Form 8-K ENTEGRIS INC For: Feb 10

February 10, 2015 7:01 AM

�

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�10, 2015

�

ENTEGRIS, INC.

(Exact name of registrant as Specified in its Charter)

�

Delaware

(State or Other Jurisdiction of

Incorporation or Organization)

�


001-32598	�	41-1941551
(Commission File Number)	�	(I.R.S. Employer Identification No.)

129 Concord Road, Billerica, MA	�	01821
(Address of principal executive offices)	�	(Zip Code)

(978) 436-6500

(Registrant�s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

�

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

�

�	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

�

�	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

�

�	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

�

�	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

�

Item�2.02.

Results of Operations and Financial Condition

On February�10, 2015, the registrant issued a press release to announce results for the fourth quarter of 2014 and the year ended December�31, 2014. A copy of this press release is attached hereto as Exhibit 99.1 and is 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 (the �Exchange Act�), 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�99.1	��	Press Release, dated February�10, 2015

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�10, 2015	�	�	By	�	/s/��Gregory B. Graves��
	�	�		�	Gregory B. Graves,
	�	�		�	Executive Vice President and Chief Financial Officer

Exhibit 99.1

Entegris Reports Fourth-Quarter Results

�

Quarterly revenue of $271.6 million

�

GAAP net income of $9.3 million, or $0.07 per diluted share; Non-GAAP net income of $23.8 million, or $0.17 per diluted share

�

Repaid $26 million of long-term debt

BILLERICA, Mass., February�10, 2015 � Entegris, Inc. (NasdaqGS: ENTG), a leading provider of yield-enhancing materials and solutions for advanced manufacturing processes, today reported its financial results for the Company�s fourth quarter and fiscal year ended December�31, 2014.

The Company recorded fourth-quarter sales of $271.6 million. Fourth-quarter net income of $9.3 million, or $0.07 per diluted share, included amortization of intangible assets of $12.2 million and aggregated acquisition and integration-related costs of $9.0 million associated with the April�30, 2014 acquisition of ATMI, Inc. Non-GAAP net income was $23.8 million, or $0.17 per diluted share.

Fiscal 2014 sales were $962.1 million and compared to sales of $693.5 million in fiscal 2013. Net income for fiscal 2014 was $7.9 million which included amortization of intangible assets of $37.1 million and aggregated acquisition and integration-related costs of $108.2 million associated with the acquisition of ATMI, Inc. Net income per diluted share of $0.06 compared to net income of $0.53 per diluted share a year earlier. On a non-GAAP basis, net income per diluted share in fiscal 2014 was $0.69 compared with net income per diluted share of $0.58 for the year earlier.

Bertrand Loy, president and chief executive officer, said: �The fourth quarter was a strong finish to a transformational year for Entegris. We are pleased with our fourth-quarter sales of $272 million, particularly in light of seasonally slower trends and the negative impact of foreign exchange. We generated adjusted EBITDA of $56 million in the fourth quarter and paid down our debt by $26 million, which is in addition to the $25 million we paid down in the third quarter.�

Mr.�Loy added: �The integration with ATMI is proceeding ahead of our original schedule, and we expect to have the vast majority of the cost synergies in place as we exit the second quarter of 2015. The combination with ATMI is allowing us to create new, high-value yield-enhancing solutions to address a wide array of applications for a broad set of customers. As we look to 2015 and beyond, we are excited about our prospects to deliver growth, generate strong cash flow, and deliver attractive financial returns.�

Quarterly Financial Results Summary

(in millions, except per share data)

�

GAAP Results

��

Q4-2014

�

Q4-2013

�

Q3-2014

�

Net sales

��

271,633

��

�

186,260

��

�

273,054

��

Operating income

��

�

20,815

��

�

23,694

��

�

5,368

��

Operating margin

��

�

7.7

%�

�

12.7

%�

�

2.0

%�

Net income (loss)

��

9,312

��

�

20,541

��

�

(1,068

)�

Earnings (loss) per share (EPS)

