UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTIONS 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) April 23, 2014
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 April 23, 2014, the registrant issued a press release to announce results for the first quarter of 2014, ended March 29, 2014. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instructions B.2 of Form 8-K, the information in this Item 2.02 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing. The information set forth herein will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01. | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit 99.1 | Press Release, dated April 23, 2014 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ENTEGRIS, INC. | ||||||
Dated: April 23, 2014 | By | /s/ Gregory B. Graves. | ||||
Gregory B. Graves, | ||||||
Executive Vice President & Chief Financial Officer |
Exhibit 99.1
Entegris Reports First-Quarter Results
| Quarterly revenue of $165.8 million, down 11 percent sequentially |
| GAAP net income of $14.3 million, or $0.10 per share; Non-GAAP net income of $16.7 million, or $0.12 per share |
| Operating margin of 11.2 percent; Adjusted operating margin of 13.4 percent |
BILLERICA, Mass., April 23, 2014 Entegris, Inc. (Nasdaq: ENTG) today reported its financial results for the Companys first quarter ended March 29, 2014.
The Company recorded first-quarter sales of $165.8 million, which compared to $186.3 million in the fourth quarter of 2013 and $165.1 million in the first quarter a year ago. First-quarter operating margin was 11.2 percent, with adjusted operating margin of 13.4 percent, excluding amortization of intangible assets of $2.3 million and transaction-related cost associated with the acquisition of ATMI of $1.3 million. Net income for the first quarter was $14.3 million, or $0.10 per diluted share. Non-GAAP earnings per share of $0.12 in the first quarter of 2014 compared to $0.16 in the fourth quarter of 2013 and $0.13 in the first quarter of 2013. A reconciliation table of GAAP to non-GAAP earnings per share and operating margin is contained in this press release.
Bertrand Loy, president and chief executive officer, said: As expected, our first-quarter sales declined from the strong fourth quarter reflecting seasonally slower trends and a mixed industry environment. On an operating basis, we performed well, achieving our target operating model and generating cash flow from operations in line with our plans. We remain very pleased with the quality and extent of our intensified partnerships and collaborations with the key technology leaders in the industry, which position us well as these leaders ramp their next-generation manufacturing process technologies.
Mr. Loy added: We were pleased to note that ATMI shareholders voted overwhelmingly in favor of our acquisition of ATMI, and we expect to receive the remaining regulatory approval sometime around the end of April. We are excited about the prospects of the combination of Entegris and ATMI for our shareholders, customers, and employees.
Before any impact or transaction-related costs of the anticipated acquisition of ATMI, for the fiscal second quarter ending June 28, 2014 the Company expects sales of $165 million to $175 million, net income of $13 million to $18 million, and EPS between $0.09 to $0.13 per share. On a non-GAAP basis, EPS is expected to range from $0.10 to $0.14 per share, which reflects net income on a non-GAAP basis in the range of $14 million to $19 million, which is adjusted for expected amortization expense of $2.3 million or $0.01 per share.
First-Quarter Results Conference Call Details
Entegris will hold a conference call to discuss its results for the first quarter on Wednesday, April 23, 2014, at 10:00 a.m. Eastern Time. Participants should dial 1-719-325-4900 or toll-free 1-877-795-3599, referencing confirmation code 1009975. Participants are asked to dial in 5 to 10 minutes prior to the start of the call. A replay of the call will be available starting April 23 at 1:00 p.m. (ET) until June 6, 2014. The replay can be accessed by using passcode 1009975 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, 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, 2013, as well as other matters and important factors disclosed previously and from time to time in the filings of Entegris with the U.S. Securities and Exchange Commission. Except as required under the federal securities laws and the rules and regulations of the Securities and Exchange Commission, we undertake no obligation to update publicly any forward-looking statements contained herein.
