Attached files
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| 8-K - FORM 8-K - ENTEGRIS INC | d97829d8k.htm |
Exhibit 99.1
Entegris Reports Second-Quarter Results
| • | Quarterly revenue of $280.7 million |
| • | GAAP net income of $24.4 million, or $0.17 per diluted share; Non-GAAP net income of $33.9 million, or $0.24 per diluted share |
| • | Repaid $50 million of long-term debt in the second quarter |
BILLERICA, Mass., July 30, 2015– Entegris, Inc. (NasdaqGS: 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 27, 2015.
The Company’s second-quarter sales of $280.7 million grew 6.6 percent sequentially and were even with pro forma sales of $280.6 million in the same quarter a year ago. Second-quarter net income of $24.4 million, or $0.17 per diluted share, included amortization of intangible assets of $11.9 million and integration-related costs of $2.4 million associated with the April 30, 2014 acquisition of ATMI, Inc. Non-GAAP net income was $33.9 million, or $0.24 per diluted share.
For the first half of fiscal 2015, sales of $544.1 million increased 2 percent from the same period a year ago on a pro forma basis despite the negative impact of foreign currency. First-half 2015 net income was $39.3 million, or $0.28 per share, which included amortization of intangible assets of $24.2 million and aggregated acquisition and integration-related of $5.0 million. Non-GAAP net income for the first half of fiscal 2015 was $59.3 million, or $0.42 per diluted share.
Bertrand Loy, president and chief executive officer, said: “We are very pleased with our business momentum and solid execution in the second quarter. We exceeded our target model, achieving an adjusted operating margin of 19.1 percent and generating $67 million of EBITDA. Including the additional $50 million of debt we repaid in the second quarter, we have repaid $126 million of debt since completing the ATMI acquisition 15 months ago.”
Mr. Loy added: “The current demand for our advanced materials and materials handling solutions and the quality and depth of our customer engagements is driving our excitement about what lies ahead for Entegris.”
1
Quarterly Financial Results Summary
(in millions, except per share data)
| GAAP Results |
Q2-2015 | Q2-2014 | Q1-2015 | |||||||||
| Net sales |
$ | 280,709 | $ | 251,578 | $ | 263,373 | ||||||
| Operating income (loss) |
39,347 | (23,368 | ) | 27,539 | ||||||||
| Operating margin |
14.0 | % | (9.3 | )% | 10.5 | % | ||||||
| Net income (loss) |
$ | 24,448 | ($ | 14,669 | ) | $ | 14,872 | |||||
| Earnings (loss) per share (EPS) |
$ | 0.17 | ($ | 0.11 | ) | $ | 0.11 | |||||
| Non-GAAP Results |
||||||||||||
| Non-GAAP adjusted operating income |
$ | 53,671 | $ | 47,180 | $ | 42,458 | ||||||
| Adjusted operating margin |
19.1 | % | 18.8 | % | 16.1 | % | ||||||
| Non-GAAP net income |
$ | 33,903 | $ | 27,432 | $ | 25,446 | ||||||
| Non-GAAP EPS |
$ | 0.24 | $ | 0.20 | $ | 0.18 | ||||||
Third-Quarter Outlook
For the fiscal third quarter ending September 26, 2015, the Company expects sales of $270 million to $285 million, net income of $18 million to $24 million, and net income per diluted share between $0.13 to $0.18 per share. On a non-GAAP basis, EPS is expected to range from $0.20 to $0.25 per diluted share, which reflects net income on a non-GAAP basis in the range of $29 million to $35 million, which is adjusted for expected amortization expense of approximately $12 million and integration expense of $1.5 million totaling approximately $13.5 million or $0.07 per share.
Segment Results
The Company reports 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.
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Second-Quarter Results Conference Call Details
Entegris will hold a conference call to discuss its results for the second quarter on Thursday, July 30, 2015, at 9:30 a.m. Eastern Time. Participants should dial 719-325-2376 or toll-free 888-428-9480, referencing confirmation code 2601071. 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 30, 2015 at 1:00 p.m. (ET) until Saturday, September 12, 2015. The replay can be accessed by using passcode 2601071 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 Statements of Operations, GAAP to Adjusted Operating Income and Adjusted EBITDA, and GAAP to Non-GAAP Earnings per Share are included elsewhere in this release.
