10-QPeriod: Q2 FY2014

ENTEGRIS INC Quarterly Report for Q2 Ended Jun 28, 2014

Filed August 5, 2014For Securities:ENTG

Summary

Entegris, Inc. (ENTG) reported its second-quarter 2014 financial results, marked by a significant acquisition and a shift to a net loss. The company completed the acquisition of ATMI, Inc. on April 30, 2014, for approximately $1.1 billion, funded through a combination of existing cash and new debt. This acquisition substantially increased total assets, goodwill, and intangible assets. While net sales saw a substantial increase, driven by the inclusion of ATMI's revenue, the company reported a net loss of $14.7 million for the quarter, compared to a net income of $19.8 million in the prior year period. The increased operating expenses, particularly selling, general, and administrative (SG&A) costs, largely due to merger-related expenses and the integration of ATMI, along with a significant increase in interest expense from new debt, contributed to the net loss. Despite the reported net loss, the company's financial statements reflect substantial changes in asset and liability structure due to the acquisition, including a significant increase in long-term debt and goodwill. Investors should monitor the integration progress and the impact of the increased leverage on future financial performance.

Financial Statements
Beta

Key Highlights

  • 1The company completed the acquisition of ATMI, Inc. on April 30, 2014, for approximately $1.1 billion, which significantly impacted the balance sheet with increased assets and liabilities.
  • 2For the three months ended June 28, 2014, Entegris reported a net loss of $14.7 million ($0.11 per diluted share), a significant decrease from a net income of $19.8 million ($0.14 per diluted share) in the same period last year.
  • 3Net sales for the quarter increased by 42% to $251.6 million, primarily driven by the inclusion of ATMI's sales of $60.2 million.
  • 4Gross profit margin decreased to 35.2% from 43.7% in the prior year, largely due to a $24.3 million charge related to the fair value write-up of acquired ATMI inventory sold.
  • 5Selling, General, and Administrative (SG&A) expenses more than doubled to $82.3 million, primarily due to ATMI-related expenses, merger costs, and integration activities.
  • 6Interest expense increased significantly to $12.5 million from nominal amounts in the prior year, due to new debt incurred to finance the ATMI acquisition.
  • 7The company reported $813.1 million in long-term debt, excluding current maturities, as of June 28, 2014, compared to no long-term debt at December 31, 2013.

Frequently Asked Questions

The primary driver for the substantial increase in net sales to $251.6 million for the three months ended June 28, 2014, was the inclusion of approximately $60.2 million in sales from the recently acquired ATMI, Inc.

The net loss of $14.7 million for the quarter was primarily due to significant increases in operating expenses. These include higher selling, general, and administrative (SG&A) expenses related to the ATMI acquisition and integration costs, a substantial increase in interest expense from new debt financing for the acquisition, and a lower gross profit margin caused by an inventory fair value write-up charge related to the acquired ATMI inventory.

The acquisition of ATMI significantly impacted the balance sheet. Total assets more than doubled to $1.86 billion from $875.3 million. This increase was driven by the addition of goodwill ($328.4 million) and intangible assets ($336.1 million) resulting from the acquisition. Liabilities also increased substantially, with long-term debt rising to $813.1 million from zero, reflecting the debt financing used for the acquisition.

The acquisition was financed with $820 million in new debt, consisting of senior unsecured notes and a senior secured term loan. This has significantly increased Entegris's total debt to $813.1 million (excluding current maturities) as of June 28, 2014. This higher debt level will lead to increased interest expenses and may limit financial flexibility, requiring careful management to ensure future debt servicing capabilities.