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Three Months Ended | ||||||||||||
March 29, 2014 |
March 30, 2013 |
December 31, 2013 |
||||||||||
Net sales |
$ | 165,804 | $ | 165,070 | $ | 186,260 | ||||||
Cost of sales |
94,452 | 97,942 | 106,876 | |||||||||
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|
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Gross profit |
71,352 | 67,128 | 79,384 | |||||||||
Selling, general and administrative expenses |
34,787 | 32,421 | 37,559 | |||||||||
Engineering, research and development expenses |
15,690 | 12,173 | 15,773 | |||||||||
Amortization of intangible assets |
2,336 | 2,287 | 2,358 | |||||||||
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|
|||||||
Operating income |
18,539 | 20,247 | 23,694 | |||||||||
Other income, net |
(16 | ) | (1,348 | ) | (663 | ) | ||||||
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Income before income taxes |
18,555 | 21,595 | 24,357 | |||||||||
Income tax expense |
4,243 | 5,198 | 3,816 | |||||||||
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Net income |
$ | 14,312 | $ | 16,397 | $ | 20,541 | ||||||
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Basic net income per common share: |
$ | 0.10 | $ | 0.12 | $ | 0.15 | ||||||
Diluted net income per common share: |
$ | 0.10 | $ | 0.12 | $ | 0.15 | ||||||
Weighted average shares outstanding: |
||||||||||||
Basic |
138,927 | 139,025 | 138,615 | |||||||||
Diluted |
139,706 | 139,831 | 139,408 |
Entegris, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
March 29, 2014 | December 31, 2013 | |||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 381,661 | $ | 384,426 | ||||
Accounts receivable, net |
109,049 | 101,873 | ||||||
Inventories |
100,499 | 94,074 | ||||||
Deferred tax assets, deferred tax charges and refundable income taxes |
14,595 | 20,844 | ||||||
Other current assets |
10,255 | 11,088 | ||||||
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Total current assets |
616,059 | 612,305 | ||||||
Property, plant and equipment, net |
189,010 | 186,440 | ||||||
Intangible assets |
41,141 | 43,509 | ||||||
Deferred tax assets non-current |
12,041 | 12,039 | ||||||
Other assets |
25,251 | 21,001 | ||||||
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Total assets |
$ | 883,502 | $ | 875,294 | ||||
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LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
Accounts payable |
$ | 41,168 | $ | 38,396 | ||||
Accrued liabilities |
43,355 | 48,816 | ||||||
Income tax payable and deferred tax liabilities |
6,316 | 10,373 | ||||||
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Total current liabilities |
90,839 | 97,585 | ||||||
Other liabilities |
20,870 | 20,866 | ||||||
Shareholders equity |
771,793 | 756,843 | ||||||
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Total liabilities and shareholders equity |
$ | 883,502 | $ | 875,294 | ||||
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Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended | ||||||||
March 29, 2014 | March 30, 2013 | |||||||
Operating activities: |
||||||||
Net income |
$ | 14,312 | $ | 16,397 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation |
7,832 | 7,296 | ||||||
Amortization |
2,336 | 2,287 | ||||||
Stock-based compensation expense |
1,877 | 1,688 | ||||||
Other |
843 | 2,043 | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable, net |
(7,217 | ) | (12,893 | ) | ||||
Inventories |
(7,545 | ) | (3,758 | ) | ||||
Accounts payable and accrued liabilities |
(3,554 | ) | (7,015 | ) | ||||
Income taxes payable and refundable income taxes |
2,012 | 318 | ||||||
Other |
1,516 | 1,072 | ||||||
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Net cash provided by operating activities |
12,412 | 7,435 | ||||||
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Investing activities: |
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Acquisition of property and equipment |
(13,780 | ) | (16,140 | ) | ||||
Proceeds from maturities of short-term investments |
| 20,000 | ||||||
Other |
395 | 12 | ||||||
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Net cash (used in) provided by investing activities |
(13,385 | ) | 3,872 | |||||
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Financing activities: |
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Issuance of common stock |
| 4,873 | ||||||
Taxes paid related to net share settlement of equity awards |
(1,989 | ) | | |||||
