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ENTEGRIS INC

For the period ended Jun 29, 2024. Filed Jul 31, 2024.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 29, 2024 · Filed Jul 31, 2024

ENTG$127.98+2.6%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2024-03-30; filed 2024-05-01.

0001101302-24-000040

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2024-06-29; filed 2024-07-31.

0001101302-24-000053

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 120 previous paragraphs and 141 current paragraphs.

60 unchanged; 54 reworded; 19 added; 5 removed; 1 previous and 8 current paragraphs rearranged.

Tables are not compared: 13 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (19)

Current report

On June 26, 2024, the Company and the U.S. Department of Commerce announced entry into a non-binding Preliminary Memorandum of Terms, which provides for up to $75 million in proposed direct funding to the Company under the CHIPS and Science Act. This funding would support the development of a facility in Colorado Springs, Colorado, which will support the Company’s AMH and MC divisions.

Current report

As described in the table above, the decrease in net sales was primarily attributable to (i) the absence of sales totaling $135.2 million associated with divested businesses and (ii) a reduction of $9.8 million of sales attributable to unfavorable foreign currency translations, primarily related to the weakening of the Japanese yen relative to the U.S. dollar compared to the quarter ended July 1, 2023. These sales declines were partially offset by $56.6 million of sales due to increased semiconductor market demand.

Current report

SG&A expenses were $228.5 million in the six months ended June 29, 2024, compared to $315.5 million in the year-ago period. The factors underlying the change in SG&A expenses are presented in the following table:

Current report

ER&D expenses were at $153.8 million in the six months ended June 29, 2024 compared to $142.9 million in the year-ago period. The factors underlying ER&D expenses are presented in the following table:

Current report

Amortization of intangible assets was $97.7 million in the six months ended June 29, 2024, compared to $112.3 million for the six months ended July 1, 2023. The decrease primarily reflects the absence of amortization for certain identifiable intangible assets acquired in previous acquisitions that became fully amortized and the intangibles disposed of as part of the EC disposition.

Current report

Gain on termination of alliance agreement On June 5, 2023, the Company announced the termination of an alliance agreement between the Company and MacDermid Enthone. The Company recognized a pre-tax gain, net of $154.8 million in the three and six months ended July 1, 2023.

Current report

Other expense, net Other expense, net was $3.0 million in the three months ended June 29, 2024 and consisted mainly of foreign currency transaction losses of $2.7 million and a loss of extinguishment of debt of $0.8 million associated with debt prepayments on the senior secured term loan facility. Other expense, net was $7.7 million in the three months ended July 1, 2023 and consisted mainly of a loss of extinguishment of debt of $4.5 million associated with the repayments on the Company’s bridge credit facility and senior secured term loan facility and foreign currency transaction losses of $3.9 million.

Current report

In the six months ended June 29, 2024, the Company recorded netincome of$113.0 million, or $0.74 per diluted share, compared to net income of $109.5 million, or $0.73 per diluted share, in the six months ended July 1, 2023.

Current report

Adjusted EBITDA decreased 9.4% to $449.7 million in the six months ended June 29, 2024, compared to $496.2 million in the three months ended July 1, 2023. In the six months ended June 29, 2024, Adjusted EBITDA, as a percentage of net sales, increased to 28.4% from 27.2% in the year-ago period.

Current report

Adjusted Operating Income decreased 12.0% to $357.0 million in the six months ended June 29, 2024, compared to $405.7 million in the six months ended July 1, 2023. Adjusted Operating Income, as a percentage of net sales, increased to 22.5% from 22.2% in the year-ago period.

Current report

Non-GAAP EPS increased 7.6% to $0.71 in the three months ended June 29, 2024, compared to $0.66 in the three months ended July 1, 2023. Non-GAAP EPS increased 6.1% to $1.39 in the six months ended June 29, 2024, compared to $1.31 in the six months ended July 1, 2023.

Current report

For the second quarter of 2024, MC net sales increased to $293.8 million, up 4% compared to $283.6 million in the comparable period last year. The sales increase was mainly due to increased sales primarily from gas purification products. MC reported a segment profit of $93.7 million in the second quarter of 2024, down 7% from $100.7 million in the year-ago period. The segment profit decrease was primarily due to higher ER&D costs and increased costs associated with the ramp up of our new facility in Taiwan.

Current report

For the six months ended June 29, 2024, MC net sales increased to $561.6 million, up 2% compared to $552.9 million in the comparable period last year. The sales increase was mainly due to increased sales primarily from gas purification products. MC reported a segment profit of $180.3 million in the six months ended June 29, 2024, down 8% from $196.7 million in the year-ago period. The segment profit decrease was primarily due to higher ER&D costs and increased costs associated with the ramp up of our new facility in Taiwan.

