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) October 26, 2010
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.) | |
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 October 26, 2010, the registrant issued a press release to announce results for the third quarter of 2010, ended October 2, 2010. 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 October 26, 2010 |
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: October 26, 2010 | By | /S/ GREGORY B. GRAVES | ||||
Gregory B. Graves, | ||||||
Executive Vice President & Chief Financial Officer |
Exhibit 99.1
Entegris Reports Strong Third Quarter Results
Quarterly Sales of $178 million Marks Sixth Consecutive Quarter of Growth;
Non-GAAP EPS of $0.18; Cash from Operations Exceeds $45 Million;
Adjusted Operating Margin Reaches 18 Percent
BILLERICA, Mass., October 26, 2010 Entegris, Inc. (Nasdaq: ENTG) today reported its financial results for the Companys third quarter ended October 2, 2010.
The Company recorded third-quarter sales of $178.2 million, an increase of 61 percent over the prior year, and 6 percent sequentially. Net income was $22.4 million, or $0.17 per diluted share. These results included amortization of intangible assets of $2.8 million.
Non-GAAP earnings per share of $0.18 in the third quarter of 2010 compared to a loss per share of $0.02 in the third quarter a year ago and earnings per diluted share of $0.16 in the second quarter of 2010. A reconciliation table of GAAP to non-GAAP earnings (loss) per share is contained in this press release.
For the first nine months of fiscal 2010, sales were $506.3 million, up 101 percent from the first nine months of 2009. Non-GAAP earnings per diluted share for the first nine months of 2010 were $0.48 versus a loss per share of $0.43 for the same period a year ago.
Gideon Argov, president and chief executive officer, said: Our third-quarter results marked another quarter of growth and strong operating performance, as we continue to execute our growth strategies and build shareholder value. Sales to our core semiconductor market were strong, as our liquid filtration and gas filtration businesses achieved record-level quarters. Across our portfolio of technologies, we are capitalizing on an increasing number of opportunities with our advanced filtration and microenvironment solutions to help fab customers implement advanced sub-32 nanometer processes.
Our adjusted operating margin was 18.0 percent, consistent with our target operating model. This translated into another quarter of strong cash flow, resulting in $45 million in cash from operations and $39 million of adjusted EBITDA in the third quarter. Our net cash position is now approaching $100 million, well ahead of expectations. Thus far in the fourth quarter, demand from our customers is stable, despite the uncertain outlook for global economic recovery. Regardless of how this current industry cycle unfolds, we believe we have the opportunity to outpace our markets, Argov said.
For the fiscal fourth quarter ending December 31, 2010, the Company expects sales to range from approximately $173 million to $183 million. Based on the Companys target model, non-GAAP net earnings per diluted share are expected to range from $0.17 to $0.19.
Third-Quarter Results Conference Call Details
Entegris will hold a conference call to discuss its results for the third quarter on Tuesday, October 26, 2010, at 10:00 a.m. Eastern Time. Participants should dial 1-888-211-7451 (domestic callers) or 1-913-312-9323 (for callers outside of the U.S.), referencing confirmation code #9800564. 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-tech 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, 2009, 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 | ||||||||||||