In addition we have included pro forma segment net sales and segment profit for the Critical Materials Handling and Electronic Materials business segments for the three months and six months ended June 28, 2014. Our pro forma presentation includes transactions (i) recorded by ATMI, Inc. prior to its merger with the Company and (ii) as if those business segments were configured during those prior periods to include the businesses included in those segments during the three months and six months ended June 28, 2014. We have provided this non-GAAP pro forma information to provide investors with comparative historical context for the performance of these business segments during the three months and six months ended June 28, 2014. Footnotes to the Historical Non-GAAP Pro Forma Segment Information table provided elsewhere in this release reconcile this information to the corresponding GAAP information.
3
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,” “Additional Risks Related to Our Business,” “Risks Relating to Our Indebtedness,” “Manufacturing Risks,” “International Risks,” and “Risks Related to Owning Our Securities” in Item 1A of our Annual Report on Form 10–K for the fiscal year ended December 31, 2014, filed with the U.S Securities and Exchange Commission on February 26, 2015, 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.
4
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
| Three months ended | ||||||||||||
| June 27, 2015 | June 28, 2014 | March 28, 2015 | ||||||||||
| Net sales |
$ | 280,709 | $ | 251,578 | $ | 263,373 | ||||||
| Cost of sales |
152,622 | 162,910 | 146,837 | |||||||||
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|||||||
| Gross profit |
128,087 | 88,668 | 116,536 | |||||||||
| Selling, general and administrative expenses |
50,270 | 82,347 | 50,890 | |||||||||
| Engineering, research and development expenses |
26,542 | 21,581 | 25,800 | |||||||||
| Amortization of intangible assets |
11,928 | 9,390 | 12,307 | |||||||||
| Contingent consideration fair value adjustment |
— | (1,282 | ) | — | ||||||||
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|||||||
| Operating income (loss) |
39,347 | (23,368 | ) | 27,539 | ||||||||
| Interest expense, net |
9,715 | 12,345 | 9,628 | |||||||||
| Other (income) expense, net |
(1,109 | ) | 1,351 | (1,733 | ) | |||||||
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| Income (loss) before income tax expense and equity in net loss of affiliate |
30,741 | (37,064 | ) | 19,644 | ||||||||
| Income tax expense (benefit) |
6,245 | (22,445 | ) | 4,670 | ||||||||
| Equity in net loss of affiliates |
48 | 50 | 102 | |||||||||
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| Net income (loss) |
$ | 24,448 | ($ | 14,669 | ) | $ | 14,872 | |||||
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| Basic net income (loss) per common share: |
$ | 0.17 | ($ | 0.11 | ) | $ | 0.11 | |||||
| Diluted net income (loss) per common share: |
$ | 0.17 | ($ | 0.11 | ) | $ | 0.11 | |||||
| Weighted average shares outstanding: |
||||||||||||
| Basic |
140,307 | 139,238 | 139,984 | |||||||||
| Diluted |
140,993 | 139,238 | 140,740 | |||||||||
5
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
| Six months ended | ||||||||
| June 27, 2015 | June 28, 2014 | |||||||
| Net sales |
$ | 544,082 | $ | 417,382 | ||||
| Cost of sales |
299,459 | 257,362 | ||||||
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| Gross profit |
244,623 | 160,020 | ||||||
| Selling, general and administrative expenses |
101,160 | 117,134 | ||||||
| Engineering, research and development expenses |
52,342 | 37,271 | ||||||
| Amortization of intangible assets |
24,235 | 11,726 | ||||||
| Contingent consideration fair value adjustment |
— | (1,282 | ) | |||||
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| Operating income (loss) |