Current report

For the second quarter of 2024, AMH net sales decreased to $188.2 million, down 1% compared to $190.4 million in the comparable period last year. The sales decrease was due to lower sales of our fluid handling products, partially offset by higher sales of our microenvironment solution products. AMH reported a segment profit of $29.0 million in the second quarter of 2024, down 19% from $35.8 million in the year-ago period. The segment profit decrease was primarily due to increased costs associated with the ramp up of our new facility in Taiwan and unfavorable product mix.

Current report

8 Loss (gain) from the sale of certain businesses and held-for-sale assets, net.

Current report

9 Gain on termination of the alliance agreement with MacDermid Enthone.

Current report

9 Loss (gain) from the sale of certain businesses and held-for-sale assets, net.

Current report

10 Gain on termination of the alliance agreement with MacDermid Enthone.
Removed paragraphs (5)

Previous report

Non-GAAP EPS increased 4.6% to $0.68 in the three months ended March 30, 2024, compared to $0.65 in the three months ended April 1, 2023.

Previous report

For the first quarter of 2024, MC net sales decreased to $267.9 million, down 1% compared to $269.3 million in the comparable period last year. The sales decrease was mainly due to decreased sales from gas microcontamination products. MC reported a segment profit of $86.6 million in the first quarter of 2024, down 10% from $96.0 million in the year-ago period. The segment profit decrease was primarily due to lower factory utilization and increased costs associated with the ramp up of our new facility in Taiwan.
Reworded paragraphs (54)

Previous wording

•Materials Solutions (“MS”): MS provides materials-based solutions, such as chemical mechanical planarization (“CMP”) slurries and pads, deposition materials, process chemistries and gases, formulated cleans, etchants and other specialty materials that enable our customers to achieve better device performance and faster time to yield, while providing for lower total cost of ownership.

Current wording

•Materials Solutions: MS provides materials-based solutions, such as chemical mechanical planarization (“CMP”) slurries and pads, deposition materials, process chemistries and gases, formulated cleans, etchants and other specialty materials that enable our customers to achieve better device performance and faster time to yield, while providing for lower total cost of ownership.

Previous wording

•Microcontamination Control (“MC”): MC offers advanced solutions that improve customers’ yield, device reliability and cost by filtering and purifying critical liquid chemistries and gases used in semiconductor manufacturing processes and other high-technology industries.

Current wording

•Microcontamination Control: MC offers advanced solutions that improve customers’ yield, device reliability and cost by filtering and purifying critical liquid chemistries and gases used in semiconductor manufacturing processes and other high-technology industries.

Previous wording

•Advanced Materials Handling (“AMH”): AMH develops solutions that improve customers’ yields by protecting critical materials during manufacturing, transportation, and storage, including products that monitor, protect, transport and deliver critical liquid chemistries, wafers, and other substrates for a broad set of applications in the semiconductor, life sciences and other high-technology industries.

Current wording

•Advanced Materials Handling: AMH develops solutions that improve customers’ yields by protecting critical materials during manufacturing, transportation, and storage, including products that monitor, protect, transport and deliver critical liquid chemistries, wafers, and other substrates for a broad set of applications in the semiconductor, life sciences and other high-technology industries.

Previous wording

On March 1, 2024, the Company completed the sale of its Pipeline and Industrial Materials (“PIM”) business. The Company received cash proceeds of $263.2 million, or net proceeds of $256.8 million. See Note 4 to our condensed consolidated financial statements for further discussion.

Current wording

On March 1, 2024, the Company completed the sale of its PIM business. The Company received cash proceeds of $263.2 million, or net proceeds of $256.2 million. See Note 4 to our condensed consolidated financial statements for further discussion.

Previous wording

On March 28, 2024, the Company and certain of its subsidiaries entered into Amendment No. 3 (the “Third Amendment”), with the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, which amended the Credit and Guaranty Agreement, dated as of November 6, 2018 (as amended and restated as of July 6, 2022 and as subsequently amended on each of March 10, 2023 and September 11, 2023, the “Existing Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company party thereto, as guarantors, the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent.

Current wording

Guaranty Agreement, dated as of November 6, 2018 (as amended and restated as of July 6, 2022 and as subsequently amended on each of March 10, 2023 and September 11, 2023, the “Existing Credit Agreement”), by and among the Company, as borrower, certain subsidiaries of the Company party thereto, as guarantors, the lenders party thereto, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent.

Previous wording

The Third Amendment provides for, among other things, the refinancing of the Company’s outstanding term B loans under the senior secured term loan facility due 2029 (the “Term Loan Facility”) in an aggregate principal amount of $955.0 million with a new tranche of term loans B in an aggregate principal amount of $955.0 million. The amended loans will bear interest at a rate per annum equal to, at the Company’s option, either (i) the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin of 1.75% which is a reduction from the applicable margin of 2.50% prior to the amendment or (ii) a base rate plus an applicable margin of 0.75% which is a reduction from the applicable margin of 1.50% prior to the amendment. In connection with the Third Amendment, the Company made a payment of $354.5 million of term loans B. See Note 7 to our condensed consolidated financial statements for further discussion.

