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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For Quarter Ended November 25, 2000 Commission File Number 000-30789
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ENTEGRIS, INC.
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(Exact name of registrant as specified in charter)
Minnesota 41-1941551
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(State or other jurisdiction of incorporation) (IRS Employer ID No.)
3500 Lyman Boulevard, Chaska, Minnesota 55318
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(Address of Principal Executive Offices)
Registrant's Telephone Number (952) 556-3131
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Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO ___
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the close of the latest practicable date.
Class Outstanding at December 31, 2000
-------------------------------- ----------------------------------
Common Stock, $0.01 Par Value 68,432,319
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ENTEGRIS, INC., AND SUBSIDIARIES
FORM 10-Q
TABLE OF CONTENTS
FOR THE QUARTER ENDED NOVEMBER 25, 2000
<TABLE>
<CAPTION>
Description Page
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<S> <C>
PART I
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Item 1. Unaudited Consolidated Financial Statements
Consolidated Balance Sheets as of November 25, 2000
and August 26, 2000 3
Consolidated Statements of Operations for the
Three Months November 25, 2000 and November 27, 1999 4
Consolidated Statements of Cash Flows for
the Three Months Ended November 25, 2000 and November 27, 1999 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 7
Item 3. Quantitative and Qualitative Disclosures About Market Risk 10
PART II Other Information
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Item 6. Exhibits 11
Exhibit Index 13
</TABLE>
2
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Item 1. Financial Statements
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ENTEGRIS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
August 26,
2000--As
November 25, Adjusted--See
2000 Note 5
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<S> <C> <C>
ASSETS
Current assets
Cash and cash equivalents $117,208 $102,973
Trade accounts receivable, net of allowance for doubtful accounts 43,748 41,325
Trade accounts receivable due from affiliates 28,874 22,803
Inventories 47,357 41,976
Deferred tax assets and refundable income taxes 7,301 7,996
Other current assets 5,129 4,341
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Total current assets 249,617 221,414
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Property, plant and equipment, net 104,002 107,733
Other assets
Investments in affiliates 15,390 14,452
Intangible assets 6,882 7,162
Investment in marketable securities 946 1,288
Other 1,283 1,319
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Total assets $378,120 $353,368
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current maturities of long-term debt $ 1,757 $ 1,828
Short-term borrowings 8,702 8,311
Accounts payable 22,240 21,849
Accrued liabilities 28,870 30,556
Income taxes payable 8,252 -
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Total current liabilities 69,821 62,544
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Long-term debt, less current maturities 10,193 10,822
Deferred tax liabilities 9,151 9,146
Minority interest in subsidiaries 4,550 4,012
Commitments and contingencies - -
Shareholders' equity
Common stock, $0.01 par value; 200,000,000 authorized; issued
and outstanding shares: 68,413,424 and 68,317,183, respectively 684 683
Additional paid-in capital 114,273 114,003
Retained earnings 170,325 152,091
Accumulated other comprehensive (loss) income (877) 67
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Total shareholders' equity 284,405 266,844
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Total liabilities and shareholders' equity $378,120 $353,368
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</TABLE>
See accompanying notes to consolidated financial statements.
3
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ENTEGRIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share data)
(Unaudited)
<TABLE>
<CAPTION> Three Months Ended
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November 27,
November 25, 1999--As
2000 adjusted--See
Note 5
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<S> <C> <C>
Sales to non-affiliates $ 68,602 $ $ 55,003
Sales to affiliates 34,037 16,813
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Net sales 102,639 71,816
Cost of sales 50,087 40,135
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Gross profit 52,552 31,681
Selling, general and administrative expenses 21,235 15,034
Engineering, research and development expenses 3,533 3,503
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Operating profit 27,784 13,144
Interest (income) expense, net (1,459) 1,085
Other expense (income), net 80 (6,098)
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Income before income taxes and other items below 29,163 18,157
Income tax expense 11,081 6,181
Equity in net income of affiliates (738) (296)
Minority interest in subsidiaries' net income 708 218
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Net income 18,112 12,054
Market value adjustment to redeemable common stock - (32,794)
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Net income (loss) applicable to nonredeemable
common shareholders $ 18,112 $ (20,740)
=========== =============
Earnings (loss) per nonredeemable common share:
Basic $ 0.26 $ (0.56)
Diluted $ 0.25 $ (0.56)
Weighted shares outstanding:
Basic 68,362 37,036
Diluted 72,838 37,036
</TABLE>
See accompanying notes to consolidated financial statements.
