- Quarterly revenue of $251.6 million
- GAAP net loss of $14.7 million, or $0.11 per diluted share; Non-GAAP net income of $27.4 million, or $0.20 per diluted share
- Operating loss margin of 9.3 percent; Adjusted operating margin of 18.8 percent
BILLERICA, Mass., July 29, 2014 (GLOBE NEWSWIRE) -- Entegris Inc. (Nasdaq:ENTG), a leading provider of yield-enhancing materials and solutions for advanced manufacturing processes, today reported its financial results for the Company's second quarter ended June 28, 2014.
The Company recorded second-quarter sales of $251.6 million, which included two months of results from its acquisition of ATMI on April 30, 2014. Second-quarter net loss of $14.7 million, or $0.11 per diluted share, included amortization of intangible assets of $9.4 million and aggregated acquisition and integration-related costs associated with the acquisition of ATMI of $66.6 million. Non-GAAP net income was $27.4 million, or $0.20 per diluted share.
For the first half of fiscal 2014, sales were $417.4 million, up 22 percent from the first half of 2013. Net loss for the first half of 2014 was $0.4 million which included amortization of intangible assets of $11.7 million and aggregated acquisition and integration-related costs associated with the acquisition of ATMI of $67.9 million. Non-GAAP earnings per share for the first six months of 2014 were $0.32 per diluted share versus $0.28 per diluted share a year ago.
Bertrand Loy, president and chief executive officer, said: "We are very pleased with the results for the second quarter. Business trends were positive across all major business units. Most notably, our sales were boosted by record-level shipments of leading-edge wafer handling FOUPs and fluid handling products related to new fab construction activity."
Mr. Loy added: "Our second-quarter performance demonstrates the accretion potential of our combination with ATMI. We are excited about the capabilities of a broader suite of solutions to help our customers ramp their new technologies and enhance their yields. Our integration is on track and we expect to be ahead of schedule in realizing the $30 million of annualized cost synergies."
Quarterly Financial Results Summary | |||
(in millions, except per share data) | |||
GAAP Results | Q2-2014 | Q2-2013 | Q1-2014 |
Net sales | $251.6 | $177.5 | $165.8 |
Operating (loss) income | ($23.4) | $26.4 | $18.5 |
Operating margin | (9.3%) | 14.9% | 11.2% |
Net (loss) income | ($14.7) | $19.8 | $14.3 |
(Loss) earnings per share (EPS) | ($0.11) | $0.14 | $0.10 |
Non-GAAP Results | |||
Non-GAAP adjusted operating income | $47.2 | $28.7 | $22.2 |
Adjusted operating margin | 18.8% | 16.2% | 13.4% |
Non-GAAP net income | $27.4 | $21.3 | $16.7 |
Non-GAAP EPS | $0.20 | $0.15 | $0.12 |
Sales in the second quarter of 2014 included approximately $60 million of ATMI generated sales.
Third-Quarter Outlook
For the fiscal third quarter ending September 27, 2014 the Company expects sales of $255 million to $275 million, net loss of $5 million to $12 million, and loss per diluted share between $0.04 to $0.09 per share. On a non-GAAP basis, EPS is expected to range from $0.15 to $0.20 per diluted share, which reflects net income on a non-GAAP basis in the range of $21 million to $28 million, which is adjusted for expected amortization expense of approximately $13 million, charges for fair value markup of inventory sold of approximately $24 million, and integration expense of approximately $8 million totaling approximately $45 million or $0.24 per share.
Segment Results
In conjunction with the April 30, 2014 acquisition of ATMI, the Company is reporting its results in two business segments: Critical Materials Handling (CMH) and Electronic Materials (EM). Summary results by segment are contained in this press release.
CMH provides a broad range of products that filter, handle, dispense, and protect critical materials used in the semiconductor manufacturing process and in other high-technology manufacturing. CMH's products and subsystems include high-purity materials packaging, fluid-handling and dispensing systems, liquid filters, as well as microenvironments that protect critical substrates such as wafers during shipping and manufacturing. CMH also provides specialized graphite components and specialty coatings for use in high temperature applications.
EM provides high performance materials and specialty gas management solutions that enable high yield, cost effective semiconductor manufacturing. EM's products consist of specialized chemistries and performance materials, gas microcontamination control solutions, and sub-atmospheric pressure gas delivery systems for the efficient handling of hazardous gases to semiconductor process equipment.
