Delaware
|
001-32598
|
41-1941551
|
||
(State or other jurisdiction
of incorporation)
|
(Commission File Number)
|
(IRS Employer
Identification No.)
|
129 Concord Road,
Billerica,
|
01821
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
Common Stock, par value $0.01 per share
|
ENTG
|
The NASDAQ Stock Market LLC
|
☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230 .425)
|
☐ Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Certain information with respect to Entegris.
|
||
Unaudited pro forma condensed combined statement of operations and explanatory notes of Entegris for the year ended December 31, 2021, the three
months ended April 2, 2022 and the twelve months ended April 2, 2022 and the Unaudited pro forma condensed combined balance sheet and explanatory notes of Entegris as of December 31, 2021 and as of April 2, 2022.
|
||
Press Release of Entegris, dated June 16, 2022, related to the Notes Offering.
|
||
104
|
Cover Page Interactive Date File (embedded within the Inline XBRL document).
|
ENTEGRIS, INC.
(registrant)
|
||
June 16, 2022
|
By:
|
/s/ Gregory B. Graves
|
Executive Vice President & Chief Financial Officer
|
|
|
|
Pro Forma
Combined Year
Ended
December 31, 2021
|
|
|
Pro Forma
Combined Three
Months Ended
April 2, 2022
|
|
|
Pro Forma
Combined Twelve
Months Ended
April 2, 2022
|
|
|
|
($ in thousands)
|
||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
$3,518,840
|
|
|
$970,461
|
|
|
$3,686,815
|
Cost of sales
|
|
|
2,018,495
|
|
|
535,741
|
|
|
2,097,609
|
Gross profit
|
|
|
1,500,345
|
|
|
434,720
|
|
|
1,589,206
|
Operating Expenses:
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
538,119
|
|
|
131,814
|
|
|
483,959
|
Engineering, research and development expenses
|
|
|
225,059
|
|
|
59,411
|
|
|
232,535
|
Amortization of intangible assets
|
|
|
207,523
|
|
|
52,568
|
|
|
208,303
|
Asset impairment charges
|
|
|
232,480
|
|
|
—
|
|
|
24,259
|
Operating income
|
|
|
297,164
|
|
|
190,927
|
|
|
640,150
|
Interest expense
|
|
|
287,644
|
|
|
72,652
|
|
|
281,568
|
Interest income
|
|
|
(301)
|
|
|
(33)
|
|
|
(249)
|
Other expense, net
|
|
|
34,429
|
|
|
6,347
|
|
|
35,962
|
(Loss) income before income taxes
|
|
|
(24,608)
|
|
|
111,961
|
|
|
322,869
|
Income tax (benefit) expense
|
|
|
(19,699)
|
|
|
13,041
|
|
|
33,784
|
Net (loss) income
|
|
|
$(4,909)
|
|
|
$98,920
|
|
|
$289,085
|
|
|
|
Pro Forma
Combined
Balance Sheet Data as
of April 2, 2022
|
|
|
|
($ in thousands)
|
Cash and cash equivalents
|
|
|
$713,500
|
Total assets
|
|
|
$10,511,504
|
Total debt
|
|
|
$5,927,767
|
Total equity
|
|
|
$3,282,896
|
Credit Statistics:
|
|
|
Pro Forma
Combined Year
Ended
December 31, 2021
or as of
December 31, 2021
|
|
|
Pro Forma
Combined Three
Months Ended
April 2, 2022
or as of
April 2, 2022(1)
|
|
|
Pro Forma
Combined Twelve
Months Ended
April 2, 2022
or as of
April 2, 2022(1)
|
|
|
|
($ in thousands)
|
||||||
Entegris Historical Adjusted EBITDA(2)
|
|
|
$699,416
|
|
|
$206,156
|
|
|
$755,441
|
CMC Historical Adjusted EBITDA(7)
|
|
|
361,378
|
|
|
97,761
|
|
|
373,851
|
Pro Forma Adjusted EBITDA(2)
|
|
|
1,083,963
|
|
|
314,707
|
|
|
1,154,205
|
Pro Forma Adjusted Operating Income(3)
|
|
|
926,789
|
|
|
273,895
|
|
|
994,038
|
Pro Forma Secured Net Debt(4)
|
|
|
N/A
|
|
|
3,272,887
|
|
|
3,272,887
|
Pro Forma Net Debt(5)
|
|
|
N/A
|
|
|
5,214,267
|
|
|
5,214,267
|
Cash Interest Expense(6)
|
|
|
252,363
|
|
|
63,091
|
|
|
252,363
|
Ratio of net debt to Pro Forma Adjusted EBITDA
|
|
|
N/A
|
|
|
N/A
|
|
|
4.52
|
Ratio of Pro Forma Adjusted EBITDA to cash interest expense
|
|
|
4.30
|
|
|
N/A
|
|
|
4.57
|
(1)
|
For purposes of the pro forma financial data shown in the table above, the historical CMC data is for the three months ended
March 31, 2022 and the twelve months ended March 31, 2022, respectively.
|
(2)
|
Entegris defines historical Adjusted EBITDA as net income attributable to Entegris, Inc. before (1) income tax expense, (2) interest
expense, (3) interest income, (4) other (income) expense, net, (5) change for fair value write-up of acquired inventory sold, (6) deal costs, (7) integration costs, (8) severance and restructuring costs, (9) amortization of intangible assets
and (10) depreciation (collectively, “EBITDA Adjustments”), and defines Pro Forma Adjusted EBITDA as Adjusted EBITDA further adjusted to give effect to the Merger, the other Transactions and the other items identified as permitted adjustments
pursuant to the terms of the notes offered hereby and other secured debt or the proposed terms of our Senior Credit Facilities. See Footnote 2 under “Summary—Summary Historical Consolidated Financial Data of Entegris” for a reconciliation of
this measure to the most directly comparable financial measure calculated in accordance with GAAP.
|
(3)
|
Entegris defines Adjusted Operating Income as net income attributable to Entegris, Inc. before (1) income tax expense, (2) interest
expense, (3) interest income, (4) other (income) expense, net, (5) change for fair value write-up of acquired inventory sold, (6) deal costs, (7) integration costs, (8) severance and restructuring costs and (9) amortization of intangible
assets (collectively, “Operating Income Adjustments”), and defines Pro Forma Adjusted Operating Income as Adjusted Operating Income further adjusted to give effect to the Merger, the other Transactions and the other items identified as
permitted adjustments pursuant to the terms of the notes offered hereby and the New Secured Notes or the proposed terms of our Senior Credit Facilities. The reconciliation of GAAP measures to Pro Forma Adjusted Operating Income and Pro Forma
Adjusted EBITDA to the most directly comparable financial measure calculated in accordance with GAAP is presented below in the accompanying table. The Entegris fiscal year ends on December 31, whereas CMC’s fiscal year ends on September 30.
