$Pistol Pete$
6 years ago
$ENTG Entegris and Versum Materials to Combine in $9 Billion Merger of Equals to Create A Premier Specialty Materials Company
Source: Business Wire
Highly Complementary and Diversified Portfolio – the Most Comprehensive in the Industry
Poised to Take Advantage of Industry Technology Roadmap Through World Class Technological Capabilities
Results in Financial Strength and Flexibility with Pro Forma Sales of Approximately $3 Billion and Adjusted EBITDA of Approximately $1 Billion for Calendar Year 2018
Expected to Generate More Than $75 Million of Annual Cost Synergies within 12 Months Post Close
Entegris and Versum Materials Separately Announce Preliminary Earnings Results; Companies to Host Conference Call Today at 8:00 a.m. ET (6:00 a.m. MT)
Entegris, Inc. (NASDAQ:ENTG), a leader in specialty chemicals and advanced materials solutions for the microelectronics industry, and Versum Materials, Inc. (NYSE:VSM), a leading specialty materials supplier to the semiconductor industry, today announced that they have agreed to combine in a merger of equals. The combined company will be a premier specialty materials company for the semiconductor and other high-tech industries.
Under the terms of the agreement, which was unanimously approved by the Boards of Directors of both companies, Versum Materials stockholders will receive 1.120 shares of Entegris for each existing Versum Materials share. Upon completion of the merger, Entegris stockholders will own 52.5 percent and Versum Materials stockholders will own 47.5 percent of the combined company1. The combined company will have a pro forma enterprise value of approximately $9 billion, based on the closing prices of Entegris and Versum Materials on January 25, 2019, and approximately $3 billion in revenue and approximately $1 billion in Adjusted EBITDA on a pro forma basis for calendar year 20182.
The combined company will retain the Entegris name and will be headquartered in Billerica, Massachusetts, and will maintain a strong operational presence in Tempe, Arizona.
Upon closing of the transaction, Entegris CEO Bertrand Loy will serve as Chief Executive Officer, Entegris CFO Greg Graves will serve as Chief Financial Officer, and Versum Materials General Counsel Michael Valente will serve as General Counsel of the combined company, supported by a highly experienced and proven leadership team that reflects the strengths and capabilities of both companies.
The combined company’s Board of Directors will have nine members, consisting of four directors from the existing Versum Materials board, including Seifi Ghasemi, Chairman of the Versum Materials Board, who will serve as Chairman of the Board of the combined company, and five directors from the existing Entegris Board, including Bertrand Loy.
Entegris President and Chief Executive Officer, Bertrand Loy said, “We are excited to combine with Versum Materials to create a premier specialty materials company for the semiconductor and other high-tech industries. The combined company will be ideally positioned to more effectively help our customers achieve higher yields and new levels of performance and reliability, and together, we will be well positioned to take advantage of long-term secular semiconductor growth, and to tackle new industry process challenges. I have great respect for the Versum Materials team and look forward to joining forces as we embark on this next chapter and create new value for our stockholders, employees and customers.”
Versum Materials President and Chief Executive Officer, Guillermo Novo said, “We could not ask for a better partner in Entegris. This merger will create greater benefits and growth opportunities than either company could have achieved on its own. It dramatically accelerates our goal of portfolio diversification – creating an end-to-end materials solutions provider across the entire semiconductor manufacturing process. With enhanced global scale and world class technical expertise, we’ll be poised to drive further innovation and support investments across our technology, infrastructure, and additional capabilities – enabling us both to better serve our customers and provide expanded opportunities for our employees.”
Compelling Strategic and Financial Benefits of the Merger
Enhanced product breadth and depth: Entegris and Versum Materials have highly complementary portfolios that combined will bring customers enhanced technical capabilities. This merger will create the world’s first comprehensive and effective end-to-end materials solutions provider across the entire semiconductor manufacturing process. The combined company is expected to have a full suite of diversified product offerings including Advanced Materials, Specialty Gases, Microcontamination Control, Advanced Materials Handling, and Delivery Systems and Services.
World class technology: The combined company’s world class technology and R&D capabilities will better enable it to:
Address customers’ evolving needs for new materials as device architectures become more complex;
Capitalize on the increasing demand for purity and help drive improved yield; and
Accelerate the development and time to market of new technologies that align with the industry technology roadmap.
Global scale and operational excellence: A much broader, global scale will enable the combined company to reach additional customer touch points, and have increased relevance in key geographies. By combining its extensive global manufacturing network, the company will be able to improve delivery times and drive new levels of operational efficiencies and excellence.
Increased financial strength and flexibility: The combined company will have approximately $3 billion in revenue and approximately $1 billion in Adjusted EBITDA on a pro forma basis for calendar year 20183. It will be well capitalized with a strong balance sheet and a pro forma net leverage ratio of 1.1x4. In addition, it will have flexibility to invest, make acquisitions, and return capital to stockholders, while enjoying greater earnings stability and margin growth potential.
