8-K

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) April 28, 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 April 28, 2015, the registrant issued a press release to announce results for the first quarter of 2015, ended March 28, 2015. 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 April 28, 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: April 28, 2015	By	/s/ Gregory B. Graves
		Gregory B. Graves,
		Executive Vice President & Chief Financial Officer

EX-99.1

Exhibit 99.1

Entegris Reports First-Quarter Results

• Quarterly revenue of $263.4 million

• GAAP net income of $14.9 million, or $0.11 per diluted share; Non-GAAP net income of $25.4 million, or $0.18 per diluted share

• Repaid $25 million of long-term debt

BILLERICA, Mass., April 28, 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 first quarter ended March 28, 2015.

The Company recorded first-quarter sales of $263.4 million. First-quarter net income of $14.9 million, or $0.11 per diluted share, included amortization of intangible assets of $12.3 million and aggregated acquisition and integration-related costs of $2.6 million associated with the April 30, 2014 acquisition of ATMI, Inc. Non-GAAP net income was $25.4 million, or $0.18 per diluted share.

Bertrand Loy, president and chief executive officer, said: “We executed well during the first quarter, which is a seasonally soft quarter for the semiconductor industry. We grew revenue five percent from the prior year on a pro forma basis, despite the headwinds from a stronger dollar. On an operating basis, I am very pleased with our performance. We achieved our target operating model, generated an adjusted EBITDA of $55.8 million, and paid down our debt by $25 million.”

Mr. Loy added: “With the integration of ATMI virtually completed, we are now keenly focused on leveraging our broader technology and operating platform to bring to market new, highly differentiated solutions that help our customers improve their manufacturing yields.”

Quarterly Financial Results Summary

(in millions, except per share data)

GAAP Results	Q1-2015			Q1-2014			Q4-2014
Net sales	$	263,373		$	165,804		$	271,633
Operating income		27,539			18,539			20,815
Operating margin		10.5	%		11.2	%		7.7	%
Net income	$	14,872		$	14,312		$	9,312
Earnings per share (EPS)	$	0.11		$	0.10		$	0.07
Non-GAAP adjusted operating income	$	42,458		$	22,156		$	42,056
Adjusted operating margin		16.1	%		13.4	%		15.5	%
Non-GAAP net income	$	25,446		$	16,650		$	23,818
Non-GAAP EPS	$	0.18		$	0.12		$	0.17

Second-Quarter Outlook

For the fiscal first quarter ending June 27, 2015 the Company expects sales of $265 million to $280 million, net income of $15 million to $19 million, and net income per diluted share between $0.10 to $0.13 per share. On a non-GAAP basis, EPS is expected to range from $0.18 to $0.21 per diluted share, which reflects net income on a non-GAAP basis in the range of $25 million to $29 million, which is adjusted for expected amortization expense of approximately $12.3 million and integration expense of $2 million totaling approximately $14.3 million or $0.07 per share.

Segment Results

The Company reports 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.

First-Quarter Results Conference Call Details

Entegris will hold a conference call to discuss its results for the first quarter on Tuesday, April 28, 2015, at 10:00 a.m. Eastern Time. Participants should dial 719-325-2463 or toll-free 888-503-8175, referencing confirmation code 7379652. 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 April 28, 2015 at 1:00 p.m. (ET) until Thursday, June 11, 2015. The replay can be accessed by using passcode 7379652 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 March 29, 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 March 29, 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 March 29, 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,” “Additional Risks Related to Our Business,” “Risks Relating to Our Indebtedness,” “Manufacturing Risks,” “International Risks,” and “Risks Related to Owning Our Securities” in Item 1A of our Annual Report on Form 10–K for the fiscal year ended December 31, 2014, filed with the U.S Securities and Exchange Commission on February 26, 2015, 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
	March 28, 2015			March 29, 2014			December 31, 2014
Net sales	$	263,373		$	165,804		$	271,633
Cost of sales		146,837			94,452			153,713
Gross profit		116,536			71,352			117,920
Selling, general and administrative expenses		50,890			34,787			58,879
Engineering, research and development expenses		25,800			15,690			26,013
Amortization of intangible assets		12,307			2,336			12,213
Operating income		27,539			18,539			20,815
Interest expense (income), net		9,628			(194	)		9,772
Other (income) expense, net		(1,733	)		178			1,088
Income before income tax expense and equity in net loss of affiliates		19,644			18,555			9,955
Income tax expense		4,670			4,243			440
Equity in net loss of affiliates		102			—			203
Net income	$	14,872		$	14,312		$	9,312
Basic net income per common share:	$	0.11		$	0.10		$	0.07
Diluted net income per common share:	$	0.11		$	0.10		$	0.07
Weighted average shares outstanding:
Basic		139,984			138,927			139,601
Diluted		140,740			139,706			140,433