Due to this difference in year end, for the purpose of presenting the selected unaudited condensed combined and pro forma financial information for the twelve months ended December 31, 2021, the CMC financial results for the twelve months
ended December 31, 2021 have been calculated by adding its financial results for the three months ended December 31, 2021 to its financial results for the twelve months ended September 30, 2021 and subtracting its financial results for the
three months ended December 31, 2020. The selected unaudited condensed combined and pro forma financial information for the twelve months ended December 31, 2021 combines the Entegris audited consolidated statement of operations for the year
ended December 31, 2021 and the CMC financial results for the twelve months ended December 31, 2021. For certain pro forma Transaction adjustments, this gives effect to the Merger and the other Transactions as if they occurred on January 1,
2021. Refer also to the “Unaudited Pro Forma Condensed Combined Financial Information” for further information.
|
|
|
|
Pro Forma
Combined For
The Year Ended
December 31, 2021
|
|
|
Pro Forma
Combined Three
Months Ended
April 2, 2022(1)
|
|
|
Pro Forma
Combined Twelve
Months Ended
April 2, 2022(1)
|
|
|
Notes
|
($ in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
Combined Entegris and CMC historical net sales
|
|
|
$3,527,907
|
|
|
$973,773
|
|
|
$3,698,308
|
|
|
|
Combined Entegris and CMC historical GAAP Operating income
|
|
|
$529,795
|
|
|
$219,878
|
|
|
$791,633
|
|
|
|
Entegris adjustments to historical operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge for fair value write-up of acquired inventory sold
|
|
|
428
|
|
|
—
|
|
|
428
|
|
|
(A)
|
Deal costs
|
|
|
4,744
|
|
|
5,008
|
|
|
9,752
|
|
|
(B)
|
Integration costs
|
|
|
3,780
|
|
|
1,246
|
|
|
2,982
|
|
|
(C)
|
Severance and restructuring costs
|
|
|
529
|
|
|
—
|
|
|
386
|
|
|
(D)
|
Amortization of intangible assets
|
|
|
47,856
|
|
|
12,651
|
|
|
48,636
|
|
|
|
CMC adjustments to historical operating income:
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment charges
|
|
|
232,480
|
|
|
—
|
|
|
24,259
|
|
|
(E)
|
Acquisition and integration related expenses
|
|
|
8,053
|
|
|
(540)
|
|
|
5,346
|
|
|
(F)
|
Entegris Transaction-related expenses
|
|
|
6,050
|
|
|
12,243
|
|
|
18,293
|
|
|
(G)
|
Future Forward-related expenses
|
|
|
2,979
|
|
|
45
|
|
|
3,024
|
|
|
(H)
|
Environmental accrual
|
|
|
2,508
|
|
|
—
|
|
|
2,508
|
|
|
(I)
|
Cost related to KMG-Bernuth warehouse fire, net of recoveries
|
|
|
(1,050)
|
|
|
(3,500)
|
|
|
(3,474)
|
|
|
(J)
|
Costs related to the Pandemic, net of grants received
|
|
|
(773)
|
|
|
—
|
|
|
(352)
|
|
|
(K)
|
Net costs related to restructuring of the wood treatment business
|
|
|
123
|
|
|
219
|
|
|
296
|
|
|
(L)
|
Amortization of intangible assets
|
|
|
66,118
|
|
|
15,855
|
|
|
65,408
|
|
|
(M)
|
Combined Entegris and CMC historical GAAP Operating income
|
|
|
903,620
|
|
|
263,105
|
|
|
969,125
|
|
|
|
Combined Entegris and CMC historical Depreciation
|
|
|
157,174
|
|
|
40,812
|
|
|
160,167
|
|
|
|
Combined Entegris and CMC Adjusted EBITDA
|
|
|
$1,060,794
|
|
|
$303,917
|
|
|
$1,129,292
|
|
|
|
Pro forma Transaction adjustments to combined historical Adjusted EBITDA:
|
|
|
|
|
|
|
|
|
|
|
|
|
Wood treatment wind-down
|
|
|
(52,102)
|
|
|
(7,439)
|
|
|
(48,005)
|
|
|
(N)
|
ITS preacquisition EBITDA
|
|
|
1,792
|
|
|
—
|
|
|
—
|
|
|
(O)
|
Stock based compensation
|
|
|
(1,521)
|
|
|
(521)
|
|
|
(2,082)
|
|
|
(P)
|
Run-rate cost synergies
|
|
|
75,000
|
|
|
18,750
|
|
|
75,000
|
|
|
(Q)
|
Pro forma Adjusted EBITDA
|
|
|
$1,083,963
|
|
|
$314,707
|
|
|
$1,154,205
|
|
|
|
Less: Depreciation
|
|
|
(157,174)
|
|
|
(40,812)
|
|
|
(160,167)
|
|
|
|
Pro Forma Adjusted Operating Income
|
|
|
$926,789
|
|
|
$273,895
|
|
|
$994,038
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro Forma net sales (after Transaction adjustments)
|
|
|
$3,453,327
|
|
|
$959,554
|
|
|
$3,620,631
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pro forma Adjusted EBITDA Margin - as a % of pro forma net sales
|
|
|
31.4%
|
|
|
32.8%
|
|
|
31.9%
|
|
|
|
Pro forma Adjusted Operating Income margin - as a % of pro forma net sales
|
|
|
26.8%
|
|
|
28.5%
|
|
|
27.5%
|
|
|
|
(1)
|
For purposes of the pro forma financial data shown in the table above, the historical CMC data is for the three months ended
March 31, 2022 and the twelve months ended March 31, 2022, respectively.
|
(A)
|
From the acquisitions of Precision Microchemicals, Global Measurement Technologies Inc., Sinmat and other minor tuck-ins.
|
(B)
|
Includes deal and transaction costs from the acquisitions of Precision Microchemicals, Global Measurement Technologies Inc., Sinmat
and other minor tuck-ins.
|
(C)
|
Integration costs from the acquisitions of Precision Microchemicals, Global Measurement Technologies Inc., Sinmat and other minor
tuck-ins.
|
(D)
|
Restructuring costs from the acquisitions of Precision Microchemicals, Global Measurement Technologies Inc., Sinmat and other minor
tuck-ins.
|
(E)
|
The pandemic resulted in an impairment charge related to the PIM business in the second quarter of fiscal year 2021 as well as wood
treatment impairment charges as the business is wound down.
|
(F)
|
Includes acquisition and integration costs from ITS and KMG-Berunth, Inc. (“KMG-Berunth”) acquisitions.
|
(G)
|
Expenses from sale to Entegris, primarily due to costs of banking and legal services.
|
(H)
|
Expenses from CMC’s cost migration program, “Future Forward.”
|
(I)
|
Environmental accrual related to anticipated remedial action phase of the Star Lake Canal Superfund Site.
|
(J)
|
In fiscal 2019, a fire, which involved non-hazardous waste materials and caused no injuries, occurred at the warehouse of the wood
treatment facility of CMC’s subsidiary KMG-Berunth, in Tuscaloosa, Alabama, which processes penta for sale to customers in the U.S. and Canada. KMG-Berunth commenced and completed cleanup with oversight from certain local, state and federal
authorities, and CMC recorded related expenses and for disposal of affected inventory in Cost of sales. CMC recorded expenses of $26, $1,551 and $9,494 for the fiscal years ended September 30, 2021, 2020 and 2019, respectively. Although CMC
believes they have completed cleanup efforts related to the fire incident, there are potential other related costs that cannot be reasonably estimated as of this time due to the nature of federally-regulated penta-related requirements. In
addition, CMC continues to work with its insurance carriers on possible recovery of losses and costs related to the fire incident. CMC received recoveries of $1,076 and $468 during the fiscal years ended September 30, 2021 and 2020,
respectively, which were recorded in Cost of sales, and $3,500 during the fiscal quarter ended March 31, 2022, which was recorded in Selling, general and administrative.
|
(K)
|
Non-recurring costs for providing EHS services to employees net of government grants received as pandemic aid.
|
(L)
|
Restructuring costs related to CMC closure of its wood treatment business, with the wind-down completed in early calendar 2022.
|
(M)
|
Reflects amortization expense recorded in Selling, general and administrative expenses. Also includes amortization of ITS intangible
assets with a weighted average useful life of 12.2 years.
|
(N)
|
Represents the removal of EBITDA of CMC’s wood treatment business due to the planned closure in FY22.
|
(O)
|
Represents EBITDA of ITS prior to its acquisition by CMC for the period of January 2021 to March 2021.
|
(P)
|
Adjustment to recognize additional stock-based compensation expenses resulting from Entegris’ acquisition of CMC.
|
(Q)
|
Represents Entegris management’s estimated run-rate synergies from the Merger, consisting of approximately $15 million in estimated
cost of sales savings from insourcing; logistics and procurement initiatives and approximately $60 million in estimated operating expense savings in executive management costs; duplicate public company costs; back-office support and sales
functions and facilities optimization initiatives.