66,886 | (4,829 | ) | |||||
| Interest expense, net |
19,343 | 12,151 | ||||||
| Other (income) expense, net |
(2,842 | ) | 1,529 | |||||
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| Income (loss) before income tax expense and equity in net loss of affiliate |
50,385 | (18,509 | ) | |||||
| Income tax expense (benefit) |
10,915 | (18,202 | ) | |||||
| Equity in net loss of affiliates |
150 | 50 | ||||||
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| Net income (loss) |
$ | 39,320 | ($ | 357 | ) | |||
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| Basic net income (loss) per common share: |
$ | 0.28 | ($ | 0.00 | ) | |||
| Diluted net income (loss) per common share: |
$ | 0.28 | ($ | 0.00 | ) | |||
| Weighted average shares outstanding: |
||||||||
| Basic |
140,146 | 139,083 | ||||||
| Diluted |
140,866 | 139,083 | ||||||
6
Entegris, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
| June 27, 2015 | December 31, 2014 | |||||||
| ASSETS |
||||||||
| Cash and cash equivalents |
$ | 313,742 | $ | 389,699 | ||||
| Short-term investments |
3,062 | 4,601 | ||||||
| Accounts receivable, net |
177,543 | 153,961 | ||||||
| Inventories |
184,737 | 163,125 | ||||||
| Deferred tax assets, deferred tax charges and refundable income taxes |
26,538 | 30,556 | ||||||
| Other current assets |
21,004 | 23,713 | ||||||
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| Total current assets |
726,626 | 765,655 | ||||||
| Property, plant and equipment, net |
312,863 | 313,569 | ||||||
| Goodwill |
345,453 | 340,743 | ||||||
| Intangible assets, net |
283,675 | 308,554 | ||||||
| Deferred tax assets – non-current |
4,484 | 5,068 | ||||||
| Other |
23,382 | 28,502 | ||||||
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| Total assets |
$ | 1,696,483 | $ | 1,762,091 | ||||
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| LIABILITIES AND SHAREHOLDERS’ EQUITY |
||||||||
| Long-term debt, current maturities |
$ | 25,000 | $ | 100,000 | ||||
| Accounts payable |
58,103 | 57,417 | ||||||
| Accrued liabilities |
72,279 | 91,551 | ||||||
| Income tax payable and deferred tax liabilities |
12,523 | 13,552 | ||||||
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| Total current liabilities |
167,905 | 262,520 | ||||||
| Long-term debt, excluding current maturities |
667,046 | 666,796 | ||||||
| Other liabilities and deferred tax liabilities |
83,956 | 84,334 | ||||||
| Shareholders’ equity |
777,576 | 748,441 | ||||||
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| Total liabilities and shareholders’ equity |
$ | 1,696,483 | $ | 1,762,091 | ||||
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7
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| Three months ended | Six months ended | |||||||||||||||
| June 27, 2015 | June 28, 2014 | June 27, 2015 | June 28, 2014 | |||||||||||||
| Operating activities: |
||||||||||||||||
| Net income (loss) |
$ | 24,448 | ($ | 14,669 | ) | $ | 39,320 | ($ | 357 | ) | ||||||
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
||||||||||||||||
| Depreciation |
13,405 | 11,043 | 26,724 | 18,875 | ||||||||||||
| Amortization |
11,928 | 9,390 | 24,235 | 11,726 | ||||||||||||
| Share-based compensation expense |
2,887 | 2,278 | 5,145 | 4,155 | ||||||||||||
| Charge for fair value mark-up of acquired inventory sold |
— | 24,293 | — | 24,293 | ||||||||||||
| Provision for deferred income taxes |
5,868 | (25,797 | ) | 3,035 | (25,467 | ) | ||||||||||
| Other |
2,590 | 4,394 | 5,498 | 4,907 | ||||||||||||
| Changes in operating assets and liabilities: |
||||||||||||||||
| Trade accounts and notes receivable |
3,652 | (17,052 | ) | (28,594 | ) | (24,269 | ) | |||||||||
| Inventories |
(20,988 | ) | 542 | (28,500 | ) | (7,003 | ) | |||||||||
| Accounts payable and accrued liabilities |