Entegris, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(In thousands)

(Unaudited)

	March 28, 2015		December 31, 2014
ASSETS
Cash and cash equivalents	$	341,387	$	389,699
Short-term investments		3,187		4,601
Accounts receivable, net		184,734		153,961
Inventories		166,227		163,125
Deferred tax assets, deferred tax charges and refundable income taxes		30,622		30,556
Other current assets		20,192		23,713
Total current assets		746,349		765,655
Property, plant and equipment, net		313,081		313,569
Goodwill		347,605		340,743
Intangible assets, net		296,021		308,554
Deferred tax assets – non-current		4,986		5,068
Other		24,762		28,502
Total assets	$	1,732,804	$	1,762,091
LIABILITIES AND SHAREHOLDERS’ EQUITY
Long-term debt, current maturities	$	75,000	$	100,000
Accounts payable		55,950		57,417
Accrued liabilities		80,462		91,551
Income tax payable and deferred tax liabilities		16,631		13,552
Total current liabilities		228,043		262,520
Long-term debt, excluding current maturities		666,949		666,796
Other liabilities and deferred tax liabilities		83,297		84,334
Shareholders’ equity		754,515		748,441
Total liabilities and shareholders’ equity	$	1,732,804	$	1,762,091

Entegris, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Three months ended
	March 28, 2015			March 29, 2014
Operating activities:
Net income	$	14,872		$	14,312
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		13,319			7,832
Amortization		12,307			2,336
Stock-based compensation expense		2,258			1,877
Other		75			843
Changes in operating assets and liabilities:
Trade accounts and notes receivable		(32,246	)		(7,217	)
Inventories		(7,512	)		(7,545	)
Accounts payable and accrued liabilities		(5,962	)		(3,554	)
Income taxes payable and refundable income taxes		3,241			2,012
Other		(484	)		1,516
Net cash (used in) provided by operating activities		(132	)		12,412
Investing activities:
Acquisition of property and equipment		(20,488	)		(13,780	)
Proceeds from sale and maturities of investments		741			—
Other		319			395
Net cash used in investing activities		(19,428	)		(13,385	)
Financing activities:
Payments on long-term debt		(25,000	)		—
Issuance of common stock		520			—
Taxes paid related to net share settlement of equity awards		(2,053	)		(1,989	)
Other		135			244
Net cash used in financing activities		(26,398	)		(1,745	)
Effect of exchange rate changes on cash		(2,354	)		(47	)
Decrease in cash and cash equivalents		(48,312	)		(2,765	)
Cash and cash equivalents at beginning of period		389,699			384,426
Cash and cash equivalents at end of period	$	341,387		$	381,661

Entegris, Inc. and Subsidiaries

Segment Information

(In thousands)

(Unaudited)

	Three months ended
Net sales	March 28, 2015		March 29, 2014		December 31, 2014
Critical Materials Handling	$	167,468	$	145,569	$	166,207
Electronic Materials		95,905		20,235		105,426
Total net sales	$	263,373	$	165,804	$	271,633

	Three months ended
Segment profit	March 28, 2015			March 29, 2014			December 31, 2014
Critical Materials Handling	$	41,341		$	30,526		$	31,264
Electronic Materials		20,222			3,704			30,393
Total segment profit		61,563			34,230			61,657
Amortization of intangibles		(12,307	)		(2,336	)		(12,213	)
Unallocated expenses		(21,717	)		(13,355	)		(28,629	)
Total operating income	$	27,539		$	18,539		$	20,815

Entegris, Inc. and Subsidiaries

Historical Non-GAAP Pro Forma Segment Information

(In thousands)

(Unaudited)

	Three Months Ended
Segment Net Sales (a)	March 28, 2015 As Reported		March 29, 2014 Pro Forma(1)
Critical Materials Handling	$	167,468	$	156,507
Electronic Materials		95,905		94,521
Total segment net sales	$	263,373	$	251,028
Segment profit (b)
Critical Materials Handling	$	41,341	$	33,575
Electronic Materials		20,222		23,950
Total segment profit	$	61,563	$	57,525

⁽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 March 28, 2015 and March 29, 2014 in the following footnotes.

