UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) January 31, 2013
ENTEGRIS, INC.
(Exact name of registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
001-32598 | 41-1941551 | |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
129 Concord Road, Billerica, MA | 01821 | |
(Address of principal executive offices) | (Zip Code) |
(978) 436-6500
(Registrants telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02. | Results of Operations and Financial Condition |
On January 31, 2013, the registrant issued a press release to announce results for the fourth quarter of 2012 and the year ended December 31, 2012. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instructions B.2 of Form 8-K, the information in this Item 2.02 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The information set forth herein will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit 99.1 | Press Release, dated January 31, 2013 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ENTEGRIS, INC. | ||||||
Dated: January 31, 2013 | By | /s/ Gregory B. Graves | ||||
Gregory B. Graves, | ||||||
Executive Vice President & Chief Financial Officer |
Exhibit 99.1
Entegris Reports Fourth Quarter and Year End Results
The Company Reports Fourth-Quarter Sales of $168 million and Non-GAAP EPS of $0.09
New Share Repurchase Plan Announced
BILLERICA, Mass., January 31, 2013 Entegris, Inc. (Nasdaq: ENTG) today reported its financial results for the Companys fourth quarter and fiscal year ended December 31, 2012.
The Company recorded fourth-quarter sales of $167.8 million, an increase of two percent from the prior year, and a nine percent decline sequentially. Net income was $11.3 million, or $0.08 per share. These results included amortization of intangible assets of $2.3 million. Non-GAAP earnings per share of $0.09 in the fourth quarter of 2012 compared to $0.15 in the fourth quarter a year ago and $0.16 in the third quarter of 2012. A reconciliation table of GAAP to non-GAAP earnings per share is contained in this press release.
Fiscal 2012 sales were $716 million, representing a four percent decline compared to sales of $749 million in 2011. Net income per share of $0.50 compared to net income of $0.91 per share a year earlier, which included a one-time tax benefit of $0.15 per share. On a non-GAAP basis, net income per share in fiscal 2012 was $0.55 compared with net income per share of $0.79 for the year earlier.
Bertrand Loy, president and chief executive officer, said: Our sales in the fourth quarter declined sequentially as expected, and reflected continued soft business trends in the microelectronics and semiconductor industries. Even so, sales of our filtration products grew in the quarter as liquid filter sales reached record levels for the quarter and the year. This reflects our deepening collaboration with the leading customers in our industry as they address contamination and materials handling challenges in their most advanced manufacturing processes.
Fourth-quarter operating results were adversely impacted by sales mix and lower utilization at our manufacturing facilities. However, we maintained tight control of our operating expenses, which included $2.4 million, or $0.01 per share, of severance costs related to organizational realignments in a number of areas around the company. For the year, we generated $115 million in cash from operations and ended the year with $350 million in cash, cash equivalents, and short-term investments.
As we move through 2013, we are committed to strategic allocation of our capital, which over time includes a goal of meaningfully reducing our outstanding share count. To accomplish this, our Board of Directors has authorized a new share repurchase program covering up to $50 million to repurchase, Loy said.
For the fiscal first quarter ending March 30, 2013, the Company expects sales to be $160 million to $170 million and EPS to range between $0.07 and $0.10. On a non-GAAP basis, EPS is expected to range from $0.08 to $0.11, which reflects Non-GAAP net income in the range of $11 million to $15 million, adjusted for expected amortization expense of $2.3 million or $0.01 per share.
Fourth-Quarter Results Conference Call Details
Entegris will hold a conference call to discuss its results for the fourth quarter on Thursday, January 31, 2013, at 10:00 a.m. Eastern Time. Participants should dial 1-719-457-2645 or 1-888-455-2296, referencing confirmation code 6035420. Participants are asked to dial in 8 to 13 minutes prior to the start of the call. A replay of the call will be available starting at 1:00 p.m. ET on January 31 until March 16, 2013. The replay can be accessed by using passcode 6035420 after dialing 1-719-457-0820 or 1-888-203-1112. A live and on-demand webcast of the call can also be accessed from the investor relations section of Entegris website at www.entegris.com.
ABOUT ENTEGRIS
Entegris is a leading provider of a wide range of products for purifying, protecting and transporting critical materials used in processing and manufacturing in the semiconductor and other high-technology industries. Entegris is ISO 9001 certified and has manufacturing, customer service and/or research facilities in the United States, China, France, Germany, Israel, Japan, Malaysia, Singapore, South Korea and Taiwan. Additional information can be found at www.entegris.com.
