Document
false0001101302ENTEGRIS INC 0001101302 2020-02-04 2020-02-04


 
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 4, 2020
  _______________________________________
 Entegris, Inc.
(Exact name of registrant as specified in its charter)
 _______________________________________

Delaware
 
001-32598
 
41-1941551
(State or Other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
129 Concord Road,
Billerica,
MA
 
 
01821
(Address of principal executive offices)
 
 
(Zip Code)
(978) 436-6500
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
___________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common stock, $0.01 par value per share
 
ENTG
 
The Nasdaq Stock Market LLC
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 February 4, 2020, Entegris, Inc. issued a press release to announce results for the fourth quarter and the fiscal year ended December 31, 2019 and will hold a conference call to discuss such results. A copy of this press release and the supplemental slides to which management will refer during the conference call are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
In accordance with General Instructions B.2 of Form 8-K, the information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The information set forth herein will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01.    Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
Exhibit
No.
 
Description
99.1
 
99.2
 
101.INS
  
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
 
XBRL Taxonomy Extension Schema Document
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 





SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
ENTEGRIS, INC.

 
 
 
Dated: February 4, 2020
By:
/s/ Gregory B. Graves
 
Name:
Gregory B. Graves
 
Title:
Executive Vice President and Chief Financial Officer


entegrislogoq42019.gif
 
 
PRESS RELEASE

Bill Seymour
VP of Investor Relations
T + 1 952 556 1844



Exhibit 99.1
FOR RELEASE AT 6:00 AM EST

ENTEGRIS REPORTS RECORD RESULTS FOR FOURTH QUARTER OF 2019

•Fourth-quarter revenue of $427.0 million, increased 6% from prior year
•Fiscal 2019 revenue of $1.6 billion, increased 3%
•Fiscal 2019 GAAP diluted EPS of $1.87, increased 11%
•Fiscal 2019 Non-GAAP diluted EPS of $1.93, increased 2%

BILLERICA, Mass., February 4, 2020 - Entegris, Inc. (NasdaqGS: ENTG), a leader in specialty chemicals and advanced materials solutions for the microelectronics industry, today reported its financial results for the Company’s fourth quarter ended December 31, 2019.
Fourth-quarter sales were $427.0 million, an increase of 6% from the same quarter last year. GAAP fourth-quarter net income was $57.4 million, or $0.42 per diluted share, which included $16.0 million of amortization of intangible assets, $3.4 million of integration costs, $1.0 million in deal costs mainly associated with the recent acquisitions and a $0.2 million charge for fair value write-up of acquired inventory sold. Non-GAAP net income was $74.6 million and non-GAAP net income per diluted share was $0.55.
Bertrand Loy, president and chief executive officer, said: “Our strong performance in the fourth quarter resulted in record sales, EBITDA and EPS. These results were driven by continued traction of our advanced solutions, particularly in the new technology nodes. Our achievement of record sales and EPS in 2019, in the face of a very challenging end market, showcased the strength of our team’s execution and our highly resilient, differentiated and unit-driven business model.”
Mr. Loy added: “I’m optimistic about improving industry conditions in 2020 and we expect our growth will again outpace the market. We continue to believe that Entegris has never been better positioned and more relevant for our customers to help them achieve the targeted levels of chip performance, yields and reliability. Our position is bolstered by our combination of technology leadership; global scale; and world class operational excellence.”

Quarterly Financial Results Summary
(in thousands, except percentages and per share data)
GAAP Results
Q4 2019
Q4 2018
Q3 2019
Net sales
$426,998
$401,642
$394,147
Operating income
$84,085
$71,308
$52,793
Operating margin
19.7
%
17.8
%
13.4
%
Net income
$57,438
$80,784
$40,767
Diluted earnings per share (EPS)
$0.42
$0.57
$0.30
Non-GAAP Results
Non-GAAP adjusted operating income
$104,647
$93,485
$88,220
Non-GAAP adjusted operating margin
24.5
%
23.3
%
22.4
%
Non-GAAP net income
$74,582
$66,300
$68,179
Non-GAAP EPS
$0.55
$0.47
$0.50

First-Quarter Outlook
For the first quarter ending March 28, 2020, the Company expects sales of $415 million to $430 million, net income of $56 million to $63 million and net income per diluted share between $0.41 and $0.46. On a non-GAAP basis, EPS is

_________________________________________________________________________
ENTEGRIS, INC.

129 Concord Road, Building 2

T + 1 978 436 6500
entegris.com

Billerica, MA 01821 USA
F + 1 978 436 6745








expected to range from $0.50 to $0.55 per diluted share, which reflects net income on a non-GAAP basis in the range of $68 million to $75 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, as well as safe and efficient delivery systems to support semiconductor and other advanced manufacturing processes.
Microcontamination Control (MC): MC solutions purify critical liquid chemistries and gases used in semiconductor manufacturing processes and other high-technology industries.
Advanced Materials Handling (AMH): AMH develops solutions to monitor, protect, transport, and deliver critical liquid chemistries, wafers, and substrates for a broad set of applications in the semiconductor industry and other high-technology industries.

Change in Inter-Segment Reporting
In the first quarter of 2019, the Company changed its definition of segment profit to include inter-segment sales. The Company updated its recognition of inter-segment sales to recognize the revenue and profit associated with products and components produced in one segment and supplied to another, before being sold to the ultimate end customer. The Company accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, that is, at approximate market prices. Prior quarter information has been recast to reflect the change in the Company’s definition of segment profit.

Entegris’ 2020 Investor and Analyst Day
Entegris will be hosting an Investor and Analyst Day on May 11, 2020 in New York City. More information on this event will be made available in the near future. If you have any questions please reach out to Bill Seymour, V.P. Investor Relations.

Fourth-Quarter Results Conference Call Details
Entegris will hold a conference call to discuss its results for the fourth quarter on Tuesday, February 4, 2020, at 9:00 a.m. Eastern Time. Participants should dial 800-263-0877 or +1 323-794-2094, referencing confirmation code 2038571. 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 2038571. The replay will be available from February 4, 2020 to March 19, 2020.

The call can also be accessed live and on-demand from the Entegris website. Point your web browser to
http://investor.entegris.com/events.cfm and follow the link to the webcast. The on-demand playback will be available for six weeks after the conclusion of the teleconference.

Management’s slide presentation concerning the results for the third quarter, which may be referred to during the call, will be posted on the investor relations section of www.entegris.com Thursday morning before the call.


