-GAAP Earnings Per Common Share $0.77 $0.68 $0.71 13.2% 8.5% Adjusted EBITDA $233.0 $235.3 $226.3 (1.0%) 3.0% Adjusted EBITDA – as a % of Net Sales 28.8% 26.5% 27.8% Summary – Consolidated Statement of Operations Non-GAAP1 1.See GAAP to non-GAAP reconciliation tables in the appendix of this presentation. 2.Excludes amortization expense, deal and transaction costs, integration costs, goodwill impairment, restructuring costs, impairment of long-lived assets and loss (gain) on sale of certain businesses and held-for-sale assets. 3.Reflects the tax effect of non-GAAP adjustments and discrete tax items to GAAP taxes. 4. Excludes the items noted in footnotes 2 and 3, interest expense, net, Infineum termination fee, loss on extinguishment of debt and modification, and the tax effect of non-GAAP adjustments. As a result of displaying amounts in millions, rounding differences may exist in the tables.
5 $ in millions 3Q24 3Q23 2Q24 3Q24 over 3Q23 3Q24 over 2Q24 Adjusted Net Sales $807.7 $756.0 $812.7 6.8% (0.6%) Adjusted Gross Margin % 46.0% 44.0% 46.2% Non-GAAP Operating Expenses $186.0 $166.0 $196.9 12.0% (5.5%) Adjusted Operating Income $185.9 $166.4 $178.9 11.7% 3.9% Adjusted Operating Margin 23.0% 22.0% 22.0% Adjusted EBITDA $233.0 $206.2 $226.3 13.0% 3.0% Adjusted EBITDA Margin 28.8% 27.3% 27.8% Summary – Consolidated Statement of Operations (excluding divestitures)1,2 Non-GAAP 1.Excludes the impact of divestitures of the Electronic Chemicals ("EC"), QED, and the Pipeline and Industrial Materials ("PIM") businesses and termination of alliance agreement with MacDermid Enthone. 2.See GAAP to non-GAAP reconciliation tables in the appendix of this presentation. As a result of displaying amounts in millions, rounding differences may exist in the tables. . Excluding Divestitures
6 1. Excludes the impact of divestitures of the Electronic Chemicals ("EC"), QED, and the Pipeline and Industrial Materials ("PIM") businesses and termination of the alliance agreement with MacDermid Enthone. 2. See GAAP to non-GAAP reconciliation tables in the appendix of this presentation. As a result of displaying amounts in millions, rounding differences may exist in the tables. . Sales increase (SEQ) was driven primarily by CMP slurries and advanced deposition materials. Segment profit margin (SEQ) was approximately flat. $ in millions 3Q24 3Q23 2Q24 3Q24 over 3Q23 3Q24 over 2Q24 Net Sales $346.6 $435.5 $342.3 (20.4%) 1.3% Adjusted Net Sales (ex. divestitures)1 $346.6 $303.3 $342.3 14.3% 1.3% Segment Profit $71.7 $57.0 $70.3 25.8% 2.0% Segment Profit Margin 20.7% 13.1% 20.5% Adj. Segment Profit2 $71.7 $73.4 $70.8 (2.3%) 1.3% Adj. Segment Profit Margin2 20.7% 16.8% 20.7% Adj. Segment Profit Margin (ex. divestitures)1 20.7% 14.5% 20.7% Materials Solutions (MS) 3Q24 Highlights
7 1. See GAAP to non-GAAP reconciliation tables in the appendix of this presentation. As a result of displaying amounts in millions, rounding differences may exist in the tables. Microcontamination Control (MC) $ in millions 3Q24 3Q23 2Q24 3Q24 over 3Q23 3Q24 over 2Q24 Net Sales $287.0 $286.2 $293.8 0.3% (2.3%) Segment Profit $96.7 $101.1 $93.7 (4.4%) 3.2% Segment Profit Margin 33.7% 35.3% 31.9% Adj. Segment Profit1 $96.7 $101.3 $93.7 (4.5%) 3.2% Adj. Segment Profit Margin1 33.7% 35.4% 31.9% 3Q24 Highlights Sales decrease (SEQ) was driven by most major product lines, except for gas filtration. Segment profit margin (adjusted) increase (SEQ) was primarily driven by lower spending and a more favorable mix.