|
(4)
|
Entegris defines Pro Forma Secured Net Debt, a non-GAAP financial measure, as secured debt expected to be outstanding upon closing
of the Merger, net of our cash balance after giving effect to the Merger and other Transactions. For purposes of this pro forma financial information, secured debt expected to be outstanding upon closing of the merger is assumed to consist of
(x) $1,600 million of the New Secured Notes and (y) $2,495 million under the New Term Facility.
|
|
|
|
Pro Forma
Combined
Balance Sheet
Data as of
April 2, 2022
|
|
|
|
($ in thousands)
|
Pro Forma Secured Net Debt:
|
|
|
|
New Secured Notes
|
|
|
$1,600,000
|
New Term Facility
|
|
|
2,495,000
|
Total Pro Forma Secured Debt
|
|
|
4,095,000
|
Less: Debt issuance costs - allocated
|
|
|
(70,260)
|
Less: Rating agency fees - allocated
|
|
|
(5,771)
|
Less: Original issue discount
|
|
|
(32,582)
|
Pro forma long-term secured debt
|
|
|
3,986,387
|
Less: Pro forma cash and cash equivalents
|
|
|
(713,500)
|
Pro forma Secured Net Debt
|
|
|
$3,272,887
|
(5)
|
Entegris defines Pro Forma Net Debt, a non-GAAP financial measure, as debt expected to be outstanding upon closing of the Merger,
net of our cash balance after giving effect to the Merger and other Transactions. For purposes of this pro forma financial information, debt expected to be outstanding upon closing of the Merger is assumed to consist of (x) Total Pro Forma
Secured Debt, (y) unsecured borrowings under the Unsecured 364-Day Bridge Facility of $275 million, and (z) $895 million of unsecured notes offered hereby and $800 million of existing Entegris secured notes.
|
|
|
|
Pro Forma
Combined
Balance Sheet
Data as of
April 2, 2022
|
|
|
|
($ in thousands)
|
Pro Forma Secured and Unsecured Net Debt:
|
|
|
|
Total Pro Forma Secured Debt (above)
|
|
|
$4,095,000
|
Unsecured notes offered hereby
|
|
|
895,000
|
Unsecured 364-Day Bridge Facility
|
|
|
275,000
|
2028 Notes
|
|
|
400,000
|
2029 Notes
|
|
|
400,000
|
Total Pro Forma Debt
|
|
|
6,065,000
|
Less: Debt issuance costs
|
|
|
(95,651)
|
Less: Rating agency fees
|
|
|
(9,000)
|
Less: Original issue discount
|
|
|
(32,582)
|
Pro forma long-term debt (secured & unsecured)
|
|
|
5,927,767
|
Less: Pro forma cash and cash equivalents
|
|
|
(713,500)
|
Pro forma Net Debt
|
|
|
$5,214,267
|
(6)
|
Entegris defines Cash Interest Expense, a non-GAAP financial measure, as SOFR, with a floor of 0.00%, plus a margin of 3.00% for the
New Term Facility, 4.75% for the New Secured Notes, 5.75% for the Unsecured 364-Day Bridge Facility and 6.00% for the unsecured notes offered hereby less interest earned on cash balances. A 0.125% increase in the interest rate on the New
Senior Credit Facilities and the Unsecured 364-Day Bridge Facility would increase our assumed annual interest expense by approximately $6.6 million. See “Unaudited Pro Forma Condensed Combined Financial Information.”
|
(7)
|
CMC historical Adjusted EBITDA as presented above has been revised to add back other expense, net totaling $2,734, $1,445, and
$3,695 for the year ended December 31, 2021, three months ended March 31, 2022, and the twelve months ended March 31, 2022, respectively, in order to conform with Entegris’ Adjusted EBITDA presentation for purposes of computing Pro Forma
Combined Adjusted EBITDA. CMC defines historical Adjusted EBITDA, a non-GAAP financial measure, as net income (loss) before (1) income tax expense, (2) interest expense, net, (3) acquisition and integration related expenses, (4) impairment
charges, (5) Entegris Transaction-related expenses, (6) Future Forward-related expenses, (7) environmental accrual, (8) costs related to KMG-Bernuth warehouse fire, net of recoveries, (9) costs related to the Pandemic, net of grants received,
(10) net costs related to restructuring of the wood treatment business and (11) depreciation and amortization (collectively, “CMC EBITDA Adjustments”). CMC’s Adjusted EBITDA is a non-GAAP measure and, as such, is subject to the same
qualifications and limitations described above with respect to Entegris’ non-GAAP measures.
|
|
|
|
Historical
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Entegris
|
|
|
CMC as
Reclassified
|
|
|
Transaction
Accounting
Adjustments
|
|
|
Notes
|
|
|
Other
Transaction
Accounting
Adjustments
|
|
|
Notes
|
|
|
Pro Forma
Combined
|
|
|
|
|
|
|
Note 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$352,732
|
|
|
$237,685
|
|
|
$ (3,889,137)
|
|
|
4(A)
|
|
|
$5,265,000
|
|
|
4(K)
|
|
|
$713,500
|
|
|
|
|
|
|
|
|
|
(16,000)
|
|
|
4(B)
|
|
|
(1,179,751)
|
|
|
4(M)
|
|
|
|
|
|
|
|
|
|
|
|
|
(24,099)
|
|
|
4(T)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(32,930)
|
|
|
4(U)
|
|
|
|
|
|
|
|
|
|
Trade accounts and notes receivable, net
|
|
|
372,759
|
|
|
169,345
|
|
|
(861)
|
|
|
4(C)
|
|
|
—
|
|
|
|
|
|
541,243
|
Inventories, net
|
|
|
545,607
|
|
|
184,730
|
|
|
50,227
|
|
|
4(D)
|
|
|
—
|
|
|
|
|
|
780,564
|
Deferred tax charges and refundable income taxes
|
|
|
34,755
|
|
|
4,250
|
|
|
12,780
|
|
|
4(P)
|
|
|
(5,125)
|
|
|
4(R)
|
|
|
43,960
|
Other current assets
|
|
|
63,482
|
|
|
31,210
|
|
|
24,099
|
|
|
4(T)
|
|
|
(6,001)
|
|
|
4(Q)
|
|
|
112,790
|
Total current assets
|
|
|
1,369,335
|
|
|
627,220
|
|
|
(3,875,921)
|
|
|
|
|
|
4,074,123
|
|
|
|
|
|
2,194,757
|
Property, plant and equipment, net
|
|
|
698,574
|
|
|
346,344
|
|
|
139,773
|
|
|
4(E)
|
|
|
—
|
|
|
|
|
|
1,184,691
|
Other assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Right-of-use assets
|
|
|
69,713
|
|
|
25,738
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
95,451
|
Goodwill
|
|
|
793,861
|
|
|
564,279
|
|
|
2,706,042
|
|
|
4(I)
|
|
|
—
|
|
|
|
|
|
4,064,182
|
Intangible assets, net
|
|
|
322,289
|
|
|
584,657
|
|
|
2,020,343
|
|
|
4(F)
|
|
