SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 8, 2001 Entegris, Inc. (Exact name of registrant as specified in its charter) Commission File No. 000-30789 Minnesota 41-1941551 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) 3500 Lyman Boulevard Chaska, Minnesota 55318 (Address of principal executive offices) (952) 556-3131 (Registrant's telephone number, including area code)
Item 5. Other Events See Exhibit 99 attached hereto. Item 7. Financial Statements and Exhibits (c) Exhibits 99.1 Press Release dated December 20, 2000
Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized. ENTEGRIS, INC. Date: January 8, 2001 By: \s\ John D. Villas ------------------------------- John D. Villas Chief Financial Officer
EXHIBIT 99.1 ENTEGRIS LOGO FOR IMMEDIATE RELEASE CONTACT: Heide Erickson Director of Investor Relations 612/556-8051 heide_erickson@entegris.com ENTEGRIS REPORTS ANOTHER QUARTER OF RECORD SALES AND EARNINGS Outlook for Fiscal 2001 Remains Positive CHASKA, Minn., Dec.20, 2000--Entegris, Inc. (Nasdaq: ENTG), the materials integrity management company, today reported record, all-time high quarterly revenues of $102.6 million for its first quarter ended November 25, 2000. Revenues jumped 43 percent from first quarter fiscal 2000 revenue levels of $71.8 million. Record net income increased to $18.1 million for the quarter or 25 cents per diluted share, compared with $8.6 million or 13 cents per diluted share for the first quarter of fiscal 2000, on a pro forma basis, excluding a one-time gain. "This was an exceptional quarter for Entegris, as we continued to meet the semiconductor industry's need for the protection and transportation of its critical materials," said Stan Geyer, chief executive officer. "This is the second time we are reporting financial results as a public company and for the second time we are reporting the highest sales, operating income and net income in our 34-year history. This success would not have been possible without our extraordinary employees and their efforts." "Our unit volumes reached new highs this past quarter and we have continued to experience strong sales and order levels over the last weeks," said Jim Dauwalter, president and chief operating officer. "Industry analysts have become more cautious in their outlook for semiconductor industry growth for calendar year 2001. However, as the world's leading materials integrity management provider, we anticipate second quarter revenue performance similar to the first quarter and a healthy sales increase of about 15 percent on a fiscal year basis, which would provide a very strong comparison to our record fiscal year 2000 results," said Dauwalter. "Since Entegris protects and transports the industry's valuable inventory, most of our business is driven by silicon consumption, chemical usage, and IC unit production which historically continues to be strong even when capital equipment spending levels off. This, coupled with our strong 300mm product offering and the expectation that our customers' 300mm plans will - more -
ENTEGRIS ANNOUNCES RECORD SALES AND EARNINGS........................Page 2 of 2 accelerate, renders this positive outlook for Entegris. We have historically outperformed semiconductor equipment providers during slowdown phases in the industry," concluded Dauwalter. Gross margins, improved 7.1 percentage points to 51.2 percent in the first quarter of fiscal 2001 compared to first quarter 2000 results of 44.1 percent. Capacity absorption, driven by record sales levels, provided the majority of the gross margin improvement. "Gross margins improved again to levels never achieved in our history, largely through the work we have accomplished over the last year, including the completion of the merger of Fluoroware and EMPAK into Entegris," said Jim Dauwalter. "Our ability to respond to customers has improved and allowed us to leverage our combined technical advantages as well as our human resources. Therefore, we continue to expect year-over-year improvement in gross profit and operating margins for our fiscal year 2001," concluded Dauwalter. The company also announced that it changed its accounting for reporting inventory from the LIFO to the FIFO method. "Our decision reflects our assessment that FIFO accounting better reflects our cost of sales in light of our significant improvements in capacity utilization," said John Villas, chief financial officer. Investors will have the opportunity to listen to