8 1. See GAAP to non-GAAP reconciliation tables in the appendix of this presentation. As a result of displaying amounts in millions, rounding differences may exist in the tables. Advanced Materials Handling (AMH) $ in millions 3Q24 3Q23 2Q24 3Q24 over 3Q23 3Q24 over 2Q24 Net Sales $182.2 $180.2 $188.2 1.1% (3.2%) Segment Profit $30.6 $31.6 $29.0 (3.2%) 5.5% Segment Profit Margin 16.8% 17.6% 15.4% Adj. Segment Profit1 $30.6 $32.1 $29.0 (4.7%) 5.5% Adj. Segment Profit Margin1 16.8% 17.8% 15.4% Sales decrease (SEQ), was driven primarily by lower demand for our capex driven microenvironments products. Segment profit margin (adjusted) increase (SEQ), was primarily driven by lower spending. 3Q24 Highlights
9 $ in millions 3Q24 3Q23 2Q24 $ Amount % Total $ Amount % Total $ Amount % Total Cash and Cash Equivalents $432.1 5.1% $594.0 6.0% $320.0 3.8% Accounts Receivable, Net $503.2 5.9% $463.1 4.7% $457.1 5.5% Inventories, Net $643.0 7.6% $662.2 6.7% $633.4 7.6% Net PP&E $1,542.4 18.2% $1,406.4 14.3% $1,495.1 17.9% Total Assets $8,472.8 $9,824.6 $8,336.6 Accounts Payable $174.2 2.1% $139.6 1.4% $141.6 1.7% Other Current Liabilities $347.5 4.1% $543.5 5.5% $298.3 3.6% Long-Term Debt, Including Current Maturities $4,125.7 48.7% $5,425.5 55.2% $4,122.2 49.4% Total Liabilities $4,880.2 57.6% $6,456.3 65.7% $4,834.2 58.0% Total Shareholders’ Equity $3,592.5 42.4% $3,368.3 34.3% $3,502.4 42.0% Summary – Balance Sheet Items As a result of displaying amounts in millions, rounding differences may exist in the tables.
10 $ in millions 3Q24 3Q23 2Q24 Beginning Cash Balance $320.0 $567.0 $340.7 Cash provided by operating activities 197.2 200.0 111.2 Capital expenditures (82.2) (78.1) (59.3) Proceeds from long-term debt — 100.3 — Payments on long-term debt — (175.3) (55.0) Payments for dividends (15.1) (15.1) (15.1) Other investing activities 1.2 1.6 — Other financing activities 1.4 (1.4) 0.1 Effect of exchange rates 9.5 (5.0) (2.7) Ending Cash Balance $432.1 $594.0 $320.0 Free Cash Flow1 $115.0 $121.9 $51.9 Cash Flows 1. Equals cash from operations less capital expenditures. As a result of displaying amounts in millions, rounding differences may exist in the tables.
11 GAAP $ in millions, except per share data 4Q24 Guidance 3Q24 Actual 2Q24 Actual Net Sales $810 - $840 $807.7 $812.7 Operating Expenses $232 - $236 $235.6 $245.7 Net Income $75 - $86 $77.6 $67.7 Diluted Earnings per Common Share $0.49 - $0.56 $0.51 $0.45 Operating Margin 16.8% - 18.4% 16.9% 16.0% Non-GAAP $ in millions, except per share data 4Q24 Guidance 3Q24 Actual 2Q24 Actual Net Sales $810 - $840 $807.7 $812.7 Non-GAAP Operating Expenses1 $186 - $190 $186.0 $196.9 Non-GAAP Net Income1 $114 - $125 $117.6 $107.1 Diluted non-GAAP Earnings per Common Share1 $0.75 - $0.82 $0.77 $0.71 Adjusted EBITDA Margin 28.5% - 29.5% 28.8% 27.8% Outlook 1. See GAAP to non-GAAP reconciliation tables in the appendix of this presentation. As a result of displaying amounts in millions, rounding differences may exist in the tables.