Second-Quarter Results Conference Call Details
Entegris will hold a conference call to discuss its results for the second quarter on Tuesday, July 29, 2014, at 10:00 a.m. Eastern Time. Participants should dial 1-785-830-7980 or toll-free 1-800-723-6751, referencing confirmation code 8353950. 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 July 29, 2014 at 1:00 p.m. (ET) until September 12, 2014. The replay can be accessed by using passcode 8353950 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 yield-enhancing materials and solutions for advanced manufacturing processes in the semiconductor and other high-technology industries. On April 30, 2014, Entegris acquired Danbury, CT-based ATMI, Inc. 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 Company's condensed 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 measure operating performance. Management believes the non-GAAP measures better portray 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 reconciliations of GAAP to non-GAAP Statement of Operations, GAAP to Adjusted Operating Income and Adjusted EBITDA, and GAAP to Non-GAAP Earnings per Share 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, Entegris' ability to successfully integrate the ATMI business and achieve anticipated synergies, 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," "Risks Related to Owning Our Securities," and "Risks Related to the Pending Merger with ATMI, Inc." in Item 1A of our Annual Report on Form 10–K 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 | |||
June 28, 2014 | June 29, 2013 | March 29, 2014 | |
Net sales | $251,578 | $177,544 | $165,804 |
Cost of sales | 162,910 | 99,974 | 94,452 |
Gross profit | 88,668 | 77,570 | 71,352 |
Selling, general and administrative expenses | 82,347 | 35,397 | 34,787 |
Engineering, research and development expenses | 21,581 | 13,427 | 15,690 |
Amortization of intangible assets | 9,390 | 2,359 | 2,336 |
Contingent consideration fair value adjustment | (1,282) | -- | -- |
Operating (loss) income | (23,368) | 26,387 | 18,539 |
Interest expense (income), net | 12,345 | (14) | (194) |
Other expense (income), net | 1,351 | (896) | 178 |
(Loss) income before income taxes and equity in net loss of affiliates | (37,064) | 27,297 | 18,555 |
Income tax (benefit) expense | (22,445) | 7,516 | 4,243 |
Equity in net loss of affiliates | 50 | -- | -- |
Net (loss) income | (14,669) | $19,781 | $14,312 |
Basic net (loss) income per common share: | ($0.11) | $0.14 | $0.10 |
Diluted net (loss) income per common share: | ($0.11) | $0.14 | $0.10 |
Weighted average shares outstanding: | |||
Basic | 139,238 | 139,225 | 138,927 |
Diluted | 139,238 | 139,751 | 139,706 |
Entegris, Inc. and Subsidiaries | |||
Condensed Consolidated Statements of Operations | |||
(In thousands, except per share data) | |||
(Unaudited) | |||
Six months ended | |||
June 28, 2014 | June 29, 2013 | ||
Net sales | $417,382 | $342,614 | |
Cost of sales | 257,362 | 197,916 | |
Gross profit | 160,020 | 144,698 | |
Selling, general and administrative expenses | 117,134 | 67,818 | |
Engineering, research and development expenses | 37,271 | 25,600 | |
Amortization of intangible assets | 11,726 | 4,646 | |
Contingent consideration fair value adjustment | (1,282) | -- | |
Operating (loss) income | (4,829) | 46,634 | |
Interest expense (income), net | 12,151 | (135) | |
Other expense (income), net | 1,529 | (2,123) | |
(Loss) income before income taxes and equity in net loss of affiliates | (18,509) | 48,892 | |
Income tax (benefit) expense | (18,202) | 12,714 | |
Equity in net loss of affiliates | 50 | -- | |
Net (loss) income | ($357) | $36,178 | |
Basic net (loss) income per common share: | ($0.00) | $0.26 | |
Diluted net (loss) income per common share: | ($0.00) | $0.26 | |
Weighted average shares outstanding: | |||
Basic | 139,083 | 139,140 | |
Diluted | 139,083 | 139,791 |
Entegris, Inc. and Subsidiaries | ||
