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) August 13, 2007.
ENTEGRIS, INC.
(Exact name of registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
| 000-30789 | 41-1941551 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) | |
| 3500 Lyman Boulevard, Chaska, MN | 55318 | |
| (Address of principal executive offices) | (Zip Code) | |
(952) 556-3131
(Registrant’s 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 Monday, August 13, 2007, Entegris, Inc. (the Company) shared information regarding the Company’s financial results for the quarters ended April 1, 2006, July 1, 2006, September 30, 2006, December 31, 2006, March 31, 2007 and June 30, 2007 in meetings with investors as an addition to our standard investor presentation. The historical information is included in Exhibit 99.1 hereto and is incorporated herein by reference. The presentation includes information regarding the Company’s financial results that is has not been previously released to the public.
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 | Historical financial information |
Page 1
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: August 14, 2007 | By | /s/ Peter W. Walcott | ||||||
| Peter W. Walcott, | ||||||||
| Senior Vice President & General Counsel | ||||||||
Page 2
 Income
Statement Continuing Operations – Non-GAAP Q1 Q2 Q3 Q4 Q1 Q2 Sales $156,406 $179,296 $169,880 $167,300 $159,571 $153,508 Gross Margin 75,275 86,644 75,889 69,774 68,949 65,480 GM% 48.1% 48.3% 44.7% 41.7% 43.2% 42.7% Operating Income 25,249 34,506 28,674 23,890 18,517 16,097 % of Sales 16.1% 19.2% 16.9% 14.3% 11.6% 10.5% EPS $0.13 $0.18 $0.16 $0.16 $0.11 $0.11 FY2006 FY2007 • Reflects non-GAAP results for continuing operations, adjusted for merger-related
and other restructuring charges, amortization expense, integration expense,
and integration-related stock-based compensation as well as a one- time gain from sale of an equity investment in Q2-07. • A reconciliation of GAAP to non-GAAP results is provided in the following pages.
In $ thousands, except per share data Exhibit 99.1 |
Entegris, Inc.
GAAP to Non-GAAP Reconciliation of
Statement of Operations
For the Three Months Ended April 1, 2006
(Unaudited)
| (In thousands, except per share data) |
As previously reported |
Reclass Cleaning Equipment as Discontinued Operations |
U.S. GAAP | Less Adjustments to GAAP |
Non-GAAP | ||||||||||
| Net sales |
157,662 | 1,256 | 156,406 | — | 156,406 | ||||||||||
| Cost of sales |
84,703 | 1,124 | 83,579 | 2,448 | 81,131 | ||||||||||
| Gross profit |
72,959 | 132 | 72,827 | (2,448 | ) | 75,275 | |||||||||
| Selling, general and administrative expenses |
52,068 | 371 | 51,697 | 10,713 | 40,984 | ||||||||||
| Engineering, research and development expenses |
9,176 | 134 | 9,042 | 9,042 | |||||||||||
| Operating profit (loss) |
11,715 | (373 | ) | 12,088 | (13,161 | ) | 25,249 | ||||||||
| Interest income, net |
2,023 | — | 2,023 | 2,023 | |||||||||||
| Other income (expense), net |
795 | — | 795 | 795 | |||||||||||
| Income (loss) before income taxes and equity in (earnings) loss of affiliates |
14,533 | (373 | ) | 14,906 | (13,161 | ) | 28,067 | ||||||||
| Income tax expense (benefit) |
4,796 | (140 | ) | 4,936 | (4,346 | ) | 9,282 | ||||||||
| Equity in net (earnings) loss of affiliates |
(36 | ) | — | (36 | ) | (36 | ) | ||||||||
| Income (loss) from continuing operations |
9,773 | (233 | ) | 10,006 | (8,815 | ) | 18,821 | ||||||||
| Income (loss) from operations of discontinued businesses, net of taxes |
1,580 | 233 | 1,347 | 1,347 | |||||||||||
| Impairment loss on assets of discontinued businesses, net of taxes |
— | — | — | — | |||||||||||
| Income (loss) from discontinued operations, net of taxes |
1,580 | 233 | 1,347 | — | 1,347 | ||||||||||
| Net income (loss) |
11,353 | — | 11,353 | (8,815 | ) | 20,168 | |||||||||
| Basic earnings (loss) per common share: |
|||||||||||||||
| Continuing operations |
0.07 | (0.00 | ) | 0.07 | (0.06 | ) | 0.14 | ||||||||
| Discontinued operations |
0.01 | 0.00 | 0.01 | — | 0.01 | ||||||||||
| Net income (loss) |
0.08 | — | 0.08 | (0.06 | ) | 0.15 | |||||||||
| Diluted earnings (loss) per common share: |
|||||||||||||||
| Continuing operations |
0.07 | (0.00 | ) | 0.07 | (0.06 | ) | 0.13 | ||||||||
| Discontinued operations |
0.01 | 0.00 | 0.01 | — | 0.01 | ||||||||||
| Net income (loss) |
0.08 | — | 0.08 | (0.06 | ) | 0.14 | |||||||||
| Weighted shares outstanding |
|||||||||||||||
| Basic |
136,889 | 136,889 | 136,889 | 136,889 | 136,889 | ||||||||||
| Diluted |
140,402 | 140,402 | 140,402 | 140,402 | 140,402 |
Entegris, Inc.
