Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 29, 2014 | Apr. 21, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 29-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'ENTG | ' |
Entity Registrant Name | 'ENTEGRIS INC | ' |
Entity Central Index Key | '0001101302 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 139,168,210 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Mar. 29, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $381,661 | $384,426 |
Trade accounts and notes receivable, net of allowance for doubtful accounts of $1,872 and $1,779 | 109,049 | 101,873 |
Inventories | 100,499 | 94,074 |
Deferred tax assets, deferred tax charges and refundable income taxes | 14,595 | 20,844 |
Other current assets | 10,255 | 11,088 |
Total current assets | 616,059 | 612,305 |
Property, plant and equipment, net of accumulated depreciation of $289,466 and $283,815 | 189,010 | 186,440 |
Other assets: | ' | ' |
Intangible assets, net of accumulated amortization of $111,804 and $109,468 | 41,141 | 43,509 |
Deferred tax assets and other noncurrent tax assets | 12,041 | 12,039 |
Other | 25,251 | 21,001 |
Total assets | 883,502 | 875,294 |
Current liabilities: | ' | ' |
Accounts payable | 41,168 | 38,396 |
Accrued payroll and related benefits | 18,251 | 30,116 |
Other accrued liabilities | 25,104 | 18,700 |
Deferred tax liabilities and income taxes payable | 6,316 | 10,373 |
Total current liabilities | 90,839 | 97,585 |
Pension benefit obligations and other liabilities | 15,566 | 15,411 |
Deferred tax liabilities and other noncurrent tax liabilities | 5,304 | 5,455 |
Commitments and contingent liabilities | ' | ' |
Equity: | ' | ' |
Preferred stock, par value $.01; 5,000,000 shares authorized; none issued and outstanding as of March 29, 2014 and December 31, 2013 | 0 | 0 |
Common stock, par value $.01; 400,000,000 shares authorized; issued and outstanding shares as of March 29, 2014 and December 31, 2013: 139,167,512 and 138,734,442 | 1,392 | 1,387 |
Additional paid-in capital | 819,759 | 819,632 |
Retained deficit | -74,287 | -88,599 |
Accumulated other comprehensive income | 24,929 | 24,423 |
Total equity | 771,793 | 756,843 |
Total liabilities and equity | $883,502 | $875,294 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 29, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Trade accounts and notes receivable, allowance for doubtful accounts | $1,872 | $1,779 |
Property, plant and equipment, accumulated depreciation | 289,466 | 283,815 |
Intangible assets, Accumulated amortization | $111,804 | $109,468 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 139,167,512 | 138,734,442 |
Common stock, shares outstanding | 139,167,512 | 138,734,442 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements Of Operations (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Net sales | $165,804 | $165,070 |
Cost of sales | 94,452 | 97,942 |
Gross profit | 71,352 | 67,128 |
Selling, general and administrative expenses | 34,787 | 32,421 |
Engineering, research and development expenses | 15,690 | 12,173 |
Amortization of intangible assets | 2,336 | 2,287 |
Operating income | 18,539 | 20,247 |
Other income, net | -16 | -1,348 |
Income before income taxes | 18,555 | 21,595 |
Income tax expense | 4,243 | 5,198 |
Net income | $14,312 | $16,397 |
Basic net income per common share | $0.10 | $0.12 |
Diluted net income per common share | $0.10 | $0.12 |
Weighted shares outstanding: | ' | ' |
Basic | 138,927 | 139,025 |
Diluted | 139,706 | 139,831 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements Of Comprehensive Income (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Net income | $14,312 | $16,397 |
Other comprehensive income, net of tax | ' | ' |
Foreign currency translation adjustments | 484 | -11,596 |
Pension liability adjustments, net of tax | 22 | 43 |
Other comprehensive income (loss) | 506 | -11,553 |