Repurchase and retirement of common stock |
| (3,777 | ) | |||||
Other |
244 | 741 | ||||||
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Net cash (used in) provided by financing activities |
(1,745 | ) | 1,837 | |||||
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Effect of exchange rate changes on cash |
(47 | ) | (4,717 | ) | ||||
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(Decrease) increase in cash and cash equivalents |
(2,765 | ) | 8,427 | |||||
Cash and cash equivalents at beginning of period |
384,426 | 330,419 | ||||||
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Cash and cash equivalents at end of period |
$ | 381,661 | $ | 338,846 | ||||
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Entegris, Inc. and Subsidiaries
Segment Information
(In thousands)
(Unaudited)
Three Months Ended | ||||||||||||
Net sales |
March 29, 2014 |
March 30, 2013 |
December 31, 2013 |
|||||||||
Contamination Control Solutions |
$ | 105,318 | $ | 103,961 | $ | 123,665 | ||||||
Microenvironments |
42,791 | 44,132 | 45,680 | |||||||||
Specialty Materials |
17,695 | 16,977 | 16,915 | |||||||||
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Total net sales |
$ | 165,804 | $ | 165,070 | $ | 186,260 | ||||||
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Three Months Ended | ||||||||||||
Segment profit |
March 29, 2014 |
March 30, 2013 |
December 31, 2013 |
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Contamination Control Solutions |
$ | 24,480 | $ | 22,078 | $ | 30,417 | ||||||
Microenvironments |
7,837 | 9,325 | 8,413 | |||||||||
Specialty Materials |
1,913 | 2,216 | 970 | |||||||||
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Total segment profit |
34,230 | 33,619 | 39,800 | |||||||||
Amortization of intangibles |
(2,336 | ) | (2,287 | ) | (2,358 | ) | ||||||
Unallocated expenses |
(13,355 | ) | (11,085 | ) | (13,748 | ) | ||||||
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Total operating income |
$ | 18,539 | $ | 20,247 | $ | 23,694 | ||||||
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Entegris, Inc. and Subsidiaries
Reconciliation of GAAP to Adjusted Operating Income and Adjusted EBITDA
(In thousands)
(Unaudited)
Three Months Ended | ||||||||||||
March 29, 2014 |
March 30, 2013 |
December 31, 2013 |
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Net sales |
$ | 165,804 | $ | 165,070 | $ | 186,260 | ||||||
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Net income |
$ | 14,312 | $ | 16,397 | $ | 20,541 | ||||||
Adjustments to net income: |
||||||||||||
Income tax expense |
4,243 | 5,198 | 3,816 | |||||||||
Other income, net |
(16 | ) | (1,348 | ) | (663 | ) | ||||||
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GAAP Operating income |
18,539 | 20,247 | 23,694 | |||||||||
Amortization of intangible assets |
2,336 | 2,287 | 2,358 | |||||||||
Transaction-related costs |
1,281 | | 973 | |||||||||
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Adjusted operating income |
22,156 | 22,534 | 27,025 | |||||||||
Depreciation |
7,832 | 7,296 | 7,656 | |||||||||
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Adjusted EBITDA |
$ | 29,988 | $ | 29,830 | $ | 34,681 | ||||||
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Adjusted operating margin |
13.4 | % | 13.7 | % | 14.5 | % | ||||||
Adjusted EBITDA as a % of net sales |
18.1 | % | 18.1 | % | 18.6 | % |
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Earnings per Share
(In thousands)
(Unaudited)
Three Months Ended | ||||||||||||
March 29, 2014 |
March 30, 2013 |
December 31, 2013 |
||||||||||
GAAP net income |
$ | 14,312 | $ | 16,397 | $ | 20,541 | ||||||
Adjustments to net income: |
||||||||||||
Amortization of intangible assets |
2,336 | 2,287 | 2,358 | |||||||||
Transaction-related costs |
1,281 | | 973 | |||||||||
Reclassification of cumulative translation adjustment associated with liquidated subsidiary |
| | 48 | |||||||||
Tax effect of adjustments to net income |
(1,279 | ) | (824 | ) | (1,180 | ) | ||||||
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Non-GAAP net income |
$ | 16,650 | $ | 17,860 | $ | 22,740 | ||||||
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Diluted earnings per common share: |
$ | 0.10 | $ | 0.12 | $ | 0.15 | ||||||
Effect of adjustments to net income |
0.02 | 0.01 | 0.02 | |||||||||
Diluted non-GAAP earnings per common share: |
$ | 0.12 | $ | 0.13 | $ | 0.16 |
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