GAAP to Non-GAAP Reconciliation of
Statement of Operations
For the Three Months Ended July 1, 2006
(Unaudited)
| (In thousands, except per share data) |
As previously reported |
Reclass Cleaning Equipment as Discontinued Operations |
U.S. GAAP | Less Adjustments to GAAP |
Non-GAAP | ||||||||||
| Net sales |
180,701 | 1,405 | 179,296 | — | 179,296 | ||||||||||
| Cost of sales |
93,594 | 1,279 | 92,315 | (337 | ) | 92,652 | |||||||||
| Gross profit |
87,107 | 126 | 86,981 | 337 | 86,644 | ||||||||||
| Selling, general and administrative expenses |
51,977 | 424 | 51,553 | 9,392 | 42,161 | ||||||||||
| Engineering, research and development expenses |
10,219 | 242 | 9,977 | 9,977 | |||||||||||
| Operating profit (loss) |
24,911 | (540 | ) | 25,451 | (9,055 | ) | 34,506 | ||||||||
| Interest income, net |
1,897 | — | 1,897 | 1,897 | |||||||||||
| Other income (expense), net |
799 | — | 799 | 799 | |||||||||||
| Income (loss) before income taxes and equity in (earnings) loss of affiliates |
27,607 | (540 | ) | 28,147 | (9,055 | ) | 37,202 | ||||||||
| Income tax expense (benefit) |
9,321 | (203 | ) | 9,524 | (3,100 | ) | 12,624 | ||||||||
| Equity in net (earnings) loss of affiliates |
(159 | ) | — | (159 | ) | (159 | ) | ||||||||
| Income (loss) from continuing operations |
18,445 | (337 | ) | 18,782 | (5,955 | ) | 24,737 | ||||||||
| Income (loss) from operations of discontinued businesses, net of taxes |
(252 | ) | 337 | (589 | ) | (589 | ) | ||||||||
| Impairment loss on assets of discontinued businesses, net of taxes |
— | — | — | — | |||||||||||
| Income (loss) from discontinued operations, net of taxes |
(252 | ) | 337 | (589 | ) | — | (589 | ) | |||||||
| Net income (loss) |
18,193 | — | 18,193 | (5,955 | ) | 24,148 | |||||||||
| Basic earnings (loss) per common share: |
|||||||||||||||
| Continuing operations |
0.13 | (0.00 | ) | 0.14 | (0.04 | ) | 0.18 | ||||||||
| Discontinued operations |
(0.00 | ) | 0.00 | (0.00 | ) | — | (0.00 | ) | |||||||
| Net income (loss) |
0.13 | — | 0.13 | (0.04 | ) | 0.18 | |||||||||
| Diluted earnings (loss) per common share: |
|||||||||||||||
| Continuing operations |
0.13 | (0.00 | ) | 0.13 | (0.04 | ) | 0.18 | ||||||||
| Discontinued operations |
(0.00 | ) | 0.00 | (0.00 | ) | — | (0.00 | ) | |||||||
| Net income (loss) |
0.13 | — | 0.13 | (0.04 | ) | 0.17 | |||||||||
| Weighted shares outstanding |
|||||||||||||||
| Basic |
137,445 | 137,445 | 137,445 | 137,445 | 137,445 | ||||||||||
| Diluted |
140,621 | 140,621 | 140,621 | 140,621 | 140,621 |
Entegris, Inc.