Comprehensive income | $14,818 | $4,844 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements Of Equity (USD $) | Total | Common stock | Additional paid-in capital | Retained deficit | Foreign currency translation adjustments [Member] | Defined benefit pension adjustments [Member] |
In Thousands | ||||||
Balance at Dec. 31, 2012 | $694,799 | $1,385 | $809,514 | ($157,038) | $41,997 | ($1,059) |
Balance (in shares) at Dec. 31, 2012 | ' | 138,458 | ' | ' | ' | ' |
Shares issued under stock plans (in shares) | ' | 1,418 | ' | ' | ' | ' |
Shares issued under stock plans | 4,873 | 14 | 4,859 | 0 | 0 | 0 |
Repurchase and retirement of common stock (shares) | ' | -388 | ' | ' | ' | ' |
Repurchase and retirement of common stock | -3,777 | -4 | -2,265 | -1,508 | 0 | 0 |
Share-based compensation expense | 1,688 | 0 | 1,688 | 0 | 0 | 0 |
Tax benefit associated with stock plans | 740 | 0 | 740 | 0 | 0 | 0 |
Pension liability adjustments, net of tax | 43 | 0 | 0 | 0 | 0 | 43 |
Foreign currency translation | -11,596 | 0 | 0 | 0 | -11,596 | 0 |
Net income | 16,397 | 0 | 0 | 16,397 | 0 | 0 |
Balance at Mar. 30, 2013 | 703,167 | 1,395 | 814,536 | -142,149 | 30,401 | -1,016 |
Balance (in shares) at Mar. 30, 2013 | ' | 139,488 | ' | ' | ' | ' |
Balance at Dec. 31, 2013 | 756,843 | 1,387 | 819,632 | -88,599 | 25,280 | -857 |
Balance (in shares) at Dec. 31, 2013 | ' | 138,734 | ' | ' | ' | ' |
Shares issued under stock plans, net of shares withheld for employee taxes (shares) | ' | 434 | ' | ' | ' | ' |
Shares issued under stock plans, net of shares withheld for employee taxes | -1,989 | 5 | -1,994 | 0 | 0 | 0 |
Share-based compensation expense | 1,877 | 0 | 1,877 | 0 | 0 | 0 |
Tax benefit associated with stock plans | 244 | 0 | 244 | 0 | 0 | 0 |
Pension liability adjustments, net of tax | 22 | 0 | 0 | 0 | 0 | 22 |
Foreign currency translation | 484 | 0 | 0 | 0 | 484 | 0 |
Net income | 14,312 | 0 | 0 | 14,312 | ' | 0 |
Balance at Mar. 29, 2014 | $771,793 | $1,392 | $819,759 | ($74,287) | $25,764 | ($835) |
Balance (in shares) at Mar. 29, 2014 | ' | 139,168 | ' | ' | ' | ' |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements Of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Operating activities: | ' | ' |
Net income | $14,312 | $16,397 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' |
Depreciation | 7,832 | 7,296 |
Amortization | 2,336 | 2,287 |
Share-based compensation expense | 1,877 | 1,688 |
Other | 843 | 2,043 |
Changes in operating assets and liabilities: | ' | ' |
Trade accounts receivable and notes receivable | -7,217 | -12,893 |
Inventories | -7,545 | -3,758 |
Accounts payable and accrued liabilities | -3,554 | -7,015 |
Other current assets | 827 | 1,970 |
Income taxes payable and refundable income taxes | 2,012 | 318 |
Other | 689 | -898 |
Net cash provided by operating activities | 12,412 | 7,435 |
Investing activities: | ' | ' |
Acquisition of property, plant and equipment | -13,780 | -16,140 |
Proceeds from maturities of short-term investments | 0 | 20,000 |
Other | 395 | 12 |
Net cash (used in) provided by investing activities | -13,385 | 3,872 |
Financing activities: | ' | ' |
Issuance of common stock | 0 | 4,873 |
Taxes paid related to net share settlement of equity awards | -1,989 | 0 |
Repurchase and retirement of common stock | 0 | -3,777 |
Other | 244 | 741 |
Net cash (used in) provided by financing activities | -1,745 | 1,837 |
Effect of exchange rate changes on cash and cash equivalents | -47 | -4,717 |
(Decrease) increase in cash and cash equivalents | -2,765 | 8,427 |
Cash and cash equivalents at beginning of period | 384,426 | 330,419 |
Cash and cash equivalents at end of period | 381,661 | 338,846 |
Equipment purchases in accounts payable | 3,465 | 4,149 |
Debt Issuance Costs in other accrued liabilities | $4,242 | $0 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 29, 2014 | |
Summary of Significant Accounting Policies | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Nature of Operations Entegris, Inc. (Entegris or the Company) is a leading provider of a wide range of products for purifying, protecting and transporting critical materials used in processing and manufacturing in the microelectronics and other high-technology industries. | |
Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. Intercompany profits, transactions and balances have been eliminated in consolidation. | |
Use of Estimates The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, particularly receivables, inventories, property, plant and equipment, and intangibles, accrued expenses and income taxes and related accounts, and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. | |
The condensed consolidated 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 consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2013. The results of operations for the three months ended March 29, 2014 are not necessarily indicative of the results to be expected for the full year. | |
Fair Value of Financial Instruments The carrying value of accounts receivable and accounts payable approximates fair value due to the short maturity of those instruments. | |
Recent Accounting Pronouncements | |
The Company did not adopt any accounting pronouncements during the period ended March 29, 2014. | |
Other Accounting Standards Updates issued not effective for the Company until after March 29, 2014 are not expected to have a material effect on the Company’s condensed consolidated financial statements. |
Inventories
Inventories | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Inventories | ' | |||||||
INVENTORIES | ||||||||
Inventories consist of the following: | ||||||||
(In thousands) | March 29, 2014 | December 31, 2013 | ||||||
Raw materials | $ | 28,826 | $ | 26,012 | ||||
Work-in process | 13,464 | 10,512 | ||||||
Finished goods(a) | 57,676 | 56,998 | ||||||
Supplies | 533 | 552 | ||||||
Total inventories | $ | 100,499 | $ | 94,074 | ||||
(a) | Includes consignment inventories held by customers for $5.1 million and $5.1 million at March 29, 2014 and December 31, 2013, respectively. |
Earnings_Per_Common_Share
Earnings Per Common Share | 3 Months Ended | |||||
Mar. 29, 2014 | ||||||
Earnings Per Common Share | ' | |||||
EARNINGS PER COMMON SHARE | ||||||
The following table presents a reconciliation of the denominators used in the computation of basic and diluted earnings per common share (EPS): | ||||||
Three months ended | ||||||
(In thousands) | 29-Mar-14 | 30-Mar-13 | ||||
Basic—weighted common shares outstanding | 138,927 | 139,025 | ||||
Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock | 779 | 806 | ||||
Diluted—weighted common shares and common shares equivalent outstanding | 139,706 | 139,831 | ||||
The Company excluded the following shares underlying stock-based awards from the calculations of diluted EPS because their inclusion would have been anti-dilutive for the three months ended March 29, 2014 and March 30, 2013: | ||||||
Three months ended | ||||||
(In thousands) | 29-Mar-14 | 30-Mar-13 | ||||
Shares excluded from calculations of diluted EPS | 1,509 | 2,194 | ||||
Fair_Value
Fair Value | 3 Months Ended | |||||||||||||||||||||||||||||||
Mar. 29, 2014 | ||||||||||||||||||||||||||||||||
Fair Value | ' | |||||||||||||||||||||||||||||||
FAIR VALUE | ||||||||||||||||||||||||||||||||
Financial Assets Measured at Fair Value on a Recurring Basis | ||||||||||||||||||||||||||||||||
The following table presents the Company’s financial assets that are measured at fair value on a recurring basis at March 29, 2014 and December 31, 2013. Level 1 inputs are based on quoted prices in active markets accessible at the reporting date for identical assets and liabilities. Level 2 inputs are based on quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active, or model-based valuation techniques for which all significant assumptions are observable in a market. Level 3 inputs are based on prices or valuations that require inputs that are significant to the valuation and are unobservable. | ||||||||||||||||||||||||||||||||
March 29, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||