4
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ENTEGRIS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
<TABLE>
<CAPTION>
Three months ended
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November 27,
1999--As
November 25, Adjusted--See
2000 Note 5
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<S> <C> <C>
OPERATING ACTIVITIES
Net income $ 18,112 $ 12,054
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization 6,037 6,833
Asset impairment 750 -
Provision for doubtful accounts 550 87
Provision for deferred income taxes 4 (76)
Stock option compensation expense 60 -
Equity in net income of affiliates (737) (296)
Loss on sale of property and equipment 44 717
Gain on sale of investment in affiliate - (5,468)
Minority interest in subsidiaries' net income 708 218
Changes in operating assets and liabilities:
Trade accounts receivable (2,973) (4,511)
Trade accounts receivable due from affiliates (6,071) (1,605)
Inventories (5,380) (689)
Accounts payable and accrued liabilities (1,293) 1,084
Other current assets (788) (1,002)
Accrued income taxes 8,947 5,457
Other (784) 262
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Net cash provided by operating activities 17,186 13,065
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INVESTING ACTIVITIES
Acquisition of property and equipment (4,006) (8,084)
Purchases of intangible assets (83) (1,238)
Proceeds from sales of property and equipment 117 461
Proceeds from sale of investment in affiliate - 7,398
(Decrease) increase in investment in affiliate 1,506 (464)
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Net cash used in investing activities (2,466) (1,927)
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FINANCING ACTIVITIES
Principal payments on short-term borrowings and long-term
debt (536) (3,004)
Proceeds from short-term borrowings and long-term debt 226 2,732
Issuance of common stock 212 2,247
Repurchase of redeemable and nonredeemable common stock (190) -
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Net cash (used in) provided by financing activities (288) 1,975
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Effect of exchange rate changes on cash and cash equivalents (197) 92
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Increase in cash and cash equivalents 14,235 13,205
Cash and cash equivalents at beginning of period 102,973 16,411
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Cash and cash equivalents at end of period $117,208 $ 29,616
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</TABLE>
See accompanying notes to consolidated financial statements.
5
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ENTEGRIS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands)
1. Summary of Significant Accounting Policies
------------------------------------------
In the opinion of the Company, the accompanying unaudited consolidated
financial statements contain all adjustments (consisting of only normal
recurring accruals) necessary to present fairly the financial position as
of November 25, 2000 and November 27, 1999, the results of operations for
the three months ended November 25, 2000 and November 27, 1999 and cash
flows for the three months ended November 25, 2000 and November 27, 1999.
Certain prior year amounts have been reclassified to conform to the
current period presentation.
The financial statements and notes are presented as permitted by Form 10-Q
and do not contain certain information included in the Company's annual
consolidated financial statements and notes. The information included in
this Form 10-Q should be read in conjunction with Management's Discussion
and Analysis and financial statements and notes thereto included in the
Company's Form 10-K for the year ended August 26, 2000. The results of
operations for the three months ended November 25, 2000 and November 27,
1999 are not necessarily indicative of the results to be expected for the
full year.
The Company's fiscal year ends on the last Saturday of August. Each
interim quarter ends on the last Saturday of the months of November,
February and May.
2. Earnings per share
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The following table presents a reconciliation of the denominators used in
the computation of basic and diluted earnings per share.
<TABLE>
<CAPTION>
Three Months Ended
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November 25, November 27,
2000 1999
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<S> <C> <C>
Basic earnings per share-weighted
common shares outstanding 68,362,000 37,036,000
Weighted common shares assumed
upon exercise of stock options 4,476,000 -
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Diluted earnings per share-weighted
common shares and common shares
equivalent outstanding 72,838,000 37,036,000
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</TABLE>
The effect of the inclusion of redeemable common shares and stock options
in the first quarter of fiscal 2000 is anti-dilutive.
3. Inventories
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Inventories consist of the following:
November 25, 2000 August 26, 2000
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Raw materials $14,795 $12,677
Work-in process 3,920 3,280
Finished goods 28,395 25,794
Supplies 247 225
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Total inventories $47,357 $41,976
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6
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4. Comprehensive Income
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For the quarters ended November 25, 2000 and November 27, 1999 net income, items
of other comprehensive income and comprehensive income are as follows:
<TABLE>
<CAPTION>
Quarter ended
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November 25, 2000 November 27, 1999
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<S> <C> <C>
Net income $18,112 $12, 054
Items of other comprehensive income (loss)
Foreign currency translation (601) (70)
Unrealized gain (loss) in marketable securities (343) 46
------------------------------------
Comprehensive income $17,168 $12, 030
====================================
</TABLE>
5. Change in Method of Accounting for Inventories
----------------------------------------------
Effective August 27, 2000, the Company changed its method of accounting for its
domestic inventories from the last-in, first-out (LIFO) method to the first-in,
first-out (FIFO) method. Management believes that the accounting change is
preferable in the circumstances because the accounting change provides a better
matching of costs and revenues in periods when the cost of goods and services
are declining. In accordance with accounting principles generally accepted in
the United States of America, the financial statements of prior periods have
been restated to apply the new method retroactively. Accordingly, retained
earnings at August 26, 2000 on the accompanying balance sheet has been adjusted
for the effect (net of income taxes) of applying retroactively the new method of
accounting.