Significant stockholder value creation: The combination is expected to generate more than $75 million of annual cost synergies in manufacturing, logistics, procurement and SG&A rationalization within 12 months post close. In addition, the combined company is expected to realize significant revenue growth synergies from cross-selling opportunities, with further potential upside from capex and revenue synergies.
Timing and Approvals
The transaction is expected to close in the second half of 2019, subject to the satisfaction of customary closing conditions, including receipt of U.S. and international regulatory approvals, and approval by the stockholders of each company.
Advisors
Morgan Stanley & Co. LLC is serving as exclusive financial advisor to Entegris and Wachtell, Lipton, Rosen & Katz is serving as legal counsel. Lazard is serving as exclusive financial advisor to Versum Materials and Simpson Thacher & Bartlett LLP is serving as legal counsel.
Joint Conference Call and Webcast Information
A joint conference call and webcast will be held today at 8:00 a.m. ET (6:00 a.m. MT) to discuss this announcement. The conference call can be accessed by dialing (866) 610-1072 within the U.S. and (973) 935-2840 for all other locations. The live webcast, along with the related presentation, will be available to interested parties via Entegris’ IR website at http://investor.entegris.com/investor-relations and Versum Materials’ IR website at http://investors.versummaterials.com, as well as through the joint transaction website at www.entegris-versummaterials.com. A replay of the webcast will be available following the call. To access the replay, please dial (800) 585-8367 within the U.S. or (404) 537-3406 for all other locations. The Conference ID for the conference call and replay is 4264678.
Entegris Fourth Quarter and Full Year 2018 Preliminary Earnings Results and Versum Materials First Quarter 2019 Preliminary Earnings Results
In separate releases issued today, Entegris announced its preliminary financial results for the fourth quarter and full year of 2018 and Versum Materials announced its preliminary financial results for the first quarter of 2019.
For additional information on the transaction, please visit the joint transaction website at www.entegris-versummaterials.com.
About Entegris
Entegris is a leader in specialty chemicals and advanced materials solutions for the microelectronics industry 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.
About Versum Materials
Versum Materials, Inc. (NYSE:VSM) is a leading global specialty materials company providing high-purity chemicals and gases, delivery systems, services and materials expertise to meet the evolving needs of the global semiconductor and display industries. Derived from the Latin word for "toward," the name "Versum" communicates the company's deep commitment to helping customers move toward the future by collaborating, innovating and creating cutting-edge solutions.
A global leader in technology, quality, safety and reliability, Versum Materials is one of the world's leading suppliers of next-generation CMP slurries, ultra-thin dielectric and metal film precursors, formulated cleans and etching products, and delivery equipment that has revolutionized the semiconductor industry. Versum Materials reported fiscal year 2018 annual sales of about U.S. $1.4 billion, has approximately 2,300 employees and operates 14 major facilities in Asia and the North America. It is headquartered in Tempe, Arizona. Versum Materials had operated for more than three decades as a division of Air Products and Chemicals, Inc. (NYSE:APD).
For additional information, please visit http://www.versummaterials.com.
Forward Looking Statements
This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1993, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. Where a forward-looking statement expresses or implies an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. The words “believe” “continue,” “could,” “expect,” “anticipate,” “intends,” “estimate,” “forecast,” “project,” “should,” “may,” “will,” “would” or the negative thereof and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond Entegris’ and Versum Materials’ control. Statements in this communication regarding Entegris, Versum Materials and the combined company that are forward-looking, including projections as to the anticipated benefits of the proposed transaction, the impact of the proposed transaction on Entegris’ and Versum Materials’ business and future financial and operating results, the amount and timing of synergies from the proposed transaction, and the closing date for the proposed transaction, are based on management’s estimates, assumptions and projections, and are subject to significant uncertainties and other factors, many of which are beyond Entegris’ and Versum Materials’ control. These factors and risks include, but are not limited to, (i) weakening of global and/or regional economic conditions, generally or specifically in the semiconductor industry, which could decrease the demand for Entegris’ and Versum Materials’ products and solutions; (ii) the ability to meet rapid demand shifts; (iii) the ability to continue technological innovation and introduce new products to meet customers’ rapidly changing requirements; (iv) the concentrated customer base; (v) the ability to identify, effect and integrate acquisitions, joint ventures or other transactions; (vi) the ability to protect and enforce intellectual property rights; (vii) operational, political and legal risks of Entegris’ and Versum Materials’ international operations; (viii) Entegris’ dependence on sole source and limited source suppliers; (ix) the increasing complexity of certain manufacturing processes; (x) raw material shortages and price increases; (xi) changes in government regulations of the countries in which Entegris and Versum Materials operate; (xii) the fluctuation of currency exchange rates; (xiii) fluctuations in the market price of Entegris’ stock; (xiv) the level of, and obligations associated with, Entegris’ and Versum Materials’ indebtedness; and (xv) other risk factors and additional information. In addition, material risks that could cause actual results to differ from forward-looking statements include: the inherent uncertainty associated with financial or other projections; the prompt and effective integration of Entegris’ businesses and the ability to achieve the anticipated synergies and value-creation contemplated by the proposed transaction; the risk associated with Entegris’ and Versum Materials’ ability to obtain the approval of the proposed transaction by their shareholders required to consummate the proposed transaction and the timing of the closing of the proposed transaction, including the risk that the conditions to the transaction are not satisfied on a timely basis or at all and the failure of the transaction to close for any other reason; the risk that a consent or authorization that may be required for the proposed transaction is not obtained or is obtained subject to conditions that are not anticipated; unanticipated difficulties or expenditures relating to the transaction, the response of business partners and retention as a result of the announcement and pendency of the transaction; and the diversion of management time on transaction-related issues. For a more detailed discussion of such risks and other factors, see Entegris’ and Versum Materials’ filings with the Securities and Exchange Commission, including under the heading “Risks Factors” in Item 1A of Entegris’ Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed on February 15, 2018, and Versum Materials’ Annual Report on Form 10-K for the fiscal year ended September 30, 2018, filed on November 21, 2018 and in other periodic filings, available on the SEC website or www.entegris.com or www.versummaterials.com. Entegris and Versum Materials’ assume no obligation to update any forward-looking statements or information, which speak as of their respective dates, to reflect events or circumstances after the date of this communication, or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws. Investors should not assume that any lack of update to a previously issued “forward-looking statement” constitutes a reaffirmation of that statement.