(3,164 | ) | 16,153 | (9,126 | ) | 12,599 | ||||||||||
| Income taxes payable and refundable income taxes |
(3,605 | ) | (512 | ) | (364 | ) | 1,500 | |||||||||
| Other |
(775 | ) | 994 | (1,259 | ) | 2,510 | ||||||||||
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| Net cash provided by operating activities |
36,246 | 11,057 | 36,114 | 23,469 | ||||||||||||
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| Investing activities: |
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| Acquisition of property and equipment |
(13,742 | ) | (15,165 | ) | (34,230 | ) | (28,945 | ) | ||||||||
| Acquisition of business, net of cash acquired |
— | (808,940 | ) | — | (808,940 | ) | ||||||||||
| Proceeds from sale of and maturities of short-term investments |
866 | 5,911 | 1,607 | 5,911 | ||||||||||||
| Other |
(1 | ) | (7,514 | ) | 318 | (7,119 | ) | |||||||||
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| Net cash used in investing activities |
(12,877 | ) | (825,708 | ) | (32,305 | ) | (839,093 | ) | ||||||||
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| Financing activities: |
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| Payments on long-term debt |
(50,000 | ) | (37,500 | ) | (75,000 | ) | (37,500 | ) | ||||||||
| Proceeds from long-term debt |
— | 855,200 | — | 855,200 | ||||||||||||
| Payments for debt issue costs |
— | (20,747 | ) | — | (20,747 | ) | ||||||||||
| Issuance of common stock |
454 | 503 | 974 | 503 | ||||||||||||
| Taxes paid related to net share settlement of equity awards |
(350 | ) | (44 | ) | (2,403 | ) | (2,033 | ) | ||||||||
| Other |
217 | 585 | 352 | 829 | ||||||||||||
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| Net cash (used in) provided by financing activities |
(49,679 | ) | 797,997 | (76,077 | ) | 796,252 | ||||||||||
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| Effect of exchange rate changes on cash |
(1,335 | ) | 1,976 | (3,689 | ) | 1,929 | ||||||||||
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| Decrease in cash and cash equivalents |
(27,645 | ) | (14,678 | ) | (75,957 | ) | (17,443 | ) | ||||||||
| Cash and cash equivalents at beginning of period |
341,387 | 381,661 | 389,699 | 384,426 | ||||||||||||
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| Cash and cash equivalents at end of period |
$ | 313,742 | $ | 366,983 | $ | 313,742 | $ | 366,983 | ||||||||
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Entegris, Inc. and Subsidiaries
Segment Information
(In thousands)
(Unaudited)
| Three months ended | Six months ended | |||||||||||||||||||
| Net sales |
June 27, 2015 |
June 28, 2014 |
March 28, 2015 |
June 27, 2015 |
June 28, 2014 |
|||||||||||||||
| Critical Materials Handling |
$ | 174,253 | $ | 176,820 | $ | 167,468 | $ | 341,721 | $ | 322,389 | ||||||||||
| Electronic Materials |
106,456 | 74,758 | 95,905 | 202,361 | 94,993 | |||||||||||||||
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| Total net sales |
$ | 280,709 | $ | 251,578 | $ | 263,373 | $ | 544,082 | $ | 417,382 | ||||||||||
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| Three months ended | Six months ended | |||||||||||||||||||
| Segment profit |
June 27, 2015 |
June 28, 2014 |
March 28, 2015 |
June 27, 2015 |
June 28, 2014 |
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| Critical Materials Handling |
$ | 43,732 | $ | 41,069 | $ | 41,341 | $ | 85,073 | $ | 71,595 | ||||||||||
| Electronic Materials |
28,559 | 22,708 | 20,222 | 48,781 | 26,412 | |||||||||||||||
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| Total segment profit |
72,291 | 63,777 | 61,563 | 133,854 | 98,007 | |||||||||||||||
| Charge for fair value mark-up of acquired inventory |
— | 24,293 | — | — | 24,293 | |||||||||||||||
| Amortization of intangibles |
11,928 | 9,390 | 12,307 | 24,235 | 11,726 | |||||||||||||||