|
—
|
|
|
|
|
|
2,927,289
|
Deferred tax assets and other noncurrent tax assets
|
|
|
17,820
|
|
|
6,256
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
24,076
|
Other noncurrent assets
|
|
|
11,848
|
|
|
46,112
|
|
|
—
|
|
|
|
|
|
(36,902)
|
|
|
4(Q)
|
|
|
21,058
|
Total assets
|
|
|
$ 3,283,440
|
|
|
$ 2,200,606
|
|
|
$990,237
|
|
|
|
|
|
$4,037,221
|
|
|
|
|
|
$10,511,504
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short-term debt
|
|
|
$—
|
|
|
$—
|
|
|
$—
|
|
|
|
|
|
$270,830
|
|
|
4(L)
|
|
|
$270,830
|
Long-term debt, current maturities
|
|
|
—
|
|
|
10,650
|
|
|
2,876
|
|
|
4(G)
|
|
|
(13,526)
|
|
|
4(O)
|
|
|
—
|
Accounts payable
|
|
|
133,956
|
|
|
55,540
|
|
|
(861)
|
|
|
4(C)
|
|
|
—
|
|
|
|
|
|
188,635
|
Accrued payroll and related benefits
|
|
|
55,562
|
|
|
38,931
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
94,493
|
Other accrued liabilities
|
|
|
117,469
|
|
|
78,222
|
|
|
(32,930)
|
|
|
4(U)
|
|
|
—
|
|
|
|
|
|
162,761
|
Income taxes payable
|
|
|
64,674
|
|
|
15,585
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
80,259
|
Total current liabilities
|
|
|
371,661
|
|
|
198,928
|
|
|
(30,915)
|
|
|
|
|
|
257,304
|
|
|
|
|
|
796,978
|
Long-term debt, excluding current maturities
|
|
|
937,349
|
|
|
899,153
|
|
|
7,709
|
|
|
4(G)
|
|
|
4,864,588
|
|
|
4(L)
|
|
|
5,656,937
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
(906,862)
|
|
|
4(O)
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
(145,000)
|
|
|
4(N)
|
|
|
|
Pension benefit obligations and other liabilities
|
|
|
37,964
|
|
|
43,246
|
|
|
—
|
|
|
|
|
|
(27,684)
|
|
|
4(S)
|
|
|
53,526
|
Deferred tax liabilities and other noncurrent tax liabilities
|
|
|
54,038
|
|
|
95,190
|
|
|
494,946
|
|
|
4(H)
|
|
|
(5,125)
|
|
|
4(R)
|
|
|
639,049
|
Long-term lease liability
|
|
|
62,110
|
|
|
20,008
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
82,118
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
|
|
|
1,361
|
|
|
41
|
|
|
88
|
|
|
4(J)
|
|
|
—
|
|
|
|
|
|
1,490
|
Treasury stock
|
|
|
(7,112)
|
|
|
(625,055)
|
|
|
625,055
|
|
|
4(J)
|
|
|
—
|
|
|
|
|
|
(7,112)
|
Additional paid-in capital
|
|
|
876,388
|
|
|
1,080,599
|
|
|
421,120
|
|
|
4(J)
|
|
|
—
|
|
|
|
|
|
2,378,107
|
Retained earnings
|
|
|
991,821
|
|
|
467,515
|
|
|
(506,785)
|
|
|
4(J)
|
|
|
—
|
|
|
|
|
|
952,551
|
Accumulated other comprehensive loss
|
|
|
(42,140)
|
|
|
20,981
|
|
|
(20,981)
|
|
|
4(J)
|
|
|
—
|
|
|
|
|
|
(42,140)
|
Total equity
|
|
|
1,820,318
|
|
|
944,081
|
|
|
518,497
|
|
|
|
|
|
—
|
|
|
|
|
|
3,282,896
|
Total liabilities and equity
|
|
|
$ 3,283,440
|
|
|
$ 2,200,606
|
|
|
$990,237
|
|
|
|
|
|
$4,037,221
|
|
|
|
|
|
$10,511,504
|
|
|
|
Historical
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Entegris
|
|
|
CMC as
Reclassified
|
|
|
Transaction
Accounting
Adjustments
|
|
|
Notes
|
|
|
Other
Transaction
Accounting
Adjustments
|
|
|
Notes
|
|
|
Pro Forma
Combined
|
|
|
|
|
|
|
Note 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
$ 2,298,893
|
|
|
$ 1,229,014
|
|
|
$(9,067)
|
|
|
5(A)
|
|
|
$—
|
|
|
|
|
|
$ 3,518,840
|
Cost of sales
|
|
|
1,239,229
|
|
|
727,913
|
|
|
12,461
|
|
|
5(B)
|
|
|
—
|
|
|
|
|
|
2,018,495
|
|
|
|
|
|
|
|
|
|
(9,067)
|
|
|
5(A)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,763
|
|
|
5(K)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
196
|
|
|
5(J)
|
|
|
—
|
|
|
|
|
|
|||
Gross profit
|
|
|
1,059,664
|
|
|
501,101
|
|
|
(60,420)
|
|
|
|
|
|
—
|
|
|
|
|
|
1,500,345
|
Selling, general and administrative expenses
|
|
|
292,408
|
|
|
169,381
|
|
|
3,169
|
|
|
5(B)
|
|
|
—
|
|
|
|
|
|
538,119
|
|
|
|
|
|
|
|
|
|
72,983
|
|
|
5(D)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
178
|
|
|
5(J)
|
|
|
—
|
|
|
|
|
|
|
Engineering, research and development expenses
|
|
|
167,632
|
|
|
55,095
|
|
|
1,185
|
|
|
5(B)
|
|
|
—
|
|
|
|
|
|
225,059
|
|
|
|
|
|
|
|
|
|
1,147
|
|
|
5(J)
|
|
|
—
|
|
|
|
|
|
|
Amortization of intangible assets
|
|
|
47,856
|
|
|
66,118
|
|
|
93,549
|
|
|
5(C)
|
|
|
—
|
|
|
|
|
|
207,523
|
Asset impairment charges
|
|
|
—
|
|
|
232,480
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
232,480
|
Operating income (loss)
|
|
|
551,768
|
|
|
(21,973)
|
|
|
(232,631)
|
|
|
|
|
|
—
|
|
|
|
|
|
297,164
|
Interest expense
|
|
|
41,240
|
|
|
38,576
|
|
|
—
|
|
|
|
|
|
220,363
|
|
|
5(F)
|
|
|
287,644
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
(38,576)
|
|
|
5(G)
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
(3,045)
|
|
|
5(H)
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
21,786
|
|
|
5(I)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,300
|
|
|
5(L)
|
|
|
|
Interest income
|
|
|
(243)
|
|
|
(58)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
(301)
|
Other expense, net
|
|
|
31,695
|
|
|
2,734
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
34,429
|
Income (loss) before income taxes
|
|
|
479,076
|
|
|
(63,225)
|
|
|
(232,631)
|
|
|
|
|
|
(207,828)
|
|
|
|
|
|
(24,608)
|
Income tax expense (benefit)
|
|
|
69,950
|
|
|
9,454
|
|
|
(52,342)
|
|
|
5(E)
|
|
|
(46,761)
|
|
|
5(E)
|
|
|
(19,699)
|
Net income (loss)
|
|
|
$409,126
|
|
|
$(72,679)
|
|
|
$(180,289)
|
|
|
|
|
|
$(161,067)
|
|
|
|
|
|
$(4,909)
|
Per common share data: (Note 6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income (loss) per common share
|
|
|
$3.02
|
|
|
$(2.55)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$(0.03)
|
Diluted net income (loss) per common share
|
|
|
$3.00
|
|
|
$(2.55)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$(0.03)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
135,411
|
|
|
28,454
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
148,315
|
Diluted
|
|
|
136,574
|
|
|
28,454
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150,720
