Exhibit 99.1
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
| | | | | | | | | | | | |
| | Three Months Ended | |
| | December 31, 2013 | | | September 28, 2013 | | | December 31, 2012 | |
Net sales | | $ | 186,260 | | | $ | 164,585 | | | $ | 167,818 | |
Cost of sales | | | 106,876 | | | | 94,453 | | | | 101,357 | |
| | | | | | | | | | | | |
Gross profit | | | 79,384 | | | | 70,132 | | | | 66,461 | |
Selling, general and administrative expenses | | | 37,559 | | | | 31,746 | | | | 37,273 | |
Engineering, research and development expenses | | | 15,773 | | | | 13,947 | | | | 12,911 | |
Amortization of intangible assets | | | 2,358 | | | | 2,343 | | | | 2,335 | |
Contingent consideration fair value adjustment | | | — | | | | (1,813 | ) | | | — | |
| | | | | | | | | | | | |
Operating income | | | 23,694 | | | | 23,909 | | | | 13,942 | |
Other (income) expense, net | | | (663 | ) | | | 963 | | | | (895 | ) |
| | | | | | | | | | | | |
Income before income taxes | | | 24,357 | | | | 22,946 | | | | 14,837 | |
Income tax expense | | | 3,816 | | | | 5,139 | | | | 3,581 | |
| | | | | | | | | | | | |
Net income | | $ | 20,541 | | | $ | 17,807 | | | $ | 11,256 | |
| | | | | | | | | | | | |
| | | |
Basic net income per common share: | | $ | 0.15 | | | $ | 0.13 | | | $ | 0.08 | |
Diluted net income per common share: | | $ | 0.15 | | | $ | 0.13 | | | $ | 0.08 | |
| | | |
Weighted average shares outstanding: | | | | | | | | | | | | |
Basic | | | 138,615 | | | | 138,904 | | | | 137,867 | |
Diluted | | | 139,408 | | | | 139,482 | | | | 138,907 | |
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
| | | | | | | | |
| | Twelve Months Ended | |
| | December 31, 2013 | | | December 31, 2012 | |
Net sales | | $ | 693,459 | | | $ | 715,903 | |
Cost of sales | | | 399,245 | | | | 408,520 | |
| | | | | | | | |
Gross profit | | | 294,214 | | | | 307,383 | |
Selling, general and administrative expenses | | | 137,123 | | | | 147,405 | |
Engineering, research and development expenses | | | 55,320 | | | | 50,940 | |
Amortization of intangible assets | | | 9,347 | | | | 9,594 | |
Contingent consideration fair value adjustment | | | (1,813 | ) | | | — | |
| | | | | | | | |
Operating income | | | 94,237 | | | | 99,444 | |
Other income, net | | | (1,958 | ) | | | (259 | ) |
| | | | | | | | |
Income before income taxes and equity in affiliates | | | 96,195 | | | | 99,703 | |
Income tax expense | | | 21,669 | | | | 30,881 | |
Equity in net income of affiliates | | | — | | | | (3 | ) |
| | | | | | | | |
Net income | | $ | 74,526 | | | $ | 68,825 | |
| | | | | | | | |
| | |
Basic net income per common share: | | $ | 0.54 | | | $ | 0.50 | |
Diluted net income per common share: | | $ | 0.53 | | | $ | 0.50 | |
| | |
Weighted average shares outstanding: | | | | | | | | |
Basic | | | 138,950 | | | | 137,306 | |
Diluted | | | 139,618 | | | | 138,412 | |
Entegris, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
(In thousands)
(Unaudited)
| | | | | | | | |
| | December 31, 2013 | | | December 31, 2012 | |
ASSETS | | | | | | | | |
Cash and cash equivalents | | $ | 384,426 | | | $ | 330,419 | |
Short-term investments | | | — | | | | 19,995 | |
Accounts receivable, net | | | 101,873 | | | | 94,016 | |
Inventories | | | 94,074 | | | | 99,144 | |