| Contingent consideration fair value adjustment |
— | (1,282 | ) | — | — | (1,282 | ) | |||||||||||||
| Unallocated expenses |
21,016 | 54,744 | 21,717 | 42,733 | 68,099 | |||||||||||||||
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| Total operating income (loss) |
$ | 39,347 | ($ | 23,368 | ) | $ | 27,539 | $ | 66,886 | ($ | 4,829 | ) | ||||||||
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9
Entegris, Inc. and Subsidiaries
Historical Non-GAAP Pro Forma Segment Information
(In thousands)
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| Segment Net Sales (a) |
June 27, 2015 As Reported |
June 28, 2014 Pro Forma(1) |
June 27, 2015 As Reported |
June 28, 2014 Pro Forma(1) |
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| Critical Materials Handling |
$ | 174,253 | $ | 179,072 | $ | 341,721 | $ | 335,579 | ||||||||
| Electronic Materials |
106,456 | 101,548 | 202,361 | 196,069 | ||||||||||||
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| Total segment net sales |
$ | 280,709 | $ | 280,620 | $ | 544,082 | $ | 531,648 | ||||||||
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| Segment profit (b) |
||||||||||||||||
| Critical Materials Handling |
$ | 43,732 | $ | 42,055 | $ | 85,073 | $ | 75,630 | ||||||||
| Electronic Materials |
28,559 | 28,900 | 48,781 | 52,850 | ||||||||||||
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| Total segment profit |
$ | 72,291 | $ | 70,955 | $ | 133,854 | $ | 128,480 | ||||||||
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| (1) | The above pro forma results include the addition of ATMI, Inc.’s net sales and segment profit amounts recorded prior to the consummation of the merger with the Company on April 30, 2014 to the Company’s reported GAAP net sales and segment profit amounts related to businesses that were transferred to the above business segments after the effectiveness of the merger and are provided as a complement to, and should be read in conjunction with, the Condensed Consolidated Statements of Operations to better facilitate the assessment and measurement of the Company’s operating performance. |
The above GAAP to Non-GAAP Pro Forma Segment Information is reconciled to the Company’s GAAP figures for the quarters ended June 28, 2014 as follows:
| (a) | The above pro forma segment sales include amounts for the quarter and six months ended June 28, 2014, representing the Company’s previously reported sales plus the sales of ATMI, Inc. reported prior to the consummation of the merger with the Company on April 30, 2014 as such sales are not included in the Company’s financial statements. CMH sales made by ATMI Inc. prior to the merger were $2.3 million and $13.2 million for the quarter and six months ended June 28, 2014, respectively. EM sales made by ATMI Inc. prior to the merger were $26.8 million and $101.1 million for the quarter and six months ended June 28, 2014, respectively. |
| (b) | The above pro forma segment profit figures include amounts for the quarter ended June 28, 2014, representing the Company’s previously reported segment profit figures plus the segment profit of ATMI, Inc. reported prior to the consummation of the merger with the Company on April 30, 2014, as such segment profits are not included in the Company’s financial statements. CMH segment profits made by ATMI Inc. prior to the merger were $1.0 million and $4.0 million for the quarter and six months ended June 28, 2014, respectively. EM segment profits made by ATMI Inc. prior to the merger were $6.2 million and $26.4 million for the quarter and six months ended June 28, 2014, respectively. |