October 2, 2010 |
July 3, 2010 |
September 26, 2009 |
||||||||||
Net sales |
$ | 178,230 | $ | 167,575 | $ | 110,706 | ||||||
Cost of sales |
98,374 | 90,448 | 65,878 | |||||||||
Charge for fair value mark up of acquired inventory |
| | 51 | |||||||||
Gross profit |
79,856 | 77,127 | 44,777 | |||||||||
Selling, general and administrative expenses |
36,478 | 36,592 | 29,175 | |||||||||
Engineering, research and development expenses |
11,381 | 10,736 | 8,575 | |||||||||
Amortization of intangible assets |
2,823 | 3,364 | 4,723 | |||||||||
Restructuring charges |
| | 2,368 | |||||||||
Operating income (loss) |
29,174 | 26,435 | (64 | ) | ||||||||
Interest expense, net |
342 | 1,662 | 2,681 | |||||||||
Other expense, net |
1,283 | 711 | 4,114 | |||||||||
Income (loss) before income taxes |
27,549 | 24,062 | (6,859 | ) | ||||||||
Income tax expense |
5,000 | 5,393 | 623 | |||||||||
Equity in net (earnings) loss of affiliates |
(217 | ) | (77 | ) | 132 | |||||||
Net income (loss) |
22,766 | 18,746 | (7,614 | ) | ||||||||
Net income (loss) attributable to noncontrolling interest |
348 | 361 | (6 | ) | ||||||||
Net income (loss) attributable to Entegris, Inc. |
$ | 22,418 | $ | 18,385 | $ | (7,608 | ) | |||||
Amounts attributable to Entegris, Inc.: |
||||||||||||
Basic net income (loss) per common share: |
$ | 0.17 | $ | 0.14 | $ | (0.07 | ) | |||||
Diluted net income (loss) per common share: |
$ | 0.17 | $ | 0.14 | $ | (0.07 | ) | |||||
Weighted average shares outstanding: |
||||||||||||
Basic |
131,903 | 131,568 | 115,023 | |||||||||
Diluted |
133,071 | 132,870 | 115,023 |
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Nine months ended | ||||||||
October 2, 2010 |
September 26, 2009 |
|||||||
Net sales |
$ | 506,316 | $ | 252,320 | ||||
Cost of sales |
276,182 | 174,679 | ||||||
Charge for fair value mark up of acquired inventory |
| 4,116 | ||||||
Gross profit |
230,134 | 73,525 | ||||||
Selling, general and administrative expenses |
108,852 | 84,581 | ||||||
Engineering, research and development expenses |
32,937 | 25,322 | ||||||
Amortization of intangible assets |
10,459 | 14,635 | ||||||
Restructuring charges |
| 12,454 | ||||||
Operating income (loss) |
77,886 | (63,467 | ) | |||||
Interest expense, net |
3,210 | 7,105 | ||||||
Other expense, net |
1,701 | 429 | ||||||
Income (loss) before income taxes |
72,975 | (71,001 | ) | |||||
Income tax expense (benefit) |
15,202 | (4,226 | ) | |||||
Equity in net (earnings) loss of affiliates |
(485 | ) | 1,076 | |||||
Net income (loss) |
58,258 | (67,851 | ) | |||||
Net income (loss) attributable to noncontrolling interest |
905 | (6 | ) | |||||
Net income (loss) attributable to Entegris, Inc. |
$ | 57,353 | $ | (67,845 | ) | |||
Amounts attributable to Entegris, Inc.: |
||||||||
Basic net income (loss) per common share: |
$ | 0.44 | $ | (0.60 | ) | |||
Diluted net income (loss) per common share: |
$ | 0.43 | $ | (0.60 | ) | |||
Weighted average shares outstanding: |
||||||||
Basic |
131,475 | 113,355 | ||||||
Diluted |
132,908 | 113,355 |
Entegris, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
October 2, 2010 | December 31, 2009 | |||||||
ASSETS |
||||||||
Cash and cash equivalents |
$ | 98,814 | $ | 68,700 | ||||
Accounts receivable, net |
123,789 | 91,122 | ||||||
Inventories |
97,625 | 83,233 | ||||||
Deferred tax assets, deferred tax charges and refundable income taxes |
11,917 | 11,085 | ||||||
Other current assets and assets held for sale |
11,982 | 13,318 | ||||||
Total current assets |
344,127 | 267,458 | ||||||
Property, plant and equipment, net |
131,738 | 135,431 | ||||||
Intangible assets |
67,863 | 78,470 | ||||||
Deferred tax assets non-current |
8,064 | 9,670 | ||||||
Other assets |
13,500 | 13,643 | ||||||
Total assets |
$ | 565,292 | $ | 504,672 | ||||
LIABILITIES AND EQUITY |