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. 12
Appendix 13
14 $ in millions 1Q23 2Q23 3Q23 4Q23 FY2023 1Q24 2Q24 3Q24 Net Sales $922 $901 $888 $812 $3,524 $771 $813 $808 Adjusted Gross Margin % 44.3% 42.6% 41.4% 42.4% 42.7% 45.6% 46.2% 46.0% Non-GAAP Operating Expenses $204 $183 $172 $176 $736 $174 $197 $186 Adjusted Operating Income $205 $201 $196 $168 $770 $178 $179 $186 Adjusted Operating Margin 22.2% 22.3% 22.0% 20.7% 21.8% 23.1% 22.0% 23.0% Adjusted EBITDA $252 $245 $235 $211 $942 $223 $226 $233 Adjusted EBITDA Margin 27.3% 27.2% 26.5% 26.0% 26.7% 29.0% 27.8% 28.8% Consolidated (as reported) Summary Financials Non-GAAP As a result of displaying amounts in millions, rounding differences may exist in the tables.
15 $ in millions 1Q23 2Q23 3Q23 4Q23 FY2023 1Q24 2Q24 3Q24 Adjusted Net Sales $778 $766 $756 $765 $3,066 $737 $813 $808 Adjusted Gross Margin % 48.3% 45.6% 44.0% 43.4% 45.3% 46.1% 46.2% 46.0% Non-GAAP Operating Expenses $198 $177 $166 $174 $715 $172 $197 $186 Adjusted Operating Income $178 $172 $166 $158 $675 $168 $179 $186 Adjusted Operating Margin 22.9% 22.5% 22.0% 20.6% 22.0% 22.8% 22.0% 23.0% Adjusted EBITDA $218 $215 $206 $200 $840 $213 $226 $233 Adjusted EBITDA Margin 28.1% 28.1% 27.3% 26.2% 27.4% 28.9% 27.8% 28.8% Consolidated (excluding divestitures)1 Summary Financials Non-GAAP 1.Excludes the impact of divestitures of the Electronic Chemicals ("EC"), QED, and the Pipeline and Industrial Materials ("PIM") businesses and termination of the alliance agreement with MacDermid Enthone. As a result of displaying amounts in millions, rounding differences may exist in the tables. Excluding Divestitures
16 Segment (as reported) Financials Non-GAAP $ in millions 1Q23 2Q23 3Q23 4Q23 FY2023 1Q24 2Q24 3Q24 Sales: MS $448 $441 $436 $365 $1,689 $350 $342 $347 MC $269 $284 $286 $288 $1,128 $268 $294 $287 AMH $219 $190 $180 $169 $759 $163 $188 $182 Inter-segment elimination $(14) $(14) $(14) $(10) $(52) $(10) $(12) $(8) Total Sales $922 $901 $888 $812 $3,524 $771 $813 $808 Adjusted Segment Profit: MS $80 $76 $73 $61 $290 $75 $71 $72 MC $99 $101 $101 $98 $399 $87 $94 $97 AMH $49 $36 $32 $21 $138 $25 $29 $31 Adjusted Segment Profit Margin: MS 17.9% 17.2% 16.8% 16.7% 17.2% 21.5% 20.7% 20.7% MC 36.7% 35.5% 35.4% 33.9% 35.3% 32.3% 31.9% 33.7% AMH 22.6% 18.8% 17.8% 12.2% 18.2% 15.1% 15.4% 16.8% As a result of displaying amounts in millions, rounding differences may exist in the tables.