Entegris, Inc. - page 2 of 14






ABOUT ENTEGRIS
Entegris is a leader in specialty chemicals and advanced materials solutions for the microelectronics industry and other high-tech industries. Entegris is ISO 9001 certified and has manufacturing, customer service and/or research facilities in the United States, Canada, China, France, Germany, Israel, Japan, Malaysia, Singapore, South Korea and Taiwan. Additional information can be found at www.entegris.com.
Non-GAAP Information
The Company’s condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (GAAP). Adjusted EBITDA, Adjusted Gross Profit, Adjusted Segment Profit, and Adjusted Operating Income, together with related measures thereof, and non-GAAP net income and non-GAAP EPS, are considered “Non-GAAP financial measures” under the rules and regulations of the Securities and Exchange Commission. The presentation of this financial information is not intended to be considered in isolation or as a substitute for, or superior to, the financial information prepared and presented in accordance with GAAP. The Company uses these non-GAAP financial measures for financial and operational decision-making, as a means to evaluate period-to-period comparisons, as well as comparisons to the Company’s competitors' operating results. Management believes that these non-GAAP financial measures provide meaningful supplemental information regarding the Company’s performance and liquidity by excluding certain items that may not be indicative of the Company’s recurring business operating results, such as amortization, depreciation and discrete cash charges that may vary significantly from period to period. The Company believes that both management and investors benefit from referring to these non-GAAP financial measures in assessing and understanding the Company’s results and performance and when planning, forecasting, and analyzing future periods. The Company believes these non-GAAP financial measures are useful to investors both because (1) they allow for greater transparency with respect to key metrics used by management in its financial and operational decision-making and (2) they are used by the Company’s institutional investors and the analyst community to help them analyze the Company’s business. The reconciliations of GAAP Net Income to Adjusted Operating Income and Adjusted EBITDA, GAAP Net Income and Earnings per Share to Non-GAAP Net Income and Earnings per Share, GAAP Gross Profit to Adjusted Gross Profit and GAAP Segment Profit to Adjusted Operating Income are included elsewhere in this release.

Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words “believe,” “expect,” “anticipate,” “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 sales, net income, net income per diluted share, non-GAAP EPS, non-GAAP net income, expenses and other financial metrics; the Company’s performance relative to its markets; the impact, financial or otherwise, of any organizational changes; market and technology trends; the development of new products and the success of their introductions; 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 effect of the Tax Cuts and Jobs Act on the Company’s capital allocation strategy; 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, 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 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; risks associated with the impact of public health epidemics, such as the coronavirus currently impacting China, on our employees, customers and suppliers; the Company’s concentrated customer base; the Company’s ability to identify, effect 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; raw material shortages, supply constraints and price increases; 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

Entegris, Inc. - page 3 of 14






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, 2018, filed on February 11, 2019, 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.


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, 2019
December 31, 2018
September 28, 2019
Net sales
$
426,998

$
401,642

$
394,147

Cost of sales
229,362

221,902

223,797

 
Gross profit
197,636

179,740

170,350

Selling, general and administrative expenses
67,171

60,707

71,232

Engineering, research and development expenses
30,352

30,675

31,173

Amortization of intangible assets
16,028

17,050

15,152

 
Operating income
84,085

71,308

52,793

Interest expense, net
12,743

8,426

10,216

Other expense, net
248

3,176

934

 
Income before income tax expense
71,094

59,706

41,643

Income tax expense (benefit)
13,656

(21,078
)
876

 
Net income
$
57,438

$
80,784

$
40,767

 
 
 
 
 
 
 
 
Basic net income per common share:
$
0.43

$
0.58

$
0.30

Diluted net income per common share:
$
0.42

$
0.57

$
0.30

 
 
 
 
Weighted average shares outstanding:
 
 
 
 
Basic
134,778

139,268

135,092

 
Diluted
136,470

140,515

136,530



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, 2019
December 31, 2018
Net sales
$
1,591,066

$
1,550,497

Cost of sales
879,413

830,666

 
Gross profit
711,653

719,831

Selling, general and administrative expenses
284,807

246,534

Engineering, research and development expenses
121,140

118,456

Amortization of intangible assets
66,428

62,152

 
Operating income
239,278

292,689

Interest expense, net
42,310

30,255

Other (income) expense, net
(121,081
)
8,002

 
Income before income tax expense
318,049

254,432

Income tax expense
63,189

13,677

 
Net income
$
254,860

$
240,755

 
 
 
 
 
 
Basic net income per common share:
$
1.89

$
1.71

Diluted net income per common share:
$
1.87

$
1.69

 
 
 
 
Weighted average shares outstanding:
 
 
 
Basic
135,137

141,026

 
Diluted
136,568

142,610



Entegris, Inc. - page 6 of 14






Entegris, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
 
 
 
December 31, 2019
 
December 31, 2018
ASSETS
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
351,911

 
$
482,062

Trade accounts and notes receivable, net
234,409

 
222,055

Inventories, net
 
287,098

 
268,140

Deferred tax charges and refundable income taxes
24,552

 
17,393

Other current assets
34,427

 
39,688

Total current assets
932,397

 
1,029,338

Property, plant and equipment, net
479,544

 
419,529

Other assets:
 
 
 
 
 
Right-of-use assets
50,160

 
—

Goodwill
695,044

 
550,202

Intangible assets, net
333,952

 
295,687

Deferred tax assets and other noncurrent tax assets
11,245

 
10,162

Other
 
13,744

 
12,723

Total assets
 
$
2,516,086

 
$
2,317,641

LIABILITIES AND EQUITY
 
 
Current liabilities
 
 
 
 
Long-term debt, current maturities
 
4,000

 
4,000

Accounts payable
 
84,207

 
93,055

Accrued liabilities
 
150,118

 
141,020

Income tax payable
 
26,108

 
31,593

Total current liabilities
264,433

 
269,668

Long-term debt, excluding current maturities
932,484

 
934,863

Long-term lease liability
 
43,827

 
—

Other liabilities
 
109,453

 
101,085

Shareholders’ equity
 
1,165,889

 
1,012,025

   Total liabilities and equity
$
2,516,086

 
$
2,317,641



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, 2019
December 31, 2018
December 31, 2019
December 31, 2018
Operating activities:
 
 
 
 
Net income
$
57,438

$
80,784

$
254,860

$
240,755

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
Depreciation
20,352

16,880

74,975

65,116

Amortization
16,028

17,050

66,428

62,152

Stock-based compensation expense
4,714

4,385

19,629

17,112

Provision for deferred income taxes
(11,885
)
(10,810
)
(14,008
)
(11,876
)
Loss on extinguishment of debt

—

2,319

—

2,429

Other
9,300

5,804

23,551

16,278

Changes in operating assets and liabilities, net of effects of acquisitions:
 
 
 
 
Trade accounts and notes receivable
27,241

(8,760
)
(3,164
)
(17,473
)
Inventories
(15,665
)
(9,312
)
(21,354
)
(38,100
)
Accounts payable and accrued liabilities
9,264

29,390

(22,647
)
19,950

Income taxes payable, refundable income taxes and noncurrent taxes payable
17,080

(21,188
)
(3,494
)
(30,381
)
Other
(5,223
)
(15,215
)
7,522

(13,386
)
Net cash provided by operating activities
128,644

91,327

382,298

312,576

Investing activities:
 
 
 
 
Acquisition of property and equipment
(25,932
)
(34,816
)
(112,355
)
(110,153
)
Acquisition of business, net of cash
(10,996
)
(426
)
(277,369
)
(380,694
)
Other
1,069