��

0.07

��

�

0.15

��

�

(0.01

)�

Non-GAAP adjusted operating income

��

42,056

��

�

27,025

��

�

49,886

��

Adjusted operating margin

��

�

15.5

%�

�

14.5

%�

�

18.3

%�

Non-GAAP net income

��

23,818

��

�

22,740

��

�

28,823

��

Non-GAAP EPS

��

0.17

��

�

0.16

��

�

0.21

��

First-Quarter Outlook

For the fiscal first quarter ending March�28, 2015 the Company expects sales of $260 million to $270 million, net income of $9 million to $12 million, and net income per diluted share between $0.06 to $0.09 per share. On a non-GAAP basis, EPS is expected to range from $0.15 to $0.18 per diluted share, which reflects net income on a non-GAAP basis in the range of $22 million to $25 million, which is adjusted for expected amortization expense of approximately $12 million and integration expense of $5 million totaling approximately $17 million or $0.09 per share.

Segment Results

As a result of management and organizational changes in the second quarter of fiscal 2014, the Company is reporting its results in two business segments: Critical Materials Handling (CMH) and Electronic Materials (EM). Summary results by segment are contained in this press release.

CMH provides a broad range of products that filter, handle, dispense, and protect critical materials used in the semiconductor manufacturing process and in other high-technology manufacturing. CMH�s products and subsystems include high-purity materials packaging, fluid-handling and dispensing systems, liquid filters, as well as microenvironments that protect critical substrates such as wafers during shipping and manufacturing. CMH also provides specialized graphite components and specialty coatings for use in high temperature applications.

EM provides high performance materials and specialty gas management solutions that enable high yield, cost effective semiconductor manufacturing. EM�s products consist of specialized chemistries and performance materials, gas microcontamination control solutions, and sub-atmospheric pressure gas delivery systems for the efficient handling of hazardous gases to semiconductor process equipment.

Fourth-Quarter Results Conference Call Details

Entegris will hold a conference call to discuss its results for the fourth quarter and fiscal year on Tuesday, February�10, 2015, at 10:00 a.m. Eastern Time. Participants should dial 719-457-2083 or toll-free 888-455-2260, referencing confirmation code 5192273. Participants are asked to dial in 5 to 10 minutes prior to the start of the call. A replay of the call will be available starting February�10, 2015 at 1:00 p.m. (ET) until Monday, March�16, 2015. The replay can be accessed by using passcode 5192273 after dialing 1-719-457-0820 or 1-888-203-1112. A live and on-demand webcast of the call can also be accessed from the investor relations section of Entegris� website at www.entegris.com.

ABOUT ENTEGRIS

Entegris is a leading provider of yield-enhancing materials and solutions for advanced manufacturing processes in the semiconductor and other high-technology industries. On April�30, 2014, Entegris acquired Danbury, CT-based ATMI, Inc. Entegris is ISO 9001 certified and has manufacturing, customer service and/or research facilities in the United States, 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 and Adjusted Operating Income together with related measures thereof, and non-GAAP EPS, are considered �Non-GAAP financial measures� under the rules and regulations of the SEC. These financial measures are provided as a complement to financial measures provided in accordance with GAAP. We provide non-GAAP financial measures in order to better assess and measure operating performance. Management believes the non-GAAP measures better portray our baseline performance before certain gains, losses or other charges that may not be indicative of our business or future outlook. We believe these non-GAAP measures will aid investors� overall understanding of our results by providing a higher degree of transparency for certain expenses and providing a level of disclosure that will help investors understand how we plan and measure our business. The reconciliations of GAAP to non-GAAP Statements of Operations, GAAP to Adjusted Operating Income and Adjusted EBITDA, and GAAP to Non-GAAP Earnings per Share are included elsewhere in this release.

In addition we have included pro forma segment net sales and segment profit for the Critical Materials Handling and Electronic Materials business segments for the three months ended December�31, 2014. Our pro forma presentation includes transactions (i)�recorded by ATMI, Inc. prior to its merger with the Company and (ii)�as if those business segments were configured

during those prior periods to include the businesses included in those segments during the three months ended December�31, 2014. We have provided this non-GAAP pro forma information to provide investors with comparative historical context for the performance of these business segments during the three months ended December�31, 2014. Footnotes to the Historical Non-GAAP Pro Forma Segment Information table provided elsewhere in this release reconcile this information to the corresponding GAAP information.