Deferred tax assets, deferred tax charges and refundable income taxes | | | 20,844 | | | | 20,201 | |
Other current assets and assets held for sale | | | 11,088 | | | | 15,549 | |
| | | | | | | | |
Total current assets | | | 612,305 | | | | 579,324 | |
Property, plant and equipment, net | | | 186,440 | | | | 157,021 | |
Intangible assets | | | 43,509 | | | | 47,207 | |
Deferred tax assets – non-current | | | 12,039 | | | | 17,167 | |
Other assets | | | 21,001 | | | | 10,825 | |
| | | | | | | | |
Total assets | | $ | 875,294 | | | $ | 811,544 | |
| | | | | | | | |
| | |
Accounts payable | | | 38,396 | | | | 36,341 | |
Accrued liabilities | | | 48,816 | | | | 51,263 | |
Income tax payable and deferred tax liabilities | | | 10,373 | | | | 5,659 | |
| | | | | | | | |
Total current liabilities | | | 97,585 | | | | 93,263 | |
| | |
Other liabilities | | | 20,866 | | | | 23,482 | |
Equity | | | 756,843 | | | | 694,799 | |
| | | | | | | | |
Total liabilities and equity | | $ | 875,294 | | | $ | 811,544 | |
| | | | | | | | |
Entegris, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Twelve Months Ended | |
| | December 31, 2013 | | | December 31, 2012 | | | December 31, 2013 | | | December 31, 2012 | |
Operating activities: | | | | | | | | | | | | | | | | |
Net income | | $ | 20,541 | | | $ | 11,256 | | | $ | 74,526 | | | $ | 68,825 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | | | | | | | |
Depreciation | | | 7,656 | | | | 7,151 | | | | 29,468 | | | | 28,013 | |
Amortization | | | 2,358 | | | | 2,335 | | | | 9,347 | | | | 9,594 | |
Stock-based compensation expense | | | 2,069 | | | | 1,851 | | | | 7,928 | | | | 9,881 | |
Deferred tax valuation allowance and other tax items | | | 4,950 | | | | 12,012 | | | | 8,232 | | | | 10,822 | |
Other | | | (1,582 | ) | | | 198 | | | | (716 | ) | | | 1,903 | |
Changes in operating assets and liabilities: | | | | | | | | | | | | | | | | |
Trade accounts and notes receivable | | | 3,359 | | | | 14,916 | | | | (13,363 | ) | | | 10,626 | |
Inventories | | | 2,114 | | | | 3,505 | | | | (441 | ) | | | (6,118 | ) |
Accounts payable and accrued liabilities | | | (3,438 | ) | | | 4,737 | | | | (4,408 | ) | | | 6,265 | |
Income taxes payable and refundable income taxes | | | (2,508 | ) | | | (9,351 | ) | | | 2,731 | | | | (9,897 | ) |
Other | | | (810 | ) | | | (10,269 | ) | | | (3,902 | ) | | | (14,752 | ) |
| | | | | | | | | | | | | | | | |
Net cash provided by operating activities | | | 34,709 | | | | 38,341 | | | | 109,402 | | | | 115,162 | |
| | | | | | | | | | | | | | | | |
Investing activities: | | | | | | | | | | | | | | | | |
Acquisition of property and equipment | | | (11,330 | ) | | | (10,813 | ) | | | (60,360 | ) | | | (49,929 | ) |
Acquisition of business, net of cash acquired | | | — | | | | — | | | | (13,358 | ) | | | (2,961 | ) |
Purchases of short-term investments, net of proceeds from maturities | | | — | | | | (11,994 | ) | | | 20,000 | | | | (19,990 | ) |
Other | | | 1 | | | | 229 | | | | 6,689 | | | | 413 | |
| | | | | | | | | | | | | | | | |
Net cash used in investing activities | | | (11,329 | ) | | | (22,578 | ) | | | (47,029 | ) | | | (72,467 | ) |
| | | | | | | | | | | | | | | | |
Financing activities: | | | | | | | | | | | | | | | | |
Issuance of common stock | | | 1,018 | | | | 2,742 | | | | 7,685 | | | | 7,431 | |