Current wording

The Third Amendment provides for, among other things, the refinancing of the Company’s outstanding term loans B under the senior secured term loan facility due 2029 (the “Term Loan Facility”) in an aggregate principal amount of $955.0 million with a new tranche of term loans B in an aggregate principal amount of $955.0 million. The amended loans will bear interest at a rate per annum equal to, at the Company’s option, either (i) the Secured Overnight Financing Rate (“SOFR”) plus an applicable margin of 1.75%, which is a reduction from the applicable margin of 2.50% prior to the amendment, or (ii) a base rate plus an applicable margin of 0.75%, which is a reduction from the applicable margin of 1.50% prior to the amendment. In connection with the Third Amendment, the Company made a prepayment of $354.5 million of term loans B. See Note 7 to our condensed consolidated financial statements for further discussion.

Previous wording

The critical accounting policies affected most significantly by estimates, assumptions and judgments used in the preparation of the Company’s condensed consolidated financial statements are described in Item 7 of our Annual Report for the year ended December 31, 2023, filed with the Securities and Exchange Commission on February 15, 2024. On an ongoing basis, the Company evaluates the critical accounting policies used to prepare its condensed consolidated financial statements, including, but not limited to, those related to business acquisitions. There have been no material changes in these critical accounting policies and estimates.

Current wording

The critical accounting policies affected most significantly by estimates, assumptions and judgments used in the preparation of the Company’s condensed consolidated financial statements are described in Item 7 of our Annual Report for the year ended December 31, 2023, filed with the SEC on February 15, 2024. On an ongoing basis, the Company evaluates the critical accounting policies used to prepare its condensed consolidated financial statements, including, but not limited to, those related to business acquisitions. There have been no material changes in these critical accounting policies and estimates.

Previous wording

Three Months Ended March 30, 2024 Compared to Three Months Ended April 1, 2023

Current wording

Three and Six Months Ended June 29, 2024 Compared to Three and Six Months Ended July 1, 2023

Previous wording

The following table compares operating results for the three months ended March 30, 2024 and April 1, 2023, both in dollars and as a percentage of net sales, for each caption.

Current wording

The following table compares operating results for the three and six months ended June 29, 2024 and July 1, 2023, both in dollars and as a percentage of net sales, for each caption.

Previous wording

Net sales For the three months ended March 30, 2024, net sales decreased by 16% to $771.0 million, compared to $922.4 million for the three months ended April 1, 2023. An analysis of the factors underlying the decrease in net sales is presented in the following table:

Current wording

Net sales For the three months ended June 29, 2024, net sales decreased by 9.8% to $812.7 million, compared to $901.0 million for the three months ended July 1, 2023. An analysis of the factors underlying the decrease in net sales is presented in the following table:

Previous wording

The decreases in sales to customers for North America and Europe primarily relate to the absence of sales from divestitures and lower sales demand for products from each of our segments. The increase in sales to customers for Taiwan primarily relates to increased demand of our MC products. The increase in sales to customers for China primarily relates to increased demand of our MC and MS products. The decrease in sales to customers in South Korea primarily relates to decreased demand of our AMH and MS products. The decrease in sales to customers for Japan primarily relates decreased demand of our MC products. The decrease in sales to customers in Southeast Asia primarily relates to the absence of sales from divestitures.

Current wording

The decreases in sales to customers in North America primarily relate to the absence of sales from divested businesses. The increase in sales to customers in Taiwan primarily relates to increased demand of our MC products. The increase in sales to customers in China primarily relates to increased demand for products from each of our segments. The decrease in sales to customers in South Korea primarily relates to decreased demand of our AMH and MS products. The decrease in sales to customers in Japan primarily relates to decreased demand of our MC products. The decreases in sales to customers in Europe primarily relate to the absence of sales from divested businesses and lower sales demand for products of our AMH products. The decrease in sales to customers in Southeast Asia primarily relates to the absence of sales from divested businesses.

Previous wording

Included in the sales decrease were the effects of decreased demand from customers in the semiconductor market resulting in a decrease of $23.1 million, the absence of sales totaling $119.9 million associated with divested businesses and unfavorable foreign currency translation effects of $8.3 million, mainly due to the significant weakening of the Japanese yen relative to the U.S. dollar compared to the quarter ended April 1, 2023.

Current wording

As described in the table above, the decrease in net sales was primarily attributable to (i) the absence of sales totaling $255.1 million associated with divested businesses and (ii) a reduction of $18.1 million of sales attributable to unfavorable foreign currency translation effects, primarily due to the weakening of the Japanese yen relative to the U.S. dollar compared to the six-month period ended July 1, 2023. These sales were partially offset by $33.5 million of sales due to increased semiconductor market demand.