Condensed Consolidated Balance Sheets | ||
(In thousands) | ||
(Unaudited) | ||
June 28, 2014 | December 31, 2013 | |
ASSETS | ||
Cash and cash equivalents | $366,983 | $384,426 |
Short-term investments | 10,956 | -- |
Accounts receivable, net | 181,551 | 101,873 |
Inventories | 191,225 | 94,074 |
Deferred tax assets, deferred tax charges and refundable income taxes | 21,150 | 20,844 |
Other current assets | 33,621 | 11,088 |
Total current assets | 805,486 | 612,305 |
Property, plant and equipment, net | 319,871 | 186,440 |
Goodwill | 328,431 | 12,274 |
Intangible assets | 336,128 | 43,509 |
Deferred tax assets – non-current | 37,065 | 12,039 |
Other assets | 36,548 | 8,727 |
Total assets | $1,863,529 | $875,294 |
LIABILITIES AND EQUITY | ||
Long-term debt, current maturities | 4,600 | -- |
Accounts payable | 69,917 | $38,396 |
Accrued liabilities | 66,917 | 48,816 |
Income tax payable and deferred tax liabilities | 26,894 | 10,373 |
Total current liabilities | 168,328 | 97,585 |
Long-term debt, excluding current maturities | 813,100 | -- |
Other liabilities | 116,948 | 20,866 |
Shareholders' equity | 765,153 | 756,843 |
Total liabilities and shareholders' equity | $1,863,529 | $875,294 |
Entegris, Inc. and Subsidiaries | |||||
Condensed Consolidated Statements of Cash Flows | |||||
(In thousands) | |||||
(Unaudited) | |||||
Three months ended | Six months ended | ||||
June 28, 2014 | June 29, 2013 | June 28, 2014 | June 29, 2013 | ||
Operating activities: | |||||
Net (loss) income | ($14,669) | $19,781 | ($357) | $36,178 | |
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation | 11,043 | 7,311 | 18,875 | 14,607 | |
Amortization | 9,390 | 2,359 | 11,726 | 4,646 | |
Stock-based compensation expense | 2,278 | 2,081 | 4,155 | 3,769 | |
Charge for fair value mark-up of acquired inventory sold | 24,293 | -- | 24,293 | -- | |
Provision for deferred income taxes | (25,797) | 25 | (25,467) | 1,878 | |
Other | 4,394 | 692 | 4,907 | 882 | |
Changes in operating assets and liabilities: | |||||
Trade accounts and notes receivable | (17,052) | (6,592) | (24,269) | (19,485) | |
Inventories | 542 | 623 | (7,003) | (3,135) | |
Accounts payable and accrued liabilities | 16,153 | 1,656 | 12,599 | (5,359) | |
Income taxes payable and refundable income taxes | (512) | 7,206 | 1,500 | 7,524 | |
Other | 994 | (322) | 2,510 | 750 | |
Net cash provided by operating activities | 11,057 | 34,820 | 23,469 | 42,255 | |
Investing activities: | |||||
Acquisition of property and equipment | (15,165) | (17,991) | (28,945) | (34,131) | |
Acquisition of business, net of cash acquired | (808,940) | (13,358) | (808,940) | (13,358) | |
Proceeds from maturities of short-term investments | 5,911 | -- | 5,911 | 20,000 | |
Other | (7,514) | 6,535 | (7,119) | 6,547 | |
Net cash used in investing activities | (825,708) | (24,814) | (839,093) | (20,942) | |
Financing activities: | |||||
Payments on long-term debt | (37,500) | -- | (37,500) | -- | |
Proceeds from long-term debt | 855,200 | -- | 855,200 | -- | |
Payments for debt issue costs | (20,747) | -- | (20,747) | -- | |
Issuance of common stock | 503 | 1,448 | 503 | 6,322 | |
Taxes paid related to net share settlement of equity awards | (44) | -- | (2,033) | -- | |
Repurchase and retirement of common stock | -- | (5,605) | -- | (9,382) | |
Other | 585 | 201 | 829 | 941 | |
Net cash provided by (used in) financing activities | 797,997 | (3,956) | 796,252 | (2,119) | |
Effect of exchange rate changes on cash | 1,976 | (1,485) | 1,929 | (6,202) | |
(Decrease) increase in cash and cash equivalents | (14,678) | 4,565 | (17,443) | 12,992 | |
Cash and cash equivalents at beginning of period | $381,661 | $338,846 | $384,426 | $330,419 | |
Cash and cash equivalents at end of period | $366,983 | $343,411 | $366,983 | $343,411 |
Entegris, Inc. and Subsidiaries | |||||
Segment Information | |||||
(In thousands) | |||||
(Unaudited) | |||||
Three months ended | Six months ended | ||||