Repurchase and retirement of common stock | | | (668 | ) | | | — | | | | (15,494 | ) | | | (427 | ) |
Other | | | 2,789 | | | | 2,550 | | | | 3,914 | | | | 3,886 | |
| | | | | | | | | | | | | | | | |
Net cash provided by (used in) financing activities | | | 3,139 | | | | 5,292 | | | | (3,895 | ) | | | 10,890 | |
| | | | | | | | | | | | | | | | |
Effect of exchange rate changes on cash | | | (875 | ) | | | 1,534 | | | | (4,471 | ) | | | 3,241 | |
| | | | | | | | | | | | | | | | |
Increase in cash and cash equivalents | | | 25,644 | | | | 22,589 | | | | 54,007 | | | | 56,826 | |
Cash and cash equivalents at beginning of period | | | 358,782 | | | | 307,830 | | | | 330,419 | | | | 273,593 | |
| | | | | | | | | | | | | | | | |
Cash and cash equivalents at end of period | | $ | 384,426 | | | $ | 330,419 | | | $ | 384,426 | | | $ | 330,419 | |
| | | | | | | | | | | | | | | | |
Entegris, Inc. and Subsidiaries
Segment Information
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Twelve Months Ended | |
Net sales | | December 31, 2013 | | | September 28, 2013 | | | December 31, 2012 | | | December 31, 2013 | | | December 31, 2012 | |
Contamination Control Solutions | | $ | 123,665 | | | $ | 105,150 | | | $ | 110,266 | | | $ | 447,410 | | | $ | 461,838 | |
Microenvironments | | | 45,680 | | | | 42,520 | | | | 42,684 | | | | 178,201 | | | | 182,375 | |
Specialty Materials | | | 16,915 | | | | 16,915 | | | | 14,868 | | | | 67,848 | | | | 71,690 | |
| | | | | | | | | | | | | | | | | | | | |
Total net sales | | $ | 186,260 | | | $ | 164,585 | | | $ | 167,818 | | | $ | 693,459 | | | $ | 715,903 | |
| | | | | | | | | | | | | | | | | | | | |
| | |
| | Three Months Ended | | | Twelve Months Ended | |
Segment profit | | December 31, 2013 | | | September 28, 2013 | | | December 31, 2012 | | | December 31, 2013 | | | December 31, 2012 | |
Contamination Control Solutions | | $ | 30,417 | | | $ | 25,044 | | | $ | 22,438 | | | $ | 106,120 | | | | 116,356 | |
Microenvironments | | | 8,413 | | | | 8,635 | | | | 6,401 | | | | 35,737 | | | | 37,223 | |
Specialty Materials | | | 970 | | | | 2,001 | | | | 1,046 | | | | 7,087 | | | | 12,230 | |
| | | | | | | | | | | | | | | | | | | | |
Total segment profit | | | 39,800 | | | | 35,680 | | | | 29,885 | | | | 148,944 | | | | 165,809 | |
Amortization of intangibles | | | (2,358 | ) | | | (2,343 | ) | | | (2,335 | ) | | | (9,347 | ) | | | (9,594 | ) |
Contingent consideration fair value adjustment | | | — | | | | 1,813 | | | | — | | | | 1,813 | | | | — | |
Unallocated expenses | | | (13,748 | ) | | | (11,241 | ) | | | (13,608 | ) | | | (47,173 | ) | | | (56,771 | ) |
| | | | | | | | | | | | | | | | | | | | |
Total operating income | | $ | 23,694 | | | $ | 23,909 | | | $ | 13,942 | | | $ | 94,237 | | | $ | 99,444 | |
| | | | | | | | | | | | | | | | | | | | |
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP to Adjusted Operating Income and Adjusted EBITDA
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Twelve Months Ended | |
| | December 31, 2013 | | | September 28, 2013 | | | December 31, 2012 | | | December 31, 2013 | | | December 31, 2012 | |
Net sales | | $ | 186,260 | | | $ | 164,585 | | | $ | 167,818 | | | $ | 693,459 | | | $ | 715,903 | |
| | | | | | | | | | | | | | | | | | | | |
Net income | | $ | 20,541 | | | $ | 17,807 | | | $ | 11,256 | | | $ | 74,526 | | | $ | 68,825 | |