|
|
|
|
Historical
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Entegris
|
|
|
CMC as
Reclassified
|
|
|
Transaction
Accounting
Adjustments
|
|
|
Notes
|
|
|
Other
Transaction
Accounting
Adjustments
|
|
|
Notes
|
|
|
Pro Forma
Combined
|
|
|
|
|
|
|
Note 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
$ 649,646
|
|
|
$ 324,127
|
|
|
$(3,312)
|
|
|
5(A)
|
|
|
$—
|
|
|
|
|
|
$ 970,461
|
Cost of sales
|
|
|
339,826
|
|
|
195,904
|
|
|
3,256
|
|
|
5(B)
|
|
|
—
|
|
|
|
|
|
535,741
|
|
|
|
|
|
|
|
|
|
(3,312)
|
|
|
5(A)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67
|
|
|
5(J)
|
|
|
—
|
|
|
|
|
|
|||
Gross profit
|
|
|
309,820
|
|
|
128,223
|
|
|
(3,323)
|
|
|
|
|
|
—
|
|
|
|
|
|
434,720
|
Selling, general and administrative expenses
|
|
|
87,108
|
|
|
43,499
|
|
|
814
|
|
|
5(B)
|
|
|
—
|
|
|
|
|
|
131,814
|
|
|
|
|
|
|
|
|
|
393
|
|
|
5(J)
|
|
|
—
|
|
|
|
|
|
|
Engineering, research and development expenses
|
|
|
46,715
|
|
|
12,337
|
|
|
298
|
|
|
5(B)
|
|
|
—
|
|
|
|
|
|
59,411
|
|
|
|
|
|
|
|
|
|
61
|
|
|
5(J)
|
|
|
—
|
|
|
|
|
||
Amortization of intangible assets
|
|
|
12,651
|
|
|
15,855
|
|
|
24,062
|
|
|
5(C)
|
|
|
—
|
|
|
|
|
|
52,568
|
Asset impairment charges
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
Operating income (loss)
|
|
|
163,346
|
|
|
56,532
|
|
|
(28,951)
|
|
|
|
|
|
—
|
|
|
|
|
|
190,927
|
Interest expense
|
|
|
12,876
|
|
|
9,558
|
|
|
—
|
|
|
|
|
|
55,091
|
|
|
5(F)
|
|
|
72,652
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
(9,558)
|
|
|
5(G)
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
(761)
|
|
|
5(H)
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
5,446
|
|
|
5(I)
|
|
|
|
Interest income
|
|
|
(12)
|
|
|
(21)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
(33)
|
Other expense, net
|
|
|
4,902
|
|
|
1,445
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
6,347
|
Income (loss) before income taxes
|
|
|
145,580
|
|
|
45,550
|
|
|
(28,951)
|
|
|
|
|
|
(50,218)
|
|
|
|
|
|
111,961
|
Income tax expense (benefit)
|
|
|
19,875
|
|
|
10,979
|
|
|
(6,514)
|
|
|
5(E)
|
|
|
(11,299)
|
|
|
5(E)
|
|
|
13,041
|
Net income (loss)
|
|
|
$ 125,705
|
|
|
$34,571
|
|
|
$(22,437)
|
|
|
|
|
|
$(38,919)
|
|
|
|
|
|
$98,920
|
Per common share data: (Note 6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per common share
|
|
|
$0.93
|
|
|
$1.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$0.67
|
Diluted net income per common share
|
|
|
$0.92
|
|
|
$1.19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$0.66
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
135,670
|
|
|
28,609
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
148,574
|
Diluted
|
|
|
136,552
|
|
|
28,999
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150,698
|
|
|
|
Historical
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Entegris
|
|
|
CMC as
Reclassified
|
|
|
Transaction
Accounting
Adjustments
|
|
|
Notes
|
|
|
Other
Transaction
Accounting
Adjustments
|
|
|
Notes
|
|
|
Pro Forma
Combined
|
|
|
|
|
|
|
Note 2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
|
$ 2,435,695
|
|
|
$ 1,262,613
|
|
|
$(11,493)
|
|
|
5(A)
|
|
|
$—
|
|
|
|
|
|
$ 3,686,815
|
Cost of sales
|
|
|
1,301,197
|
|
|
757,035
|
|
|
12,932
|
|
|
5(B)
|
|
|
—
|
|
|
|
|
|
2,097,609
|
|
|
|
|
|
|
|
|
|
(11,493)
|
|
|
5(A)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
37,670
|
|
|
5(K)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
268
|
|
|
5(J)
|
|
|
—
|
|
|
|
|
|
|||
Gross profit
|
|
|
1,134,498
|
|
|
505,578
|
|
|
(50,870)
|
|
|
|
|
|
—
|
|
|
|
|
|
1,589,206
|
Selling, general and administrative expenses
|
|
|
308,127
|
|
|
170,907
|
|
|
3,355
|
|
|
5(B)
|
|
|
—
|
|
|
|
|
|
483,959
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,570
|
|
|
5(J)
|
|
|
—
|
|
|
|
|
|
|
Engineering, research and development expenses
|
|
|
176,599
|
|
|
54,507
|
|
|
1,185
|
|
|
5(B)
|
|
|
—
|
|
|
|
|
|
232,535
|
|
|
|
|
|
|
|
|
|
244
|
|
|
5(J)
|
|
|
—
|
|
|
|
|
||
Amortization of intangible assets
|
|
|
48,636
|
|
|
65,408
|
|
|
94,259
|
|
|
5(C)
|
|
|
—
|
|
|
|
|
|
208,303
|
Asset impairment charges
|
|
|
—
|
|
|
24,259
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
24,259
|
Operating income (loss)
|
|
|
601,136
|
|
|
190,497
|
|
|
(151,483)
|
|
|
|
|
|
—
|
|
|
|
|
|
640,150
|
Interest expense
|
|
|
42,464
|
|
|
38,625
|
|
|
—
|
|
|
|
|
|
220,363
|
|
|
5(F)
|
|
|
281,568
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
(38,625)
|
|
|
5(G)
|
|
||
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
(3,045)
|
|
|
5(H)
|
|
||
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
21,786
|
|
|
5(I)
|
|
||
Interest income
|
|
|
(184)
|
|
|
(65)
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
(249)
|
Other expense, net
|
|
|
32,267
|
|
|
3,695
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
35,962
|
Income (loss) before income taxes
|
|
|
526,589
|
|
|
148,242
|
|
|
(151,483)
|
|
|
|
|
|
(200,479)
|
|
|
|
|
|
322,869
|
Income tax expense (benefit)
|
|
|
76,434
|
|
|
36,542
|
|
|
(34,084)
|
|
|
5(E)
|
|
|
(45,108)
|
|
|
5(E)
|
|
|
33,784
|
Net income (loss)
|
|
|
$450,155
|
|
|
$111,700
|
|
|
$(117,399)
|
|
|
|
|
|
$(155,371)
|
|
|
|
|
|
$289,085
|
Per common share data: (Note 6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic net income per common share
|
|
|
$3.31
|
|
|
$3.92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1.94
|
Diluted net income per common share
|
|
|
$3.29
|
|
|
$3.87
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$1.92
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
136,013
|
|
|
28,488
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
148,917
|
Diluted
|
|
|
136,624
|
|
|
28,871
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
150,770
|
1.