17 Segment (excluding divestitures)1 Financials Non-GAAP $ in millions 1Q23 2Q23 3Q23 4Q23 FY2023 1Q24 2Q24 3Q24 Adjusted Sales: MS $304 $305 $303 $318 $1,231 $316 $342 $347 MC $269 $284 $286 $288 $1,128 $268 $294 $287 AMH $219 $190 $180 $169 $759 $163 $188 $182 Inter-segment elimination $(14) $(14) $(14) $(10) $(52) $(10) $(12) $(8) Total Sales $778 $766 $756 $765 $3,066 $737 $813 $808 Adjusted Segment Profit: MS $53 $47 $44 $51 $195 $65 $71 $72 MC $99 $101 $101 $98 $399 $87 $94 $97 AMH $49 $36 $32 $21 $138 $25 $29 $31 Adjusted Segment Profit Margin: MS 17.5% 15.5% 14.5% 15.9% 15.9% 20.5% 20.7% 20.7% MC 36.7% 35.5% 35.4% 33.9% 35.3% 32.3% 31.9% 33.7% AMH 22.6% 18.8% 17.8% 12.2% 18.2% 15.1% 15.4% 16.8% 1.Excludes the impact of divestitures of the EC, QED, and PIM businesses and termination of the alliance agreement with MacDermid Enthone. As a result of displaying amounts in millions, rounding differences may exist in the tables. Excluding Divestitures
18 $ in millions 1Q23 2Q23 3Q23 4Q23 FY2023 1Q24 2Q24 3Q24 Net sales $922.4 $901.0 $888.2 $812.3 $3,523.9 $771.0 $812.7 $807.7 Divestitures 2 (144.0) (135.2) (132.2) (46.8) (458.4) (33.9) — — Adjusted net sales Non-GAAP $778.4 $765.8 $756.0 $765.4 $3,065.6 $737.1 $812.7 $807.7 Reconciliation of Net Sales (as reported) to Adjusted Net Sales Non-GAAP (excluding divestitures)1 Reconciliation of Adjusted Gross Profit (as reported) to Adjusted (excluding divestitures)1 Gross Profit Non-GAAP $ in millions 1Q23 2Q23 3Q23 4Q23 FY2023 1Q24 2Q24 3Q24 Net sales $922.4 $901.0 $888.2 $812.3 $3,523.9 $771.0 $812.7 $807.7 Adjusted net sales Non-GAAP 3 $778.4 $765.8 $756.0 $765.4 $3,065.6 $737.1 $812.7 $807.7 Gross profit - GAAP 401.7 384.2 367.1 344.7 1,497.6 351.8 375.8 371.8 Adjustments to gross profit: Restructuring costs 4 7.4 — 0.8 — 8.2 — — — Adjusted Gross Profit $409.1 $384.2 $367.9 $344.7 $1,505.8 $351.8 $375.8 $371.8 Divestitures 5 (33.0) (34.6) (35.5) (12.8) (116.0) (12.3) — — Adjusted (excluding divestitures)1 gross profit $376.0 $349.5 $332.3 $331.9 $1,389.8 $339.5 $375.8 $371.8 Gross margin - as a % of net sales 43.5 % 42.6 % 41.3 % 42.4 % 42.5 % 45.6 % 46.2 % 46.0 % Adjusted gross margin - as a % of net sales 44.3 % 42.6 % 41.4 % 42.4 % 42.7 % 45.6 % 46.2 % 46.0 % Adjusted (excluding divestitures)1 gross margin - as a % of adjusted net sales 48.3 % 45.6 % 44.0 % 43.4 % 45.3 % 46.1 % 46.2 % 46.0 % 1.Excludes the impact of divestitures of the EC, QED, and PIM businesses and termination of the alliance agreement with MacDermid Enthone. 2.Adjusted for the full year impact of Net Sales from divestitures of the EC, QED, and PIM businesses and termination of the alliance agreement with MacDermid Enthone. 3. See Reconciliation of Net Sales to Adjusted Net Sales Comparable Non-GAAP within. 4.Restructuring charges resulting from cost-saving initiatives. 5. Adjusted for the full year impact of gross profit from divestitures of the EC, QED, and PIM businesses and termination of the alliance agreement with MacDermid Enthone. As a result of displaying amounts in millions, rounding differences may exist in the tables.