GAAP to Non-GAAP Reconciliation of
Statement of Operations
For the Three Months Ended September 30, 2006
(Unaudited)
| (In thousands, except per share data) |
As previously reported |
Reclass Cleaning Equipment as Discontinued Operations |
U.S. GAAP | Less Adjustments to GAAP |
Non-GAAP | ||||||||||
| Net sales |
171,262 | 1,382 | 169,880 | — | 169,880 | ||||||||||
| Cost of sales |
95,000 | 958 | 94,042 | 51 | 93,991 | ||||||||||
| Gross profit |
76,262 | 424 | 75,838 | (51 | ) | 75,889 | |||||||||
| Selling, general and administrative expenses |
43,672 | 388 | 43,284 | 5,720 | 37,564 | ||||||||||
| Engineering, research and development expenses |
9,840 | 189 | 9,651 | 9,651 | |||||||||||
| Operating profit (loss) |
22,750 | (153 | ) | 22,903 | (5,771 | ) | 28,674 | ||||||||
| Interest income, net |
2,846 | — | 2,846 | 2,846 | |||||||||||
| Other income (expense), net |
702 | — | 702 | 702 | |||||||||||
| Income (loss) before income taxes and equity in (earnings) loss of affiliates |
26,298 | (153 | ) | 26,451 | (5,771 | ) | 32,222 | ||||||||
| Income tax expense (benefit) |
8,468 | (58 | ) | 8,526 | (1,794 | ) | 10,320 | ||||||||
| Equity in net (earnings) loss of affiliates |
(93 | ) | — | (93 | ) | (93 | ) | ||||||||
| Income (loss) from continuing operations |
17,923 | (95 | ) | 18,018 | (3,977 | ) | 21,995 | ||||||||
| Income (loss) from operations of discontinued businesses, net of taxes |
(102 | ) | 95 | (197 | ) | (197 | ) | ||||||||
| Impairment loss on assets of discontinued businesses, net of taxes |
— | — | — | — | |||||||||||
| Income (loss) from discontinued operations, net of taxes |
(102 | ) | 95 | (197 | ) | — | (197 | ) | |||||||
| Net income (loss) |
17,821 | — | 17,821 | (3,977 | ) | 21,798 | |||||||||
| Basic earnings (loss) per common share: |
|||||||||||||||
| Continuing operations |
0.13 | (0.00 | ) | 0.13 | (0.03 | ) | 0.16 | ||||||||
| Discontinued operations |
(0.00 | ) | 0.00 | (0.00 | ) | — | (0.00 | ) | |||||||
| Net income (loss) |
0.13 | — | 0.13 | (0.03 | ) | 0.16 | |||||||||
| Diluted earnings (loss) per common share: |
|||||||||||||||
| Continuing operations |
0.13 | (0.00 | ) | 0.13 | (0.03 | ) | 0.16 | ||||||||
| Discontinued operations |
(0.00 | ) | 0.00 | (0.00 | ) | — | (0.00 | ) | |||||||
| Net income (loss) |
0.13 | — | 0.13 | (0.03 | ) | 0.16 | |||||||||
| Weighted shares outstanding |
|||||||||||||||
| Basic |
135,538 | 135,538 | 135,538 | 135,538 | 135,538 | ||||||||||
| Diluted |
138,921 | 138,921 | 138,921 | 138,921 | 138,921 |
Entegris, Inc.