Additional Information about the Merger and Where to Find It
This communication does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval. This communication relates to a proposed business combination between Entegris and Versum Materials. In connection with the proposed transaction, Entegris intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 that will include a joint proxy statement of Entegris and Versum Materials that also constitutes a prospectus of Entegris. Each of Entegris and Versum Materials also plan to file other relevant documents with the SEC regarding the proposed transaction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended. Any definitive joint proxy statement/prospectus (if and when available) will be mailed to stockholders of Entegris and Versum Materials. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents containing important information about Entegris and Versum Materials, once such documents are filed with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Entegris will be available free of charge on Entegris’ website at http://www.entegris.com or by contacting Entegris’ Investor Relations Department by email at irelations@entegris.com or by phone at 978-436-6500. Copies of the documents filed with the SEC by Versum Materials will be available free of charge on Versum Materials’ website at investors.versummaterials.com or by phone at 484-275-5907.
Participants in the Solicitation
Entegris, Versum Materials and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of Entegris is set forth in Entegris’ proxy statement for its 2018 annual meeting of shareholders, which was filed with the SEC on March 28, 2018, and Entegris’ Annual Report on Form 10-K for the fiscal year ended December 31, 2017, which was filed with the SEC on February 15, 2018. Information about the directors and executive officers of Versum Materials is set forth in its proxy statement for its 2019 annual meeting of shareholders, which was filed with the SEC on December 20, 2018, and Versum Materials’ Annual Report on Form 10-K for the fiscal year ended September 30, 2018, which was filed with the SEC on November 21, 2018. Other information regarding the participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials to be filed with the SEC regarding the proposed transaction when such materials become available. Investors should read the joint proxy statement/prospectus carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Entegris or Versum Materials using the sources indicated above.
1 Ownership based on fully diluted shares outstanding including exercisable options only.
2 Revenue and Adjusted EBITDA LTM as of December 31, 2018; Adjusted EBITDA inclusive of expected synergies of $75 million.
3 Revenue and Adjusted EBITDA LTM as of December 31, 2018; Adjusted EBITDA inclusive of expected synergies of $75 million.
4 Net debt as of December 31, 2018 and EBITDA LTM as of December 31, 2018; EBITDA inclusive of expected synergies.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190128005253/en/
Entegris Contacts
Bill Seymour
VP of Investor Relations
952-556-1844
bill.seymour@entegris.com
Or
Michael Freitag / Kelly Sullivan
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
Versum Materials Contacts
Soohwan Kim, CFA
Head of Investor Relations
602-282-0957
Soohwan.Kim@versummaterials.com
Tiffany Elle
Global Communications
480-282-6475
Tiffany.Elle@versummaterials.com
Or
Meghan Gavigan / Emily Claffey / Julie Rudnick
Sard Verbinnen & Co
212-687-8080
starbuxsux
11 years ago
Entegris Reports Financial Results for Third Quarter of Fiscal 2013
6:55 AM ET 10/22/13 | GlobeNewswire
-- Revenue of $164.6 million, down 7 percent sequentially
-- GAAP net income of $17.8 million, or $0.13 per share; Non-GAAP net income of $18.9 million, or $0.14 per share
-- Operating margin of 14.5 percent; Adjusted operating margin of 14.8 percent
-- Net cash generated from operations of $32.4 million
Entegris, Inc. (Nasdaq:ENTG) today reported its financial results for the Company's third quarter ended September 28, 2013.