19 Reconciliation of GAAP Operating Expenses (as reported) to Operating Expenses (excluding divestitures)1 Non-GAAP $ in millions 1Q23 2Q23 3Q23 4Q23 FY2023 1Q24 2Q24 3Q24 GAAP Operating Expenses $388.2 $116.6 $250.0 $243.7 $998.4 $234.2 $ 245.7 $ 235.6 Adjustments to operating expenses: Goodwill impairment 1 88.9 — 15.9 10.4 115.2 — — — Deal and transaction costs 2 3.0 — — — 3.0 — — — Integration costs: Professional fees 3 12.0 13.3 6.8 4.6 36.7 2.1 0.1 0.3 Severance costs 4 1.4 1.0 (0.5) (0.4) 1.5 0.1 0.6 0.1 Retention costs 5 1.3 0.4 — — 1.7 — — — Other costs 6 2.3 3.8 4.0 3.6 13.7 — — — Restructuring costs 7 3.9 — 0.4 2.3 6.6 — — — Acquired tax equalization asset reduction 8 — — — — — — — 3.0 Loss (gain) from sale of businesses and held-for-sale assets, net 9 13.6 14.9 — (4.7) 23.8 (4.9) 0.5 — Impairment of long-lived assets 10 — — — 30.5 30.5 13.0 — — Amortization of intangible assets 11 57.6 54.7 51.2 51.0 214.5 50.2 47.5 46.2 Gain on termination of alliance agreement 12 — (154.8) — (30.0) (184.8) — — — Non-GAAP operating expenses $204.3 $183.2 $172.1 $176.4 $736.1 $173.7 $196.9 $186.0 Divestitures 13 (6.2) (6.1) (6.2) (2.4) (21.0) (1.9) — — Operating Expenses (excluding divestitures)1 Non-GAAP $198.0 $177.1 $166.0 $174.0 $715.2 $171.8 $196.9 $186.0 1.Non-cash impairment charges associated with goodwill. 2.Non-recurring deal and transaction costs associated with the CMC Materials acquisition and completed divestitures. 3.Represents professional and vendor fees recorded in connection with services provided by consultants, accountants, lawyers and other third-party service providers to assist us in integrating CMC Materials into our operations. 4. Represent severance charges related to the integration of the CMC Materials acquisition. 5.Represents retention charges related directly to the CMC Materials acquisition and completed divestitures, and are not part of our normal, recurring cash operating expenses. 6.Represents other employee related costs and other costs incurred relating to the CMC Materials acquisition and completed divestitures. These costs arise outside of the ordinary course of our continuing operations. 7. Restructuring charges resulting from cost-saving initiatives. 8.Represents an asset reduction of an acquired tax equalization asset from the CMC Materials acquisition. 9.Non-recurring net loss (gain) from the sale of certain businesses and held-for-sale assets. 10. Impairment of long-lived assets. 11.Non-cash amortization expense associated with intangibles acquired in acquisitions. 12. Gain on termination of the alliance agreement with MacDermid Enthone. 13. Adjusted for the full year impact of operating expenses from divestitures of the EC, QED, and PIM businesses and termination of the alliance agreement with MacDermid Enthone. As a result of displaying amounts in millions, rounding differences may exist in the tables.
20 Reconciliation of GAAP Net Income to Adjusted Operating Income and Adjusted EBITDA $ in millions 1Q23 2Q23 3Q23 4Q23 FY2023 1Q24 2Q24 3Q24 Net sales $922.4 $901.0 $888.2 $812.3 $3,523.9 $771.0 $812.7 $807.7 Net (loss) Income ($88.2) $197.6 $33.2 $38.0 $180.7 $45.3 $67.7 $77.6 Net (loss) income - as a % of net sales (9.6%) 21.9% 3.7% 4.7% 5.1% 5.9% 8.3% 9.6% Adjustments to net (loss) income: Income tax expense (benefit) 21.5 (16.5) (2.1) (11.3) (8.4) 3.5 6.7 8.2 Interest expense, net 84.8 78.6 75.6 62.1 301.1 54.4 52.5 50.4 Other (income) expense, net (4.7) 7.7 10.2 12.1 25.4 14.3 3.0 (0.2) Equity in net loss of affiliates — 0.1 0.1 0.1 0.4 0.2 0.2 0.3 GAAP - Operating income $13.5 $267.6 $117.1 $101.0 $499.2 $117.6 $130.1 $136.2 Operating margin - as a % of net sales 1.5 % 29.7 % 13.2 % 12.4 % 14.2 % 15.3 % 16.0 % 16.9 % Goodwill impairment 1 88.9 — 15.9 10.4 115.2 — — — Deal and transaction costs 2 3.0 — — — 3.0 — — — Integration costs: Professional fees 3 12.0 13.3 6.8 4.6 36.7 2.1 0.1 0.3 Severance costs 4 1.4 1.0 (0.5) (0.4) 1.5 0.1 0.6 0.1 Retention costs 5 1.3 0.4 — — 1.7 — — — Other costs 6 2.3 3.8 4.0 3.6 13.7 — — — Restructuring costs 7 11.2 — 1.2 2.4 14.8 — — — Acquired tax equalization asset reduction 8 — — — — — — — 3.0 