GAAP to Non-GAAP Reconciliation of
Statement of Operations
For the Three Months Ended December 31, 2006
(Unaudited)
| (In thousands, except per share data) |
As previously reported |
Reclass Cleaning Equipment as Discontinued Operations |
U.S. GAAP |
Less Adjustments to GAAP |
Non-GAAP | ||||||||||
| Net sales |
169,081 | 1,781 | 167,300 | — | 167,300 | ||||||||||
| Cost of sales |
99,260 | 1,392 | 97,868 | 342 | 97,526 | ||||||||||
| Gross profit |
69,821 | 389 | 69,432 | (342 | ) | 69,774 | |||||||||
| Selling, general and administrative expenses |
42,055 | 278 | 41,777 | 5,297 | 36,480 | ||||||||||
| Engineering, research and development expenses |
9,595 | 191 | 9,404 | 9,404 | |||||||||||
| Operating profit (loss) |
18,171 | (80 | ) | 18,251 | (5,639 | ) | 23,890 | ||||||||
| Interest income, net |
2,439 | — | 2,439 | 2,439 | |||||||||||
| Other income (expense), net |
(638 | ) | — | (638 | ) | (638 | ) | ||||||||
| Income (loss) before income taxes and equity in (earnings) loss of affiliates |
19,972 | (80 | ) | 20,052 | (5,639 | ) | 25,691 | ||||||||
| Income tax expense (benefit) |
3,920 | (30 | ) | 3,950 | (851 | ) | 4,801 | ||||||||
| Equity in net (earnings) loss of affiliates |
(243 | ) | — | (243 | ) | (243 | ) | ||||||||
| Income (loss) from continuing operations |
16,295 | (50 | ) | 16,345 | (4,788 | ) | 21,133 | ||||||||
| Income (loss) from operations of discontinued businesses, net of taxes |
(196 | ) | 50 | (246 | ) | (246 | ) | ||||||||
| Impairment loss on assets of discontinued businesses, net of taxes |
— | — | — | — | |||||||||||
| Income (loss) from discontinued operations, net of taxes |
(196 | ) | 50 | (246 | ) | — | (246 | ) | |||||||
| Net income (loss) |
16,099 | — | 16,099 | (4,788 | ) | 20,887 | |||||||||
| Basic earnings (loss) per common share: |
|||||||||||||||
| Continuing operations |
0.12 | (0.00 | ) | 0.13 | (0.04 | ) | 0.16 | ||||||||
| Discontinued operations |
(0.00 | ) | 0.00 | (0.00 | ) | — | (0.00 | ) | |||||||
| Net income (loss) |
0.12 | — | 0.12 | (0.04 | ) | 0.16 | |||||||||
| Diluted earnings (loss) per common share: |
|||||||||||||||
| Continuing operations |
0.12 | (0.00 | ) | 0.12 | (0.04 | ) | 0.16 | ||||||||
| Discontinued operations |
(0.00 | ) | 0.00 | (0.00 | ) | — | (0.00 | ) | |||||||
| Net income (loss) |
0.12 | — | 0.12 | (0.04 | ) | 0.16 | |||||||||
| Weighted shares outstanding |
|||||||||||||||
| Basic |
130,594 | 130,594 | 130,594 | 130,594 | 130,594 | ||||||||||
| Diluted |
134,024 | 134,024 | 134,024 | 134,024 | 134,024 |
Entegris, Inc.
GAAP to Non-GAAP Reconciliation of
Statement of Operations
For the Three Months Ended March 31, 2007
(Unaudited)
| (In thousands, except per share data) |
As previously reported |
Reclass Cleaning Equipment as Discontinued Operations |
U.S. GAAP | Less Adjustments to GAAP |
Non-GAAP | ||||||||||
| Net sales |
161,076 | 1,505 | 159,571 | — | 159,571 | ||||||||||
| Cost of sales |
92,277 | 1,213 | 91,064 | 442 | 90,622 | ||||||||||
| Gross profit |
68,799 | 292 | 68,507 | (442 | ) | 68,949 | |||||||||
| Selling, general and administrative expenses |
46,194 | 250 | 45,944 | 6,046 | 39,898 | ||||||||||
| Engineering, research and development expenses |
10,754 | 220 | 10,534 | 10,534 | |||||||||||
| Operating profit (loss) |
11,851 | (178 | ) | 12,029 | (6,488 | ) | 18,517 | ||||||||
| Interest income, net |
2,818 | — | 2,818 | 2,818 | |||||||||||
| Other income (expense), net |
(25 | ) | — | (25 | ) | (25 | ) | ||||||||
| Income (loss) before income taxes and equity in (earnings) loss of affiliates |
14,644 | (178 | ) | 14,822 | (6,488 | ) | 21,310 | ||||||||
| Income tax expense (benefit) |
4,286 | (57 | ) | 4,343 | (2,076 | ) | 6,419 | ||||||||
| Equity in net (earnings) loss of affiliates |
(25 | ) | — | (25 | ) | (25 | ) | ||||||||
| Income (loss) from continuing operations |
10,383 | (121 | ) | 10,504 | (4,412 | ) | 14,916 | ||||||||
| Income (loss) from operations of discontinued businesses, net of taxes |
— | 121 | (121 | ) | (121 | ) | |||||||||
| Impairment loss on assets of discontinued businesses, net of taxes |
— | — | — | — | |||||||||||
| Income (loss) from discontinued operations, net of taxes |
— | 121 | (121 | ) | — | (121 | ) | ||||||||
| Net income (loss) |
10,383 | — | 10,383 | (4,412 | ) | 14,795 | |||||||||
| Basic earnings (loss) per common share: |
|||||||||||||||
| Continuing operations |
0.08 | (0.00 | ) | 0.08 | (0.03 | ) | 0.11 | ||||||||
| Discontinued operations |
— | 0.00 | (0.00 | ) | — | (0.00 | ) | ||||||||
| Net income (loss) |
0.08 | — | 0.08 | (0.03 | ) | 0.11 | |||||||||
| Diluted earnings (loss) per common share: |
|||||||||||||||
| Continuing operations |
0.08 | (0.00 | ) | 0.08 | (0.03 | ) | 0.11 | ||||||||
| Discontinued operations |
— | 0.00 | (0.00 | ) | — | (0.00 | ) | ||||||||
| Net income (loss) |
0.08 | — | 0.08 | (0.03 | ) | 0.11 | |||||||||
| Weighted shares outstanding |
|||||||||||||||
| Basic |
132,194 | 132,194 | 132,194 | 132,194 | 132,194 | ||||||||||
| Diluted |
135,233 | 135,233 | 135,233 | 135,233 | 135,233 |
Entegris, Inc.