Cash equivalents | ||||||||||||||||||||||||||||||||
Commercial paper | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 49,988 | $ | — | $ | 49,988 | ||||||||||||||||
Money market fund deposits | 187,095 | — | — | 187,095 | 118,090 | — | — | 118,090 | ||||||||||||||||||||||||
Other current assets | ||||||||||||||||||||||||||||||||
Foreign exchange forward contracts | — | 257 | — | 257 | — | — | — | — | ||||||||||||||||||||||||
Total assets measured and recorded at fair value | $ | 187,095 | $ | 257 | $ | — | $ | 187,352 | $ | 118,090 | $ | 49,988 | $ | — | $ | 168,078 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Foreign exchange forward contracts | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 514 | $ | — | $ | 514 | ||||||||||||||||
Contingent consideration obligation | — | — | 1,282 | 1,282 | — | — | 1,282 | 1,282 | ||||||||||||||||||||||||
Total liabilities measured and recorded at fair value | $ | — | $ | — | $ | 1,282 | $ | 1,282 | $ | — | $ | 514 | $ | 1,282 | $ | 1,796 | ||||||||||||||||
The following table provides information about derivative positions held by the Company as of March 29, 2014 and December 31, 2013: | ||||||||||||||||||||||||||||||||
March 29, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
(In thousands) | Gross | Gross | Net amount | Gross | Gross | Net amount of | ||||||||||||||||||||||||||
amounts of | amounts | of assets | amounts | amounts | liabilities in the | |||||||||||||||||||||||||||
recognized | offset in the | in the | of | offset in the | condensed | |||||||||||||||||||||||||||
assets | condensed | condensed | recognized | condensed | consolidated | |||||||||||||||||||||||||||
consolidated | consolidated | liabilities | consolidated | balance sheet | ||||||||||||||||||||||||||||
balance | balance | balance | ||||||||||||||||||||||||||||||
sheet | sheet | sheet | ||||||||||||||||||||||||||||||
Foreign exchange forward contracts | $ | 292 | $ | 35 | $ | 257 | $ | 620 | $ | 106 | $ | 514 | ||||||||||||||||||||
Gains and losses associated with derivatives are recorded in other income, net in the condensed consolidated statements of operations. Gains (losses) associated with derivative instruments not designated as hedging instruments were as follows: | ||||||||||||||||||||||||||||||||
Three months ended | ||||||||||||||||||||||||||||||||
(In thousands) | 29-Mar-14 | 30-Mar-13 | ||||||||||||||||||||||||||||||
Gains (losses) on forward currency contracts | $ | 257 | $ | (3,354 | ) | |||||||||||||||||||||||||||
Segment_Reporting
Segment Reporting | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Segment Reporting | ' | |||||||
SEGMENT REPORTING | ||||||||
The Company’s financial reporting segments are Contamination Control Solutions (CCS), Microenvironments (ME) and Specialty Materials (SMD), each of which provide unique products and services, are separately managed and have separate financial information evaluated regularly by the Company’s chief operating decision maker in determining resource allocation and assessing performance. | ||||||||
• | CCS: provides a wide range of products and subsystems that purify, monitor and deliver critical liquids and gases used in the semiconductor manufacturing process. | |||||||
• | ME: provides products that protect wafers, reticles and electronic components at various stages of transport, processing and storage related to semiconductor manufacturing. | |||||||
• | SMD: provides specialized graphite components used in semiconductor equipment and offers low-temperature, plasma-enhanced chemical vapor deposition coatings of critical components of semiconductor manufacturing equipment used in various stages of the manufacturing process as well as graphite and silicon carbide for certain critical industrial markets. | |||||||
Inter-segment sales are not significant. Segment profit is defined as net sales less direct segment operating expenses, excluding certain unallocated expenses, consisting mainly of general and administrative costs for the Company’s human resources, finance and information technology functions as well as interest expense, and amortization of intangible assets. | ||||||||