The Company recorded third-quarter sales of $164.6 million, a decline of 7 percent sequentially, and an 11 percent decline from the prior year third quarter. Third-quarter operating margin was 14.5 percent, with an adjusted operating margin of 14.8 percent, excluding amortization of intangible assets of $2.3 million and a contingent consideration fair value adjustment of $1.8 million. Net income for the third quarter was $17.8 million, or $0.13 per share. Non-GAAP earnings per share of $0.14 in the third quarter of 2013 compared to $0.15 in the second quarter of 2013 and $0.16 in the third quarter of 2012. A reconciliation table of GAAP to non-GAAP earnings per share and operating margin is contained in this press release.
For the first nine months of fiscal 2013, sales were $507.2 million, down 7 percent from the first nine months of 2012. Net income for the first nine months of 2013 was $54.0 million, or $0.39 per share, compared to $57.6 million, or $0.42 per share, for the same period a year ago. Non-GAAP earnings per share for the first nine months of 2013 were $0.42 per share versus $0.46 per share a year ago.
Bertrand Loy, president and chief executive officer, said: "After a strong second quarter, our third quarter sales declined as we expected. The results reflect a mixed industry picture, as pockets of intensified technology spending by some semi makers were in contrast with slowing industry production rates for some high-end devices. Even so, order trends for our products were favorable through the end of the quarter and point to higher revenues in the fourth quarter."
"Despite the low revenue levels for the third quarter, I was pleased with the operating results. We reduced our operating expenses even as we increased our investment in R&D as planned to further the development of a variety of contamination control solutions for customers' advanced processes. Cash flow was strong as we generated $32 million of cash from operations," said Loy.
For the fiscal fourth quarter ending December 31, 2013, the Company expects sales to be approximately $165 million to $175 million, and EPS to range between $0.10 and $0.12 per share. On a non-GAAP basis, EPS is expected to range from $0.11 to $0.13 per share, which reflects net income on a non-GAAP basis in the range of $15 million to $18 million, which is adjusted for expected amortization expense of $2.3 million or $0.01 per share.
Third-Quarter Results Conference Call Details
Entegris will hold a conference call to discuss its results for the third quarter on Tuesday, October 22, 2013, at 10:00 a.m. Eastern Time. Participants should dial 719-325-2454 or toll-free 888-572-7034, referencing confirmation code 5517160. 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 October 22 at 1:00 p.m. (ET) until December 5, 2013. The replay can be accessed by using passcode 5517160 after dialing 719-457-0820 or 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.
Please also refer to Management's slide presentation concerning third quarter results which will be referred to during the call. This presentation will be posted on the investor relations section of www.entegris.com Tuesday morning before the call.
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-technology 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 Company's 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," "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, 2012, 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.
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Entegris, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (In thousands, except per share data) (Unaudited) Three months ended September 28, September 29, June 29, 2013 2012 2013 Net sales $164,585 $184,449 $177,544 Cost of sales 94,453 102,517 99,974 Gross profit 70,132 81,932 77,570 Selling, general and administrative expenses 31,746 39,095 35,397 Engineering, research and development expenses 13,947 13,314 13,427 Amortization of intangible assets 2,343 2,389 2,359 Contingent consideration fair value adjustment (1,813) -- -- Operating income 23,909 27,134 26,387 Other expense (income), net 963 1,441 (910) Income before income taxes 22,946 25,693 27,297 Income tax expense 5,139 7,656 7,516 Net income $17,807 $18,037 $19,781 Basic net income per common share: $0.13 $0.13 $0.14 Diluted net income per common share: $0.13 $0.13 $0.14 Weighted average shares outstanding: Basic 138,904 137,453 139,255 Diluted 139,482 138,499 139,751