NON-GAAP INFORMATION
The Companys consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States (GAAP). Adjusted EBITDA and Adjusted Operating Income together with related measures thereof, and non-GAAP EPS, are considered Non-GAAP financial measures under the rules and regulations of the SEC. These financial measures are provided as a complement to financial measures provided in accordance with GAAP. We provide non-GAAP financial measures in order to better assess and reflect operating performance. Management believes the non-GAAP measures help indicate our baseline performance before certain gains, losses or other charges that may not be indicative of our business or future outlook. We believe these non-GAAP measures will aid investors overall understanding of our results by providing a higher degree of transparency for certain expenses and providing a level of disclosure that will help investors understand how we plan and measure our business. The presentation of non-GAAP measures is not meant to be considered in isolation, as a substitute for, or superior to, financial measures or information provided in accordance with GAAP. The calculations of Adjusted EBITDA margin, Adjusted Operating Income, and non-GAAP EPS are included elsewhere in this release.
Forward-Looking Statements
Certain information contained in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current management expectations only as of the date of this press release, and involve substantial risks and uncertainties that could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Statements that include such words as anticipate, believe, estimate, expect, forecast, may, will, should or the negative thereof and similar expressions as they relate to Entegris or our management are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. These risks include, but are not limited to, fluctuations in the market price of Entegris stock, Entegris future operating results, other acquisition and investment opportunities available to Entegris, general business and market conditions and other factors. Additional information concerning these and other risk factors may be found in previous financial press releases issued by Entegris and Entegris periodic public filings with the Securities and Exchange
Commission, including discussions appearing under the headings Risks Relating to our Business and Industry, Risks Related to our Borrowings, Manufacturing Risks, International Risks, and Risks Related to Owning Our Securities in Item 1A of our Annual Report on Form 10K for the fiscal year ended December 31, 2011, as well as other matters and important factors disclosed previously and from time to time in the filings of Entegris with the U.S. Securities and Exchange Commission. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, we undertake no obligation to update publicly any forward-looking statements contained herein.
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Three Months Ended | ||||||||||||
December 31, 2012 |
September 29, 2012 |
December 31, 2011 |
||||||||||
Net sales |
$ | 167,818 | $ | 184,449 | $ | 163,922 | ||||||
Cost of sales |
101,357 | 102,517 | 96,308 | |||||||||
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|
|
|
|
|
|||||||
Gross profit |
66,461 | 81,932 | 67,614 | |||||||||
Selling, general and administrative expenses |
37,273 | 39,095 | 32,398 | |||||||||
Engineering, research and development expenses |
12,911 | 13,314 | 11,029 | |||||||||
Amortization of intangible assets |
2,335 | 2,389 | 2,462 | |||||||||
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|
|
|
|
|
|||||||
Operating income |
13,942 | 27,134 | 21,725 | |||||||||
Interest expense (income), net |
2 | (40 | ) | 9 | ||||||||
Other (income) expense, net |
(897 | ) | 1,481 | (102 | ) | |||||||
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|
|
|
|
|
|||||||
Income before income taxes and equity in affiliates |
14,837 | 25,693 | 21,818 | |||||||||
Income tax expense (benefit) |
3,581 | 7,656 | (18,333 | ) | ||||||||
Equity in net income of affiliates |
| | (10 | ) | ||||||||
|
|
|
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|