Loss (gain) from sale of businesses and held-for-sale assets, net 9 13.6 14.9 — (4.7) 23.8 (4.8) 0.5 — Impairment of long-lived assets 10 — — — 30.5 30.5 13.0 — — Amortization of intangible assets 11 57.6 54.7 51.2 51.0 214.5 50.2 47.5 46.2 Gain on termination of alliance agreement 12 — (154.8) — (30.0) (184.8) — — — Adjusted operating income $204.8 $200.9 $195.7 $168.3 $769.7 $178.1 $178.9 $185.9 Adjusted operating margin - as a % of net sales 22.2 % 22.3 % 22.0 % 20.7 % 21.8 % 23.1 % 22.0 % 23.0 % Depreciation 46.8 43.7 39.6 42.6 172.7 45.3 47.4 47.1 Adjusted EBITDA $251.5 $244.6 $235.3 $210.8 $942.4 $223.4 $226.3 $233.0 Adjusted EBITDA - as a % of net sales 27.3 % 27.2 % 26.5 % 26.0 % 26.7 % 29.0 % 27.8 % 28.8 % 1.Non-cash impairment charges associated with goodwill. 2.Non-recurring deal and transaction costs associated with the CMC Materials acquisition and completed divestitures. 3.Represents professional and vendor fees recorded in connection with services provided by consultants, accountants, lawyers and other third-party service providers to assist us in integrating CMC Materials into our operations. 4. Represent severance charges related to the integration of the CMC Materials acquisition. 5.Represents retention charges related directly to the CMC Materials acquisition and completed divestitures, and are not part of our normal, recurring cash operating expenses. 6. Represents other employee related costs and other costs incurred relating to the CMC Materials acquisition and completed divestitures. These costs arise outside of the ordinary course of our continuing operations. 7. Restructuring charges resulting from cost-saving initiatives 8.Represents an asset reduction of an acquired tax equalization asset from the CMC Materials acquisition. 9.Non-recurring net loss (gain) from the sale of certain businesses and held-for-sale assets. 10. Impairment of long-lived assets. 11.Non-cash amortization expense associated with intangibles acquired in acquisitions. 12.Gain on termination of the alliance agreement with MacDermid Enthone. As a result of displaying amounts in millions, rounding differences may exist in the tables.
21 $ in millions 1Q23 2Q23 3Q23 4Q23 FY2023 1Q24 2Q24 3Q24 Adjusted (excluding divestitures)1 Net Sales 2 $778.4 $765.8 $756.0 $765.4 $3,065.6 $737.1 $812.7 $807.7 Adjusted Operating Income 3 204.8 200.9 195.7 168.3 769.7 178.1 178.9 185.9 Divestitures 4 (26.8) (28.5) (29.3) (10.4) (95.0) (10.4) — — Adjusted (excluding divestitures)1 Operating Income $178.0 $172.4 $166.4 $157.9 $674.7 $167.7 178.9 185.9 Adjusted (excluding divestitures)1 Operating Income - as a % of net sales 22.9% 22.5% 22.0% 20.6% 22.0% 22.8% 22.0% 23.0% Reconciliation of Adjusted Operating Income (as reported) to Adjusted Operating Income (excluding divestitures)1 Non-GAAP Reconciliation of Adjusted EBITDA (as reported) to Adjusted EBITDA (excluding divestitures)1 Non-GAAP $ in millions 1Q23 2Q23 3Q23 4Q23 FY2023 1Q24 2Q24 3Q24 Adjusted (excluding divestitures)1 Net Sales2 $778.4 $765.8 $756.0 $765.4 $3,065.6 $737.1 $812.7 $807.7 Adjusted EBITDA 251.5 244.6 235.3 210.8 942.4 223.4 226.3 233.0 Divestitures 5 (33.2) (29.6) (29.2) (10.4) (102.4) (10.4) — — Adjusted (excluding divestitures)1 EBITDA $218.4 $215.0 $206.2 $200.4 $840.0 $213.1 $226.3 $233.0 Adjusted (excluding divestitures)1 EBITDA - as a % of net sales 28.1% 28.1% 27.3% 26.2% 27.4% 28.9% 27.8% 28.8% 1.Excludes the impact of divestitures of the EC, QED, and PIM businesses and termination of the alliance agreement with MacDermid Enthone. 2. See Reconciliation of Net Sales to Adjusted Net Sales Comparable Non-GAAP within. 3. See Reconciliation of GAAP Net Income to Adjusted Operating Income within. 4. Adjusted for the full year impact of operating income from divestitures of the EC, QED, and PIM businesses and termination of the alliance agreement with MacDermid Enthone. 5. Adjusted for the full year impact of EBITDA from divestitures of the EC, QED, and PIM businesses and termination of the alliance agreement with MacDermid Enthone. As a result of displaying amounts in millions, rounding differences may exist in the tables.