||||||||
Current maturities of long-term debt |
$ | 6,077 | $ | 11,257 | ||||
Short-term borrowings |
| 8,039 | ||||||
Accounts payable |
35,914 | 23,553 | ||||||
Accrued liabilities |
55,813 | 29,832 | ||||||
Income tax payable and deferred tax liabilities |
13,323 | 1,229 | ||||||
Total current liabilities |
111,127 | 73,910 | ||||||
Long-term debt, less current maturities |
| 52,492 | ||||||
Other liabilities |
26,245 | 28,613 | ||||||
Equity |
427,920 | 349,657 | ||||||
Total liabilities and equity |
$ | 565,292 | $ | 504,672 | ||||
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three months ended | Nine months ended | |||||||||||||||
October 2, 2010 |
September 26, 2009 |
October 2, 2010 |
September 26, 2009 |
|||||||||||||
Operating activities: |
||||||||||||||||
Net income (loss) |
$ | 22,766 | $ | (7,614 | ) | $ | 58,258 | $ | (67,851 | ) | ||||||
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: |
||||||||||||||||
Depreciation |
6,755 | 7,455 | 20,645 | 23,628 | ||||||||||||
Amortization |
2,823 | 4,723 | 10,459 | 14,635 | ||||||||||||
Stock-based compensation expense |
1,752 | 2,120 | 5,434 | 6,299 | ||||||||||||
Charge for fair value mark-up of acquired inventory |
| 51 | | 4,116 | ||||||||||||
Other |
1,305 | 2,097 | 1,859 | 4,884 | ||||||||||||
Changes in operating assets and liabilities |
||||||||||||||||
Trade accounts and notes receivable |
(1,786 | ) | (17,272 | ) | (27,760 | ) | (7,486 | ) | ||||||||
Inventories |
(4,635 | ) | (735 | ) | (11,229 | ) | 10,715 | |||||||||
Accounts payable and accrued liabilities |
14,707 | 6,212 | 32,351 | 1,783 | ||||||||||||
Income taxes payable and refundable income taxes |
1,982 | (1,803 | ) | 8,430 | 2,037 | |||||||||||
Other |
(567 | ) | 3,973 | 2,467 | 115 | |||||||||||
Net cash provided by (used in) operating activities |
45,102 | (793 | ) | 100,914 | (7,125 | ) | ||||||||||
Investing activities: |
||||||||||||||||
Acquisition of property and equipment |
(4,502 | ) | (1,122 | ) | (12,159 | ) | (11,521 | ) | ||||||||
Other |
480 | 2,807 | 4,492 | 3,043 | ||||||||||||
Net cash (used in) provided by investing activities |
(4,022 | ) | 1,685 | (7,667 | ) | (8,478 | ) | |||||||||
Financing activities: |
||||||||||||||||
Payments on short-term borrowings and long-term debt |
(22,811 | ) | (221,165 | ) | (252,954 | ) | (528,116 | ) | ||||||||
Proceeds from short-term and long-term borrowings |
2,291 | 156,212 | 186,649 | 452,722 | ||||||||||||
Proceeds from stock offering, net of offering costs |
| 56,687 | | 56,687 | ||||||||||||
Issuance of common stock |
6 | 491 | 1,663 | 1,061 | ||||||||||||
Payments for debt issuance costs |
(1 | ) | (138 | ) | (149 | ) | (3,638 | ) | ||||||||
Other |
44 | | 64 | | ||||||||||||
Net cash used in financing activities |
(20,471 | ) | (7,913 | ) | (64,727 | ) | (21,284 | ) | ||||||||
Effect of exchange rate changes on cash |
2,892 | 1,331 | 1,594 | 230 | ||||||||||||
Increase (decrease) in cash and cash equivalents |
23,501 | (5,690 | ) | 30,114 | (36,657 | ) | ||||||||||
Cash and cash equivalents at beginning of period |
75,313 | 84,066 | 68,700 | 115,033 | ||||||||||||
Cash and cash equivalents at end of period |
$ | 98,814 | $ | 78,376 | $ | 98,814 | $ | 78,376 | ||||||||
Entegris, Inc. and Subsidiaries
Segment Information
(In thousands)
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||||||
Net sales |
October 2, 2010 |
July 3, 2010 | September 26, 2009 |
October 2, 2010 |
September 26, 2009 |
|||||||||||||||
Contamination Control Solutions |
$ | 113,350 | $ | 103,660 | $ | 65,649 | $ | 317,752 | $ | 147,477 | ||||||||||
Microenvironments |
47,383 | 47,388 | 32,445 | 136,698 | 73,303 | |||||||||||||||
Specialty Materials |
17,497 | 16,527 | 12,612 | 51,866 | 31,540 | |||||||||||||||
Total net sales |