|||||||
Net income. |
$ | 11,256 | $ | 18,037 | $ | 40,161 | ||||||
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Basic net income per common share: |
$ | 0.08 | $ | 0.13 | $ | 0.30 | ||||||
Diluted net income per common share: |
$ | 0.08 | $ | 0.13 | $ | 0.29 | ||||||
Weighted average shares outstanding: |
||||||||||||
Basic |
137,867 | 137,453 | 135,509 | |||||||||
Diluted |
138,907 | 138,499 | 137,032 |
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Twelve months ended | ||||||||
December 31, 2012 |
December 31, 2011 |
|||||||
Net sales |
$ | 715,903 | $ | 749,259 | ||||
Cost of sales |
408,520 | 423,329 | ||||||
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|
|
|
|||||
Gross profit |
307,383 | 325,930 | ||||||
Selling, general and administrative expenses |
147,405 | 140,847 | ||||||
Engineering, research and development expenses |
50,940 | 47,980 | ||||||
Amortization of intangible assets |
9,594 | 10,225 | ||||||
|
|
|
|
|||||
Operating income |
99,444 | 126,878 | ||||||
Interest (income) expense, net |
(10 | ) | 659 | |||||
Other income, net |
(249 | ) | (1,745 | ) | ||||
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|
|||||
Income before income taxes |
99,703 | 127,964 | ||||||
Income tax expense |
30,881 | 4,217 | ||||||
Equity in net income of affiliates |
(3 | ) | (499 | ) | ||||
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|
|
|
|||||
Net income |
68,825 | 124,246 | ||||||
Net income attributable to noncontrolling interest |
| 400 | ||||||
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|
|||||
Net income attributable to Entegris, Inc. |
$ | 68,825 | $ | 123,846 | ||||
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Amounts attributable to Entegris, Inc.: |
||||||||
Basic net income per common share: |
$ | 0.50 | $ | 0.92 | ||||
Diluted net income per common share: |
$ | 0.50 | $ | 0.91 | ||||
Weighted average shares outstanding: |
||||||||
Basic |
137,306 | 134,685 | ||||||
Diluted |
138,412 | 136,223 |
Entegris, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
December 31, 2012 | December 31, 2011 | |||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 330,419 | $ | 273,593 | ||||
Short-term investments |
19,995 | | ||||||
Accounts receivable, net |
94,016 | 107,223 | ||||||
Inventories |
99,144 | 93,937 | ||||||
Deferred tax assets, deferred tax charges and refundable income taxes |
20,201 | 15,805 | ||||||
Other current assets and assets held for sale |
15,549 | 12,441 | ||||||
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|
|
|||||
Total current assets |
579,324 | 502,999 | ||||||
Property, plant and equipment, net |
157,021 | 130,554 | ||||||
Intangible assets |
49,416 | 56,453 | ||||||
Deferred tax assets non-current |
17,167 | 25,119 | ||||||
Other assets |
8,616 | 9,538 | ||||||
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|
|
|
|||||
Total assets |
$ | 811,544 | $ | 724,663 | ||||
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|
|||||
LIABILITIES AND EQUITY |
||||||||
Accounts payable |
$ | 36,341 | $ | 30,609 | ||||
Accrued liabilities |
51,263 | 47,841 | ||||||
Income tax payable and deferred tax liabilities |
5,659 | 14,144 | ||||||
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|
|
|
|||||
Total current liabilities |
93,263 | 92,594 | ||||||
Other liabilities |
23,482 | 23,831 | ||||||
Equity |
694,799 | 608,238 | ||||||
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|
|
|
|||||
Total liabilities and equity |
$ | 811,544 | $ | 724,663 | ||||
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|
|
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended | Twelve Months Ended | |||||||||||||||
December 31, 2012 |
December 31, 2011 |
December 31, 2012 |
December 31, 2011 |
|||||||||||||
Operating activities: |
||||||||||||||||
Net income |
$ | 11,256 | $ | 40,161 | $ | 68,825 | $ | 124,246 | ||||||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||||||||||
Depreciation |
7,151 | 6,547 | 28,013 | 26,839 | ||||||||||||
Amortization |
2,335 | 2,462 | 9,594 | 10,225 | ||||||||||||
Stock-based compensation expense |
1,851 | 1,735 | 9,881 | 7,519 | ||||||||||||
Deferred tax valuation allowance and other tax items |