Forward-Looking Statements

Certain information contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current management expectations only as of the date of this press release, and involve substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Statements that include such words as �anticipate,� �believe,� �estimate,� �expect,� �forecast,� �may,� �will,� �should� or the negative thereof and similar expressions as they relate to Entegris or our management are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. These risks include, but are not limited to, fluctuations in the market price of Entegris� stock, Entegris� future operating results, Entegris� ability to successfully integrate the ATMI business and achieve anticipated synergies, other acquisition and investment opportunities available to Entegris, general business and market conditions and other factors. Additional information concerning these and other risk factors may be found in previous financial press releases issued by Entegris and Entegris� periodic public filings with the Securities and Exchange Commission, including discussions appearing under the headings �Risks Relating to our Business and Industry,� �Manufacturing Risks,� �International Risks,� �Risks Related to Owning Our Securities,� and �Risks Related to the Pending Merger with ATMI, Inc.� in Item�1A of our Annual Report on Form 10�K for the fiscal year ended December�31, 2013, the discussions appearing under the headings �Risks Relating to Our Indebtedness� and �Additional Risks Related to Our Business� in Part II, Item�1A of our Quarterly Report on Form 10�Q for the fiscal period ended June�28, 2014, filed with the U.S Securities and Exchange Commission on August�5, 2014, as well as other matters and important factors disclosed previously and from time to time in the filings of Entegris with the U.S. Securities and Exchange Commission. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, we undertake no obligation to update publicly any forward-looking statements contained herein.

Entegris, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

�

��

Three months ended

�

��

December�31,
2014

�

��

December�31,
2013

�

September�27,
2014

�

Net sales

��

271,633

��

186,260

��

�

273,054

��

Cost of sales

��

�

153,713

��

�

106,876

��

�

174,311

��

�

��

�

Gross profit

��

�

117,920

��

�

79,384

��

�

98,743

��

Selling, general and administrative expenses

��

�

58,879

��

�

37,559

��

�

55,820

��

Engineering, research and development expenses

��

�

26,013

��

�

15,773

��

�

24,427

��

Amortization of intangible assets

��

�

12,213

��

�

2,358

��

�

13,128

��

�

��

�

Operating income

��

�

20,815

��

�

23,694

��

�

5,368

��

Interest expense (income), net

��

�

9,772

��

�

(10

)�

�

10,096

��

Other expense (income), net

��

�

1,088

��

�

(653

)�

�

110

��

�

��

�

Income (loss) before income tax expense (benefit) and equity in net loss of affiliates

��

�

9,955

��

�

24,357

��

�

(4,838

)�

Income tax expense (benefit)

��

�

440

��

�

3,816

��

�

(3,810

)�

Equity in net loss of affiliates

��

�

203

��

�

��

�

��

�

��

�

Net income (loss)

��

9,312

��

20,541

��

�

(1,068

)�

��

�

��

�

Basic net income (loss) per common share:

��

0.07

��

0.15

��

�

(0.01

)�

Diluted net income (loss) per common share:

��

0.07

��

0.15

��

�

(0.01

)�

Weighted average shares outstanding:

��

�

Basic

��

�

139,601

��

�

138,615

��

�

139,480

��

Diluted

��

�

140,433

��

�

139,408

��

�

139,480

��

Entegris, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

�


�	��	Twelve months ended						�
�	��	December�31,�2014		�	�	December�31,�2013		�
Net sales	��	$	962,069	��	�	$	693,459	��
Cost of sales	��	�	585,386	��	�	�	399,245	��
	��	�	�	�	�	�	�	�
Gross profit	��	�	376,683	��	�	�	294,214	��
Selling, general and administrative expenses	��	�	231,833	��	�	�	137,123	��
Engineering, research and development expenses	��	�	87,711	��	�	�	55,320	��
Amortization of intangible assets	��	�	37,067	��	�	�	9,347	��
Contingent consideration fair value adjustment	��	�	(1,282	)�	�	�	(1,813	)�
	��	�	�	�	�	�	�	�
Operating income	��	�	21,354	��	�	�	94,237	��
Interest expense (income), net	��	�	32,019	��	�	�	(164	)�
Other expense (income), net	��	�	2,727	��	�	�	(1,794	)�
	��	�	�	�	�	�	�	�
(Loss) income before income taxes and equity in net loss of affiliates	��	�	(13,392	)�	�	�	96,195	��
Income tax (benefit) expense	��	�	(21,572	)�	�	�	21,669	��
Equity in net loss of affiliates	��	�	293	��	�	�	��	��
	��	�	�	�	�	�	�	�
Net income	��	$	7,887	��	�	$	74,526	��
	��	�	�	�	�	�	�	�

Basic net income per common share:	��	$	0.06	��	�	$	0.54	��
Diluted net income per common share:	��	$	0.06	��	�	$	0.53	��

Weighted average shares outstanding:	��				�
Basic	��	�	139,311	��	�	�	138,950	��
Diluted	��	�	140,062	��	�	�	139,618	��

�

Entegris, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

�


�	��	December�31,�2014		�	��	December�31,�2013		�
ASSETS	��				��
Cash and cash equivalents	��	$	389,699	��	��	$	384,426	��
Short-term investments	��	�	4,601	��	��	�	��	��
Accounts receivable, net	��	�	153,961	��	��	�	101,873	��
Inventories	��	�	163,125	��	��	�	94,074	��
Deferred tax assets, deferred tax charges and refundable income taxes	��	�	30,556	��	��	�	20,844	��
Other current assets	��	�	23,713	��	��	�	11,088	��
	��	�	�	�	��	�	�	�
Total current assets	��	�	765,655	��	��	�	612,305	��

Property, plant and equipment, net	��	�	313,569	��	��	�	186,440	��

Goodwill	��	�	340,743	��	��	�	12,274	��
Intangible assets	��	�	308,554	��	��	�	43,509	��
Deferred tax assets � non-current	��	�	5,068	��	��	�	12,039	��
Other assets	��	�	28,502	��	��	�	8,727	��
	��	�	�	�	��	�	�	�
Total assets	��	$	1,762,091	��	��	$	875,294	��
	��	�	�	�	��	�	�	�

LIABILITIES AND SHAREHOLDERS� EQUITY	��				��
Long-term debt, current maturities	��	$	100,000	��	��	$	��	��
Accounts payable	��	�	57,417	��	��	�	38,396	��
Accrued liabilities	��	�	91,551	��	��	�	48,816	��
Income tax payable and deferred tax liabilities	��	�	13,552	��	��	�	10,373	��
	��	�	�	�	��	�	�	�
Total current liabilities	��	�	262,520	��	��	�	97,585	��

Long-term debt, excluding current maturities	��	�	666,796	��	��	�	��	��
Other liabilities	��	�	84,334	��	��	�	20,866	��
Shareholders� equity	��	�	748,441	��	��	�	756,843	��
	��	�	�	�	��	�	�	�
Total liabilities and shareholders� equity	��	$	1,762,091	��	��	$	875,294	��
	��	�	�	�	��	�	�	�

Entegris, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

�

��

Three months ended

�

Twelve months ended

�

��

December�31,
2014

�

December�31,
2013

�

December�31,
2014

�

December�31,
2013

�

Operating activities:

��

�

Net income

��

9,312

��

�

20,541

��

�

7,887

��

�

74,526

��

Adjustments to reconcile net income to net cash provided by operating activities:

��

�

Depreciation

��

�

13,632

��

�

7,656

��

�

46,637

��

�

29,468

��

Amortization

��

�

12,213

��

�

2,358

��

�

37,067

��

�

9,347

��

Stock-based compensation expense

��

�

2,374

��

�

2,069

��

�

8,887

��

�

7,928

��

Charge for fair value mark-up of acquired inventory sold

��

�

��

�

��

�

48,586

��

�

��

Provision for deferred income taxes

��

�

(27,274

)�

�

4,505

��

�

(56,056

)�

�

7,787

��

Other

��

�

4,691

��

�

(1,137

)�

�

11,727

��

�

(271

)�

Changes in operating assets and liabilities:

��

�

Trade accounts and notes receivable

��

�

16,454

��

�

3,359

��

�

(4,845

)�

�

(13,363

)�

Inventories

��

�

(3,350

)�

�

2,114

��

�

(11,608

)�

�

(441

)�

Accounts payable and accrued liabilities

��

�

(13,581

)�

�

(3,438

)�

�

14,348

��

�

(4,408

)�

Income taxes payable and refundable income taxes

��

�

25,986

��

�

(2,508

)�

�

22,833

��

�

2,731

��

Other

��

�

6,068

��

�

(810

)�

�

12,102

��

�

(3,902

)�

��

�

Net cash provided by operating activities

��

�

46,345

��

�

34,709

��

�

137,565

��

�

109,402

��

�

Investing activities:

��

�

Acquisition of property and equipment

��

�

(13,720

)�

�

(11,330

)�

�

(57,733

)�

�

(60,360

)�

Acquisition of business, net of cash acquired

��

�

��

�

��

�

(809,390

)�

�

(13,358

)�

Proceeds from sale and maturities of investments

��

�

4,890

��

�

��

�

13,778

��

�

20,000

��

Other

��

�

��

�

��

�

(6,950

)�

�

6,689

��

�

Net cash used in investing activities

��

�

(8,823

)�

�

(11,329

)�

�

(860,295

)�

�

(47,029

)�

��

�

Financing activities:

��

�

Payments on long-term debt

��

�

(26,150

)�

�

��

�

(88,650

)�

�

��

Proceeds from long-term debt

��

�

��

�

��

�

855,200

��

�

��

Payments for debt issue costs

��

�

��

�

��

�

(20,747

)�

�

��

Issuance of common stock

��

�

1,854

��

�

1,018

��

�

3,559

��

�

7,685

��

Taxes paid related to net share settlement of equity awards

��

�

(187

)�

�

��

�

(2,479

)�

�

��

Repurchase and retirement of common stock

��

�

��

�

(668

)�

�

��

�

(15,494

)�

Other

��

�

��

�

2,789

��

�

765

��

�

3,914

��

�

Net cash (used in) provided by financing activities

��

�

(24,483

)�

�

3,139

��

�

747,648

��

�

(3,895

)�

��

�

Effect of exchange rate changes on cash

��

�

(13,833

)�

�

(875

)�

�

(19,645

)�

�

(4,471

)�

��

�

(Decrease) increase in cash and cash equivalents

��

�

(794

)�

�

25,644

��

�

5,273

��

�

54,007

��

Cash and cash equivalents at beginning of period

��

�

390,493

��

�

358,782

��

�

384,426

��

�

330,419

��

�

Cash and cash equivalents at end of period

��

389,699

��

�

384,426

��

�

389,699

��

�

384,426

��

�

Entegris, Inc. and Subsidiaries

Segment Information

(In thousands)

(Unaudited)

�

��

Three months ended

�

Twelve months ended

�

Net sales

��

December�31,
2014

�

December�31,
2013

�

September�27,
2014

�

December�31,
2014

�

December�31,
2013

�

Critical Materials Handling

��

166,207

��

�

160,292

��

�

165,368

��

�

653,964

��

�

609,826

��

Electronic Materials

��

�

105,426

��

�

25,968

��

�

107,686

��

�

308,105

��

�

83,633

��

�

Total net sales

��

271,633

��

�

186,260

��

�

273,054

��

�

962,069

��

�

693,459

��

�

��

Three months ended

�

Twelve months ended

�

Segment profit

��

December�31,
2014

�

December�31,
2013

�

September�27,
2014

�

December�31,
2014

�

December�31,
2013

�

Critical Materials Handling

��

31,264

��

�

32,183

��

�

35,520

��

�

138,379

��

�

128,910

��

Electronic Materials

��

�

30,393

��

�

7,617

��

�

33,316

��

�

90,121

��

�

20,034

��

�

Total segment profit

��

�

61,657

��

�

39,800

��

�

68,836

��

�

228,500

��

�

148,944

��

Charge for fair value mark-up of acquired inventory

��

�

��

�

��

�

(24,293

)�

�

(48,586

)�

�

��

Amortization of intangibles

��

�

(12,213

)�

�

(2,358

)�

�

(13,128

)�

�

(37,067

)�

�

(9,347

)�

Contingent consideration fair value adjustment

��

�

��

�

��

�

��

�

1,282

��

�

1,813

��

Unallocated expenses

��

�

(28,629

)�

�

(13,748

)�

�

(26,047

)�

�

(122,775

)�

�

(47,173

)�

��

�

Total operating income

��

20,815

��

�

23,694

��

�

5,368

��

�

21,354

��

�

94,237

��

�

Entegris, Inc. and Subsidiaries

Historical Non-GAAP Pro Forma Segment Information

(In thousands)