22 $ in millions 1Q23 2Q23 3Q23 4Q23 FY2023 1Q24 2Q24 3Q24 Net Sales: MS Segment Net Sales $448.3 $440.6 $435.5 $365.0 $1,689.5 $350.0 $342.3 $346.6 Adjusted (excluding divestitures)1 Net Sales (144.0) (135.2) (132.2) (46.8) (458.4) (33.9) — — MS Segment (excluding divestitures)1 Adjusted Net Sales $304.3 $305.4 $303.3 $318.1 $1,231.1 $316.1 $342.3 $346.6 Reconciliation of Segment Sales (as reported) to Segment Sales (excluding divestitures)1 Non-GAAP Reconciliation of MS Segment Profit (as reported) to Adjusted MS Segment Profit (excluding divestitures)1 Non-GAAP $ in millions 1Q23 2Q23 3Q23 4Q23 FY2023 1Q24 2Q24 3Q24 MS segment (loss) profit ($29.5) $215.7 $57.0 $53.2 $296.4 $67.1 $70.3 $71.7 Restructuring costs 2 7.1 — 0.5 1.6 9.2 — — — Loss (gain) from the sale of businesses and held-for-sale assets, net 3 13.6 14.9 — (4.7) 23.8 (4.8) 0.5 — Goodwill impairment 4 88.9 — 15.9 10.4 115.2 — — — Gain on termination of alliance agreement5 — (154.8) — (30.0) (184.8) — — — Impairment of long-lived assets6 — — — 30.5 30.5 13.0 — — MS adjusted segment profit $80.1 $75.9 $73.4 $61.0 $290.4 $75.2 $70.8 $71.7 Divestitures 7 (26.8) (28.5) (29.3) (10.4) (95.0) (10.4) — — Adjusted MS Segment Profit (excluding divestitures)1 $53.3 $47.4 $44.0 $50.6 $195.4 $64.9 $70.8 $71.7 1.Excludes the impact of divestitures of the EC, QED, and PIM businesses and termination of the alliance agreement with MacDermid Enthone. 2. Restructuring charges resulting from cost-saving initiatives. 3.Non-recurring loss from the sale of certain business and asset held-for-sale assets, net. 4.Non-cash impairment charges associated with goodwill. 5. Gain on termination of the alliance agreement with MacDermid Enthone. 6.Impairment of long-lived assets. 7. Adjusted for the full year impact of segment profit from divestitures of the the EC, QED, and PIM businesses and termination of the alliance agreement with MacDermid Enthone. As a result of displaying amounts in millions, rounding differences may exist in the tables.
23 $ in millions, except per share data 1Q23 2Q23 3Q23 4Q23 FY2023 1Q24 2Q24 3Q24 GAAP net (loss) income ($88.2) $197.6 $33.2 $38.0 $180.7 $45.3 $67.7 $77.6 Adjustments to net (loss) income: Goodwill impairment 1 88.9 — 15.9 10.4 115.2 — — — Deal and transaction costs 2 3.0 — — — 3.0 — — — Integration costs: Professional fees 3 12.0 13.3 6.8 4.6 36.7 2.1 0.1 0.3 Severance costs 4 1.4 1.0 (0.5) (0.4) 1.5 0.1 0.6 0.1 Retention costs 5 1.3 0.4 — — 1.7 — — — Other costs 6 2.4 3.7 4.0 3.6 13.7 — — — Restructuring costs 7 11.2 — 1.2 2.3 14.7 — — — Acquired tax equalization asset reduction 8 — — — — — — — 3.0 Loss (gain) from the sale of businesses and held-for-sale assets, net 9 13.6 14.9 — (4.7) 23.8 (4.8) 0.5 — Impairment on long-lived assets 10 — — — 30.5 30.5 13.0 — — Amortization of intangible assets 11 57.6 54.7 51.2 51.0 214.5 50.2 47.5 46.2 Loss on extinguishment of debt and modification 12 3.9 4.5 4.5 17.0 29.9 11.6 0.8 — Infineum termination fee, net 13 (10.9) — — — (10.9) — — — Gain on sale of termination of alliance agreement 14 — (154.8) — (30.0) (184.8) — — — Tax effect of adjustments to net (loss) income and discrete items 15 1.6 (35.8) (12.8) (24.3) (71.3) (13.5) (10.2) (9.6) Non-GAAP net income $97.8 $99.6 $103.6 $97.9 $398.9 $103.8 $107.1 $117.6 Diluted (loss) earnings per common share ($0.59) $1.31 $0.22 $0.25 $1.20 $0.30 $0.45 $0.51 Effect of adjustments to net (loss) income $1.24 ($0.65) $0.46 $0.39 $1.45 $0.39 $0.26 $0.26 Diluted non-GAAP earnings per common share $0.65 $0.66 $0.68 $0.65 $2.64 $0.68 $0.71 $0.77 Weighted average diluted shares outstanding 149.4 150.8 151.2 151.3 150.9 151.7 151.8 151.9 Effect of adjustment to diluted weighted average shares outstanding 1.0 — — — — — — — Diluted non-GAAP weighted average shares outstanding 150.4 150.8 151.2 151.3 150.9 151.7 151.8 151.9 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.Non-cash impairment charges associated with goodwill. 