12,012 | (19,254 | ) | 10,822 | (19,367 | ) | ||||||||||
Other |
198 | 978 | 1,903 | 541 | ||||||||||||
Changes in operating assets and liabilities: |
||||||||||||||||
Trade accounts and notes receivable |
14,916 | 3,652 | 10,626 | 19,336 | ||||||||||||
Inventories |
3,505 | 7,836 | (6,118 | ) | 3,632 | |||||||||||
Accounts payable and accrued liabilities |
4,737 | (289 | ) | 6,265 | (15,127 | ) | ||||||||||
Income taxes payable and refundable income taxes |
(9,351 | ) | 418 | (9,897 | ) | (433 | ) | |||||||||
Other |
(10,269 | ) | 270 | (14,752 | ) | (125 | ) | |||||||||
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|
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Net cash provided by operating activities |
38,341 | 44,516 | 115,162 | 157,286 | ||||||||||||
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Investing activities: |
||||||||||||||||
Acquisition of property and equipment |
(10,813 | ) | (6,121 | ) | (49,929 | ) | (30,267 | ) | ||||||||
Purchases of short-term investments, net of proceeds from maturities |
(11,994 | ) | 2,000 | (19,990 | ) | (47 | ) | |||||||||
Other |
229 | 440 | (2,548 | ) | 1,883 | |||||||||||
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Net cash used in investing activities |
(22,578 | ) | (3,681 | ) | (72,467 | ) | (28,431 | ) | ||||||||
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Financing activities: |
||||||||||||||||
Issuance of common stock |
2,742 | 6,034 | 7,431 | 11,690 | ||||||||||||
Other |
2,550 | 259 | 3,459 | (826 | ) | |||||||||||
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Net cash provided by financing activities |
5,292 | 6,293 | 10,890 | 10,864 | ||||||||||||
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Effect of exchange rate changes on cash |
1,534 | (572 | ) | 3,241 | (80 | ) | ||||||||||
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Increase in cash and cash equivalents |
22,589 | 46,556 | 56,826 | 139,639 | ||||||||||||
Cash and cash equivalents at beginning of period |
307,830 | 227,037 | 273,593 | 133,954 | ||||||||||||
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Cash and cash equivalents at end of period |
$ | 330,419 | $ | 273,593 | $ | 330,419 | $ | 273,593 | ||||||||
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Entegris, Inc. and Subsidiaries
Segment Information
(In thousands)
(Unaudited)
Three Months Ended | Twelve Months Ended | |||||||||||||||||||
Net sales |
December 31, 2012 |
September 29, 2012 |
December 31, 2011 |
December 31, 2012 |
December 31, 2011 |
|||||||||||||||
Contamination Control Solutions |
$ | 110,266 | $ | 112,876 | $ | 105,062 | $ | 461,838 | $ | 483,958 | ||||||||||
Microenvironments |
42,684 | 54,421 | 40,116 | 182,375 | 182,150 | |||||||||||||||
Specialty Materials |
14,868 | 17,152 | 18,744 | 71,690 | 83,151 | |||||||||||||||
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Total net sales |
$ | 167,818 | $ | 184,449 | $ | 163,922 | $ | 715,903 | $ | 749,259 | ||||||||||
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Three Months Ended | Twelve Months Ended | |||||||||||||||||||
Segment profit |
December 31, 2012 |
September 29, 2012 |
December 31, 2011 |
December 31, 2012 |
December 31, 2011 |
|||||||||||||||
Contamination Control Solutions |
$ | 22,438 | $ | 27,166 | $ | 26,082 | $ | 116,356 | $ | 140,313 | ||||||||||
Microenvironments |
6,401 | 16,771 | 6,201 | 37,223 | 29,959 | |||||||||||||||
Specialty Materials |
1,046 | 2,112 | 4,340 | 12,230 | 18,255 | |||||||||||||||
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Total segment profit |
29,885 | 46,049 | 36,623 | 165,809 | 188,527 | |||||||||||||||
Amortization of intangibles |
(2,335 | ) | (2,389 | ) | (2,462 | ) | (9,594 | ) | (10,225 | ) | ||||||||||
Unallocated expenses |
(13,608 | ) | (16,526 | ) | (12,436 | ) | (56,771 | ) | (51,424 | ) | ||||||||||
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Total operating income |
$ | 13,942 | $ | 27,134 | $ | 21,725 | $ | 99,444 | $ | 126,878 | ||||||||||
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Entegris, Inc. and Subsidiaries
Reconciliation of GAAP to Adjusted Operating Income and Adjusted EBITDA