Summarized financial information for the Company’s reportable segments is shown in the following table: | ||||||||
Three months ended | ||||||||
(In thousands) | March 29, 2014 | March 30, 2013 | ||||||
Net sales | ||||||||
CCS | $ | 105,318 | $ | 103,961 | ||||
ME | 42,791 | 44,132 | ||||||
SMD | 17,695 | 16,977 | ||||||
Total net sales | $ | 165,804 | $ | 165,070 | ||||
Three months ended | ||||||||
(In thousands) | March 29, 2014 | March 30, 2013 | ||||||
Segment profit | ||||||||
CCS | $ | 24,480 | $ | 22,078 | ||||
ME | 7,837 | 9,325 | ||||||
SMD | 1,913 | 2,216 | ||||||
Total segment profit | $ | 34,230 | $ | 33,619 | ||||
The following table reconciles total segment profit to operating income: | ||||||||
Three months ended | ||||||||
(In thousands) | March 29, 2014 | March 30, 2013 | ||||||
Total segment profit | $ | 34,230 | $ | 33,619 | ||||
Less: | ||||||||
Amortization of intangible assets | 2,336 | 2,287 | ||||||
Unallocated general and administrative expenses | 13,355 | 11,085 | ||||||
Operating income | 18,539 | 20,247 | ||||||
Other income, net | (16 | ) | (1,348 | ) | ||||
Income before income taxes | $ | 18,555 | $ | 21,595 | ||||
Subsequent_Event
Subsequent Event | 3 Months Ended |
Mar. 29, 2014 | |
Subsequent Event | ' |
Subsequent Event | ' |
On April 30, 2014, the Company acquired ATMI, Inc., a Delaware corporation (ATMI), for approximately $1.2 billion in cash pursuant to an Agreement and Plan of Merger (the Merger Agreement) with ATMI and Atomic Merger Corporation, a Delaware corporation and wholly-owned subsidiary of Entegris (Merger Sub). The Merger Agreement provides that, upon the terms and subject to the conditions thereof, Merger Sub would be merged with and into ATMI (the Merger). As a result of the Merger, ATMI became a wholly-owned subsidiary of the Company. The Merger will be accounted for under the acquisition method of accounting and the results of operations of ATMI will be included in the Company's condensed consolidated financial statements as of and since April 30, 2014. Costs of $1.3 million associated with the acquisition of ATMI were expensed as incurred in the three months ended March 29, 2014. | |
ATMI is a leading supplier of high-performance materials, materials packaging and materials delivery systems used worldwide in the manufacture of microelectronics devices. Its products consist of “front-end” semiconductor performance materials, sub-atmospheric pressure gas delivery systems for safe handling and delivery of toxic and hazardous gases to semiconductor process equipment, and high-purity materials packaging and dispensing systems that allow for the reliable introduction of low volatility liquids and solids to microelectronics processes. ATMI’s sales for the year ended December 31, 2013 were approximately $361 million. | |
The Company was not able to include certain required disclosures in its quarterly report on Form 10-Q for the three months ended March 29, 2014 because the information necessary to complete the preliminary purchase price allocation related to the acquisition was not yet available. | |
The Merger was funded with existing cash balances as well as funds raised by the Company through the issuance of debt in the form of a senior secured term loan in an aggregate principal amount of $460 million and senior unsecured notes in an aggregate principal amount of $360 million. On April 1, 2014, the Company issued $360 million aggregate principal amount of 6% senior unsecured notes due April 1, 2022. The Company entered into the senior secured term loan facility on April 30, 2014 in an aggregate principal amount of $460 million. The senior secured term loan is due April 30, 2021 and initially bears interest at a rate per annum equal to the sum of 2.75% plus the applicable LIBOR rate then in effect. In addition to the senior term loan, on April 30, 2014 the Company also entered into a senior secured asset-based revolving credit facility that provides financing of $75 million, subject to a borrowing base. The senior secured asset-based revolving credit facility is due April 30, 2019 and bears interest at a rate per annum equal to the sum of 2% plus the applicable LIBOR rate then in effect. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 29, 2014 | |