| (c) | Segment profit is defined as net sales less direct segment operating expenses, excluding certain unallocated expenses, consisting mainly of general and administrative costs for the Company’s human resources, finance and information technology functions as well as interest expense, amortization of intangible assets, charges for the fair value write-up of acquired inventory sold and contingent consideration fair value adjustments. |
10
Entegris, Inc. and Subsidiaries
GAAP to Non-GAAP Reconciliation of Statement of Operations
(In thousands, except per share data)
(Unaudited)
| Three months ended June 27, 2015 |
Six months ended June 27, 2015 |
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| U.S. GAAP |
Adjustments | Non- GAAP |
U.S. GAAP |
Adjustments | Non- GAAP |
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| Net sales |
$ | 280,709 | $ | — | $ | 280,709 | $ | 544,082 | $ | — | $ | 544,082 | ||||||||||||
| Cost of sales |
152,622 | — | 152,622 | 299,459 | — | 299,459 | ||||||||||||||||||
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| Gross profit |
128,087 | — | 128,087 | 244,623 | — | 244,623 | ||||||||||||||||||
| Selling, general and administrative expenses (a) |
50,270 | (2,396 | ) | 47,874 | 101,160 | (5,008 | ) | 96,152 | ||||||||||||||||
| Engineering, research and development expenses |
26,542 | — | 26,542 | 52,342 | — | 52,342 | ||||||||||||||||||
| Amortization of intangible assets (b) |
11,928 | (11,928 | ) | — | 24,235 | (24,235 | ) | — | ||||||||||||||||
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| Operating income |
39,347 | 14,324 | 53,671 | 66,886 | 29,243 | 96,129 | ||||||||||||||||||
| Interest expense, net |
9,715 | — | 9,715 | 19,343 | — | 19,343 | ||||||||||||||||||
| Other (income) expense, net (c) |
(1,109 | ) | 56 | (1,053 | ) | (2,842 | ) | (617 | ) | (3,459 | ) | |||||||||||||
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| Income before income tax expense and equity in net loss of affiliate |
30,741 | 14,268 | 45,009 | 50,385 | 29,860 | 80,245 | ||||||||||||||||||
| Income tax expense (d) |
6,245 | 4,813 | 11,058 | 10,915 | 9,831 | 20,746 | ||||||||||||||||||
| Equity in net loss of affiliates |
48 | — | 48 | 150 | — | 150 | ||||||||||||||||||
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| Net income |
$ | 24,448 | $ | 9,455 | $ | 33,903 | $ | 39,320 | $ | 20,029 | $ | 59,349 | ||||||||||||
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| Basic income per common share: |
$ | 0.17 | $ | 0.07 | $ | 0.24 | $ | 0.28 | $ | 0.14 | $ | 0.42 | ||||||||||||
| Diluted income per common share: |
$ | 0.17 | $ | 0.07 | $ | 0.24 | $ | 0.28 | $ | 0.14 | $ | 0.42 | ||||||||||||
| Weighted average shares outstanding: |
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| Basic |
140,307 | 140,307 | 140,307 | 140,146 | 140,146 | 140,146 | ||||||||||||||||||
| Diluted |
140,993 | 140,993 | 140,993 | 140,866 | 140,866 | 140,866 | ||||||||||||||||||
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 selling, general and administrative expense for the three and six months ended June 27, 2015 is adjusted for $2.4 million and $5.0 million, respectively, for deal costs, integration costs, and transaction-related costs related to the ATMI, Inc. acquisition. |
| b) | Non-GAAP amortization expense for the three and six months ended June 27, 2015 is adjusted for $11.9 million and $24.2 million, respectively, for amortization expense related to the ATMI and prior acquisitions. |
| c) | Non-GAAP other (income) expense, net for the three and six month ended June 27, 2015 is adjusted for ($0.1) million and $0.6 million, respectively, for net (gain) loss on impairment or sale of investment. |
| d) | Non-GAAP income tax expense for the three and six months ended June 27, 2015 is adjusted for $4.8 million and $9.8 million related to the adjustments noted above and other items related to the ATMI acquisition and other matters. |
11