$ | 178,230 | $ | 167,575 | $ | 110,706 | $ | 506,316 | $ | 252,320 | ||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||
Segment profit (loss) |
October 2, 2010 |
July 3, 2010 | September 26, 2009 |
October 2, 2010 |
September 26, 2009 |
|||||||||||||||
Contamination Control Solutions |
$ | 31,434 | $ | 28,614 | $ | 11,832 | $ | 88,282 | $ | 5,991 | ||||||||||
Microenvironments |
11,664 | 12,165 | 5,054 | 32,808 | (5,414 | ) | ||||||||||||||
Specialty Materials |
2,349 | 2,061 | 1,369 | 6,752 | 939 | |||||||||||||||
Total segment profit |
45,447 | 42,840 | 18,255 | 127,842 | 1,516 | |||||||||||||||
Amortization of intangibles, charge for fair value mark-up of acquired inventory and restructuring charges |
(2,823 | ) | (3,364 | ) | (7,142 | ) | (10,459 | ) | (31,205 | ) | ||||||||||
Unallocated expenses |
(13,450 | ) | (13,041 | ) | (11,177 | ) | (39,497 | ) | (33,778 | ) | ||||||||||
Total operating income (loss) |
$ | 29,174 | $ | 26,435 | $ | (64 | ) | $ | 77,886 | $ | (63,467 | ) | ||||||||
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP to Adjusted Operating Income (Loss) and Adjusted EBITDA
(In thousands)
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||||||
October 2, 2010 |
July 3, 2010 | September 26, 2009 |
October 2, 2010 |
September 26, 2009 |
||||||||||||||||
Net sales |
$ | 178,230 | $ | 167,575 | $ | 110,706 | $ | 506,316 | $ | 252,320 | ||||||||||
GAAP Operating income (loss) |
$ | 29,174 | $ | 26,435 | $ | (64 | ) | $ | 77,886 | $ | (63,467 | ) | ||||||||
Restructuring charges |
| | 2,368 | | 12,454 | |||||||||||||||
Charge for fair value mark-up of acquired inventory |
| | 51 | | 4,116 | |||||||||||||||
Amortization of intangible assets |
2,823 | 3,364 | 4,723 | 10,459 | 14,635 | |||||||||||||||
Adjusted operating income (loss) |
31,997 | 29,799 | 7,078 | 88,345 | (32,262 | ) | ||||||||||||||
Depreciation |
6,755 | 7,166 | 7,455 | 20,645 | 23,628 | |||||||||||||||
Adjusted EBITDA |
$ | 38,752 | $ | 36,965 | $ | 14,533 | $ | 108,990 | $ | (8,634 | ) | |||||||||
Adjusted operating margin |
18.0 | % | 17.8 | % | 6.4 | % | 17.4 | % | (12.8 | )% | ||||||||||
Adjusted EBITDA as a % of net sales |
21.7 | % | 22.1 | % | 13.1 | % | 21.5 | % | (3.4 | )% |
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Earnings (Loss) per Share
(In thousands)
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||||||
October 2, 2010 |
July 3, 2010 | September 26, 2009 |
October 2, 2010 |
September 26, 2009 |
||||||||||||||||
GAAP net income (loss) attributable to Entegris, Inc. |
$ | 22,418 | $ | 18,385 | $ | (7,608 | ) | $ | 57,353 | $ | (67,845 | ) | ||||||||
Adjustments to net income (loss) attributable to Entegris, Inc.: |
||||||||||||||||||||
Amortization of intangible assets |
2,823 | 3,364 | 4,723 | 10,459 | 14,635 | |||||||||||||||
Charge for fair value mark-up of acquired inventory |
| | 51 | | 4,116 | |||||||||||||||
Accelerated write-off of debt issuance costs |
| 890 | | 890 | 343 | |||||||||||||||
Gain on sale of equity investment |
(500 | ) | (392 | ) | | (892 | ) | | ||||||||||||
Tax effect of adjustments to net income (loss) attributable to Entegris, Inc. |
(854 | ) | (1,428 | ) | | (3,849 | ) | | ||||||||||||
Non-GAAP net income (loss) attributable to Entegris, Inc. |
$ | 23,887 | $ | 20,819 | $ | (2,834 | ) | $ | 63,961 | $ | (48,751 | ) | ||||||||
Diluted earnings (loss) per common share attributable to Entegris, Inc.: |
$ | 0.17 | $ | 0.14 | $ | (0.07 | ) | $ | 0.43 | $ | (0.60 | ) | ||||||||
Effect of adjustments to net income (loss) attributable to Entegris, Inc. |
0.01 | 0.02 | (0.04 | ) | $ | 0.05 | 0.17 | |||||||||||||
Diluted non-GAAP earnings (loss) per common share attributable to Entegris, Inc.: |
$ | 0.18 | $ | 0.16 | $ | (0.02 | ) | $ | 0.48 | $ | (0.43 | ) | ||||||||
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