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Entegris, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (In thousands, except per share data) (Unaudited) Nine months ended September 28, September 29, 2013 2012 Net sales $507,199 $548,085 Cost of sales 292,369 307,163 Gross profit 214,830 240,922 Selling, general and administrative expenses 99,564 110,132 Engineering, research and development expenses 39,547 38,029 Amortization of intangible assets 6,989 7,259 Contingent consideration fair value adjustment (1,813) -- Operating income 70,543 85,502 Other (income) expense, net (1,295) 636 Income before income taxes 71,838 84,866 Income tax expense 17,853 27,300 Equity in net income of affiliates -- (3) Net income $53,985 $57,569 Basic net income per common share: $0.39 $0.42 Diluted net income per common share: $0.39 $0.42 Weighted average shares outstanding: Basic 139,061 137,119 Diluted 139,688 138,247
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Entegris, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (In thousands) (Unaudited) September 28, December 31, 2013 2012 ASSETS Cash and cash equivalents $358,782 $330,419 Short-term investments -- 19,995 Accounts receivable, net 106,757 94,016 Inventories 97,426 99,144 Deferred tax assets, deferred tax charges and refundable income taxes 13,063 20,201 Other current assets and assets held for sale 9,878 15,549 Total current assets 585,906 579,324 Property, plant and equipment, net 179,178 157,021 Intangible assets 45,819 47,207 Deferred tax assets - non-current 15,833 17,167 Other assets 20,923 10,825 Total assets $847,659 $811,544 LIABILITIES AND EQUITY Accounts payable $37,094 $36,341 Accrued liabilities 48,710 51,263 Income tax payable and deferred tax liabilities 6,733 5,659 Total current liabilities 92,537 93,263 Other liabilities 21,036 23,482 Shareholders' equity 734,086 694,799 Total liabilities and shareholders' equity $847,659 $811,544
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Entegris, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Three months ended Nine months ended September 28, 2013 September 29, 2012 September 28, 2013 September 29, 2012 Operating activities: Net income $17,807 $18,037 $53,985 $57,569 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 7,205 7,349 21,812 20,862 Amortization 2,343 2,389 6,989 7,259 Stock-based compensation expense 2,090 4,096 5,859 8,030 Other 1,388 (861) 4,148 515 Changes in operating assets and liabilities: Trade accounts and notes receivable 2,763 6,045 (16,722) (4,290) Inventories 580 1,374 (2,555) (9,623) Accounts payable and accrued liabilities 4,389 784 (970) 1,528 Income taxes payable and refundable income taxes (2,285) (3,225) 5,239 (546) Other (3,842) (2,673) (3,092) (4,483) Net cash provided by operating activities 32,438 33,315 74,693 76,821 Investing activities: Acquisition of property and equipment (14,899) (8,999) (49,030) (39,116) Acquisition of business, net of cash acquired -- -- (13,358) (2,961) Proceeds from maturities of short-term investments -- -- 20,000 -- Other 141 (7,995) 6,688 (7,812) Net cash used in investing activities (14,758) (16,994) (35,700) (49,889) Financing activities: Issuance of common stock 345 495 6,667 4,689 Repurchase and retirement of common stock (5,444) -- (14,826) (427) Other 184 509 1,125 1,336 Net cash (used in) provided by financing activities (4,915) 1,004 (7,034) 5,598 Effect of exchange rate changes on cash 2,606 3,640 (3,596) 1,707 Increase in cash and cash equivalents 15,371 20,965 28,363 34,237 Cash and cash equivalents at beginning of period 343,411 286,865 330,419 273,593 Cash and cash equivalents at end of period $358,782 $307,830 $358,782 $307,830
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Entegris, Inc. and Subsidiaries Segment Information (In thousands) (Unaudited) Three months ended Nine months ended Net sales September September June 29, September September 28, 2013 29, 2012 2013 28, 2013 29, 2012 Contamination Control Solutions $105,150 $112,876 $114,634 $323,745 $351,572 Microenvironments 42,520 54,421 45,869 132,521 139,691 Specialty Materials 16,915 17,152 17,041 50,933 56,822 Total net sales $164,585 $184,449 $177,544 $507,199 $548,085 Three months ended Nine months ended Segment profit September September June 29, September September 28, 2013 29, 2012 2013 28, 2013 29, 2012 Contamination Control Solutions $25,044 $27,166 $28,581 $75,703 $93,917 Microenvironments 8,635 16,771 9,364 27,324 30,823 Specialty Materials 2,001 2,112 1,900 6,117 11,184 Total segment profit 35,680 46,049 39,845 109,144 135,924 Amortization of intangibles (2,343) (2,389) (2,359) (6,989) (7,259) Contingent consideration fair value adjustment 1,813 -- -- 1,813 -- Unallocated expenses (11,241) (16,526) (11,099) (33,425) (43,163) Total operating income $23,909 $27,134 $26,387 $70,543 $85,502