Previous wording

Gross margin The following table sets forth gross margin as a percentage of net revenues:

Current wording

Gross margin The following table sets forth gross margin (gross profit as a percentage of net revenues):

Previous wording

Gross margin increased by 2.1 percentage points for the three months ended March 30, 2024, compared to the same period in the prior year. Gross margin increased primarily due to positive impact of the divestitures, partially offset by the lower volumes and by the timing of the ramp of our facility in Taiwan.

Current wording

Gross margin increased by 3.6 percentage points for the three months ended June 29, 2024, compared to the same period in the prior year. Gross margin increased primarily due to positive impact of the divested businesses and improved plant utilization.

Previous wording

Selling, general and administrative expenses Selling, general and administrative (“SG&A”) expenses were $112.2 million in the three months ended March 30, 2024, compared to $169.9 million in the year-ago period. The factors underlying the change in SG&A expenses are presented in the following table:

Current wording

Selling, general and administrative expenses Selling, general and administrative (“SG&A”) expenses were $116.3 million in the three months ended June 29, 2024, compared to $145.6 million in the year-ago period. The factors underlying the change in SG&A expenses are presented in the following table:

Previous wording

Engineering, research and development expenses The Company’s engineering, research and development (“ER&D”) efforts focus on the support or extension of current product lines and the development of new products and manufacturing technologies. ER&D expenses were flat at $71.9 million in the three months ended March 30, 2024 compared to $71.9 million in the year-ago period. The factors underlying ER&D expenses are presented in the following table:

Current wording

Engineering, research and development expenses The Company’s engineering, research and development (“ER&D”) efforts focus on the support or extension of current product lines and the development of new products and manufacturing technologies. ER&D expenses were $81.9 million in the three months ended June 29, 2024 compared to $71.0 million in the year-ago period. The factors underlying ER&D expenses are presented in the following table:

Previous wording

Amortization expenses Amortization of intangible assets was $50.2 million in the three months ended March 30, 2024, compared to $57.6 million for the three months ended April 1, 2023. The decrease primarily reflects lower amortization due to the intangibles disposed of as part of the Electronic Chemicals (“EC”) disposition.

Current wording

Amortization expenses Amortization of intangible assets was $47.5 million in the three months ended June 29, 2024, compared to $54.7 million for the three months ended July 1, 2023. The decrease primarily reflects the absence of amortization for certain identifiable intangible assets acquired in previous acquisitions that became fully amortized and the intangibles disposed of as part of the Electronic Chemicals (“EC”) disposition.

Previous wording

Goodwill impairment The Company recorded a goodwill impairment charge of $88.9 million in the three months ended April 1, 2023. See Note 3 to our condensed consolidated financial statements for further discussion.

Current wording

Goodwill impairment The Company recorded a goodwill impairment charge of none and $88.9 million in the three and six months ended July 1, 2023, respectively. See Note 3 to our condensed consolidated financial statements for further discussion.

Previous wording

Interest expense Interest expense includes interest associated with debt outstanding and the amortization of debt issuance costs associated with such borrowings. Interest expense was $57.4 million in the three months ended March 30, 2024, compared to $86.1 million in the three months ended April 1, 2023. The decrease primarily reflects lower interest expense related to lower average debt balances for the period due to repayments on the Company’s outstanding debt.

Current wording

Interest expense Interest expense includes interest associated with debt outstanding and the amortization of debt issuance costs and original issuance discounts associated with such borrowings. Interest expense was $53.7 million in the three months ended June 29, 2024, compared to $80.9 million in the three months ended July 1, 2023. The decrease primarily reflects lower interest expense related to lower average debt balances for the period due to repayments on the Company’s outstanding debt.

Previous wording

Other expense (income), net Other expense, net was $14.3 million in the three months ended March 30, 2024 and consisted mainly of a loss of extinguishment and modification of debt of $11.6 million associated with debt prepayments and the Third Amendment to the Company’s Existing Credit Agreement (see Note 7 to the Company’s condensed consolidated financial statements) and foreign currency transaction losses of $1.6 million.

Current wording

Other expense, net was $17.3 million in the six months ended June 29, 2024 and consisted mainly of a loss of extinguishment and modification of debt of $12.3 million associated with debt prepayments and the Third Amendment (see Note 7 to the Company’s condensed consolidated financial statements) and foreign currency transaction losses of $4.3 million. Other expense, net was $3.1 million in the six months ended July 1, 2023 and consisted mainly of loss of extinguishment and modification of debt of $8.4 million associated with the repayments on the Company’s bridge credit facility and senior secured term loan facility and the amendment of the Company’s Existing Credit Agreement and foreign currency transaction losses of

Previous wording

Other income, net was $4.7 million in the three months ended April 1, 2023 and consisted mainly of net proceeds received of $10.9 million resulting from the termination of the definitive agreement with Infineum USA L.P. (“Infineum”), partially offset by a loss of extinguishment and modification of debt of $3.9 million associated with the First Amendment of the Company’s Credit Agreement and foreign currency transaction losses of $2.4 million.