The effect of the accounting change on income in the first quarter of fiscal
2001 and fiscal 2000 is shown below:
<TABLE>
<CAPTION>
Increase (decrease) Three months ended
----------------------------------- ---------------------------------------------
Effect on: November 25, 2000 November 27, 1999
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<S> <C> <C>
Net income $ (404) $(9)
Basic earnings per common share $(0.01) -
Diluted earnings per common share $(0.01) -
</TABLE>
6. Subsequent Event
----------------
On January 8, 2001, the Company and Metron Technology N.V. (Metron), its 20.2%-
owned affiliate, announced that they had signed an agreement to modify their
existing distribution agreements. Specifically, the Company and Metron agreed to
the early termination of the Microelectronics Group product distribution
agreement, and the completion of a new distribution agreement for Entegris'
Fluid Handling Group products, anticipated to run through at least August 31,
2005. In addition, the Company will transfer to Metron 1.125 million shares of
its Metron stock and will make cash payments totaling $1.75 million, over a 15-
month period. Entegris will also buy back approximately $2.5 million worth of
existing inventory from Metron. The new agreements are anticipated to be
effective no later than March 1, 2001. The Company is analyzing the impact of
the contemplated changes on its financial position and results of operations,
but expects to report a charge to earnings upon consummation of the new
distribution agreements.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
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of Operations
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Quarter Ended November 25, 2000 Compared to Quarter Ended November 27, 1999
The following table compares quarterly results with year-ago results, as a
percentage of sales, for each caption.
<TABLE>
<CAPTION>
Three Months Ended
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November 25, November 27,
2000 1999
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<S> <C> <C>
Net sales 100.0 100.0
Cost of sales 48.8 55.9
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Gross profit 51.2 44.1
Selling, general and administrative expenses 20.7 20.9
Engineering, research and development expenses 3.4 4.9
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Operating profit 27.1 18.3
Interest (income) expense, net (1.4) 1.5
Other expense (income), net 0.1 (8.5)
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Income before income taxes and other items below 28.4 25.3
Income taxes 10.8 8.6
</TABLE>
7
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<TABLE>
<S> <C> <C>
Equity in net earnings of affiliated companies (0.7) (0.4)
Minority interest in subsidiaries' net income 0.7 0.3
--------------------------
Net income 17.6 16.8
==========================
Effective tax rate 38.0% 34.0%
</TABLE>
Net sales. Net sales were $102.6 million in the first quarter of fiscal 2001,
compared to $71.8 million in the first quarter of fiscal 2000. The improvement
reflected the increase in product sales associated with the sustained recovery
in the semiconductor industry that began in the second half of fiscal 1999.
Revenue gains were recorded in all geographic regions and across all product
lines. International sales accounted for approximately 48% of net sales,
essentially unchanged from fiscal 2000 levels.
Gross profit. Gross profit in the first quarter of fiscal 2001 increased by
$20.9 million to $52.6 million, an increase of 66% over the $31.7 million
reported in the first quarter of fiscal 2000. The gross margin for the fiscal
2001 first quarter improved to 51.2% compared to 44.1% a year ago. The gross
margin and gross profit improvements were reported by both domestic and
international operations. The improvements in fiscal 2001 reflected improved
utilization of our production capacity associated with the higher sales levels
noted above and the successful management of manufacturing costs. Partly
offsetting the factors underlying the gross profit improvement was $0.8 million
in asset impairment charges in the first quarter of fiscal 2001, mainly for
asset write-offs of molds that were determined to have no future use. As noted
in Note 5 to the accompanying consolidated financial statements, the Company
changed its method of accounting for inventories from LIFO to FIFO.
Selling, general and administrative expenses. Selling, general and
administrative (SG&A) expenses increased $6.2 million, or 41%, to $21.2 million
in the first quarter of fiscal 2001 from $15.0 million in the first quarter of
fiscal 2000. The increase was due to higher personnel costs, commissions and
incentive compensation accruals, expenditures for personnel and information
systems, and charitable contributions. SG&A costs, as a percent of net sales,
decreased slightly to 20.7% from 20.9%.