(111
)
3,884

4,903

Net cash used in investing activities
(35,859
)
(35,353
)
(385,840
)
(485,944
)
Financing activities:
 
 
 
 
Proceeds from long-term borrowings
—

400,000

—

402,000

Payments on long-term debt
(2,000
)
(108,850
)
(4,000
)
(135,850
)
Dividend payments
(10,787
)
(9,890
)
(40,566
)
(39,591
)
Payments for debt extinguishment costs
—

—

—

—

Issuance of common stock
2,940

2,548

7,291

5,577

Taxes paid related to net share settlement of equity awards
(145
)
(134
)
(8,722
)
(14,686
)
Repurchase and retirement of common stock
(15,000
)
(143,781
)
(80,321
)
(173,781
)
Other
—

(8,512
)
(502
)
(9,258
)
Net cash (used in) provided by financing activities
(24,992
)
131,381

(126,820
)
34,411

Effect of exchange rate changes on cash and cash equivalents
1,370

(186
)
211

(4,389
)
Increase (decrease) in cash and cash equivalents
69,163

187,169

(130,151
)
(143,346
)
Cash and cash equivalents at beginning of period
282,748

294,893

482,062

625,408

Cash and cash equivalents at end of period
$
351,911

$
482,062

$
351,911

$
482,062



Entegris, Inc. - page 8 of 14






Entegris, Inc. and Subsidiaries
Segment Information
(In thousands)
(Unaudited)
Note: In the first quarter of 2019, the Company changed its definition of segment profit to include inter-segment sales. The Company updated its recognition of inter-segment sales to recognize the revenue and profit associated with products and components produced in one segment and supplied to another, before being sold to the ultimate end customer. The Company accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, that is, at approximate market prices. Inter-segment sales are presented as an elimination below. Prior quarter information has been recast to reflect the change in the Company’s definition of segment profit.
 
Three months ended
Twelve months ended
Net sales
December 31, 2019
December 31, 2018
September 28, 2019
December 31, 2019
December 31, 2018
Specialty Chemicals and Engineered Materials
$
146,747

$
133,928

$
127,750

$
526,519

$
530,241

Microcontamination Control
169,794

158,500

155,979

633,664

553,838

Advanced Materials Handling
117,455

115,527

117,256

458,290

493,404

Inter-segment elimination
$
(6,998
)
$
(6,313
)
$
(6,838
)
$
(27,407
)
$
(26,986
)
Total net sales
$
426,998

$
401,642

$
394,147

$
1,591,066

$
1,550,497


 
Three months ended
Twelve months ended
Segment profit
December 31, 2019
December 31, 2018
September 28, 2019
December 31, 2019
December 31, 2018
Specialty Chemicals and Engineered Materials
$
32,822

$
28,221

$
17,074

$
98,327

$
127,080

Microcontamination Control
57,157

46,879

46,792

194,398

166,852

Advanced Materials Handling
20,686

19,096

17,077

75,173

92,327

Total segment profit
110,665

94,196

80,943

367,898

386,259

Amortization of intangibles
16,028

17,050

15,152

66,428

62,152

Unallocated expenses
10,552

5,838

12,998

62,192

31,418

Total operating income
$
84,085

$
71,308

$
52,793

$
239,278

$
292,689




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, 2019
December 31, 2018
September 28, 2019
December 31, 2019
December 31, 2018
Net sales
$
426,998

$
401,642

$
394,147

$
1,591,066

$
1,550,497

Gross profit-GAAP
$
197,636

$
179,740

$
170,350

$
711,653

$
719,831

Adjustments to gross profit:
 
 
 
 
 
Severance related to organizational realignment
(12
)
460

990

1,336

460

Charge for fair value mark-up of acquired inventory sold
211

3,379

4,483

7,544

6,868

Adjusted gross profit
$197,835
$183,579
$175,823
$720,533
$727,159
 
 
 
 
 
 
Gross margin - as a % of net sales
46.3
%
44.8
%
43.2
%
44.7
%
46.4
%
Adjusted gross margin - as a % of net sales
46.3
%
45.7
%
44.6
%
45.3
%
46.9
%


Entegris, Inc. - page 10 of 14






Entegris, Inc. and Subsidiaries
Reconciliation of GAAP Segment Profit to Adjusted Operating Income
(In thousands)
(Unaudited)
Note: In the first quarter of 2019, the Company changed its definition of segment profit to include inter-segment sales. The Company updated its recognition of inter-segment sales to recognize the revenue and profit associated with products and components produced in one segment and supplied to another, before being sold to the ultimate end customer. The Company accounts for inter-segment sales and transfers as if the sales or transfers were to third parties, that is, at approximate market prices. Prior quarter information has been recast to reflect the change in the Company’s definition of segment profit.
 
Three months ended
Twelve months ended
Segment profit-GAAP
December 31, 2019
December 31, 2018
September 28, 2019
December 31, 2019
December 31, 2018
Specialty Chemicals and Engineered Materials
$
32,822

$
28,221

$
17,074

$
98,327

$
127,080

Microcontamination Control
57,157

46,879

46,792

194,398

166,852

Advanced Materials Handling
20,686

19,096

17,077

75,173

92,327

Total segment profit
110,665

94,196

80,943

367,898

386,259

Amortization of intangible assets
16,028

17,050

15,152

66,428

62,152

Unallocated expenses
10,552

5,838

12,998

62,192

31,418

    Total operating income
$
84,085

$
71,308

$
52,793

$
239,278

$
292,689

 
Three months ended
Twelve months ended
Adjusted segment profit
December 31, 2019
December 31, 2018
September 28, 2019
December 31, 2019
December 31, 2018
Specialty Chemicals and Engineered Materials 1 
$
32,530