Current wording

$6.3 million, partially offset by net proceeds received of $10.9 million resulting from the termination of the definitive agreement with Infineum.

Previous wording

Income tax expense Income tax expense was $3.5 million in the three months ended March 30, 2024, respectively, compared to income tax expense of $21.5 million in the three months ended April 1, 2023, respectively. The Company’s effective income tax rate was 7.1% for the three months ended March 30, 2024, compared to (32.2)% for the three months ended April 1, 2023.

Current wording

Income tax expense Income tax expense was $6.7 million and $10.1 million in the three and six months ended June 29, 2024, respectively, compared to income tax (benefit) expense of $(16.5) million and $5.0 million in the three and six months ended July 1, 2023, respectively. The Company’s effective income tax rate was 9.0% and 8.2% for the three and six months ended June 29, 2024, respectively, compared to (9.1)% and 4.3% for the three and six months ended July 1, 2023, respectively.

Previous wording

The changes in the effective tax rate for the three months ended March 30, 2024 compared to the prior year primarily relates to discrete divestiture activity recorded during the quarter ended April 1, 2023 and the integration of the CMC acquisition. The year-to-date income tax expense in 2024 and 2023 includes a discrete benefit of $2.6 million and discrete expense of $0.1 million, respectively, recorded in connection with share-based compensation.

Current wording

The changes in the effective tax rate for the three and six months ended June 29, 2024 compared to the prior year primarily relate to discrete divestiture activity recorded during the quarter ended July 1, 2023 and the integration of the CMC Materials acquisition. The year-to-date income tax expense in 2024 and 2023 includes a discrete benefit of $3.1 million and discrete expense of $0.3 million, respectively, recorded in connection with share-based compensation.

Previous wording

Net income (loss)Due to the factors noted above, the Company recorded net income of $45.3 million, or $0.30 per diluted share, in the three months ended March 30, 2024, compared to net loss of $88.2 million, or $0.59 per diluted share, in the three months ended April 1, 2023.

Current wording

Net income Due to the factors noted above, the Company recorded net income of $67.7 million, or $0.45 per diluted share, in the three months ended June 29, 2024, compared to net income of $197.6 million, or $1.31 per diluted share, in the three months ended July 1, 2023.

Previous wording

Adjusted EBITDA decreased 11.2% to $223.4 million in the three months ended March 30, 2024, compared to $251.5 million in the three months ended April 1, 2023. In the three months ended March 30, 2024, Adjusted EBITDA, as a percentage of net sales, increased to 29.0% from 27.3% in the year-ago period.

Current wording

Adjusted EBITDA decreased 7.5% to $226.3 million in the three months ended June 29, 2024, compared to $244.6 million in the three months ended July 1, 2023. In the three months ended June 29, 2024, Adjusted EBITDA, as a percentage of net sales, increased to 27.8% from 27.2% in the year-ago period.

Previous wording

Adjusted Operating Income decreased 13.0% to $178.1 million in the three months ended March 30, 2024, compared to $204.8 million in the three months ended April 1, 2023. Adjusted Operating Income, as a percentage of net sales, increased to 23.1% from 22.2% in the year-ago period.

Current wording

Adjusted Operating Income decreased 11.0% to $178.9 million in the three months ended June 29, 2024, compared to $200.9 million in the three months ended July 1, 2023. Adjusted Operating Income, as a percentage of net sales, decreased to 22.0% from 22.3% in the year-ago period.

Previous wording

The decreases in Adjusted EBITDA and Adjusted Operating Income for the three months ended March 30, 2024 compared to the year-ago period is generally attributable to the decreases in sales. The increase in Non-GAAP EPS is primarily attributable to lower interest and selling, general and administrative expenses, partially offset by decrease in sales.

Current wording

The decrease in Adjusted EBITDA and Adjusted Operating Income for the three months ended June 29, 2024 compared to the year-ago period is generally attributable to the decreases in sales and higher operating expenses. The decrease in Adjusted EBITDA and Adjusted Operating Income for the six months ended June 29, 2024 compared to the year-ago period is generally attributable to the decreases in sales and higher ER&D expenses, partially offset by lower SG&A expenses. The increase in Non-GAAP EPS for the three months ended June 29, 2024 compared to the year-ago period is primarily attributable to lower interest expense, partially offset by decrease in sales and higher operating expenses. The increase in Non-GAAP EPS for the six months ended June 29, 2024 compared to the year-ago period is primarily attributable to lower interest expense and SG&A expenses, partially offset by a decrease in sales and higher ER&D expenses.