Engineering, research and development expenses. Engineering, research and
development expenses of $3.5 million in the first quarter of fiscal 2001 were
essentially unchanged from the first quarter of fiscal 2000. Engineering,
research and development costs, as a percent of net sales, decreased to 3.4%
from 4.9% due to increased net sales.
Interest (income) expense, net. Net interest income of $1.5 million in the first
quarter of fiscal 2001 compared to net interest expense of $1.1 million in the
year-ago period. The variance reflected the elimination of domestic bank
borrowings and capital lease obligations, as well as the short-term investment
of sizable available cash balances. This transformation occurred after the
Company received net proceeds of $99.0 million from its initial public offering
in the fourth quarter of fiscal 2000, $42 million of which was used to retire
long-term debt and capital lease obligations.
Other expense (income), net. Other expense was $80,000 in the first quarter of
fiscal 2001 compared to other income of $6.1 million in the first quarter a year
ago. The change mainly reflects the absence of the first quarter fiscal 2000
pre-tax $5.5 million gain recognized on the sale of approximately 612,000 shares
of the Company's investment in Metron Technology N.V. (Metron) as part of
Metron's initial public offering in November 1999.
Income tax expense. Income tax expense of $11.1 million was significantly higher
in the first quarter of fiscal 2001 compared to $6.2 million in income tax
expense reported a year earlier,
8
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primarily reflecting significantly higher income. The effective tax rate in
fiscal 2001 was 38.0% compared to 34.0% in fiscal 2000.
Equity in net income of affiliates. Equity in the net income of affiliates was
$0.7 million in the first quarter of fiscal 2001 compared to $0.3 million in the
first quarter a year earlier. This improvement primarily reflects the operating
results of Metron, which also benefited from the industry conditions affecting
our results.
Net income. Net income increased to $18.1 million in the first quarter of fiscal
2001, compared to net income of $12.1 million in the year-ago period. Net income
applicable to nonredeemable common shareholders was $18.1 million, or $0.25 per
share, in the first quarter of fiscal 2001. After the market value adjustment
related to redeemable common stock, the net loss applicable to nonredeemable
common shareholders was $20.7 million, or $0.56 per share diluted, in the first
quarter of fiscal 2000. Excluding the effect of the market value adjustment
related to redeemable common stock, pro forma earnings per share were $0.19 per
share in the first quarter of fiscal 2000.
Liquidity and Capital Resources
Operating activities. Cash flow provided by operating activities totaled $17.2
million in the first quarter of fiscal 2001. Net income and noncash charges,
such as depreciation, accounted for the strong cash flow generated by
operations, which was partly offset by higher working capital requirements,
principally related to accounts receivable growth of $9.0 million. Working
capital at November 25, 2000 stood at $179.8 million, including $117.2 million
in cash and cash equivalents.
Investing activities. Cash flow used in investing activities totaled $2.5
million in the first quarter of fiscal 2001. Acquisition of property and
equipment totaled $4.0 million and included additions of manufacturing equipment
and the upgrading and integration of information systems. The Company expects
capital expenditures of approximately $35 million during fiscal 2001, consisting
mainly of spending on manufacturing equipment and information systems.
In the first quarter of fiscal 2000, we received $7.4 million from the sale of
612,000 shares of our investment in Metron Technology N.V. (Metron)., leaving
us with ownership of approximately 2.7 million shares, or 20.3% of total Metron
shares outstanding.
Financing activities. Cash used in financing activities totaled a nominal $0.3
million during the first quarter of fiscal 2001. In addition to making scheduled
payments $0.5 million on our borrowings, we repurchased common shares for $0.2
million in the first quarter of fiscal 2001, primarily in connection with the
redemption of common stock from our Employee Stock Ownership Plan. In December
2000, the Company's Board of Directors authorized the repurchase of up to
500,000 shares of common stock.
As of November 25, 2000, our sources of available funds comprised $117.2 million
in cash and cash equivalents, and various credit facilities. We have unsecured
revolving commitments with two commercial banks with aggregate borrowing
capacity of $30.0 million, with no borrowings outstanding at November 25, 2000.
We also have lines of credit, equivalent to an aggregate of approximately $12
million with six international banks, which provide for borrowings of German
deutsche marks, Malaysian ringgits and Japanese yen for our overseas
subsidiaries. Borrowings outstanding on these lines of credit were $8.7 million
at November 25, 2000.