|
Basis of Pro Forma Presentation
|
(Amounts in thousands)
|
|
|
Three months ended
December 31, 2020
|
|
|
Twelve months ended
September 30, 2021
|
|
|
Three months ended
December 31, 2021
|
|
|
Twelve months ended
December 31, 2021
|
Income statement data
|
|
|
A
|
|
|
B
|
|
|
C
|
|
|
Note 2
D = B+C-A
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
$287,863
|
|
|
$1,199,831
|
|
|
$317,046
|
|
|
$1,229,014
|
Cost of sales
|
|
|
164,959
|
|
|
701,662
|
|
|
191,210
|
|
|
727,913
|
Gross profit
|
|
|
122,904
|
|
|
498,169
|
|
|
125,836
|
|
|
501,101
|
Selling, general and administrative
|
|
|
55,920
|
|
|
228,886
|
|
|
56,483
|
|
|
229,449
|
Research, development and technical
|
|
|
12,428
|
|
|
54,195
|
|
|
13,328
|
|
|
55,095
|
Asset impairment charges
|
|
|
7,347
|
|
|
230,392
|
|
|
9,435
|
|
|
232,480
|
Entegris Transaction-related expenses
|
|
|
—
|
|
|
—
|
|
|
6,050
|
|
|
6,050
|
Operating income
|
|
|
47,209
|
|
|
(15,304)
|
|
|
40,540
|
|
|
(21,973)
|
Interest expense
|
|
|
9,608
|
|
|
38,360
|
|
|
9,743
|
|
|
38,495
|
Interest income
|
|
|
(23)
|
|
|
—
|
|
|
—
|
|
|
23
|
Other (income) expense, net
|
|
|
(1,452)
|
|
|
1,130
|
|
|
152
|
|
|
2,734
|
Income (loss) before income taxes
|
|
|
39,076
|
|
|
(54,794)
|
|
|
30,645
|
|
|
(63,225)
|
Provision for income taxes
|
|
|
7,546
|
|
|
13,783
|
|
|
3,217
|
|
|
9,454
|
Net Income (loss)
|
|
|
$31,530
|
|
|
$(68,577)
|
|
|
$27,428
|
|
|
$(72,679)
|
($ in thousands)
|
|
|
Six months
ended
March 31, 2021
|
|
|
Twelve months
ended
September 30, 2021
|
|
|
Six months
ended
March 31, 2022
|
|
|
Twelve months
ended
March 31, 2022
|
Income Statement Data:
|
|
|
|
|
|
|
|
|
|
|
|
Note 2
|
|
|
|
A
|
|
|
B
|
|
|
C
|
|
|
D = B+C-A
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
$578,391
|
|
|
$ 1,199,831
|
|
|
$ 641,173
|
|
|
$ 1,262,613
|
Cost of sales
|
|
|
331,741
|
|
|
701,662
|
|
|
387,114
|
|
|
757,035
|
Gross profit
|
|
|
246,650
|
|
|
498,169
|
|
|
254,059
|
|
|
505,578
|
Selling, general and administrative
|
|
|
114,458
|
|
|
228,886
|
|
|
103,594
|
|
|
218,022
|
Research, development and technical
|
|
|
25,353
|
|
|
54,195
|
|
|
25,665
|
|
|
54,507
|
Asset impairment charges
|
|
|
215,568
|
|
|
230,392
|
|
|
9,435
|
|
|
24,259
|
Entegris Transaction-related expenses
|
|
|
—
|
|
|
—
|
|
|
18,293
|
|
|
18,293
|
Operating income
|
|
|
(108,729)
|
|
|
(15,304)
|
|
|
97,072
|
|
|
190,497
|
Interest expense
|
|
|
19,116
|
|
|
38,360
|
|
|
19,280
|
|
|
38,524
|
Interest income
|
|
|
(36)
|
|
|
—
|
|
|
—
|
|
|
36
|
Other (income) expense, net
|
|
|
(968)
|
|
|
1,130
|
|
|
1,597
|
|
|
3,695
|
(Loss) income before income taxes
|
|
|
(126,841)
|
|
|
(54,794)
|
|
|
76,195
|
|
|
148,242
|
(Benefit from) provision for income taxes
|
|
|
(8,563)
|
|
|
13,783
|
|
|
14,196
|
|
|
36,542
|
Net (loss) income
|
|
|
$(118,278)
|
|
|
$(68,577)
|
|
|
$61,999
|
|
|
$111,700
|
($ in thousands)
|
|
|
Three months
ended
April 2, 2022
|
|
|
Twelve months
ended
December 31, 2021
|
|
|
Three months
ended
April 3, 2021
|
|
|
Twelve months
ended
April 2, 2022
|
Income statement data
|
|
|
A
|
|
|
B
|
|
|
C
|
|
|
D = A+B-C
|
Net sales
|
|
|
649,646
|
|
|
2,298,893
|
|
|
512,844
|
|
|
2,435,695
|
Cost of sales
|
|
|
339,826
|
|
|
1,239,229
|
|
|
277,858
|
|
|
1,301,197
|
Gross profit
|
|
|
309,820
|
|
|
1,059,664
|
|
|
234,986
|
|
|
1,134,498
|
Selling, general and administrative expenses
|
|
|
87,108
|
|
|
292,408
|
|
|
71,389
|
|
|
308,127
|
Engineering, research and development expenses
|
|
|
46,715
|
|
|
167,632
|
|
|
37,748
|
|
|
176,599
|
Amortization of intangible assets
|
|
|
12,651
|
|
|
47,856
|
|
|
11,871
|
|
|
48,636
|
Operating income
|
|
|
163,346
|
|
|
551,768
|
|
|
113,978
|
|
|
601,136
|
Interest expense
|
|
|
12,876
|
|
|
41,240
|
|
|
11,652
|
|
|
42,464
|
Interest income
|
|
|
(12)
|
|
|
(243)
|
|
|
(71)
|
|
|
(184)
|
Other (income) expense, net
|
|
|
4,902
|
|
|
31,695
|
|
|
4,330
|
|
|
32,267
|
Income before income taxes
|
|
|
145,580
|
|
|
479,076
|
|
|
98,067
|
|
|
526,589
|
Income tax expense
|
|
|
19,875
|
|
|
69,950
|
|
|
13,391
|
|
|
76,434
|
Net income
|
|
|
125,705
|
|
|
409,126
|
|
|
84,676
|
|
|
450,155
|
2.
|
Reclassifications
|
|
|
|
CMC Before
Reclassification
|
|
|
Reclassification
|
|
|
Notes
|
|
|
CMC as
Reclassified
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$237,685
|
|
|
$—
|
|
|
|
|
|
$237,685
|
Trade accounts and notes receivable, net
|
|
|
169,345
|
|
|
—
|
|
|
|
|
|
169,345
|
Inventories, net
|
|
|
184,730
|
|
|
—
|
|
|
|
|
|
184,730
|
Deferred tax charges and refundable income taxes
|
|
|
—
|
|
|
4,250
|
|
|
(A)
|
|
|
4,250
|
Other current assets
|
|
|
35,460
|
|
|
(4,250)
|
|
|
(A)
|
|
|
31,210
|
Total current assets
|
|
|
627,220
|
|
|
—
|
|
|
|
|
|
627,220
|
Property, plant and equipment, net
|
|
|
346,344
|
|
|
|
|
|
|
|
|
346,344
|
Other assets:
|
|
|
|
|
|
—
|
|
|
|
|
|
|
Right-of-use assets
|
|
|
—
|
|
|
25,738
|
|
|
(B)
|
|
|
25,738
|
Goodwill
|
|
|
564,279
|
|
|
—
|
|
|
|
|
|
564,279
|
Intangible assets, net
|
|
|
584,657
|
|
|
—
|
|
|
|
|
|
584,657
|
Deferred tax assets and other noncurrent tax assets
|
|
|
6,256
|
|
|
—
|
|
|
|
|
|
6,256
|
Other noncurrent assets
|
|
|
71,850
|
|
|
(25,738)
|
|
|
(B)
|
|
|
46,112
|
Total assets
|
|
|
$ 2,200,606
|
|
|
$—
|
|
|
|
|
|
$ 2,200,606
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt, current maturities
|
|
|
$10,650
|
|
|
$—
|
|
|
|
|
|
$10,650
|
Accounts payable
|
|
|
55,540
|
|
|
—
|
|
|
|
|
|
55,540
|
Accrued expenses, income taxes payable and other current liabilities
|
|
|
132,738
|
|
|
(132,738)
|
|
|
(C)
|
|
|
—
|
Accrued payroll and related benefits
|
|
|
—
|
|
|
38,931
|
|
|
(C)
|
|
|
38,931
|
Other accrued liabilities
|
|
|
—
|
|
|
78,222
|
|
|
(C)
|
|
|
78,222
|
Income taxes payable
|
|
|
—
|
|
|
15,585
|
|
|
(C)
|
|
|
15,585
|
Total current liabilities
|
|
|
198,928
|
|
|
—
|
|
|
|
|
|
198,928
|
Long-term debt, excluding current maturities
|
|
|
899,153
|
|
|
—
|
|
|
|
|
|