Previous wording

The following table presents selected net sales and segment profit data for the Company’s three reportable segments, along with unallocated general and administrative expenses, for the three months ended March 30, 2024 and April 1, 2023.

Current wording

The following table presents selected net sales and segment profit data for the Company’s three reportable segments, along with unallocated general and administrative expenses, for the three and six months ended June 29, 2024 and July 1, 2023.

Previous wording

For the first quarter of 2024, MS net sales decreased to $350.0 million, down 22% compared to $448.3 million in the comparable period last year. The sales decrease was driven primarily by the absence of $119.9 million sales associated with the recent divestitures included in the prior year sales. MS reported a segment profit of $67.1 million in the first quarter of 2024, up 327% from $29.5 million segment loss in the year-ago period. The segment profit increase was primarily associated with the absence of a goodwill impairment charge of $88.9 million related to the EC reporting unit in the year-ago period, the absence of

Current wording

For the second quarter of 2024, MS net sales decreased to $342.3 million, down 22% compared to $440.6 million in the comparable period last year. The sales decrease was driven primarily by the absence of $135.2 million in sales associated with divested businesses included in the prior year sales, partially offset by increased sales from CMP slurries and pads products. MS reported a segment profit of $70.3 million in the second quarter of 2024, down 67% from $215.7 million segment profit in the year-ago period. The segment profit decrease was primarily associated with the absence of a $154.8 million gain resulting from the termination of the alliance agreement with MacDermid Enthone, partially offset by the absence of $14.9 million loss on sale of business and held-for-sale assets in the year-ago period, partially offset by improved plant performance and volume leverage.

Previous wording

$13.6 million loss on sale of QED business in the year-ago period, and $4.8 million gain associated with sale of the PIM business, partially offset by a $13.0 million long-lived asset impairment charge.

Current wording

For the six months ended June 29, 2024, MS net sales decreased to $692.4 million, down 22% compared to $889.0 million in the comparable period last year. The sales decrease was driven primarily by the absence of $255.1 million in sales associated with divested businesses included in the prior year sales, partially offset by increased sales from CMP slurries and pads products. MS reported a segment profit of $137.4 million for the six months ended June 29, 2024, a decrease of 26.2% from $186.2 million segment profit in the year-ago period. The segment profit decrease was primarily associated with the absence of a $154.8 million gain resulting from the termination of the alliance agreement with MacDermid Enthone in the year-ago period and a $13.0 million long-lived asset impairment charge in the first quarter of 2024, partially offset with the absence of a goodwill impairment charge of $88.9 million related to the EC reporting unit in the year-ago period, the absence of $28.6 million loss on sale of business and held-for-sale in the year-ago period, and $4.3 million gain associated with sale of the PIM business, partially offset by improved plant performance and volume leverage.

Previous wording

For the first quarter of 2024, AMH net sales decreased to $162.9 million, down 26% compared to $218.9 million in the comparable period last year. The sales decrease was due to lower sales of our microenvironment solution and fluid handling products related to semiconductor market declines. AMH reported a segment profit of $24.6 million in the first quarter of 2024, down 49% from $48.2 million in the year-ago period. The segment profit decrease was primarily due to lower sales volume.

Current wording

For the six months ended June 29, 2024, AMH net sales decreased to $351.1 million, down 14% compared to $409.2 million in the comparable period last year. The sales decrease was due to lower sales across most product lines related to semiconductor market declines. AMH reported a segment profit of $53.6 million in the six months ended June 29, 2024, down 36% from $84.0 million in the year-ago period. The segment profit decrease was primarily due to lower sales volume and increased costs associated with the ramp up of our new facility in Taiwan.

Previous wording

Unallocated general and administrative expenses totaled $10.5 million in the first quarter of 2024, compared to $43.6 million in the comparable period last year. The $33.1 million decrease is primarily due to a $17.8 million decrease in integration, deal and transaction costs related to the acquisition of CMC Materials and a $14.3 million decrease in share-based compensation expense, primarily due to the timing of the annual equity award grant.

Current wording

Unallocated general and administrative expenses totaled $25.9 million in the six months ended June 29, 2024, compared to $73.5 million in the comparable period last year. The $47.7 million decrease is primarily due to a $35.5 million decrease in integration, deal and transaction costs related to the acquisition of CMC Materials and a $9.4 million decrease in share-based compensation expense, primarily due to the timing of the annual equity award grant.

Previous wording

Based on our analysis, we believe our existing balances of domestic cash and cash equivalents and our currently anticipated operating cash flows will be sufficient to meet our cash needs arising in the ordinary course of business for the next twelve months.

Current wording

Based on our analysis, we believe our existing balances of domestic cash and cash equivalents and our currently anticipated operating cash flows will be sufficient to meet our cash needs arising in the ordinary course of business for the next twelve months and for the longer term.