(In thousands)
(Unaudited)
Three Months Ended | Twelve Months Ended | |||||||||||||||||||
December 31, 2012 |
September 29, 2012 |
December 31, 2011 |
December 31, 2012 |
December 31, 2011 |
||||||||||||||||
Net sales |
$ | 167,818 | $ | 184,449 | $ | 163,922 | $ | 715,903 | $ | 749,259 | ||||||||||
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|||||||||||
Net income attributable to Entegris, Inc. |
$ | 11,256 | $ | 18,037 | $ | 40,161 | $ | 68,825 | $ | 123,846 | ||||||||||
Adjustments to net income attributable to Entegris, Inc. |
||||||||||||||||||||
Net income attributable to noncontrolling interest |
| | | | 400 | |||||||||||||||
Equity in net income of affiliates |
| | (10 | ) | (3 | ) | (499 | ) | ||||||||||||
Income tax (benefit) expense |
3,581 | 7,656 | (18,333 | ) | 30,881 | 4,217 | ||||||||||||||
Other (income) expense, net |
(897 | ) | 1,481 | (102 | ) | (249 | ) | (1,745 | ) | |||||||||||
Interest expense (income), net |
2 | (40 | ) | 9 | (10 | ) | 659 | |||||||||||||
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|||||||||||
GAAP Operating income |
13,942 | 27,134 | 21,725 | 99,444 | 126,878 | |||||||||||||||
Amortization of intangible assets |
2,335 | 2,389 | 2,462 | 9,594 | 10,225 | |||||||||||||||
Charge associated with CEO succession and transition plan |
| 3,928 | | 3,928 | | |||||||||||||||
Gain associated with pension curtailment |
| | | | (726 | ) | ||||||||||||||
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|||||||||||
Adjusted operating income |
16,277 | 33,451 | 24,187 | 112,966 | 136,377 | |||||||||||||||
Depreciation |
7,151 | 7,349 | 6,547 | 28,013 | 26,839 | |||||||||||||||
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|||||||||||
Adjusted EBITDA |
$ | 23,428 | $ | 40,800 | $ | 30,734 | $ | 140,979 | $ | 163,216 | ||||||||||
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|||||||||||
Adjusted operating margin |
9.7 | % | 18.1 | % | 14.8 | % | 15.8 | % | 18.2 | % | ||||||||||
Adjusted EBITDA as a % of net sales |
14.0 | % | 22.1 | % | 18.7 | % | 19.7 | % | 21.8 | % |
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Earnings per Share
(In thousands)
(Unaudited)
Three Months Ended | Twelve Months Ended | |||||||||||||||||||
December 31, 2012 |
September 29, 2012 |
December 31, 2011 |
December 31, 2012 |
December 31, 2011 |
||||||||||||||||
GAAP net income attributable to Entegris, Inc. |
$ | 11,256 | $ | 18,037 | $ | 40,161 | $ | 68,825 | $ | 123,846 | ||||||||||
Adjustments to net income attributable to Entegris, Inc.: |
||||||||||||||||||||
Amortization of intangible assets |
2,335 | 2,389 | 2,462 | 9,594 | 10,225 | |||||||||||||||
Accelerated write-off of debt costs |
| | | | 282 | |||||||||||||||
Gain on sale of equity investment |
| | | (1,522 | ) | (1,523 | ) | |||||||||||||
Gain associated with pension curtailment |
| | | | (726 | ) | ||||||||||||||
Charge associated with CEO succession and transition plan |
| 3,928 | | 3,928 | | |||||||||||||||
Reversal of deferred tax valuation allowance (1) |
| | (20,999 | ) | | (20,999 | ) | |||||||||||||
Tax effect of adjustments to net income attributable to Entegris, Inc. |
(841 | ) | (2,301 | ) | (896 | ) | (4,643 | ) | (3,355 | ) | ||||||||||
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Non-GAAP net income attributable to Entegris, Inc. |
$ | 12,750 | $ | 22,053 | $ | 20,728 | $ | 76,182 | $ | 107,750 | ||||||||||
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Diluted earnings per common share attributable to Entegris, Inc.: |
$ | 0.08 | $ | 0.13 | $ | 0.29 | $ | 0.50 | $ | 0.91 | ||||||||||
Effect of adjustments to net income attributable to Entegris, Inc. |
$ | 0.01 | $ | 0.03 | ($ | 0.14 | ) | $ | 0.05 | $ | 0.12 | |||||||||
Diluted non-GAAP earnings per common share attributable to Entegris, Inc.: |
$ | 0.09 | $ | 0.16 | $ | 0.15 | $ | 0.55 | $ | 0.79 |
(1) | This amount represents the reversal of the remaining valuation allowance on certain of the Companys deferred tax assets. The amount excludes the reversal of the valuation allowance on those deferred tax assets realized in 2011 and 2010 based on earnings in those years. |
### END ###