GAAP to Non-GAAP Reconciliation of
Statement of Operations
For the Three Months Ended June 30, 2007
(Unaudited)
| (In thousands, except per share data) |
U.S. GAAP Before Reflecting Cleaning Equipment as Discontinued Operations |
Reclass Cleaning Equipment as Discontinued Operations |
U.S. GAAP as reported |
Less Adjustments to GAAP |
Non-GAAP | ||||||||||
| Net sales |
155,533 | 2,025 | 153,508 | — | 153,508 | ||||||||||
| Cost of sales |
89,551 | 1,537 | 88,014 | (15 | ) | 88,029 | |||||||||
| Gross profit |
65,982 | 488 | 65,494 | 15 | 65,479 | ||||||||||
| Selling, general and administrative expenses |
46,982 | 2,665 | 44,317 | 4,614 | 39,703 | ||||||||||
| Engineering, research and development expenses |
9,932 | 253 | 9,679 | 9,679 | |||||||||||
| Operating profit (loss) |
9,068 | (2,430 | ) | 11,498 | (4,599 | ) | 16,097 | ||||||||
| Interest income, net |
2,559 | — | 2,559 | 2,559 | |||||||||||
| Other income (expense), net |
6,074 | — | 6,074 | 6,068 | 6 | ||||||||||
| Income (loss) before income taxes and equity in (earnings) loss of affiliates |
17,701 | (2,430 | ) | 20,131 | 1,469 | 18,662 | |||||||||
| Income tax expense (benefit) |
3,004 | (1,457 | ) | 4,461 | 810 | 3,651 | |||||||||
| Equity in net (earnings) loss of affiliates |
(80 | ) | — | (80 | ) | (80 | ) | ||||||||
| Income (loss) from continuing operations |
14,777 | (973 | ) | 15,750 | 659 | 15,091 | |||||||||
| Income (loss) from operations of discontinued businesses, net of taxes |
— | 4 | (4 | ) | (4 | ) | |||||||||
| Impairment loss on assets of discontinued businesses, net of taxes |
— | 969 | (969 | ) | (969 | ) | |||||||||
| Income (loss) from discontinued operations, net of taxes |
— | 973 | (973 | ) | — | (973 | ) | ||||||||
| Net income (loss) |
14,777 | — | 14,777 | 659 | 14,118 | ||||||||||
| Basic earnings (loss) per common share: |
|||||||||||||||
| Continuing operations |
0.11 | (0.01 | ) | 0.12 | 0.01 | 0.12 | |||||||||
| Discontinued operations |
— | 0.01 | (0.01 | ) | — | (0.01 | ) | ||||||||
| Net income (loss) |
0.11 | — | 0.11 | 0.01 | 0.11 | ||||||||||
| Diluted earnings (loss) per common share: |
|||||||||||||||
| Continuing operations |
0.11 | (0.01 | ) | 0.12 | 0.00 | 0.11 | |||||||||
| Discontinued operations |
— | 0.01 | (0.01 | ) | — | (0.01 | ) | ||||||||
| Net income (loss) |
0.11 | — | 0.11 | 0.00 | 0.11 | ||||||||||
| Weighted shares outstanding |
|||||||||||||||
| Basic |
129,225 | 129,225 | 129,225 | 129,225 | 129,225 | ||||||||||
| Diluted |
132,293 | 132,293 | 132,293 | 132,293 | 132,293 |