$
28,221

$
23,700

$
105,995

$
127,080

Microcontamination Control 2
58,039

50,258

49,769

201,016

173,720

Advanced Materials Handling 3
20,307

19,556

20,212

78,507

93,253

Total adjusted segment profit
110,876

98,035

93,681

385,518

394,053

Adjusted amortization of intangible assets4
—

—

—

—

—

Adjusted unallocated expenses5
6,229

4,550

5,461

23,678

23,060

    Total adjusted operating income
$
104,647

$
93,485

$
88,220

$
361,840

$
370,993

1 Adjusted segment profit for Specialty Chemicals and Engineered Materials excludes charges for fair value mark-up of acquired inventory sold of ($476), $4,483 for the three months ended December 31, 2019 and September 28, 2019, respectively, and $4,822 for the twelve months ended December 31, 2019. Adjusted segment profit for Specialty Chemicals and Engineered Materials excludes severance and restructuring costs of $184 and $2,143 for the three months ended December 31, 2019 and September 28, 2019, respectively, and $2,846 for the twelve months ended December 31, 2019.
2 Adjusted segment profit for Microcontamination Control excludes charges for fair value mark-up of acquired inventory sold of $687 and $3,379 for the three months ended December 31, 2019 and December 31, 2018, respectively, and $2,722 and $6,868 for the twelve months ended December 31, 2019 and December 31, 2018. Adjusted segment profit for Microcontamination Control excludes severance and restructuring costs of $195 and $2,977 for the three months ended December 31, 2019 and September 28, 2019, respectively, and $3,896 for the twelve months ended December 31, 2019.
3 Adjusted segment profit for Advanced Material Handling excludes severance and restructuring costs of ($379) and $3,135 for the three months ended December 31, 2019 and September 28, 2019, respectively, and $3,334 for the twelve months ended December 31, 2019. Adjusted segment profit for Advanced Materials Handling excludes charges for impairment of equipment and loss on sale of subsidiary of $460 and $466, respectively, for the twelve months ended December 31, 2018.
4 Adjusted amortization of intangible assets excludes amortization expense of $16,028, $17,050, and $15,152 for the three months ended December 31, 2019, December 31, 2018, and September 28, 2019, respectively, and $66,428 and $62,152 for the twelve months ended December 31, 2019 and December 31, 2018, respectively.
5 Adjusted unallocated expenses excludes deal and integration expenses of $4,323, $1,288, and $7,289 for the three months ended December 31, 2019, December 31, 2018 and September 28, 2019, respectively, and $36,096 and $8,358 for the twelve months ended December 31, 2019 and December 31, 2018, respectively. Adjusted unallocated expenses excludes severance and restructuring costs of $248 for the three months ended September 28, 2019 and $2,418 for the twelve months ended December 31, 2019.


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, 2019
December 31, 2018
September 28, 2019
December 31, 2019
December 31, 2018
Net sales
$
426,998

$
401,642

$
394,147

$
1,591,066

$
1,550,497

Net income
$
57,438

$
80,784

$
40,767

$
254,860

$
240,755

Adjustments to net income:
 
 
 
 
 
Income tax expense (benefit)
13,656

(21,078
)
876

63,189

13,677

Interest expense, net
12,743

8,426

10,216

42,310

30,255

Other expense (income), net
248

3,176

934

(121,081
)
8,002

GAAP - Operating income
84,085

71,308

52,793

239,278

292,689

Charge for fair value write-up of acquired inventory sold
211

3,379

4,483

7,544

6,868

Deal costs
973

—

4,891

26,164

5,121

Integration costs
3,350

1,288

2,398

9,932

3,237

Severance and restructuring costs
—

460

8,503

12,494

460

Loss on sale of subsidiary
—

—

—

—

466

Amortization of intangible assets
16,028

17,050

15,152

66,428

62,152

Adjusted operating income
104,647

93,485

88,220

361,840

370,993

Depreciation
20,352

16,880

19,306

74,975

65,116

Adjusted EBITDA
$
124,999

$
110,365

$
107,526

$
436,815

$
436,109

 
 
 
 
 
 
Net income - as a % of net sales
13.5
%
20.1
%
10.3
%
16.0
%
15.5
%
Adjusted operating margin
24.5
%
23.3
%
22.4
%
22.7
%
23.9
%
Adjusted EBITDA - as a % of net sales
29.3
%
27.5
%
27.3
%
27.5
%
28.1
%




Entegris, Inc. - page 12 of 14






Entegris, Inc. and Subsidiaries
Reconciliation of GAAP Net Income and Earnings per Share to Non-GAAP Net Income and Earnings per Share
(In thousands, except per share data)
(Unaudited)

 
Three months ended
Twelve months ended
 
December 31, 2019
December 31, 2018
September 28, 2019
December 31, 2019
December 31, 2018
GAAP net income
$
57,438

$
80,784

$
40,767

$
254,860

$
240,755

Adjustments to net income:
 
 
 
 
 
Charge for fair value write-up of inventory acquired
211

3,379

4,483

7,544

6,868

Deal costs
973

—

4,891

26,575

5,121

Integration costs
3,350

1,288

2,398

9,932

3,237

Severance and restructuring costs
—

460

8,503

12,494

460

Loss on debt extinguishment and modification
1,980

2,319

—

1,980

2,319

Versum termination fee, net
—

—

—

(122,000
)
—

Loss on sale of subsidiary
—

—

—

—

466

Amortization of intangible assets
16,028

17,050

15,152

66,428

62,152

Tax effect of legal entity restructuring
—

(34,478
)
—

9,398

(34,478
)
Tax effect of adjustments to net income and discrete items1
(5,398
)
(5,603
)
(8,015
)
(3,124
)
(17,812
)
Tax effect of Tax Cuts and Jobs Act

—

1,101

—

—

683

Non-GAAP net income
$
74,582

$
66,300

$
68,179

$
264,087

$
269,771

 
 
 
 
 
 
Diluted earnings per common share
$
0.42

$
0.57

$
0.30

$
1.87

$
1.69

Effect of adjustments to net income
$
0.13

$
(0.10
)
$
0.20

$
0.07

$
0.20

Diluted non-GAAP earnings per common share
$
0.55

$
0.47

$
0.50

$
1.93

$
1.89

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
March 28, 2020
GAAP net income
$56 - $63

Adjustments to net income:
 
Restructuring and integration costs
2

Amortization of intangible assets
13

Income tax effect
(3
)
Non-GAAP net income
$68 - $75


 
First-Quarter Outlook
Reconciliation GAAP diluted earnings per share to non-GAAP diluted earnings per share
March 28, 2020
Diluted earnings per common share
$0.41 - $0.46

Adjustments to diluted earnings per common share:
 
Restructuring and integration costs
0.01

Amortization of intangible assets
0.10

Income tax effect
(0.02
)
Diluted non-GAAP earnings per common share
$0.50 to $0.55


### END ###


Entegris, Inc. - page 14 of 14
Exhibit 99.2 Earnings Summary Fourth Quarter 2019 February 4, 2020

 
SAFE HARBOR This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 sales, net income, net income per diluted share, non-GAAP EPS, non-GAAP net income, expenses and other financial metrics; the Company’s performance relative to its markets; the impact, financial or otherwise, of any organizational changes; market and technology trends; the development of new products and the success of their introductions; 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 effect of the Tax Cuts and Jobs Act on the Company’s capital allocation strategy; 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, 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 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; risks associated with the impact of public health epidemics, such as the coronavirus currently impacting China, on our employees, customers and suppliers; the Company’s concentrated customer base; the Company’s ability to identify, effect 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; raw material shortages, supply constraints and price increases; 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, 2018, filed on February 11, 2019, 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 Margin,” “Adjusted EBITDA – as a % of Net Sales”, “Adjusted Operating Income,” “Adjusted Operating Margin”, “Adjusted Gross Profit,” “Adjusted Gross Profit Margin”, “Adjusted Segment Profit”, “Adjusted Segment Profit Margin”, “Non-GAAP Net Income” and “Diluted Non-GAAP Earnings per Share” that are not presented in accordance GAAP. The non-GAAP financial measures should not be considered in isolation or as a substitute for GAAP financial measures but should instead be read in conjunction with the GAAP financial measures. Further information with respect to and reconciliations of such measures to the most directly comparable GAAP financial measure can be found attached to this presentation. 2