the conference call at 4:30 p.m. EST over the Internet at http://www.entegris.com. To listen to the live call, please go to the website at least 15 minutes early to register, download and install any necessary audio software. For those who cannot listen to the live broadcast, a replay will be available shortly after the call. FORWARD-LOOKING STATEMENTS Certain information in this news release does not relate to historical financial information and may be deemed to constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause the company's actual results in the future to differ materially from its historical results and those presently anticipated or projected. Among these risks and uncertainties are general economic conditions, cyclical nature of the semiconductor industry, and risks associated with the acceptance of new products. Other factors that could cause the company's results to differ materially from those contained in its forward looking statements are included in the 10K filed in November 2000 and other documents filed by the company with the Securities and Exchange Commission. ABOUT ENTEGRIS Entegris products and services transport the critical materials that enable the world's leading technologies. Entegris is a leading materials integrity management company providing products and services used from production to consumption in the semiconductor, data storage, chemical processing, pharmaceutical and other key technology-driven industries worldwide. Entegris is headquartered in Chaska, Minnesota, USA and has manufacturing facilities in the United States, Germany, Japan, Malaysia and South Korea and is ISO 9001 certified. Through strategic alliances with Metron Technology, Marubeni and other distributors, Entegris provides customer support on six continents. Additional information can be found at www.entegris.com. # # #
ENTEGRIS, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (Amounts in thousands) November 25, November 27, 2000 1999 -------------------------------- ASSETS Cash and cash equivalents $ 117,208 $ 29,616 Accounts receivable 72,622 48,924 Inventories 47,357 40,664 Other current assets 12,430 12,189 -------------------------------- Total current assets 249,617 131,393 Property, plant and equipment 104,002 118,244 Other assets 24,501 18,243 -------------------------------- Total assets $ 378,120 $ 267,880 ================================ LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT) Current liabilities $ $ 69,821 66,166 Long-term debt 10,193 52,956 Other long-term liabilities 13,701 11,187 Redeemable common stock - 178,364 Shareholders' equity 284,405 (40,793) -------------------------------- Total liabilities and shareholders' equity (deficit) $ 378,120 $ 267,880 ================================
ENTEGRIS, INC. CONSOLIDATED STATEMENT OF OPERATIONS (Amounts in thousands, except per share amounts) Quarter ended November 25, November 27, 2000 1999 --------------------------------- Net sales $ 102,639 $ 71,816 Cost of sales 50,087 40,135 --------------------------------- Gross profit 52,552 31,681 Selling, general and administrative expenses 21,235 15,034 Engineering, research and development expenses 3,533 3,503 --------------------------------- Operating profit 27,784 13,144 Interest (income) expense, net (1,459) 1,085 Other expense (income), net 80 (6,098) --------------------------------- Income before income taxes and other items below 29,163 18,157 Income tax expense 11,081 6,181 Equity in net income of affiliates (738) (296) Minority interest in subsidiaries' net income 708 218 --------------------------------- Net income 18,112 12,054 Market value adjustment to redeemable common stock - (32,794) --------------------------------- Net income (loss) applicable to nonredeemable common shareholders $ 18,112 $ (20,740) ================================= Earnings (loss) per nonredeemable common share: Basic: $ 0.26 $ (0.56) Diluted: $ 0.25 $ (0.56) Weighted shares outstanding: Basic 68,362 37,036 Diluted 72,838 37,036 - ---------------------------------------------------------------------------------------------------- Proforma earnings per common share (1): Basic: $ 0.26 $ 0.20 Diluted: $ 0.25 $ 0.19 Weighted shares outstanding: Basic 68,362 60,000 Diluted 72,838 64,447 (1) The proforma data presented gives retroactive effect to the reclassification of redeemable common shares no longer redeemable upon consummation of the Company's initial public offering in July 2000.