Net sales |
June 28, 2014 |
June 29, 2013 |
March 29, 2014 |
June 28, 2014 |
June 29, 2013 |
Critical Materials Handling | $176,820 | $157,269 | $145,569 | $322,389 | $303,933 |
Electronic Materials | 74,758 | 20,275 | 20,235 | 94,993 | 38,681 |
Total net sales | $251,578 | $177,544 | $165,804 | $417,382 | $342,614 |
Three months ended | Six months ended | ||||
Segment profit |
June 28, 2014 |
June 29, 2013 |
March 29, 2014 |
June 28, 2014 |
June 29, 2013 |
Critical Materials Handling | $41,069 | $35,971 | $30,526 | $71,595 | $65,111 |
Electronic Materials | 22,708 | 3,874 | 3,704 | 26,412 | 8,353 |
Total segment profit | 63,777 | 39,845 | 34,230 | 98,007 | $73,464 |
Charge for fair value mark-up of acquired inventory | (24,293) | -- | -- | (24,293) | -- |
Amortization of intangibles | (9,390) | (2,359) | (2,336) | (11,726) | (4,646) |
Unallocated expenses | (53,462) | (11,099) | (13,355) | (66,817) | (22,184) |
Total operating (loss) income | ($23,368) | $26,387 | $18,539 | ($4,829) | $46,634 |
Entegris, Inc. and Subsidiaries | ||||||
GAAP to Non-GAAP Reconciliation of Statement of Operations | ||||||
(In thousands, except per share data) | ||||||
(Unaudited) | ||||||
Three months ended June 28, 2014 |
Six months ended June 28, 2014 |
|||||
U.S. GAAP |
Adjustments |
Non- GAAP |
U.S. GAAP |
Adjustments |
Non- GAAP |
|
Net sales | $251,578 | $--- | $251,578 | $417,382 | $--- | $417,382 |
Cost of sales(a) | 162,910 | (24,293) | 138,617 | 257,362 | (24,293) | 233,069 |
Gross profit | 88,668 | 24,293 | 112,961 | 160,020 | 24,293 | 184,313 |
Selling, general and administrative expenses (b) | 82,347 | (38,147) | 44,200 | 117,134 | (39,428) | 77,706 |
Engineering, research and development expenses | 21,581 | --- | 21,581 | 37,271 | --- | 37,271 |
Amortization of intangible assets (c) | 9,390 | (9,390) | --- | 11,726 | (11,726) | --- |
Contingent consideration fair value adjustment (d) | (1,282) | 1,282 | --- | (1,282) | 1,282 | --- |
Operating (loss) income | (23,368) | 70,548 | 47,180 | (4,829) | 74,165 | 69,336 |
Interest expense, net (e) | 12,345 | (3,951) | 8,394 | 12,151 | (3,951) | 8,200 |
Other expense, net (f) | 1,351 | (212) | 1,139 | 1,529 | (212) | 1,317 |
(Loss) income before income taxes | (37,064) | 74,711 | 37,647 | (18,509) | 78,328 | 59,819 |
Income tax (benefit) expense (g) | (22,445) | 32,610 | 10,165 | (18,202) | 33,889 | 15,687 |
Equity in net loss of affiliates | 50 | --- | 50 | 50 | --- | 50 |
Net (loss) income | ($14,669) | $42,101 | $27,432 | $(357) | $44,439 | $44,082 |
Basic (loss) income per common share: | ($0.11) | $0.30 | $0.20 | ($0.00) | $0.32 | $0.32 |
Diluted (loss) income per common share: | ($0.11) | $0.30 | $0.20 | ($0.00) | $0.32 | $0.32 |
Weighted average shares outstanding: | ||||||
Basic | 139,238 | 139,238 | 139,238 | 139,083 | 139,083 | 139,083 |
Diluted | 139,238 | 139,919 | 139,919 | 139,083 | 139,812 | 139,812 |
The above GAAP to Non-GAAP Reconciliation of Statement of Operations is provided as a complement to and should be read in conjunction with the Condensed Consolidated Statements of Operations. The above GAAP to Non-GAAP Reconciliation of Statement of Operations is provided to facilitate a better assessment and measurement of the Company's operating performance.
a) Non-GAAP cost of sales for the three and six months ended June 28, 2014 is adjusted for $24.3 million charge for fair value mark-up of acquired ATMI, Inc. (ATMI) inventory sold.
b) Non-GAAP selling, general and administrative expense for the three and six months ended June 28, 2014 is adjusted for $38.1 million and $39.4M, respectively, for deal costs, integration costs, and transaction-related costs related to the ATMI, Inc. acquisition.
c) Non-GAAP amortization expense for the three and six months ended June 28, 2014 is adjusted for $9.4 million and $11.7M, respectively, for amortization expense related to the ATMI and prior acquisitions.