 
4Q19 AND FY 2019 FINANCIAL HIGHLIGHTS • Fourth-quarter revenue of $427.0 million, increased 6% from prior year • Fiscal 2019 revenue of $1.6 billion, increased 3% • Fiscal 2019 GAAP diluted EPS of $1.87, increased 11% • Fiscal 2019 Non-GAAP diluted EPS of $1.93, increased 2% 3

 
Summary – Consolidated Statement of Operations (GAAP) 4Q19 over 4Q19 over $ in millions, except per share data 4Q19 4Q19 Guidance 3Q19 4Q18 4Q18 3Q19 Net Revenue $427.0 $420 -$435 $394.1 $401.6 6.3% 8.3% Gross Margin 46.3% 43.2% 44.8% Operating Expenses $113.6 $109 - $111 $117.6 $108.4 4.8% (3.4%) Operating Income $84.1 $52.8 $71.3 18.0% 59.3% Operating Margin 19.7% 13.4% 17.8% Tax Rate 19.2% 2.1% (35.3%) Net Income $57.4 $51 - $58 $40.8 $80.8 (29.0%) 40.7% Earnings per diluted share $0.42 $0.38 - $0.43 $0.30 $0.57 (26.3%) 40.0% 4

 
Summary – Consolidated Statement of Operations (Non-GAAP)1 4Q19 over 4Q19 over $ in millions, except per share data 4Q19 4Q19 Guidance 3Q19 4Q18 4Q18 3Q19 Net Revenue $427.0 $420 -$435 $394.1 $401.6 6.3% 8.3% Adjusted Gross Margin2 46.3% 44.6% 45.7% Non-GAAP Operating $93.2 $90 - $92 $87.6 $90.1 3.4% 6.4% Expenses3 Adjusted Operating Income $104.6 $88.2 $93.5 11.9% 18.6% Adjusted Operating Margin 24.5% 22.4% 23.3% Non-GAAP Tax Rate4 20.3% 11.5% 21.3% Non-GAAP Net Income5 $74.6 $69 - $76 $68.2 $66.3 12.5% 9.4% Non-GAAP EPS $0.55 $0.51 - $0.56 $0.50 $0.47 17.0% 10.0% 1. See GAAP to Non-GAAP reconciliation tables in the appendix of this presentation. 2. Adjusted Gross Margin excludes charge for fair value write-up of acquired inventory sold and severance and restructuring costs. 3. Non-GAAP Operating Expenses exclude amortization expense, deal costs, integration costs, loss on sale of subsidiary, and severance and restructuring costs. 4. Non-GAAP Tax Rate reflects the tax effect of non-GAAP adjustments and discrete tax items to GAAP taxes. 5. Non-GAAP Net Income excludes amortization expense, loss on debt extinguishment and modification, the tax effect of non-GAAP adjustments and discrete tax items to GAAP taxes. 5

 
Summary – Consolidated Statement of Operations (GAAP) Fiscal Year Ended Fiscal Year Ended $ in millions, except per share data December 31, 2019 December 31, 2018 Year-over-Year Net Revenue $1,591.1 $1,550.5 2.6% Gross Margin 44.7% 46.4% Operating Expenses $472.4 $427.1 10.6% Operating Income $239.3 $292.7 (18.2%) Operating Margin 15.0% 18.9% Tax Rate 19.9% 5.4% Net Income $254.9 $240.8 5.9% EPS $1.87 $1.69 10.7% 6

 
Summary – Consolidated Statement of Operations (NON-GAAP)1 Fiscal Year Ended Fiscal Year Ended $ in millions, except per share data December 31, 2019 December 31, 2018 Year-over-Year Net Revenue $1,591.1 $1,550.5 2.6% Adjusted Gross Margin2 45.3% 46.9% Non-GAAP Operating Expenses3 $358.7 $356.2 0.7% Adjusted Operating Income $361.8 $371.0 (2.5%) Adjusted Operating Margin 22.7% 23.9% Non-GAAP Tax Rate4 17.7% 19.5% Non-GAAP Net Income5 $264.1 $269.8 (2.1%) Non-GAAP EPS $1.93 $1.89 2.1% 1. See GAAP to Non-GAAP reconciliation tables in the appendix of this presentation. 2. Adjusted gross margin excludes certain impairment of equipment and severance charges an fair value mark-up of acquired inventory. 3. Non-GAAP Operating Expenses exclude amortization expense, severance charges and impairment of equipment and intangibles. 4. Non-GAAP Tax Rate reflects the tax effect of non-GAAP adjustments and discrete tax items to GAAP taxes. 5. Non-GAAP Net Income excludes amortization expense, severance charges, loss on debt extinguishment and modification, the Versum termination fee, net, and impairment of assets. 7

 
RESULTS BY SEGMENT1 Specialty Chemicals Microcontamination Advanced and Engineered Control Segment3 Materials Handling 2 Materials Segment 4 $ in millions Segment $180 40% $180 40% $180 40% $160 35% $160 35% $160 35% $140 $140 $140 30% 30% 30% $120 $120 $120 25% 25% 25% $100 $100 $100 20% 20% 20% $80 $80 $80 15% 15% $60 15% $60 $60 10% $40 10% $40 $40 10% 5% $20 5% $20 $20 5% $0 0% $0 0% 4Q18 1Q19 2Q19 3Q19 4Q19 $0 0% 4Q18 1Q19 2Q19 3Q19 4Q19 4Q18 1Q19 2Q19 3Q19 4Q19 Sales Adj. Op. margin Sales Adj. Op. margin Sales Adj. Op. margin 1. In 1Q19, the Company changed its definition of segment profit to include inter-segment sales. Prior period information has been recast to reflect the change. Adjusted segment operating margin excludes amortization of intangibles and unallocated expenses. 2. Segment profit for SCEM includes a charge for fair value write-up of inventory of $120K, $695K, $4,483K and ($476)K for 1Q19, 2Q19, 3Q19 and 4Q19, respectively and severance charges of $519K, $2,143K and 184K in 1Q19, 3Q19 and 4Q19, respectively. 3. Segment profit for MC includes a charge for fair value write-up of inventory of $3,379K, $2,035K and $687K for 4Q18, 1Q19 and 4Q19, respectively. Segment profit for MC includes severance charges of $724K, $2,977K and $195K for 1Q19, 3Q19 and 4Q19, respectively. 4. Segment profit for AMH includes severance and restructuring charges of $460K, $578K, $3,135 and ($379)K for 4Q18, 1Q19, 3Q19 and 4Q19, respectively. 8

 
REVENUE BY GEOGRAPHY 2019 Revenue by Geography 2019 vs. 2018 Growth Rate Revenue = $ million Taiwan 7% Taiwan N. America 10% N. America $309.8M $380.9M South Korea 1% Southeast Japan -2% Asia $103.6M $132.2M Europe China 5% $244.4M Europe -4% $205.5M Japan Southeast Asia -12% South Korea $214.7M China -20% -10% 0% 10% 20% 9