2.Non-recurring deal and transaction costs associated with the CMC Materials acquisition and completed divestitures. 3. Represents professional and vendor fees recorded in connection with services provided by consultants, accountants, lawyers and other third-party service providers to assist us in integrating CMC Materials into our operations. 4.Represent severance charges related to the integration of the CMC Materials acquisition. 5. Represents retention charges related directly to the CMC Materials acquisition and completed divestitures, and are not part of our normal, recurring cash operating expenses. 6. Represents other employee related costs and other costs incurred relating to the CMC Materials acquisition and completed divestitures. These costs arise outside of the ordinary course of our continuing operations. 7. Restructuring charges resulting from cost-saving initiatives. 8.Represents an asset reduction of an acquired tax equalization asset from the CMC Materials acquisition 9. Non-recurring net loss (gain) from the sale of certain businesses and held-for-sale assets. 10. Impairment of long-lived assets. 11. Non-cash amortization expense associated with intangibles acquired in acquisitions. 12.Non-recurring loss on extinguishment of debt and modification of our Credit Agreement. 13.Non-recurring gain from the Infineum termination fee. 14.Gain on termination of the alliance agreement with MacDermid Enthone. 15. The tax effect of pre-tax adjustments to net (loss) income was calculated using the applicable marginal tax rate for each respective year. As a result of displaying amounts in millions, rounding differences may exist in the tables in this section.
24 $ in millions Fourth Quarter Outlook Reconciliation GAAP net income to non-GAAP net income: December 31, 2024 GAAP net income $75 - $86 Adjustments to net income: Amortization of intangible assets 46 Income tax effect (7) Non-GAAP net income $114 - $125 $ in millions (except share data) Fourth Quarter Outlook Reconciliation GAAP diluted earnings per share to non-GAAP diluted earnings per share: December 31, 2024 Diluted earnings per common share $0.49 - $0.56 Adjustments to diluted earnings per common share: Amortization of intangible assets 0.30 Income tax effect (0.04) Diluted non-GAAP earnings per common share $0.75 - $0.82 $ in millions Fourth Quarter Outlook Reconciliation GAAP operating expenses to non-GAAP operating expenses: December 31, 2024 GAAP operating expenses $232 - $236 Adjustments to net income: Amortization of intangible assets 46 Non-GAAP operating expenses $186 - $190 Reconciliation of GAAP Outlook to Non-GAAP Outlook* * As a result of displaying amounts in millions, rounding differences may exist in the tables.
25 Reconciliation of GAAP Outlook to Non-GAAP Outlook* (continued) $ in millions Fourth Quarter Outlook Reconciliation GAAP Operating Margin to non-GAAP Operating Margin and Adjusted EBITDA Margin December 31, 2024 Net sales $810 - $840 GAAP - Operating income $136 - $154 Operating margin - as a % of net sales 16.8% - 18.4% Amortization of intangible assets 46 Adjusted operating income $183 - $201 Adjusted operating margin - as a % of net sales 22.5% - 23.9% Depreciation 48 Adjusted EBITDA $231- $248 Adjusted EBITDA - as a % of net sales 28.5% - 29.5% * As a result of displaying amounts in millions, rounding differences may exist in the tables.