d) Non-GAAP contingent consideration fair value adjustments for the three and six months ended June 28, 2014 is adjusted for $1.3 million for a gain associated with the contingent consideration fair value adjustment.
e) Non-GAAP interest expense for the three and six months ended June 28, 2014 is adjusted for $4.0 million for bridge loan financing costs related to the ATMI acquisition.
f) Non-GAAP other expense for the three and six month ended June 28, 2014 is adjusted for $0.2 million for deal costs related to the ATMI acquisition.
g) Non-GAAP income tax expense for the three and six months ended June 28, 2014 is adjusted for $32.6 million and $33.9 million related to the adjustments noted above and other items related to the ATMI acquisition and other matters.
Entegris, Inc. and Subsidiaries | |||||
Reconciliation of GAAP to Adjusted Operating Income and Adjusted EBITDA | |||||
(In thousands) | |||||
(Unaudited) | |||||
Three months ended | Six months ended | ||||
June 28, 2014 |
June 29, 2013 |
March 29, 2014 |
June 28, 2014 |
June 29, 2013 |
|
Net sales | $251,578 | $177,544 | $165,804 | $417,382 | $342,614 |
Net (loss) income | (14,669) | $19,781 | 14,312 | (357) | $36,178 |
Adjustments to net income: | |||||
Equity in net loss of affiliates | 50 | -- | -- | 50 | -- |
Income tax (benefit) expense | (22,445) | 7,516 | 4,243 | (18,202) | 12,714 |
Interest expense (income),net | 12,345 | (14) | (194) | 12,151 | (135) |
Other expense ( income), net | 1,351 | (896) | 178 | 1,529 | (2,123) |
GAAP – Operating (loss) income | (23,368) | 26,387 | 18,539 | (4,829) | 46,634 |
Charge for fair value mark-up of acquired inventory sold | 24,293 | -- | -- | 24,293 | -- |
Transaction-related costs | 26,806 | -- | -- | 26,806 | -- |
Deal costs | 7,844 | -- | 1,281 | 9,125 | -- |
Integration costs | 3,497 | -- | -- | 3,497 | -- |
Contingent consideration fair value adjustment | (1,282) | -- | -- | (1,282) | -- |
Amortization of intangible assets | 9,390 | 2,359 | 2,336 | 11,726 | 4,646 |
Adjusted operating income | 47,180 | 28,746 | 22,156 | 69,336 | 51,280 |
Depreciation | 11,043 | 7,311 | 7,832 | 18,875 | 14,607 |
Adjusted EBITDA | $58,223 | $36,057 | $29,988 | $88,211 | $65,887 |
Adjusted operating margin | 18.8% | 16.2% | 13.4% | 16.6% | 15.0% |
Adjusted EBITDA – as a % of net sales | 23.1% | 20.3% | 18.1% | 21.1% | 19.2% |
Entegris, Inc. and Subsidiaries | |||||
Reconciliation of GAAP to Non-GAAP Earnings per Share | |||||
(In thousands) | |||||
(Unaudited) | |||||
Three months ended | Six months ended | ||||
June 28, 2014 |
June 29, 2013 |
March 29, 2014 |
June 28, 2014 |
June 29, 2013 |
|
GAAP net (loss) income | ($14,669) | $19,781 | $14,312 | ($357) | $36,178 |
Adjustments to net (loss) income: | |||||
Charge for fair value mark-up of acquired inventory sold | 24,293 | -- | -- | 24,293 | -- |
Transaction-related costs | 26,806 | -- | -- | 26,806 | -- |
Deal costs | 12,007 | -- | 1,281 | 13,288 | |
Integration costs | 3,497 | -- | -- | 3,497 | -- |
Contingent consideration fair value adjustment | (1,282) | -- | -- | (1,282) | -- |
Amortization of intangible assets | 9,390 | 2,359 | 2,336 | 11,726 | 4,646 |
Tax effect of adjustments to net income | (32,610) | (851) | (1,279) | (33,889) | (1,675) |
Non-GAAP net income | $27,432 | $21,289 | $16,650 | $44,082 | $39,149 |
Diluted (loss) earnings per common share | ($0.11) | $0.14 | $0.10 | ($0.00) | $0.26 |
Effect of adjustments to net (loss) income | 0.30 | 0.01 | 0.02 | 0.32 | 0.02 |
Diluted non-GAAP earnings per common share | $0.20 | $0.15 | $0.12 | $0.32 | $0.28 |