 
Summary – Balance Sheet Items $ in millions 4Q19 3Q19 4Q18 $ Amount % Total $ Amount % Total $ Amount % Total Cash & Cash Equivalents $351.9 14.0% $282.7 11.5% $482.1 20.8% Accounts Receivable, net $234.4 9.3% $261.3 10.6% $222.1 9.6% Inventories $287.1 11.4% $290.3 11.8% $268.1 11.6% Net PP&E $479.5 19.1% $470.0 19.0% $419.5 18.1% Total Assets $2,516.1 $2,467.7 $2,317.6 Current Liabilities1 $264.4 10.5% $213.1 8.6% $269.7 11.6% Long-term debt, excluding $932.5 37.1% $934.1 37.9% $934.9 40.3% current maturities Total Liabilities $1,350.2 53.7% $1,347.8 54.6% $1,305.6 56.3% Total Shareholders’ Equity $1,165.9 46.3% $1,119.9 45.4% $1,012.0 43.7% AR – DSOs 50.1 60.5 50.4 Inventory Turns 3.2 3.2 3.3 1. Current Liabilities in 4Q19, 3Q19 and 4Q18 includes $4 million of current maturities of long term debt. 10

 
ADJUSTED EBITDA MARGIN1 Adjusted EBITDA and Adjusted EBITDA Margin 130 29.3% 28.9% 28.5% 27.7% $125 120 27.7% 27.7% 27.5% 27.8% 27.3% 26.8% 110 $109 $110 $110 $109 25.2% $106 $108 100 23.9% $96 $97 90 $95 $88 80 $76 70 60 50 1Q17 2Q17 3Q17 4Q17 1Q18 2Q18 3Q18 4Q18 1Q19 2Q19 3Q19 4Q19 Adj. EBITDA in $M Adj. EBITDA as % of Sales 1. See Reconciliation of GAAP Income to Adjusted Operating Income and Adjusted EBITDA in the appendix of this presentation. 11

 
Cash Flows $ in millions 4Q19 3Q19 4Q18 Beginning Cash Balance $282.7 $521.4 $294.9 Cash provided by operating activities $128.6 $25.3 $91.3 Capital expenditures ($25.9) ($26.3) ($34.8) Proceeds from long-term debt - - $400.0 Acquisition of business ($11.0) ($217.1) - Payments on long-term debt ($2.0) - ($108.9) Repurchase and retirement of common stock ($15.0) ($15.0) ($143.8) Dividend payments ($10.8) ($10.8) ($9.9) Other investing activities $1.1 $2.6 ($0.5) Other financing activities $2.8 $3.1 ($6.1) Effect of exchange rates $1.4 ($0.5) ($0.1) Ending Cash Balance $351.9 $282.7 $482.1 Free Cash Flow1 $102.7 ($1.0) $56.5 Adjusted EBITDA $125.0 $107.5 $110.4 1. Free cash flow equals cash from operations less capital expenditures. 12

 
Outlook GAAP $ in millions, except per share data 1Q20 Guidance 4Q19 Actual 4Q18 Actual Net Revenue $415 -$430 $427.0 $401.6 Operating Expenses $111 - $113 $113.6 $108.4 Net Income $56 - $63 $57.4 $80.8 Earnings (Per Diluted Share) $0.41 - $0.46 $0.42 $0.57 Non-GAAP $ in millions, except per share data 1Q20 Guidance 4Q19 Actual 4Q18 Actual Net Revenue $415 - $430 $427.0 $401.6 Non-GAAP Operating Expenses $96 - $98 $93.2 $90.1 Non-GAAP Net Income1 $68 - $75 $74.6 $66.3 Non-GAAP EPS $0.50 - $0.55 $0.55 $0.47 1. See GAAP to Non-GAAP reconciliation tables in the appendix of this presentation. 13

 
Thoughtful and balanced capital allocation More than $3.5 billion allocated over the past 6 years1 (More than $630 million in 2019) Acquisition of ATMI in 2014 ($810M net of cash acquired), PSS, 2019 Saes Pure Gas, DSC, MPD, Anow continued “bolt on” $277M $1.5B Acquisitions acquisitions broadened capabilities and leveraged global platform Continued investments and deployment of new products, ER&D increased customer value, and drove competitive $119M $702 advantage CapEx Increased investments to support superior growth and results $112M $571 Debt Deleveraging increases financial flexibility $353 Repayment2 Initiated $10M quarterly share buyback in Q3 2017; increased $80M $290 Share Buyback to $15m in Q2 2019. $41M Initiated dividend in October 2017. Increased to $0.08 per Dividend share in July 2019. $90 1. Reflects 2013-2019 capital allocations. 2. Debt reduction following ATMI purchase to 11/18 refinance and through 2019. 14

 
Entegris Capital Allocation Principles Capital Structure Targets Capital Allocation Priorities • Minimum cash balance of approximately $200 million 1. Investments in R&D and CAPEX (globally) • ER&D: 8% of sales target • A debt rating of Ba1 or better • CAPEX: 7% of sales target 2. Value Accretive Acquisitions • Intend to be a consolidator • Targets: Core semiconductor and other adjacent markets • Financial Criteria Includes: (1) Accretion by year 2; (2) High single-digit ROIC by year 3; and (3) Growth enabling capabilities or market expansion 3. Return of Capital: Dividends and Share Buybacks1 • 60% target payout of annual free cash flow • Dividend Target: Ongoing dividend with incremental increases as free cash flow warrants • Share Buybacks: Approximately $15 million per quarter, plus opportunistic buybacks when appropriate 1. Capital allocation parameters could change depending on the level of acquisition activity 15

 
Entegris®, the Entegris Rings Design™ and Pure Advantage™ are trademarks of Entegris, Inc. ©2016 Entegris, Inc. All rights reserved.