899,153
|
Pension benefit obligations and other liabilities
|
|
|
—
|
|
|
43,246
|
|
|
(E)
|
|
|
43,246
|
Deferred tax liabilities and other noncurrent tax liabilities
|
|
|
74,016
|
|
|
21,174
|
|
|
(F)
|
|
|
95,190
|
Other long-term liabilities
|
|
|
84,428
|
|
|
(84,428)
|
|
|
(D), (E), (F)
|
|
|
—
|
Long-term lease liabilities
|
|
|
—
|
|
|
20,008
|
|
|
(D)
|
|
|
20,008
|
Common stock
|
|
|
41
|
|
|
—
|
|
|
|
|
|
41
|
Treasury stock
|
|
|
(625,055)
|
|
|
—
|
|
|
|
|
|
(625,055)
|
Additional paid-in capital
|
|
|
1,080,599
|
|
|
—
|
|
|
|
|
|
1,080,599
|
Retained earnings
|
|
|
467,515
|
|
|
—
|
|
|
|
|
|
467,515
|
Accumulated other comprehensive loss
|
|
|
20,981
|
|
|
—
|
|
|
|
|
|
20,981
|
Total equity
|
|
|
944,081
|
|
|
—
|
|
|
|
|
|
944,081
|
Total liabilities and equity
|
|
|
$ 2,200,606
|
|
|
$—
|
|
|
|
|
|
$ 2,200,606
|
(A)
|
Reclassification from “Other current assets” to “Deferred tax charges and refundable income taxes”
|
(B)
|
Reclassification from “Other noncurrent assets” to “Right-of-use assets”
|
(C)
|
Reclassification of “Accrued expenses, income taxes payable and other current liabilities” to “Accrued payroll and related
benefits,” “Other accrued liabilities,” and “Income taxes payable”
|
(D)
|
Reclassification from “Other long-term liabilities” to “Long-term lease liabilities”
|
(E)
|
Reclassification from “Other long-term liabilities” to “Pension benefit obligations and other liabilities”
|
(F)
|
Reclassification from “Other long-term liabilities” to “Deferred tax liabilities and other noncurrent tax liabilities”
|
|
|
|
CMC Before
Reclassification
|
|
|
Reclassifications
|
|
|
Notes
|
|
|
CMC as
Reclassified
|
|
|
|
Note 1
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
$ 1,229,014
|
|
|
$—
|
|
|
|
|
|
$ 1,229,014
|
Cost of sales
|
|
|
727,913
|
|
|
—
|
|
|
|
|
|
727,913
|
Gross profit
|
|
|
501,101
|
|
|
—
|
|
|
|
|
|
501,101
|
Selling, general and administrative
|
|
|
229,449
|
|
|
(60,068)
|
|
|
(A), (C)
|
|
|
169,381
|
Research, development and technical
|
|
|
55,095
|
|
|
—
|
|
|
|
|
|
55,095
|
Amortization of intangible assets
|
|
|
—
|
|
|
66,118
|
|
|
(A)
|
|
|
66,118
|
Asset impairment charges
|
|
|
232,480
|
|
|
—
|
|
|
|
|
|
232,480
|
Entegris transaction related expenses
|
|
|
6,050
|
|
|
(6,050)
|
|
|
(C)
|
|
|
—
|
Operating income
|
|
|
(21,973)
|
|
|
—
|
|
|
|
|
|
(21,973)
|
Interest expense
|
|
|
38,495
|
|
|
81
|
|
|
(B)
|
|
|
38,576
|
Interest income
|
|
|
23
|
|
|
(81)
|
|
|
(B)
|
|
|
(58)
|
Other expense, net
|
|
|
2,734
|
|
|
—
|
|
|
|
|
|
2,734
|
Loss before income taxes
|
|
|
(63,225)
|
|
|
—
|
|
|
|
|
|
(63,225)
|
Provision for income taxes
|
|
|
9,454
|
|
|
—
|
|
|
|
|
|
9,454
|
Net loss
|
|
|
$(72,679)
|
|
|
$—
|
|
|
|
|
|
$(72,679)
|
(A)
|
Reclassification from “Selling, general and administrative expenses” to “Amortization of intangible assets.”
|
(B)
|
Reclassification from “Interest expense” to “Interest income.”
|
(C)
|
Reclassification from “Entegris transaction related expenses” to “Selling, general and administrative expenses.”
|
|
|
|
CMC Before
Reclassification
|
|
|
Reclassifications
|
|
|
Notes
|
|
|
CMC as
Reclassified
|
Revenues
|
|
|
$ 324,127
|
|
|
$—
|
|
|
|
|
|
$ 324,127
|
Cost of sales
|
|
|
195,904
|
|
|
—
|
|
|
|
|
|
195,904
|
Gross profit
|
|
|
128,223
|
|
|
—
|
|
|
|
|
|
128,223
|
Selling, general and administrative
|
|
|
47,111
|
|
|
(3,612)
|
|
|
(A), (C)
|
|
|
43,499
|
Research, development and technical
|
|
|
12,337
|
|
|
—
|
|
|
|
|
|
12,337
|
Amortization of intangible assets
|
|
|
—
|
|
|
15,855
|
|
|
(A)
|
|
|
15,855
|
Asset impairment charges
|
|
|
—
|
|
|
—
|
|
|
|
|
|
—
|
Entegris transaction related expenses
|
|
|
12,243
|
|
|
(12,243)
|
|
|
(C)
|
|
|
—
|
Operating income
|
|
|
56,532
|
|
|
—
|
|
|
|
|
|
56,532
|
Interest expense
|
|
|
9,537
|
|
|
21
|
|
|
(B)
|
|
|
9,558
|
Interest income
|
|
|
—
|
|
|
(21)
|
|
|
(B)
|
|
|
(21)
|
Other expense, net
|
|
|
1,445
|
|
|
—
|
|
|
|
|
|
1,445
|
Income before income taxes
|
|
|
45,550
|
|
|
—
|
|
|
|
|
|
45,550
|
Provision for income taxes
|
|
|
10,979
|
|
|
—
|
|
|
|
|
|
10,979
|
Net Income
|
|
|
$34,571
|
|
|
$—
|
|
|
|
|
|
$34,571
|
(A)
|
Reclassification from “Selling, general and administrative expenses” to “Amortization of intangible assets”
|
(B)
|
Reclassification from “Interest expense” to “Interest income”
|
(C)
|
Reclassification from “Entegris transaction related expenses” to “Selling, general and administrative expenses”
|
|
|
|
CMC Before
Reclassification
|
|
|
Reclassifications
|
|
|
Notes
|
|
|
CMC as
Reclassified
|
|
|
|
Note 1
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
|
$ 1,262,613
|
|
|
$—
|
|
|
|
|
|
$ 1,262,613
|
Cost of sales
|
|
|
757,035
|
|
|
—
|
|
|
|
|
|
757,035
|
Gross profit
|
|
|
505,578
|
|
|
—
|
|
|
|
|
|
505,578
|
Selling, general and administrative
|
|
|
218,022
|
|
|
(47,115)
|
|
|
(A), (C)
|
|
|
170,907
|
Research, development and technical
|
|
|
54,507
|
|
|
—
|
|
|
|
|
|
54,507
|
Amortization of intangible assets
|
|
|
—
|
|
|
65,408
|
|
|
(A)
|
|
|
65,408
|
Asset impairment charges
|
|
|
24,259
|
|
|
—
|
|
|
|
|
|
24,259
|
Entegris transaction related expenses
|
|
|
18,293
|
|
|
(18,293)
|
|
|
(C)
|
|
|
—
|
Operating income
|
|
|
190,497
|
|
|
—
|
|
|
|
|
|
190,497
|
Interest expense
|
|
|
38,524
|
|
|
101
|
|
|
(B)
|
|
|
38,625
|
Interest income
|
|
|
36
|
|
|
(101)
|
|
|
(B)
|
|
|
(65)
|
Other expense, net
|
|
|
3,695
|
|
|
—
|
|
|
|
|
|
3,695
|
Income before income taxes
|
|
|
148,242
|
|
|
—
|
|
|
|
|
|
148,242
|
Provision for income taxes
|
|
|
36,542
|
|
|
—
|
|
|
|
|
|
36,542
|
Net Income
|
|
|
$111,700
|
|
|
$—
|
|
|
|
|
|
$111,700
|
(A)
|
Reclassification from “Selling, general and administrative expenses” to “Amortization of intangible assets”
|
(B)
|
Reclassification from “Interest expense” to “Interest income”
|
(C)
|
Reclassification from “Entegris transaction related expenses” to “Selling, general and administrative expenses”
|
3.