Previous wording

We may seek to take advantage of opportunities to raise additional capital through additional debt financing or through public or private sales of securities. If in the future our available liquidity is not sufficient to meet the Company’s operating and debt service obligations as they come due, management would need to pursue alternative arrangements through additional equity or debt financing in order to meet the Company’s cash requirements. There can be no assurance that any such financing would be available on commercially acceptable terms, or at all. To date, in fiscal year 2024, we have not experienced difficulty accessing capital and credit markets, but future volatility in the capital and credit markets may increase costs associated with issuing debt instruments or affect our ability to access those markets. In addition, it is possible that our ability to access the capital and credit markets could be limited at a time when we would like, or need, to do so, which could have an adverse impact on our ability to refinance maturing debt and/or react to changing economic and business conditions.

Current wording

We may seek to take advantage of opportunities to raise additional capital through debt financing or through public or private sales of securities. If in the future our available liquidity is not sufficient to meet the Company’s operating and debt service obligations as they come due, management would need to pursue alternative arrangements through additional equity or debt financing in order to meet the Company’s cash requirements. There can be no assurance that any such financing would be available on commercially acceptable terms, or at all. To date, in fiscal year 2024, we have not experienced difficulty accessing capital and credit markets, but future volatility in the capital and credit markets may increase costs associated with issuing debt instruments or affect our ability to access those markets. In addition, it is possible that our ability to access the capital and credit markets could be limited at a time when we would like, or need, to do so, which could have an adverse impact on our ability to refinance maturing debt and/or react to changing economic and business conditions.

Previous wording

Operating activities Cash provided by operating activities is net income adjusted for certain non-cash items and changes in assets and liabilities. Cash provided by operating activities totaled $147.2 million in the three months ended March 30, 2024, compared to $151.9 million in the three months ended April 1, 2023. This decrease was driven by a $37.2 million change in operating assets and liabilities, partially offset by a $32.5 million increase of net income adjusted for non-cash reconciling items.

Current wording

Operating activities Cash provided by operating activities is net income adjusted for certain non-cash items and changes in assets and liabilities. Cash provided by operating activities totaled $258.4 million in the six months ended June 29, 2024, compared to $278.9 million in the six months ended July 1, 2023. This decrease was driven by a $82.9 million change in operating assets and liabilities, partially offset by a $62.4 million increase of net income adjusted for non-cash reconciling items.

Previous wording

Changes in operating assets and liabilities for the three months ended March 30, 2024 were driven by changes in trade accounts and notes receivable, accounts payable and accrued liabilities and income taxes payable and refundable income taxes. The change for trade receivables was mainly due to lower sales. The change for accounts payable and accrued liabilities was driven by lower customer advance payments. The change for income taxes payable and refundable income taxes was due to lower current provision, partially offset by lower cash tax payments made.

Current wording

Changes in operating assets and liabilities for the six months ended June 29, 2024 were driven by changes in trade accounts receivable, inventories, and accounts payable and accrued liabilities. The change in trade accounts receivables was mainly due to increased sales. The change in inventories was mainly due to an increase in business activity. The change in accounts payable and accrued liabilities was primarily driven by lower customer advance payments.

Previous wording

Investing activities Cash flows provided by investing activities totaled $181.0 million in the three months ended March 30, 2024, compared to cash flows used in investing activities of $0.4 million in the three months ended April 1, 2023. The increase resulted primarily from an increase in proceeds from divestitures of $116.1 million and a reduction of cash paid for acquisitions and for property, plant and equipment of $67.4 million.

Current wording

Investing activities Cash flows provided by investing activities totaled $121.8 million in the six months ended June 29, 2024, compared to cash flows used in investing activities of $53.9 million in the six months ended July 1, 2023. The increase resulted primarily from an increase in proceeds from divestitures of $115.3 million and a reduction of cash paid for acquisition of property, plant and equipment of $124.2 million, partially offset by the absence of net proceeds from termination of the alliance agreement with MacDermid Enthone of $169.3 million.

Previous wording

Financing activities Cash used in financing activities totaled $439.9 million during the three months ended March 30, 2024, compared to cash used in financing activities of $6.5 million during the three months ended April 1, 2023. The decrease was primarily due to the net debt activity, which was a use of cash of $418.8 million in three month ended March 30, 2024 compared to none in April 1, 2023.

Current wording

Financing activities Cash used in financing activities totaled $509.9 million during the six months ended June 29, 2024, compared to cash used in financing activities of $318.6 million during the six months ended July 1, 2023. The increase was primarily due to the net debt activity, which was a use of cash of $473.8 million during the six months ended June 29, 2024 compared to $315.0 million during the six months ended July 1, 2023.

