SEC Comment Letter 0000000000-23-003204 to ENTEGRIS INC (ENTG) (CIK 0001101302) (ENTG)
ENTEGRIS INC (ENTG) (CIK 0001101302)
Date: March 30, 2023 · CIK: 0001101302 · Accession: 0000000000-23-003204
AI Filing Summary & Sentiment
File numbers found in text: 001-32598
Letter
United States securities and exchange commission logo March 30, 2023 Gregory Graves Chief Financial Officer ENTEGRIS INC 129 Concord Road Billerica, Massachusetts 01821 Re:ENTEGRIS INC Form 10-K for the Year Ended December 31, 2022 Form 8-K Filed February 14, 2023 File No. 001-32598 Dear Gregory Graves: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Year Ended December 31, 2022 Note 20. Segment Information, page F-34 1.With reference to your page 6 disclosures of the different products sold by your segments, please tell us what consideration was given to the guidance in ASC 280-10-50-40 in determining that your current disclosures provide adequate information regarding your products and services. Form 8-K Filed February 14, 2023 Exhibit 99.1, page 10 2.In your determination of Adjusted EBITDA, you include adjustments for integration costs as well as contractual and non-cash integration costs. You also include an adjustment for integration costs in your determination of non-GAAP net income. Please tell us the nature of these costs. Provide a breakdown of the types of costs included in these adjustments
FirstName LastNameGregory Graves Comapany NameENTEGRIS INC March 30, 2023 Page 2 FirstName LastName Gregory Graves ENTEGRIS INC March 30, 2023 Page 2 and describe and quantify each material component. With reference to the material components, please tell us what consideration you gave to Question 100.01 of the Non- GAAP Financial Measures Compliance & Disclosure Interpretations, as updated December 13, 2022, in determining it was appropriate to include these adjustments.
3.You present proforma non-GAAP Net sales. Tell us and disclose if these pro forma metrics were prepared in accordance with Article 11 of Regulation S-X. If such information has not been prepared in accordance with Article 11, please revise to disclose the basis for presentation and revise the description of the measures accordingly. Refer to Question 100.05 of the Non-GAAP Measures Compliance and Disclosure Interpretations as updated December 13, 2022. Ensure that you appropriately label each metric accordingly. Pursuant to Item 10(e)(1)(i) of Regulation S-K, please also disclose the reasons why management believes that presentation of this non-GAAP financial measure provides useful information to investors as well as any additional purposes for which management uses the non-GAAP financial measure. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Nudrat Salik at (202) 551-3692 or Jeanne Baker at (202) 551-3691 with any questions. Sincerely, Division of Corporation Finance Office of Industrial Applications and Services
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United States securities and exchange commission logo
March 30, 2023
Gregory Graves
Chief Financial Officer
ENTEGRIS INC
129 Concord Road
Billerica, Massachusetts 01821
Re:ENTEGRIS INC
Form 10-K for the Year Ended December 31, 2022
Form 8-K Filed February 14, 2023
File No. 001-32598
Dear Gregory Graves:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2022
Note 20. Segment Information, page F-34
1.With reference to your page 6 disclosures of the different products sold by your segments,
please tell us what consideration was given to the guidance in ASC 280-10-50-40 in
determining that your current disclosures provide adequate information regarding your
products and services.
Form 8-K Filed February 14, 2023
Exhibit 99.1, page 10
2.In your determination of Adjusted EBITDA, you include adjustments for integration costs
as well as contractual and non-cash integration costs. You also include an adjustment for
integration costs in your determination of non-GAAP net income. Please tell us the nature
of these costs. Provide a breakdown of the types of costs included in these adjustments
FirstName LastNameGregory Graves
Comapany NameENTEGRIS INC
March 30, 2023 Page 2
FirstName LastName
Gregory Graves
ENTEGRIS INC
March 30, 2023
Page 2
and describe and quantify each material component. With reference to the material
components, please tell us what consideration you gave to Question 100.01 of the Non-
GAAP Financial Measures Compliance & Disclosure Interpretations, as updated
December 13, 2022, in determining it was appropriate to include these adjustments.
3.You present proforma non-GAAP Net sales. Tell us and disclose if these pro forma
metrics were prepared in accordance with Article 11 of Regulation S-X. If such
information has not been prepared in accordance with Article 11, please revise to disclose
the basis for presentation and revise the description of the measures accordingly. Refer to
Question 100.05 of the Non-GAAP Measures Compliance and Disclosure Interpretations
as updated December 13, 2022. Ensure that you appropriately label each metric
accordingly. Pursuant to Item 10(e)(1)(i) of Regulation S-K, please also disclose
the reasons why management believes that presentation of this non-GAAP financial
measure provides useful information to investors as well as any additional purposes for
which management uses the non-GAAP financial measure.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff. You may contact Nudrat Salik at (202) 551-3692 or Jeanne Baker
at (202) 551-3691 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services