|
Preliminary Consideration
|
(Amounts in thousands, except per share data)
|
|
|
|
CMC pro forma diluted shares outstanding as of March 31, 2022
|
|
|
28,638
|
Cash consideration per share
|
|
|
$133.00
|
Cash consideration (value)
|
|
|
$ 3,808,854
|
CMC pro forma diluted shares outstanding as of March 31, 2022
|
|
|
28,638
|
Entegris exchange ratio
|
|
|
0.4506
|
Entegris common shares issued in exchange
|
|
|
12,904
|
Entegris closing share price as of May 27, 2022
|
|
|
$112.86
|
Estimated stock consideration to be transferred
|
|
|
$1,456,345
|
Fair value of Entegris options issued in exchange for CMC options
|
|
|
$56,579
|
Fair value of Entegris RSU's issued in exchange for CMC PSU's
|
|
|
$4,924
|
Estimate of equity consideration expected to be transferred
|
|
|
$1,517,848
|
Estimate of cash and stock consideration expected to be transferred to CMC stockholders
|
|
|
$5,326,702
|
4.
|
Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
|
March 31, 2022
(Amounts in thousands)
|
|
|
Preliminary Fair
Value
|
|
|
Estimated
Weighted Average
Useful Life (in years)
|
Property, Plant and Equipment
|
|
|
$ 441,294
|
|
|
8
|
Construction in progress
|
|
|
44,823
|
|
|
15
|
Total fair value of CMC's property, plant and equipment, net
|
|
|
$486,117
|
|
|
|
Less: CMC's historical property, plant and equipment, net
|
|
|
346,344
|
|
|
|
Pro forma adjustment
|
|
|
$ 139,773
|
|
|
|
March 31, 2022
(Amounts in thousands)
|
|
|
Preliminary Fair
Value
|
|
|
Estimated
Weighted Average
Useful Life (in years)
|
Customer relationships
|
|
|
$ 1,860,000
|
|
|
20
|
Developed Technology
|
|
|
510,000
|
|
|
10
|
Trademark / Trade Name
|
|
|
235,000
|
|
|
15
|
Total fair value of CMC's intangible assets (other than Goodwill)
|
|
|
$ 2,605,000
|
|
|
|
Less: CMC historical other intangible assets
|
|
|
584,657
|
|
|
|
Pro forma adjustment
|
|
|
$ 2,020,343
|
|
|
|
April 2, 2022
(Amounts in thousands)
|
|
|
Adjustments to
Historical Equity
|
|
|
New Equity
Structure
|
|
|
Other Items
|
|
|
Transaction
Accounting
Adjustments
|
Common stock
|
|
|
$(41)
|
|
|
$129
|
|
|
$—
|
|
|
$88
|
Treasury stock
|
|
|
625,055
|
|
|
—
|
|
|
—
|
|
|
625,055
|
Additional paid-in capital
|
|
|
(1,080,599)
|
|
|
1,501,719
|
|
|
—
|
|
|
421,120
|
Retained earnings
|
|
|
(467,515)
|
|
|
—
|
|
|
(39,270)
|
|
|
(506,785)
|
Accumulated other comprehensive loss
|
|
|
(20,981)
|
|
|
—
|
|
|
—
|
|
|
(20,981)
|
Total equity
|
|
|
$(944,081)
|
|
|
$1,501,848
|
|
|
$(39,270)
|
|
|
$518,497
|
(Amounts in thousands)
|
|
|
|
Entegris transaction costs, net of amounts previously accrued
|
|
|
$(47,363)
|
Estimated tax benefit of Entegris transaction costs, net of amounts previously accrued
|
|
|
8,093
|
Entegris transaction costs treated as reduction to retained earnings
|
|
|
$(39,270)
|
(In thousands)
|
|
|
April 2, 2022
|
Cash settlement of interest rate swap asset related to CMC's debt
|
|
|
$42,903
|
Repayment of CMC's long term debt, current maturities
|
|
|
(13,526)
|
Repayment of CMC's long-term debt, excluding current maturities
|
|
|
(906,862)
|
Parital extinguishment of Entegris debt
|
|
|
(145,000)
|
Cash settlement of CMC's terminated swap
|
|
|
(27,684)
|
Cash payment of new debt issuance costs
|
|
|
(88,000)
|
Cash payment for rating agency fees
|
|
|
(9,000)
|
Cash payment of original issue discount
|
|
|
(32,582)
|
Cash outflow for pay down for extinguishment of Entegris and CMC debt and refinancing
|
|
|
$(1,179,751)
|
5.
|
Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations
|
(Amounts in thousands)
|
|
|
For the year ended
December 31, 2021
|
Interest expense on notes offered hereby (6.000%)
|
|
|
$53,700
|
Interest expense on New Senior Secured Notes (4.750%)
|
|
|
76,000
|
Interest expense on Unsecured 364-Day Bridge Facility (5.750%)
|
|
|
15,813
|
Interest expense on New Term Facility (3.000%)
|
|
|
74,850
|
Total adjustment
|
|
|
$220,363
|
(Amounts in thousands)
|
|
|
For the three months ended
April 2, 2022
|
Interest expense on notes offered hereby (6.000%)
|
|
|
$13,425
|
Interest expense on New Senior Secured Notes (4.750%)
|
|
|
19,000
|
Interest expense on Unsecured 364-Day Bridge Facility (5.750%)
|
|
|
3,953
|
Interest expense on New Term Facility (3.000%)
|
|
|
18,713
|
Total adjustment
|
|
|
$55,091
|
(Amounts in thousands)
|
|
|
For the twelve months ended
April 2, 2022
|
Interest expense on notes offered hereby (6.000%)
|
|
|
$53,700
|
Interest expense on New Senior Secured Notes (4.750%)
|
|
|
76,000
|
Interest expense on Unsecured 364-Day Bridge Facility (5.750%)
|
|
|
15,813
|
Interest expense on New Term Facility (3.000%)
|
|
|
74,850
|
Total adjustment
|
|
|
$220,363
|
6.
|
Entegris Earnings Per Share Information
|
(Amounts in thousands, except per share data)
|
|
|
Year Ended
December 31, 2021
|
|
|
Three Months Ended
April 2, 2022
|
|
|
Twelve Months Ended
April 2, 2022
|
Pro forma net income attributable to Entegris common stock
|
|
|
$(4,909)
|
|
|
$98,920
|
|
|
$289,085
|
Basic weighted average Entegris shares outstanding
|
|
|
135,411
|
|
|
135,670
|
|
|
136,013
|
CMC shares converted to Entegris shares(1)
|
|
|
12,904
|
|
|
12,904
|
|
|
12,904
|
Pro forma basic weighted average shares outstanding
|
|
|
148,315
|
|
|
148,574
|
|
|
148,917
|
Dilutive effect of securities:
|
|
|
|
|
|
|
|
|
|
Weighted common shares assumed upon exercise of Entegris options and vesting of Entegris restricted stock units
|
|
|
1,163
|
|
|
882
|
|
|
611
|
Entegris options issued in consideration for CMC options(2)
|
|
|
1,101
|
|
|
1,101
|
|
|
1,101
|
Entegris RSU’s issued in exchange for CMC PSU’s(3)
|
|
|
141
|
|
|
141
|
|
|
141
|
Pro forma diluted weighted average shares outstanding
|
|
|
150,720
|
|
|
150,698
|
|
|
150,770
|
Pro forma basic earnings per share
|
|
|
$(0.03)
|
|
|
$0.67
|
|
|
$1.94
|
Pro forma diluted earnings per share
|
|
|
$(0.03)
|
|
|
$0.66
|
|
|
$1.92
|
(1)
|
Represents the estimated number of shares of Entegris common stock to be issued to CMC stockholders based on the number of shares of
CMC common stock outstanding as of March 31, 2022 (28,638 CMC pro forma shares outstanding – see Footnote 3) and after giving effect to the exchange ratio of 0.4506 as determined in the merger agreement. This amount is inclusive of 13 shares
of prior CMC equity based awards that were fully vested and converted to merger consideration.
|
(2)
|
Represents the total vested and unvested CMC options as of March 31, 2022 which are being converted to Entegris options.
|
(3)
|
Represents the total CMC PSU's as of March 31, 2022 which are being converted to Entegris RSU’s.
|