Previous wording

Our total dividend payments were $15.3 million in the three months ended March 30, 2024 compared to $15.2 million in the three months ended April 1, 2023. We have paid a cash dividend in each quarter since the fourth quarter of 2017. On April 17, 2024, the Company’s board of directors declared a quarterly cash dividend of $0.10 per share to be paid on May 22, 2024 to shareholders of record on the close of business on May 1, 2024.

Current wording

Our total dividend payments were $30.4 million in the six months ended June 29, 2024 compared to $30.2 million in the six months ended July 1, 2023. We have paid a cash dividend in each quarter since the fourth quarter of 2017. On July 17, 2024, the Company’s board of directors declared a quarterly cash dividend of $0.10 per share to be paid on August 21, 2024 to shareholders of record on the close of business on July 31, 2024.

Previous wording

On March 28, 2024, the Company amended its Existing Credit Agreement. The Third Amendment, dated March 28, 2024, provides for, among other things, the refinancing of the Company’s outstanding term B loans under the Term Loan Facility in an aggregate principal amount of $955.0 million with a new tranche of term B loans in an aggregate principal amount of $955.0 million. The amended loans bear interest at a rate per annum equal to, at the Company’s option, either (i) the SOFR plus an applicable margin of 1.75% which is a reduction from the applicable margin of 2.50% prior to the amendment or (ii) a base rate plus an applicable margin of 0.75% which is a reduction from the applicable margin of 1.50% prior to the amendment. In connection with the Third Amendment, the Company made a payment of $354.5 million on the term loans B. See Note 7 to our condensed consolidated financial statements for further discussion.

Current wording

On March 28, 2024, the Company amended its Existing Credit Agreement. The Third Amendment provides for, among other things, the refinancing of the Company’s outstanding term loans B under the Term Loan Facility in an aggregate principal amount of $955.0 million with a new tranche of term loans B in an aggregate principal amount of $955.0 million. The amended loans bear interest at a rate per annum equal to, at the Company’s option, either (i) the SOFR plus an applicable margin of 1.75%, which is a reduction from the applicable margin of 2.50% prior to the amendment, or (ii) a base rate plus an applicable margin of 0.75%, which is a reduction from the applicable margin of 1.50% prior to the amendment. In connection with the Third Amendment, the Company made a payment of $354.5 million on the term loans B. See Note 7 to our condensed consolidated financial statements for further discussion.

Showing the first 40 of 54 pairs. Open the source sections for the rest.

Rearranged current paragraphs (8)

Current report — wording carried from elsewhere

On March 28, 2024, the Company and certain of its subsidiaries entered into Amendment No. 3 (the “Third Amendment”), with the lenders party thereto and Morgan Stanley Senior Funding, Inc., as administrative agent, which amended the Credit and

Current report — wording carried from elsewhere

Net sales for the six months ended June 29, 2024 were $1,583.7 million, compared to $1,823.4 million for the six months ended July 1, 2023. An analysis of the factors underlying the decrease in net sales is presented in the following table:

Current report — wording carried from elsewhere

On a geographic basis, sales percentage by customers’ country or region for the six months ended June 29, 2024 and July 1, 2023 and the percentage increase (decrease) in sales for the six months ended June 29, 2024 compared to the sales for the six months ended July 1, 2023 were as follows:

Current report — wording carried from elsewhere

The decreases in sales to customers in North America primarily relate to the absence of sales from divested businesses. The increase in sales to customers in Taiwan primarily relates to increased demand of our MC products. The increase in sales to customers in China primarily relates to increased demand for products from each of our segments. The decrease in sales to customers in South Korea primarily relates to decreased demand of our AMH and MS products. The decrease in sales to customers in Japan primarily relates to decreased demand of our MC products. The decrease in sales to customers in Europe primarily relate to the absence of sales from divested businesses and lower sales demand of our AMH products. The decrease in sales to customers in Southeast Asia primarily relates to the absence of sales from divested businesses.

Current report — wording carried from elsewhere

Gross margin increased by 2.8 percentage points for the six months ended June 29, 2024, compared to the same period in the prior year. Gross margin increased primarily due to positive impact of the divested businesses and improved plant utilization.

Current report — wording carried from elsewhere

Interest expense was $111.1 million in the six months ended June 29, 2024, compared to $167.1 million in the six months ended July 1, 2023. The decrease primarily reflects lower interest expense related to lower average debt balances for the period due to repayments on the Company’s outstanding debt.

Current report — wording carried from elsewhere

Unallocated general and administrative expenses totaled $15.3 million in the second quarter of 2024, compared to $29.9 million in the comparable period last year. The $14.6 million decrease is primarily due to a $17.7 million decrease in integration, deal and transaction costs related to the acquisition of CMC Materials, partially offset by a $4.8 million increase in share-based compensation expense, primarily due to the timing of the annual equity award grant.

Current report — wording carried from elsewhere

10 Impairment of long-lived assets.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

9 Impairment of long-lived assets.