 
NON-GAAP RECONCILIATION TABLE RECONCILIATION OF GAAP GROSS PROFIT TO ADJUSTED GROSS PROFIT Three months ended Twelve months ended December 31, December 31, September 28, December 31, December 31, 2019 2018 2019 2019 2018 Net Sales $426,998 $401,642 $394,147 $1,591,066 $1,550,497 Gross profit-GAAP $197,636 $179,740 $170,350 $711,653 $719,831 Adjustments to gross profit: Severance and restructuring costs (12) 460 990 1,336 460 Charge for fair value mark-up of acquired inventory sold 211 3,379 4,483 7,544 6,868 Adjusted gross profit $197,835 $183,579 $175,823 $720,533 $727,159 Gross margin - as a % of net sales 46.3% 44.8% 43.2% 44.7% 46.4% Adjusted gross margin - as a % of net sales 46.3% 45.7% 44.6% 45.3% 46.9% 17

 
NON-GAAP RECONCILIATION TABLE RECONCILIATION OF GAAP SEGMENT PROFIT TO ADJUSTED OPERATING INCOME in thousands Three months ended Twelve months ended December 31, December 31, September 28, December 31, December 31, Segment profit-GAAP1 2019 2018 2019 2019 2018 Specialty Chemicals and Engineered Materials $32,822 $28,221 $17,074 $98,327 $127,080 Microcontamination Control 57,157 46,879 46,792 194,398 166,852 Advanced Materials Handling 20,686 19,096 17,077 75,173 92,327 Total segment profit 110,665 94,196 80,943 367,898 386,259 Amortization of intangible assets 16,028 17,050 15,152 66,428 62,152 Unallocated expenses 10,552 5,838 12,998 62,192 31,418 Total operating income $84,085 $71,308 $52,793 $239,278 $292,689 Three months ended Twelve months ended December 31, December 31, September 28, December 31, December 31, Adjusted segment profit 2019 2018 2019 2019 2018 Specialty Chemicals and Engineered Materials2 $32,530 $28,221 $23,700 $105,995 $127,080 Microcontamination Control3 58,039 50,258 49,769 201,016 173,720 Advanced Materials Handling4 20,307 19,556 20,212 78,507 93,253 Total adjusted segment profit 110,876 98,035 93,681 385,518 394,053 Adjusted amortization of intangible assets5 - - - - - Adjusted unallocated expenses6 6,229 4,550 5,461 23,678 23,060 Total adjusted operating income $104,647 $93,485 $88,220 $361,840 $370,993 1. In 1Q19, the Company changed its definition of segment profit to include inter-segment sales. Prior period information has been recast to reflect the change. 2. Adjusted segment profit for Specialty Chemicals and Engineered Materials excludes charges for fair value mark-up of acquired inventory sold of ($476), $4,483 for the three months ended December 31, 2019 and September 28, 2019, respectively, and $4,822 for the twelve months ended December 31, 2019. Adjusted segment profit for Specialty Chemicals and Engineered Materials excludes severance and restructuring costs of $184 and $2,143 for the three months ended December 31, 2019 and September 28, 2019, respectively, and $2,846 for the twelve months ended December 31, 2019. 2 Adjusted segment profit for Microcontamination Control excludes charges for fair value mark-up of acquired inventory sold of $687 and $3,379 for the three months ended December 31, 2019 and December 31, 2018, respectively, and $2,722 and $6,868 for the twelve months ended December 31, 2019 and December 31, 2018. Adjusted segment profit for Microcontamination Control excludes severance and restructuring costs of $195 and $2,977 for the three months ended December 31, 2019 and September 28, 2019, respectively, and $3,896 for the twelve months ended December 31, 2019. 3 Adjusted segment profit for Advanced Material Handling excludes severance and restructuring costs of ($379) and $3,135 for the three months ended December 31, 2019 and September 28, 2019, respectively, and $3,334 for the twelve months ended December 31, 2019. Adjusted segment profit for Advanced Materials Handling excludes charges for impairment of equipment and loss on sale of subsidiary of $460 and $466, respectively, for the twelve months ended December 31, 2018. 4 Adjusted amortization of intangible assets excludes amortization expense of $16,028, $17,050, and $15,152 for the three months ended December 31, 2019, December 31, 2018, and September 28, 2019, respectively, and $66,428 and $62,152 for the twelve months ended December 31, 2019 and December 31, 2018, respectively. 5 Adjusted unallocated expenses excludes deal and integration expenses of $4,323, $1,288, and $7,289 for the three months ended December 31, 2019, December 31, 2018 and September 28, 2019, respectively, and $36,096 and $8,358 for the twelve 18 months ended December 31, 2019 and December 31, 2018, respectively. Adjusted unallocated expenses excludes severance and restructuring costs of $248 for the three months ended September 28, 2019 and $2,418 for the twelve months ended December 31, 2019.

 
NON-GAAP RECONCILIATION TABLE RECONCILIATION OF GAAP TO ADJUSTED OPERATING INCOME AND ADJUSTED EBITDA Three months ended Twelve months ended December 31, December 31, September 28, December 31, December 31, $ in thousands 2019 2018 2019 2019 2018 Net sales $426,998 $401,642 $394,147 $1,591,066 $1,550,497 Net income $57,438 $80,784 $40,767 $254,860 $240,755 Adjustments to net income: Income tax expense (benefit) 13,656 (21,078) 876 63,189 13,677 Interest expense, net 12,743 8,426 10,216 42,310 30,255 Other expense (income), net 248 3,176 934 (121,081) 8,002 GAAP - Operating income 84,085 71,308 52,793 239,278 292,689 Charge for fair value write-up of acquired inventory sold 211 3,379 4,483 7,544 6,868 Deal Costs 973 - 4,891 26,164 5,121 Integration Costs 3,350 1,288 2,398 9,932 3,237 Severance and restructuring costs - 460 8,503 12,494 460 Loss on sale of subsidiary - - - - 466 Amortization of intangible assets 16,028 17,050 15,152 66,428 62,152 Adjusted operating income 104,647 93,485 88,220 361,840 370,993 Depreciation 20,352 16,880 19,306 74,975 65,116 Adjusted EBITDA $124,999 $110,365 $107,526 $436,815 $436,109 Net income – as a % of net sales 13.5% 20.1% 10.3% 16.0% 15.5% Adjusted operating margin 24.5% 23.3% 22.4% 22.7% 23.9% Adjusted EBITDA - as a % of net sales 29.3% 27.5% 27.3% 27.5% 28.1% 19

 
NON-GAAP RECONCILIATION TABLE RECONCILIATION OF GAAP NET INCOME AND EARNINGS PER SHARE TO NON-GAAP NET INCOME AND EARNINGS PER SHARE Three months ended Twelve months ended December 31, December 31, September 28, December 31, December 31, $ in thousands, except per share data 2019 2018 2019 2019 2018 GAAP net income $57,438 $80,784 $40,767 $254,860 $240,755 Adjustments to net income: Charge for fair value write-up of acquired inventory sold 211 3,379 4,483 7,544 6,868 Deal Costs 973 - 4,891 26,575 5,121 Integration Costs 3,350 1,288 2,398 9,932 3,237 Severance and restructuring costs - 460 8,503 12,494 460 Loss on debt extinguishment and modification 1,980 2,319 - 1,980 2,319 Versum termination fee, net - - - (122,000) - Loss on sale of subsidiary - - - - 466 Amortization of intangible assets 16,028 17,050 15,152 66,428 62,152 Tax effect of legal entity restructuring - (34,478) - 9,398 (34,478) Tax effect of adjustments to net income and discrete items1 (5,398) (5,603) (8,015) (3,124) (17,812) Tax effect of Tax Cuts and Jobs Act - 1,101 - - 683 Non-GAAP net income $74,582 $66,300 $68,179 $264,087 $269,771 Diluted earnings per common share $0.42 $0.57 $0.30 $1.87 $1.69 Effect of adjustments to net income $0.13 ($0.10) $0.20 $0.07 $0.20 Diluted non-GAAP earnings per common share $0.55 $0.47 $0.50 $1.93 $1.89 1. The tax effect of pre-tax adjustments to net income was calculated using the applicable marginal tax rate during the respective years. 20