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP Net Income to Adjusted Operating Income and Adjusted EBITDA
(In thousands, except per share data)
(Unaudited)
| Three months ended | Six months ended | |||||||||||||||||||
| June 27, 2015 |
June 28, 2014 |
March 28, 2015 |
June 27, 2015 |
June 28, 2014 |
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| Net sales |
$ | 280,709 | $ | 251,578 | $ | 263,373 | $ | 544,082 | $ | 417,382 | ||||||||||
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| Net income (loss) |
$ | 24,448 | ($ | 14,669 | ) | $ | 14,872 | $ | 39,320 | ($ | 357 | ) | ||||||||
| Adjustments to net income (loss): |
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| Equity in net loss of affiliates |
48 | 50 | 102 | 150 | 50 | |||||||||||||||
| Income tax (benefit) expense |
6,245 | (22,445 | ) | 4,670 | 10,915 | (18,202 | ) | |||||||||||||
| Interest expense, net |
9,715 | 12,345 | 9,628 | 19,343 | 12,151 | |||||||||||||||
| Other ( income) expense, net |
(1,109 | ) | 1,351 | (1,733 | ) | (2,842 | ) | 1,529 | ||||||||||||
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| GAAP – Operating (loss) income |
39,347 | (23,368 | ) | 27,539 | 66,886 | (4,829 | ) | |||||||||||||
| 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 | — | — | 9,125 | |||||||||||||||
| Integration costs |
2,396 | 3,497 | 2,612 | 5,008 | 3,497 | |||||||||||||||
| Contingent consideration fair value adjustment |
— | (1,282 | ) | — | — | (1,282 | ) | |||||||||||||
| Amortization of intangible assets |
11,928 | 9,390 | 12,307 | 24,235 | 11,726 | |||||||||||||||
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| Adjusted operating income |
53,671 | 47,180 | 42,458 | 96,129 | 69,336 | |||||||||||||||
| Depreciation |
13,405 | 11,043 | 13,319 | 26,724 | 18,875 | |||||||||||||||
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| Adjusted EBITDA |
$ | 67,076 | $ | 58,223 | $ | 55,777 | $ | 122,853 | $ | 88,211 | ||||||||||
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| Adjusted operating margin |
19.1 | % | 18.8 | % | 16.1 | % | 17.7 | % | 16.6 | % | ||||||||||
| Adjusted EBITDA – as a % of net sales |
23.9 | % | 23.1 | % | 21.2 | % | 22.6 | % | 21.1 | % | ||||||||||
12
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Earnings per Share
(In thousands, except per share data)
(Unaudited)
| Three months ended | Six months ended | |||||||||||||||||||
| June 27, 2015 |
June 28, 2014 |
March 28, 2015 |
June 27, 2015 |
June 28, 2014 |
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| Net income (loss) |
$ | 24,448 | ($ | 14,669 | ) | $ | 14,872 | $ | 39,320 | ($ | 357 | ) | ||||||||
| Adjustments to net income (loss): |
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| 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 | — | — | 13,288 | |||||||||||||||
| Integration costs |
2,396 | 3,497 | 2,612 | 5,008 | 3,497 | |||||||||||||||
| Contingent consideration fair value adjustment |
— | (1,282 | ) | — | — | (1,282 | ) | |||||||||||||
| Amortization of intangible assets |
11,928 | 9,390 | 12,307 | 24,235 | 11,726 | |||||||||||||||
| Net (gain) loss on impairment or sale of equity investment |
(56 | ) | — | 673 | 617 | — | ||||||||||||||
| Tax effect of adjustments of net income (loss) |
(4,813 | ) | (32,610 | ) | (5,018 | ) | (9,831 | ) | (33,889 | ) | ||||||||||
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| Non-GAAP net income |
$ | 33,903 | $ | 27,432 | $ | 25,446 | $ | 59,349 | $ | 44,082 | ||||||||||
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| Diluted income (loss) per common share |
$ | 0.17 | ($ | 0.11 | ) | $ | 0.11 | $ | 0.28 | $ | 0.00 | |||||||||
| Effect of adjustments to net income (loss) |
0.07 | 0.30 | 0.08 | 0.14 | 0.32 | |||||||||||||||
| Diluted non-GAAP income per common share |
$ | 0.24 | $ | 0.20 | $ | 0.18 | $ | 0.42 | $ | 0.32 | ||||||||||
### END ###
13