(Unaudited)

�


�	��	Three Months Ended						�
Segment Net Sales ^(a)	��	December�31, 2014 As�Reported		�	��	December�31, 2013 Pro�Forma⁽¹⁾		�
Critical Materials Handling	��	$	166,207	��	��	$	172,162	��
Electronic Materials	��	�	105,426	��	��	�	108,326	��
	��	�	�	�	��	�	�	�
Total segment net sales	��	$	271,633	��	��	$	280,488	��
	��	�	�	�	��	�	�	�

Segment profit ^(b)	��	�		�	��	�		�
Critical Materials Handling	��	$	31,264	��	��	$	36,488	��
Electronic Materials ^(c)	��	�	30,947	��	��	�	34,039	��
	��	�	�	�	��	�	�	�
Total segment profit	��	$	62,211	��	��	�	70,527	��
	��	�	�	�	��	�	�	�

�

⁽¹⁾�

The above pro forma results include the addition of ATMI, Inc.�s net sales and segment profit amounts recorded prior to the consummation of the merger with the Company on April�30, 2014 to the Company�s reported GAAP net sales and segment profit amounts related to businesses that were transferred to the above business segments after the effectiveness of the merger and are provided as a complement to, and should be read in conjunction with, the Condensed Consolidated Statements of Operations to better facilitate the assessment and measurement of the Company�s operating performance.

The above GAAP to Non-GAAP Pro Forma Segment Information is reconciled to the Company�s GAAP figures for the quarters ended December�31, 2014 and December�31, 2013 in the following footnotes.

�

(a)

The above pro forma segment sales include amounts for the quarters ended December�31, 2014 and 2013 representing the Company�s previously reported sales plus the sales of ATMI, Inc. reported prior to the consummation of the merger with the Company on April�30, 2014 as such sales are not included in the Company�s financial statements. CMH sales made by ATMI Inc. prior to the merger were $11.9 million for the quarter ended December�31, 2013. EM sales made by ATMI Inc. prior to the merger were $82.4 million for the quarter ended December�31, 2013.

(b)

The above pro forma segment profit figures include amounts for the quarters ended December�31, 2014 and 2013 representing the Company�s previously reported segment profit figures plus the segment profit of ATMI, Inc. reported prior to the consummation of the merger with the Company on April�30, 2014, as such segment profits are not included in the Company�s financial statements. CMH profits made by ATMI Inc. prior to the merger were $4.3 million for the quarter ended December�31, 2013. EM profits made by ATMI Inc. prior to the merger were $26.4 million for the quarter ended December�31, 2013.

(c)	The above pro forma segment profit figure for EM profits excludes amounts for the quarter ended December�31, 2014 of $0.6 million for costs directly attributable to integration costs.

Entegris, Inc. and Subsidiaries

GAAP to Non-GAAP Reconciliation of Statement of Operations

(In thousands, except per share data)

(Unaudited)

�

��

Three months ended
December�31, 2014

�

Twelve months ended
December�31, 2014

�

��

U.S.
GAAP

�

��

Adjustments

�

Non-
GAAP

�

U.S.
GAAP

�

Adjustments

�

Non-
GAAP

�

Net sales

��

271,633

��

�

271,633

��

�

962,069

��

�

��

�

962,069

��

Cost of sales (a)

��

�

153,713

��

�

(554

)�

�

153,159

��

�

585,386

��

�

(49,140

)�

�

536,246

��

�

��

�

Gross profit

��

�

117,920

��

�

554

��

�

118,474

��

�

376,683

��

�

49,140

��

�

425,823

��

Selling, general and administrative expenses (b)

��

�

58,879

��

�

(8,474

)�

�

50,405

��

�

231,833

��

�

(54,999

)�

�

176,834

��

Engineering, research and development expenses

��

�

26,013

��

�

��

�

26,013

��

�

87,711

��

�

��

�

87,711

��

Amortization of intangible assets (c)