Adjustments to net income | | | | | | | | | | | | | | | | | | | | |
Equity in net income of affiliates | | | — | | | | — | | | | — | | | | — | | | | (3 | ) |
Income tax expense | | | 3,816 | | | | 5,139 | | | | 3,581 | | | | 21,669 | | | | 30,881 | |
Other (income) expense, net | | | (663 | ) | | | 963 | | | | (895 | ) | | | (1,958 | ) | | | (259 | ) |
| | | | | | | | | | | | | | | | | | | | |
GAAP – Operating income | | | 23,694 | | | | 23,909 | | | | 13,942 | | | | 94,237 | | | | 99,444 | |
Amortization of intangible assets | | | 2,358 | | | | 2,343 | | | | 2,335 | | | | 9,347 | | | | 9,594 | |
Contingent consideration fair value adjustment | | | — | | | | (1,813 | ) | | | — | | | | (1,813 | ) | | | — | |
Charge associated with CEO succession and transition plan | | | — | | | | — | | | | — | | | | — | | | | 3,928 | |
| | | | | | | | | | | | | | | | | | | | |
Adjusted operating income | | | 26,052 | | | | 24,439 | | | | 16,277 | | | | 101,771 | | | | 112,966 | |
Depreciation | | | 7,656 | | | | 7,205 | | | | 7,151 | | | | 29,468 | | | | 28,013 | |
| | | | | | | | | | | | | | | | | | | | |
Adjusted EBITDA | | $ | 33,708 | | | $ | 31,644 | | | $ | 23,428 | | | $ | 131,239 | | | $ | 140,979 | |
| | | | | | | | | | | | | | | | | | | | |
| | | | | |
Adjusted operating margin | | | 14.0 | % | | | 14.8 | % | | | 9.7 | % | | | 14.7 | % | | | 15.8 | % |
Adjusted EBITDA – as a % of net sales | | | 18.1 | % | | | 19.2 | % | | | 14.0 | % | | | 18.9 | % | | | 19.7 | % |
Entegris, Inc. and Subsidiaries
Reconciliation of GAAP to Non-GAAP Earnings per Share
(In thousands)
(Unaudited)
| | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended | | | Twelve Months Ended | |
| | December 31, 2013 | | | September 28, 2013 | | | December 31, 2012 | | | December 31, 2013 | | | December 31, 2012 | |
GAAP net income | | $ | 20,541 | | | $ | 17,807 | | | $ | 11,256 | | | $ | 74,526 | | | $ | 68,825 | |
Adjustments to net income: | | | | | | | | | | | | | | | | | | | | |
Amortization of intangible assets | | | 2,358 | | | | 2,343 | | | | 2,335 | | | | 9,347 | | | | 9,594 | |
Contingent consideration fair value adjustment | | | — | | | | (1,813 | ) | | | — | | | | (1,813 | ) | | | — | |
Reclassification of cumulative translation adjustment associated with liquidated subsidiaries | | | 48 | | | | 739 | | | | — | | | | 787 | | | | — | |
Gain on sale of equity investment | | | — | | | | — | | | | — | | | | — | | | | (1,522 | ) |
Charge associated with CEO succession and transition plan | | | — | | | | — | | | | — | | | | — | | | | 3,928 | |
Tax effect of adjustments to net income attributable to Entegris, Inc. | | | (850 | ) | | | (190 | ) | | | (841 | ) | | | (2,714 | ) | | | (4,643 | ) |
| | | | | | | | | | | | | | | | | | | | |
Non-GAAP net income | | $ | 22,097 | | | $ | 18,886 | | | $ | 12,750 | | | $ | 80,133 | | | $ | 76,182 | |
| | | | | | | | | | | | | | | | | | | | |
Diluted earnings per common share | | $ | 0.15 | | | $ | 0.13 | | | $ | 0.08 | | | $ | 0.53 | | | $ | 0.50 | |
Effect of adjustments to net income | | | 0.01 | | | | 0.01 | | | | 0.01 | | | | 0.04 | | | | 0.05 | |
Diluted non-GAAP earnings per common share | | $ | 0.16 | | | $ | 0.14 | | | $ | 0.09 | | | $ | 0.57 | | | $ | 0.55 | |
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