(a) The above pro forma segment sales include amounts for the quarter ended March 29, 2014, 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 $10.9 million for the quarter ended March 29, 2014. EM sales made by ATMI Inc. prior to the merger were $74.3 million for the quarter ended March 29, 2014.

(b) The above pro forma segment profit figures include amounts for the quarter ended March 29, 2014, 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 segment profits made by ATMI Inc. prior to the merger were $3.0 million for the quarter ended March 29, 2014. EM segment profits made by ATMI Inc. prior to the merger were $20.2 million for the quarter ended March 29, 2014.

Entegris, Inc. and Subsidiaries

GAAP to Non-GAAP Reconciliation of Statement of Operations

(In thousands, except per share data)

(Unaudited)

	Three months ended March 28, 2015
	U.S. GAAP			Adjustments			Non- GAAP
Net sales	$	263,373		$	—		$	263,373
Cost of sales		146,837			—			146,837
Gross profit		116,536			—			116,536
Selling, general and administrative expenses (a)		50,890			(2,612	)		48,278
Engineering, research and development expenses		25,800			—			25,800
Amortization of intangible assets (b)		12,307			(12,307	)		—
Operating income		27,539			14,919			42,458
Interest expense, net		9,628			—			9,628
Other income, net (c)		(1,733	)		(673	)		(2,406	)
Income before income tax expense and equity in net loss of affiliates		19,644			15,592			35,236
Income tax expense (d)		4,670			5,018			9,688
Equity in net loss of affiliates		102			—			102
Net income	$	14,872		$	10,574		$	25,446
Basic income per common share:	$	0.11		$	0.08		$	0.18
Diluted income per common share:	$	0.11		$	0.08		$	0.18
Weighted average shares outstanding:
Basic		139,984			139,984			139,984
Diluted		140,740			140,740			140,740

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) Selling, general and administrative expense for the three months ended March 28, 2015 is adjusted for $2.6 million of integration costs related to the ATMI acquisition.

b) Amortization expense for the three months ended March 28, 2015 is adjusted for $12.3 million for amortization expense related to the ATMI and prior acquisitions.

c) Other income, net for the three months ended March 28, 2015 is adjusted for a $0.7 million loss on the impairment and sale of an equity investment.

d) Income tax expense for the three months ended March 28, 2015 is adjusted for $5.0 million related to the adjustments noted above.

Entegris, Inc. and Subsidiaries

Reconciliation of GAAP to Adjusted Operating Income and Adjusted EBITDA

(In thousands)

(Unaudited)

	Three months ended
	March 28, 2015			March 29, 2014			December 31, 2014
Net sales	$	263,373		$	165,804		$	271,633
Net income	$	14,872		$	14,312		$	9,312
Adjustments to net income:
Equity in net loss of affiliates		102			—			203
Income tax expense		4,670			4,243			440
Interest expense (income), net		9,628			(194	)		9,772
Other (income) expense, net		(1,733	)		178			1,088
GAAP – Operating income		27,539			18,539			20,815
Transaction-related costs		—			1,281			—
Integration costs		2,612			—			9,028
Amortization of intangible assets		12,307			2,336			12,213
Adjusted operating income		42,458			22,156			42,056
Depreciation		13,319			7,832			13,632
Adjusted EBITDA	$	55,777		$	29,988		$	55,688
Adjusted operating margin		16.1	%		13.4	%		15.5	%
Adjusted EBITDA – as a % of net sales		21.2	%		18.1	%		20.5	%

Entegris, Inc. and Subsidiaries

Reconciliation of GAAP to Non-GAAP Earnings per Share

(In thousands, except per share data)

(Unaudited)

	Three months ended
	March 28, 2015			March 29, 2014			December 31, 2014
GAAP net income	$	14,872		$	14,312		$	9,312
Adjustments to net income:
Transaction-related costs		—			1,281			—
Integration costs		2,612			—			9,028
Net loss on impairment or sale of investment		673			—			1,710
Amortization of intangible assets		12,307			2,336			12,213
Tax effect of adjustments to net income		(5,018	)		(1,279	)		(8,445	)
Non-GAAP net income	$	25,446		$	16,650		$	23,818
Diluted earnings per common share	$	0.11		$	0.10		$	0.07
Effect of adjustments to net income	$	0.08			0.02			0.10
Diluted non-GAAP earnings per common share	$	0.18		$	0.12		$	0.17

###    END    ###