��

�

12,213

��

�

(12,213

)�

�

��

�

37,067

��

�

(37,067

)�

�

��

Contingent consideration fair value adjustment (d)

��

�

��

�

��

�

��

�

(1,282

)�

�

1,282

��

�

��

�

��

�

Operating income

��

�

20,815

��

�

21,241

��

�

42,056

��

�

21,354

��

�

139,924

��

�

161,278

��

Interest expense, net (e)

��

�

9,772

��

�

��

�

9,772

��

�

32,019

��

�

(3,951

)�

�

28,068

��

Other expense, net (f)

��

�

1,088

��

�

(1,710

)�

�

(622

)�

�

2,727

��

�

(1,780

)�

�

947

��

�

��

�

Income (loss) before income tax expense (benefit) and equity in net loss of affiliates

��

�

9,955

��

�

22,951

��

�

32,906

��

�

(13,392

)�

�

145,655

��

�

132,263

��

Income tax expense (benefit) (g)

��

�

440

��

�

8,445

��

�

8,885

��

�

(21,572

)�

�

56,819

��

�

35,247

��

Equity in net loss of affiliates

��

�

203

��

�

��

�

203

��

�

293

��

�

��

�

293

��

�

��

�

Net income

��

9,312

��

14,506

��

�

23,818

��

�

7,887

��

�

88,836

��

�

96,723

��

�

��

�

Basic income per common share:

��

0.07

��

0.10

��

�

0.17

��

�

0.06

��

�

0.64

��

�

0.69

��

Diluted income per common share:

��

0.07

��

0.10

��

�

0.17

��

�

0.06

��

�

0.63

��

�

0.69

��

Weighted average shares outstanding:

��

�

Basic

��

�

139,601

��

�

139,601

��

�

139,601

��

�

139,311

��

�

139,311

��

�

139,311

��

Diluted

��

�

140,433

��

�

140,433

��

�

140,433

��

�

140,062

��

�

140,062

��

�

140,062

��

The above GAAP to Non-GAAP Reconciliation of Statement of Operations is provided as a complement to and should be read in conjunction with the Condensed Consolidated Statements of Operations. The above GAAP to Non-GAAP Reconciliation of Statement of Operations is provided to better facilitate the assessment and measurement of the Company�s operating performance.

�

a)	Cost of sales for the three and twelve months ended December�31, 2014 is adjusted for $0.6 million and $49.1 million, respectively, charge for fair value mark-up of acquired ATMI, Inc. (ATMI) inventory sold and integration costs related to the ATMI acquisition.

b)	Selling, general and administrative expense for the three and twelve months ended December�31, 2014 is adjusted for $8.5 million and $55.0 million, respectively, for deal costs, integration costs, and transaction-related costs related to the ATMI acquisition.

c)	Amortization expense for the three and twelve months ended December�31, 2014 is adjusted for $12.2 million and $37.1 million, respectively, for amortization expense related to the ATMI and prior acquisitions.

d)	Contingent consideration fair value adjustments for the twelve months ended December�31, 2014 is adjusted for $1.3 million for a gain associated with the contingent consideration fair value adjustment.

e)	Interest expense for the twelve months ended December�31, 2014 is adjusted for $4.0 million for bridge loan financing costs related to the ATMI acquisition.

f)	Other expense, net for the three and twelve months ended December�31, 2014 is adjusted for $1.7 million and $1.8 million, respectively, for deal costs related to the ATMI acquisition and net loss on impairment or sale of investment.

g)	Income tax expense (benefit) for the three and twelve months ended December�31, 2014 is adjusted for $8.4 million and $56.8 million, respectively, related to the adjustments noted above and other items related to the ATMI acquisition and other matters.