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Entegris, Inc. and Subsidiaries Reconciliation of GAAP to Adjusted Operating Income and Adjusted EBITDA (In thousands) (Unaudited) Three months ended Nine months ended September September June 29, September September 28, 2013 29, 2012 2013 28, 2013 29, 2012 Net sales $164,585 $184,449 $177,544 $507,199 $548,085 Net income $17,807 $18,037 $19,781 $53,985 $57,569 Adjustments to net income: Equity in net income of affiliates -- -- -- -- (3) Income tax expense 5,139 7,656 7,516 17,853 27,300 Other expense (income), net 963 1,441 (910) (1,295) 636 GAAP - Operating income 23,909 27,134 26,387 70,543 85,502 Amortization of intangible assets 2,343 2,389 2,359 6,989 7,259 Contingent consideration fair value adjustment (1,813) -- -- (1,813) -- Charge associated with CEO succession and transition plan -- 3,928 -- -- 3,928 Adjusted operating income 24,439 33,451 28,746 75,719 96,689 Depreciation 7,205 7,349 7,311 21,812 20,862 Adjusted EBITDA $31,644 $40,800 $36,057 $97,531 $117,551 Adjusted operating margin 14.8% 18.1% 16.2% 14.9% 17.6% Adjusted EBITDA - as a % of net sales 19.2% 22.1% 20.3% 19.2% 21.4%
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Entegris, Inc. and Subsidiaries Reconciliation of GAAP to Non-GAAP Earnings per Share (In thousands) (Unaudited) Three months ended Nine months ended September September June 29, 2013 September September 28, 2013 29, 2012 28, 2013 29, 2012 GAAP net income $17,807 $18,037 $19,781 $53,985 $57,569 Adjustments to net income: Amortization of intangible assets 2,343 2,389 2,359 6,989 7,259 Charge associated with CEO succession and transition plan -- 3,928 -- -- 3,928 Gain associated with equity investments -- -- -- -- (1,522) Contingent consideration fair value adjustment (1,813) -- -- (1,813) -- Reclassification of cumulative translation adjustment associated with liquidated subsidiary 739 -- -- 739 -- Tax effect of adjustments to net income (190) (2,301) (851) (1,865) (3,802) Non-GAAP net income $18,886 $22,053 $21,289 $58,035 $63,432 Diluted earnings per common share $0.13 $0.13 $0.14 $0.39 $0.42 Effect of adjustments to net income $0.01 $0.03 $0.01 $0.03 $0.04 Diluted non-GAAP earnings per common share $0.14 $0.16 $0.15 $0.42 $0.46
CONTACT: Steven Cantor
VP of Corporate Relations
T +1 978 436 6750
irelations@entegris.com
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starbuxsux
12 years ago
Entegris Reports First-Quarter Sales of $165 Million | GlobeNewswire
Entegris, Inc. (Nasdaq:ENTG) today reported its financial results for the Company's first quarter ended March 30, 2013.
The Company recorded first-quarter sales of $165.1 million, which compared to $167.8 million in the fourth quarter of 2012 and $175.4 million in the first quarter a year ago. First-quarter operating margin was 12.3 percent, with adjusted operating margin of 13.7 percent, excluding amortization of intangible assets of $2.3 million. Net income for the first quarter was $16.4 million, or $0.12 per share. Non-GAAP earnings per share of $0.13 in the first quarter of 2013 compared to $0.09 in the fourth quarter of 2012 and $0.14 in the first quarter of 2012. A reconciliation table of GAAP to non-GAAP earnings per share and operating margin is contained in this press release.
Bertrand Loy, president and chief executive officer, said: "The first-quarter sales trends were consistent with our expectations. Sales declined modestly from the fourth quarter reflecting the seasonally soft semiconductor production in Asia and weakness in PC-related semiconductor demand, as well as a negative impact from foreign currency. Sales of our Contamination Control Solutions products declined 6 percent sequentially; sales of Microenvironment products grew 3 percent, and sales of Specialty Materials products were up 14 percent.
"On an operating basis, we executed well. We achieved an adjusted operating margin of 13.7 percent due to an improved gross margin and tight control of operating expenses."
For the fiscal second quarter ending June 30, 2013, the Company expects sales to be flat to up five percent sequentially, or approximately $165 million to $173 million, and EPS to range between $0.09 to $0.11 per share. On a non-GAAP basis, EPS is expected to range from $0.10 to $0.12 per share, which reflects net income on a non-GAAP basis in the range of $14 million to $17 million, which is adjusted for expected amortization expense of $2.6 million or $0.01 per share.
First-Quarter Results Conference Call Details
Entegris will hold a conference call to discuss its results for the first quarter on Tuesday, April 23, 2013, at 10:00 a.m. Eastern Time. Participants should dial 719-325-2402 or toll-free 888-510-1765, referencing confirmation code 6780614. 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 April 23 at 1:00 p.m. (ET) until June 6, 2013. The replay can be accessed by using passcode 6780614 after dialing 719-457-0820 or 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 a wide range of products for purifying, protecting and transporting critical materials used in processing and manufacturing in the semiconductor and other high-technology 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 Company's 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," "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, 2012, 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.