 
NON-GAAP RECONCILIATION TABLE RECONCILIATION OF GAAP OUTLOOK TO NON-GAAP OUTLOOK (In millions, except per share data) First-Quarter Outlook Reconciliation GAAP net income to non-GAAP net income March 28, 2020 GAAP net income $56 - $63 Adjustments to net income: Restructuring and integration costs 2 Amortization of intangible assets 13 Income tax effect (3) Non-GAAP net income $68 - $75 First-Quarter Outlook Reconciliation GAAP diluted earnings per share to non-GAAP diluted earnings per share March 28, 2020 Diluted earnings per common share $0.41 - $0.46 Adjustments to diluted earnings per common share: Restructuring and integration costs 0.01 Amortization of intangible assets 0.10 Income tax effect (0.02) Diluted non-GAAP earnings per common share $0.50 to $0.55 21

 
GAAP Segment Trend Data1 $ in thousands Q117 Q217 Q317 Q417 Q118 Q218 Q318 Q418 Q119 Q219 Q319 Q419 Sales SCEM $ 114,435 $ 121,174 $ 124,522 $ 125,339 $ 130,743 $ 134,336 $ 131,234 $ 133,928 $ 124,470 $ 127,552 $ 127,750 $ 146,747 MC 100,195 104,587 116,229 115,801 118,923 124,937 151,478 158,500 157,706 150,185 155,979 169,794 AMH 108,371 109,658 111,278 115,436 124,078 130,572 123,227 115,527 116,064 107,515 117,256 117,455 Inter-segment elimination (5,624) (6,417) (6,438) (6,014) (6,545) (6,786) (7,342) (6,313) (7,193) (6,378) (6,838) (6,998) Total Sales $ 317,377 $ 329,002 $ 345,591 $ 350,562 $ 367,199 $ 383,059 $ 398,597 $ 401,642 $ 391,047 $ 378,874 $ 394,147 $ 426,998 Segment Profit SCEM $ 22,563 $ 28,493 $ 28,981 $ 29,534 $ 30,921 $ 36,728 $ 31,210 $ 28,221 $ 24,431 $ 24,000 $ 17,074 $ 32,822 MC 29,380 29,944 37,429 37,686 40,311 37,214 42,448 46,879 47,323 43,126 46,792 57,157 AMH 16,132 17,588 14,914 20,409 25,463 25,542 22,226 19,096 22,367 15,043 17,077 20,686 Total Segment Profit $ 68,075 $ 76,025 $ 81,324 $ 87,629 $ 96,695 $ 99,484 $ 95,884 $ 94,196 $ 94,121 $ 82,169 $ 80,943 $ 110,665 1. In 1Q19, the Company changed its definition of segment profit to include inter-segment sales. Prior period information has been recast to reflect the change. 22

 
NON-GAAP Segment Trend Data1 $ in thousands Q117 Q217 Q317 Q417 Q118 Q218 Q318 Q418 Q119 Q219 Q319 Q419 Sales SCEM $ 114,435 $ 121,174 $ 124,522 $ 125,339 $ 130,743 $ 134,336 $ 131,234 $ 133,928 $ 124,470 $ 127,552 $ 127,750 $ 146,747 MC 100,195 104,587 116,229 115,801 118,923 124,937 151,478 158,500 157,706 150,185 155,979 169,794 AMH 108,371 109,658 111,278 115,436 124,078 130,572 123,227 115,527 116,064 107,515 117,256 117,455 Inter-segment elimination (5,624) (6,417) (6,438) (6,014) (6,545) (6,786) (7,342) (6,313) (7,193) (6,378) (6,838) (6,998) Total Sales $ 317,377 $ 329,002 $ 345,591 $ 350,562 $ 367,199 $ 383,059 $ 398,597 $ 401,642 $ 391,047 $ 378,874 $ 394,147 $ 426,998 Adjusted Segment Profit SCEM2 $ 22,563 $ 28,493 $ 28,995 $ 29,534 $ 30,921 $ 36,728 $ 31,210 $ 28,221 $ 25,070 $ 24,695 $ 23,700 $ 32,530 3 MC 29,380 31,387 37,625 37,686 40,311 37,422 45,729 50,258 50,082 43,126 49,769 58,039 4 AMH 16,132 19,874 20,135 20,409 25,463 25,542 22,692 19,556 22,945 15,043 20,212 20,307 Total Adj. Segment Profit $ 68,075 $ 79,754 $ 86,755 $ 87,629 $ 96,695 $ 99,692 $ 99,631 $ 98,035 $ 98,097 $ 82,864 $ 93,681 $ 110,876 Adjusted Segment Profit Margin SCEM 19.7% 23.5% 23.3% 23.6% 23.7% 27.3% 23.8% 21.1% 20.1% 19.4% 18.6% 22.2% MC 29.3% 30.0% 32.4% 32.5% 33.9% 30.0% 30.2% 31.7% 31.8% 28.7% 31.9% 34.2% AMH 14.9% 18.1% 18.1% 17.7% 20.5% 19.6% 18.4% 16.9% 19.8% 14.0% 17.2% 17.3% 1. In 1Q19, the Company changed its definition of segment profit to include inter-segment sales. Prior period information has been recast to reflect the change. Segment profit excludes amortization of intangibles and unallocated expenses. 2. Adjusted segment profit for SCEM for 3Q17, 1Q19, 3Q19 and 4Q19 excludes charges for severance and restructuring of $14, $519, $2,143 and $184. Adjusted segment profit for SCEM for 1Q19, 2Q19, 3Q19 and 4Q19 excludes fair value mark-up of inventory and severance charges of $120, $695, $4,483 and ($476), respectively. 3. Adjusted segment profit for MC for 2Q17 excludes charges for impairment of equipment and severance of $884 and $559, respectively. Adjusted segment profit for MC for 3Q17, 1Q19, 3Q19 and 4Q19 excludes charges for severance of $196, $724, $2,977 and $195, respectively. Adjusted segment profit for MC for 2Q18, 3Q18, 4Q18, 1Q19 and 4Q19 excludes charges for fair value mark-up of acquired inventory sold of $208, $3,281, $3,379, $2,035 and $687, respectively. 4. Adjusted segment profit for AMH for 2Q17 excludes charges for impairment of equipment of $2,286. Adjusted segment profit for AMH for 3Q17 excludes impairment of equipment and severance and restructuring of $3,364 and $1,857 respectively. Adjusted segment profit for AMH for 3Q18 excludes loss on sale of subsidiary of $466. Adjusted segment profit for AMH for 4Q18, 1Q19, 3Q19 and 4Q19 excludes severance and restructuring of $460, $578, $3,135 and ($379)K, respectively. 23