Entegris, Inc. and Subsidiaries

Reconciliation of GAAP to Adjusted Operating Income and Adjusted EBITDA

(In thousands)

(Unaudited)

�

��

Three months ended

�

Twelve months ended

�

��

December�31,
2014

�

December�31,
2013

�

September�27,
2014

�

December�31,
2014

�

December�31,
2013

�

Net sales

��

271,633

��

�

186,260

��

�

273,054

��

�

962,069

��

�

693,459

��

�

Net income (loss)

��

9,312

��

�

20,541

��

�

(1,068

)�

�

7,887

��

�

74,526

��

Adjustments to net income (loss):

��

�

Equity in net loss of affiliates

��

�

203

��

�

��

�

��

�

293

��

�

��

Income tax expense (benefit)

��

�

440

��

�

3,816

��

�

(3,810

)�

�

(21,572

)�

�

21,669

��

Interest expense (income),net

��

�

9,772

��

�

(10

)�

�

10,096

��

�

32,019

��

�

(164

)�

Other expense (income), net

��

�

1,088

��

�

(653

)�

�

110

��

�

2,727

��

�

(1,794

)�

��

�

GAAP � Operating income

��

�

20,815

��

�

23,694

��

�

5,368

��

�

21,354

��

�

94,237

��

Charge for fair value mark-up of acquired inventory sold

��

�

��

�

��

�

24,293

��

�

48,586

��

�

��

Transaction-related costs

��

�

��

�

��

�

(30

)�

�

26,776

��

�

��

Deal costs

��

�

��

�

973

��

�

��

�

9,125

��

�

973

��

Integration costs

��

�

9,028

��

�

��

�

7,127

��

�

19,652

��

�

��

Contingent consideration fair value adjustment

��

�

��

�

��

�

��

�

(1,282

)�

�

(1,813

)�

Amortization of intangible assets

��

�

12,213

��

�

2,358

��

�

13,128

��

�

37,067

��

�

9,347

��

�

Adjusted operating income

��

�

42,056

��

�

27,025

��

�

49,886

��

�

161,278

��

�

102,744

��

Depreciation

��

�

13,632

��

�

7,656

��

�

14,130

��

�

46,637

��

�

29,468

��

�

Adjusted EBITDA

��

55,688

��

�

34,681

��

�

64,016

��

�

207,915

��

�

132,212

��

�

Adjusted operating margin

��

�

15.5

%�

�

14.5

%�

�

18.3

%�

�

16.8

%�

�

14.8

%�

Adjusted EBITDA � as a % of net sales

��

�

20.5

%�

�

18.6

%�

�

23.4

%�

�

21.6

%�

�

19.1

%�

Entegris, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP (Loss) Earnings per Share

(In thousands, except per share data)

(Unaudited)

�

��

Three months ended

�

Twelve months ended

�

��

December�31,
2014

�

December�31,
2013

�

September�27,
2014

�

December�31,
2014

�

December�31,
2013

�

GAAP net income (loss)

��

9,312

��

�

20,541

��

�

(1,068

)�

�

7,887

��

�

74,526

��

Adjustments to net income (loss):

��

�

Charge for fair value mark-up of acquired inventory sold

��

�

��

�

��

�

24,293

��

�

48,586

��

�

��

Transaction-related costs

��

�

��

�

��

�

(30

)�

�

26,776

��

�

��

Deal costs

��

�

��

�

973

��

�

��

�

13,288

��

�

973

��

Integration costs

��

�

9,028

��

�

��

�

6,985

��

�

19,510

��

�

��

Contingent consideration fair value adjustment

��

�

��

�

��

�

��

�

(1,282

)�

�

(1,813

)�

Net loss on impairment or sale of investment

��

�

1,710

��

�

��

�

��

�

1,710

��

�

��

Reclassification of cumulative translation adjustment associated with liquidated subsidiary

��

�

��

�

��

�

��

�

��

�

787

��

Amortization of intangible assets

��

�

12,213

��

�

2,358

��

�

13,128

��

�

37,067

��

�

9,347

��

Tax effect of adjustments to net income (loss)

��

�

(8,445

)�

�

(1,180

)�

�

(14,485

)�

�

(56,819

)�

�

(3,044

)�

��

�

Non-GAAP net income

��

23,818

��

�

22,740

��

�

28,823

��

�

96,723

��

�

80,776

��

�

Diluted earnings (loss) per common share

��

0.07

��

�

0.15

��

�

(0.01

)�

�

0.06

��

�

0.53

��

Effect of adjustments to net income (loss)

��

0.10

��

�

0.02

��

�

0.21

��

�

0.63

��

�

0.04

��

Diluted non-GAAP earnings per common share

��

0.17

��

�

0.16

��

�

0.21

��

�

0.69

��

�

0.58

��

### END ###

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