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Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
Three Months Ended
March 30, March 31, December 31,
2013 2012 2012
Net sales $165,070 $175,403 $167,818
Cost of sales 97,942 99,159 101,357
Gross profit 67,128 76,244 66,461
Selling, general and administrative expenses 32,421 35,048 37,273
Engineering, research and development expenses 12,173 11,989 12,911
Amortization of intangible assets 2,287 2,450 2,335
Operating income 20,247 26,757 13,942
Other income, net (1,348) (164) (895)
Income before income taxes and equity in affiliates 21,595 26,921 14,837
Income tax expense 5,198 9,065 3,581
Equity in net income of affiliates -- (3) --
Net income $16,397 $17,859 $11,256
Basic net income per common share: $0.12 $0.13 $0.08
Diluted net income per common share: $0.12 $0.13 $0.08
Weighted average shares outstanding:
Basic 139,025 136,603 137,867
Diluted 139,831 138,046 138,907
Entegris, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (In thousands, except per share data) (Unaudited) Three Months Ended March 30, March 31, December 31, 2013 2012 2012 Net sales $165,070 $175,403 $167,818 Cost of sales 97,942 99,159 101,357 Gross profit 67,128 76,244 66,461 Selling, general and administrative expenses 32,421 35,048 37,273 Engineering, research and development expenses 12,173 11,989 12,911 Amortization of intangible assets 2,287 2,450 2,335 Operating income 20,247 26,757 13,942 Other income, net (1,348) (164) (895) Income before income taxes and equity in affiliates 21,595 26,921 14,837 Income tax expense 5,198 9,065 3,581 Equity in net income of affiliates -- (3) -- Net income $16,397 $17,859 $11,256 Basic net income per common share: $0.12 $0.13 $0.08 Diluted net income per common share: $0.12 $0.13 $0.08 Weighted average shares outstanding: Basic 139,025 136,603 137,867 Diluted 139,831 138,046 138,907
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Entegris, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
March 30, 2013 December 31, 2012
ASSETS
Cash and cash equivalents $338,846 $330,419
Short-term investments -- 19,995
Accounts receivable, net 103,573 94,016
Inventories 100,246 99,144
Deferred tax assets, deferred tax charges and refundable income taxes 13,570 20,201
Other current assets and assets held for sale 13,503 15,549
Total current assets 569,738 579,324
Property, plant and equipment, net 164,585 157,021
Intangible assets 44,791 47,207
Deferred tax assets - non-current 16,904 17,167
Other assets 9,831 10,825
Total assets $805,849 $811,544
Accounts payable $38,588 $36,341
Accrued liabilities 41,473 51,263
Income tax payable and deferred tax liabilities 1,906 5,659
Total current liabilities 81,967 93,263
Other liabilities 20,715 23,482
Shareholders' equity 703,167 694,799
Total liabilities and shareholders' equity $805,849 $811,544
Entegris, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (In thousands) (Unaudited) March 30, 2013 December 31, 2012 ASSETS Cash and cash equivalents $338,846 $330,419 Short-term investments -- 19,995 Accounts receivable, net 103,573 94,016 Inventories 100,246 99,144 Deferred tax assets, deferred tax charges and refundable income taxes 13,570 20,201 Other current assets and assets held for sale 13,503 15,549 Total current assets 569,738 579,324 Property, plant and equipment, net 164,585 157,021 Intangible assets 44,791 47,207 Deferred tax assets - non-current 16,904 17,167 Other assets 9,831 10,825 Total assets $805,849 $811,544 Accounts payable $38,588 $36,341 Accrued liabilities 41,473 51,263 Income tax payable and deferred tax liabilities 1,906 5,659 Total current liabilities 81,967 93,263 Other liabilities 20,715 23,482 Shareholders' equity 703,167 694,799 Total liabilities and shareholders' equity $805,849 $811,544
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Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
Three Months Ended
March 30, 2013 March 31, 2012
Operating activities:
Net income $16,397 $17,859
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 7,296 6,487
Amortization 2,287 2,450
Stock-based compensation expense 1,688 1,763
Other 2,043 2,161
Changes in operating assets and liabilities:
Trade accounts and notes receivable (12,893) (12,811)
Inventories (3,758) (7,506)
Accounts payable and accrued liabilities (7,015) (279)
Income taxes payable and refundable income taxes 318 (4,678)
Other 1,072 (5,072)
Net cash provided by operating activities 7,435 374
Investing activities:
Acquisition of property and equipment (16,140) (10,605)
Proceeds from maturities of short-term investments 20,000 --
Other 12 3
Net cash provided by (used in) investing activities 3,872 (10,602)
Financing activities:
Issuance of common stock 4,873 3,336
Repurchase and retirement of common stock (3,777) --
Other 741 290
Net cash provided by financing activities 1,837 3,626
Effect of exchange rate changes on cash (4,717) (60)
Increase(decrease) in cash and cash equivalents 8,427 (6,662)
Cash and cash equivalents at beginning of period 330,419 273,593
Cash and cash equivalents at end of period $338,846 $266,931