ENTEGRIS, INC. CONSOLIDATED BALANCE SHEETS Restated to Reflect Change from LIFO to FIFO Fiscal 2000 - By Quarter (Amounts in thousands) Q1 '00 Q2 '00 Q3 '00 Q4 '00 -------------------------------------------------------- ASSETS Current assets: Cash and cash equivalents 29,616 25,029 33,247 102,973 Accounts receivable 37,357 38,083 38,225 41,325 Accounts receivable, affiliates 11,567 19,278 21,055 22,803 Inventories 40,664 38,869 37,699 41,976 Deferred tax assets and refundable income taxes 6,450 6,241 6,727 7,996 Other current assets 5,739 5,805 6,787 4,341 -------------------------------------------------------- Total current assets 131,393 133,305 143,740 221,414 -------------------------------------------------------- Property, plant and equipment, net 118,244 112,200 110,529 107,733 Other assets: Investments in affiliates 8,773 13,576 14,999 14,452 Intangible assets 7,308 8,389 8,064 7,162 Investments in marketable securities 814 1,067 1,148 1,288 Other 1,348 1,740 1,422 1,319 -------------------------------------------------------- Total assets 267,880 270,277 279,902 353,368 ======================================================== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current maturities of long-term debt 6,497 6,336 6,476 1,828 Current maturities of capital lease obligations 2,549 2,430 2,074 - Short-term borrowings 9,203 8,021 8,069 8,311 Accounts payable 12,086 14,162 15,205 21,849 Accrued liabilities 26,325 28,723 31,044 30,556 Income tax payable 9,506 1,812 - - -------------------------------------------------------- Total current liabilities 66,166 61,484 62,868 62,544 -------------------------------------------------------- Long-term debt, less current maturities 47,868 46,274 44,597 10,822 Capital lease obligations, less current maturites 5,088 4,496 3,489 - Deferred tax liabilities 6,237 10,582 10,243 9,146 Minority interest of subsidiaries 3,350 3,755 4,265 4,012 Redeemable ESOT common stock 178,364 202,980 183,609 - Stockholders' equity (deficit): Common stock 184 368 368 683 Additional paid-in capital 15,066 14,962 15,039 114,003 Retained earnings (deficit) (54,399) (74,394) (44,489) 152,091 Accumulated other comprehensive gain (loss) (44) (230) (87) 67 -------------------------------------------------------- Total shareholders' equity (deficit) (39,193) (59,294) (29,169) 268,444 -------------------------------------------------------- Total liabilities and shareholders' equity (deficit) 267,880 270,277 279,902 353,368 ========================================================
ENTEGRIS, INC. RESULTS OF OPERATIONS Restated to Reflect Change from LIFO to FIFO Fiscal 2000 - By Quarter (Amounts in thousands, except per share amounts) Q1 '00(1) Q2 '00(1) Q3 '00(1) Q4 '00(1) Full Year (1&2) ----------------------------------------------------------------------- Net sales $71,816 $84,846 $90,991 $95,812 $343,465 Cost of sales 40,135 46,688 47,310 48,890 183,023 ----------------------------------------------------------------------- Gross profit 31,681 38,158 43,681 46,922 160,442 Selling, general and administrative expenses 15,034 18,631 19,913 19,715 73,293 Engineering, research and development expenses 3,503 3,642 3,468 4,428 15,041 ----------------------------------------------------------------------- Operating profit 13,144 15,885 20,300 22,779 72,108 Interest (income) expense, net 1,085 935 758 (356) 2,422 Other (income) expense, net (6,098) (184) (249) 1,586 (4,945) ----------------------------------------------------------------------- Income before income taxes and other items below 18,157 15,134 19,791 21,549 74,631 Income tax expense 6,181 4,960 7,924 7,689 26,754 Equity in net income of affiliates (296) (286) (532) (580) (1,694) Minority interest in subsidiaries' net income (loss) 218 130 385 (244) 489 ----------------------------------------------------------------------- Net income before extraordinary item 12,054 10,330 12,014 14,684 49,082 Extraordinary loss on extinguishment of debt, net of taxes - - - (1,149) (1,149) ----------------------------------------------------------------------- Net income $12,054 $10,330 $12,014 $13,535 $47,933 ======================================================================= Proforma earnings per share - diluted: Basic $0.20 $0.17 $0.21 $0.21 $0.79 Diluted $0.19 $0.16 $0.19 $0.20 $0.73 Weighted shares outstanding: Basic 60,000 59,647 58,442 63,325 60,354 Diluted 64,447 64,950 64,134 68,081 65,403 NOTES: 1. The above table does not reflect the market value adjustments to redeemable common stock. 2. Basic and diluted earnings per share figures for Q4-FY 2000 and FY 2000 include a $0.02 per share charge associated with an extraordinary loss related to the early repayment of debt.