At November 25, 2000, the Company's shareholders' equity stood at $284.4
million. Book value per share was $4.16, up from $3.91 per share at the end of
fiscal 2000. Net earnings accounted for the increase.
We believe that our cash and cash equivalents, cash flow from operations and
available credit facilities
9
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will be sufficient to meet our working capital and investment requirements for
the next twelve months. However, our future growth, including potential
acquisitions, may require additional funding, and from time to time we may need
to raise capital through additional equity or debt financing.
Subsequent Event
On January 8, 2001, the Company and Metron Technology N.V. (Metron), its 20.2%-
owned affiliate, announced that they had signed an agreement to modify their
existing distribution agreements. Specifically, the Company and Metron agreed to
the early termination of the Microelectronics Group product distribution
agreement, and the completion of a new distribution agreement for Entegris'
Fluid Handling Group products, anticipated to run through at least August 31,
2005. In addition, the Company will transfer to Metron 1.125 million shares of
its Metron stock and will make cash payments totaling $1.75 million, over a 15-
month period. Entegris will also buy back approximately $2.5 million worth of
existing inventory from Metron. The new agreements are anticipated to be
effective no later than March 1, 2001. The Company is analyzing the impact of
the contemplated changes on its financial position and results of operations,
but expects to report a charge to earnings upon consummation of the new
distribution agreements.
Recently Issued Accounting Pronouncements
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities." This statement, as amended, requires
companies to record derivatives on the balance sheet as assets or liabilities,
measured at fair value. Gains or losses resulting from changes in the values of
those derivatives would be accounted for depending on the use of the derivative
and whether it qualifies for hedge accounting. We adopted SFAS No. 133 in the
first quarter of fiscal 2001. Adoption of SFAS No. 133 did not materially impact
our financial position or results of operations.
Cautionary Statements
This report contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995. These statements may include
forward-looking statements which reflect the Company's current views with
respect to future events and financial performance. The words "believe,"
"expect," "anticipate," "intends," "estimate," "forecast," "project," "should"
and similar expressions are intended to identify "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995. All
forecasts and projections in this document are "forward-looking statements," and
are based on management's current expectations of the Company's near-term
results, based on current information available pertaining to the Company,
including the risk factors identified in the Company's Annual Report on Form 10-
K for the fiscal year ended August 25, 2000.
Item 3: Quantitative and Qualitative Disclosures About Market Risk
-------------------------------------------------------------------
Our principal market risks are sensitivities to interest rates and
foreign currency exchange rates. Our exposure to interest rate fluctuations is
not significant. Most of our outstanding debt at August 26, 2000 carried fixed
rates of interest. All of our short-term investments are debt instruments that
mature in three months or less.
We use derivative financial instruments to manage foreign currency
exchange rate risk associated with the sale of products from the United States
when such sales are denominated in currencies other than the U.S. dollar. The
cash flows and earnings of our foreign-based operations are also subject to
fluctuations in foreign exchange rates. A hypothetical 10% change in the foreign
currency exchange rates would increase or decrease our net income by
approximately $2 million.
Our cash flows and earnings are also subject to fluctuations in foreign
exchange rates due to investments in foreign-based affiliates. Investments in
affiliates includes our 20% interest in Metron. Metron attempts to limit its
exposure to changing foreign currency exchange rates through operational and
financial market actions. Products are sold in a number of countries throughout
the world resulting in a diverse portfolio of transactions denominated in
foreign currencies. Metron manages certain short-term foreign currency exposures
by the purchase of forward contracts to offset the earnings and cash flow impact
of foreign currency denominated receivables and payables.
Our investment in Metron is accounted for by the equity method of
accounting and has a carrying value on the balance sheet of approximately $15.4
million. The fair value of Metron is subject to stock market fluctuations. Based
on the closing stock price of Metron on November 25, 2000, the fair value of our
investment in Metron was approximately $19.2 million.
10
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PART II
OTHER INFORMATION
ITEM 6. Exhibits and Reports on Form 8-K
-----------------------------------------
(a) Exhibits:
Exhibit 18 Letter from KPMG LLP regarding change in accounting
method
11
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CONFORMED COPY
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ENTEGRIS, INC.
Date: January 9, 2001 /s/ Stan Geyer
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Stan Geyer
Chief Executive Officer
Date: January 9, 2001 /s/ John D. Villas
--------------
John D. Villas
Executive Vice President and
Chief Financial Officer
12
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EXHIBIT INDEX
Exhibit
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Exhibit 18 Letter from KPMG LLP regarding change in accounting method
13