Entegris, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (In thousands) (Unaudited) Three Months Ended March 30, 2013 March 31, 2012 Operating activities: Net income $16,397 $17,859 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 7,296 6,487 Amortization 2,287 2,450 Stock-based compensation expense 1,688 1,763 Other 2,043 2,161 Changes in operating assets and liabilities: Trade accounts and notes receivable (12,893) (12,811) Inventories (3,758) (7,506) Accounts payable and accrued liabilities (7,015) (279) Income taxes payable and refundable income taxes 318 (4,678) Other 1,072 (5,072) Net cash provided by operating activities 7,435 374 Investing activities: Acquisition of property and equipment (16,140) (10,605) Proceeds from maturities of short-term investments 20,000 -- Other 12 3 Net cash provided by (used in) investing activities 3,872 (10,602) Financing activities: Issuance of common stock 4,873 3,336 Repurchase and retirement of common stock (3,777) -- Other 741 290 Net cash provided by financing activities 1,837 3,626 Effect of exchange rate changes on cash (4,717) (60) Increase(decrease) in cash and cash equivalents 8,427 (6,662) Cash and cash equivalents at beginning of period 330,419 273,593 Cash and cash equivalents at end of period $338,846 $266,931
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Entegris, Inc. and Subsidiaries
Segment Information
(In thousands)
(Unaudited)
Three Months Ended
Net sales March 30, March 31, December 31,
2013 2012 2012
Contamination Control Solutions $103,961 $115,552 $110,266
Microenvironments 44,132 40,705 42,684
Specialty Materials 16,977 19,146 14,868
Total net sales $165,070 $175,403 $167,818
Three Months Ended
Segment profit March 30, March 31, December 31,
2013 2012 2012
Contamination Control Solutions $22,078 $32,069 $22,438
Microenvironments 9,325 5,528 6,401
Specialty Materials 2,216 4,668 1,046
Total segment profit 33,619 42,265 29,885
Amortization of intangibles (2,287) (2,450) (2,335)
Unallocated expenses (11,085) (13,058) (13,608)
Total operating income $20,247 $26,757 $13,942
Entegris, Inc. and Subsidiaries Segment Information (In thousands) (Unaudited) Three Months Ended Net sales March 30, March 31, December 31, 2013 2012 2012 Contamination Control Solutions $103,961 $115,552 $110,266 Microenvironments 44,132 40,705 42,684 Specialty Materials 16,977 19,146 14,868 Total net sales $165,070 $175,403 $167,818 Three Months Ended Segment profit March 30, March 31, December 31, 2013 2012 2012 Contamination Control Solutions $22,078 $32,069 $22,438 Microenvironments 9,325 5,528 6,401 Specialty Materials 2,216 4,668 1,046 Total segment profit 33,619 42,265 29,885 Amortization of intangibles (2,287) (2,450) (2,335) Unallocated expenses (11,085) (13,058) (13,608) Total operating income $20,247 $26,757 $13,942
View data
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP to Adjusted Operating Income and Adjusted EBITDA
(In thousands)
(Unaudited)
Three Months Ended
March 30, March 31, December 31,
2013 2012 2012
Net sales $165,070 $175,403 $167,818
Net income $16,397 $17,859 $11,256
Adjustments to net income:
Equity in net income of affiliates -- (3) --
Income tax expense 5,198 9,065 3,581
Other income, net (1,348) (164) (895)
GAAP - Operating income 20,247 26,757 13,942
Amortization of intangible assets 2,287 2,450 2,335
Adjusted operating income 22,534 29,207 16,277
Depreciation 7,296 6,487 7,151
Adjusted EBITDA $29,830 $35,694 $23,428
Adjusted operating margin 13.7% 16.7% 9.7%
Adjusted EBITDA - as a % of net sales 18.1% 20.3% 14.0%
Entegris, Inc. and Subsidiaries Reconciliation of GAAP to Adjusted Operating Income and Adjusted EBITDA (In thousands) (Unaudited) Three Months Ended March 30, March 31, December 31, 2013 2012 2012 Net sales $165,070 $175,403 $167,818 Net income $16,397 $17,859 $11,256 Adjustments to net income: Equity in net income of affiliates -- (3) -- Income tax expense 5,198 9,065 3,581 Other income, net (1,348) (164) (895) GAAP - Operating income 20,247 26,757 13,942 Amortization of intangible assets 2,287 2,450 2,335 Adjusted operating income 22,534 29,207 16,277 Depreciation 7,296 6,487 7,151 Adjusted EBITDA $29,830 $35,694 $23,428 Adjusted operating margin 13.7% 16.7% 9.7% Adjusted EBITDA - as a % of net sales 18.1% 20.3% 14.0%
View data
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Earnings per Share
(In thousands)
(Unaudited)
Three Months Ended
March 30, March 31, December 31,
2013 2012 2012
GAAP net income $16,397 $17,859 $11,256
Adjustments to net income:
Amortization of intangible assets 2,287 2,450 2,335
Tax effect of adjustments to net income (824) (885) (841)
Non-GAAP net income $17,860 $19,424 $12,750
Diluted earnings per common share: $0.12 $0.13 $0.08
Effect of adjustments to net income $0.01 $0.01 $0.01
Diluted non-GAAP earnings per common share: $0.13 $0.14 $0.09
Entegris, Inc. and Subsidiaries Reconciliation of GAAP to Non-GAAP Earnings per Share (In thousands) (Unaudited) Three Months Ended March 30, March 31, December 31, 2013 2012 2012 GAAP net income $16,397 $17,859 $11,256 Adjustments to net income: Amortization of intangible assets 2,287 2,450 2,335 Tax effect of adjustments to net income (824) (885) (841) Non-GAAP net income $17,860 $19,424 $12,750 Diluted earnings per common share: $0.12 $0.13 $0.08 Effect of adjustments to net income $0.01 $0.01 $0.01 Diluted non-GAAP earnings per common share: $0.13 $0.14 $0.09
CONTACT: Steven Cantor
VP of Corporate Relations
T +1 978 436 6750
irelations@entegris.com
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