Nature of Operations | ' |
Nature of Operations Entegris, Inc. (Entegris or the Company) is a leading provider of a wide range of products for purifying, protecting and transporting critical materials used in processing and manufacturing in the microelectronics and other high-technology industries. | |
Principles of Consolidation | ' |
Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. Intercompany profits, transactions and balances have been eliminated in consolidation. | |
Use of Estimates | ' |
Use of Estimates The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, particularly receivables, inventories, property, plant and equipment, and intangibles, accrued expenses and income taxes and related accounts, and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Basis of Presentation | ' |
Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States. | |
The condensed consolidated 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 consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2013. The results of operations for the three months ended March 29, 2014 are not necessarily indicative of the results to be expected for the full year. | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments The carrying value of accounts receivable and accounts payable approximates fair value due to the short maturity of those instruments. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
The Company did not adopt any accounting pronouncements during the period ended March 29, 2014. | |
Other Accounting Standards Updates issued not effective for the Company until after March 29, 2014 are not expected to have a material effect on the Company’s condensed consolidated financial statements. |
Inventories_Tables
Inventories (Tables) | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Inventories | ' | |||||||
Inventories consist of the following: | ||||||||
(In thousands) | March 29, 2014 | December 31, 2013 | ||||||
Raw materials | $ | 28,826 | $ | 26,012 | ||||
Work-in process | 13,464 | 10,512 | ||||||
Finished goods(a) | 57,676 | 56,998 | ||||||
Supplies | 533 | 552 | ||||||
Total inventories | $ | 100,499 | $ | 94,074 | ||||
(a) | Includes consignment inventories held by customers for $5.1 million and $5.1 million at March 29, 2014 and December 31, 2013, respectively. |
Earnings_Per_Common_Share_Tabl
Earnings Per Common Share (Tables) | 3 Months Ended | |||||
Mar. 29, 2014 | ||||||
Reconcilation of Share Amount Used in Computaion of Basic and Diluted Earnings Per Share (EPS) | ' | |||||
The following table presents a reconciliation of the denominators used in the computation of basic and diluted earnings per common share (EPS): | ||||||
Three months ended | ||||||
(In thousands) | 29-Mar-14 | 30-Mar-13 | ||||
Basic—weighted common shares outstanding | 138,927 | 139,025 | ||||
Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock | 779 | 806 | ||||
Diluted—weighted common shares and common shares equivalent outstanding | 139,706 | 139,831 | ||||
Shares Excluded Underlying Stock Based Awards from Calculations of Diluted EPS | ' | |||||
The Company excluded the following shares underlying stock-based awards from the calculations of diluted EPS because their inclusion would have been anti-dilutive for the three months ended March 29, 2014 and March 30, 2013: | ||||||
Three months ended | ||||||
(In thousands) | 29-Mar-14 | 30-Mar-13 | ||||
Shares excluded from calculations of diluted EPS | 1,509 | 2,194 | ||||
Fair_Value_Tables
Fair Value (Tables) | 3 Months Ended | |||||||||||||||||||||||||||||||
Mar. 29, 2014 | ||||||||||||||||||||||||||||||||
Financial Assets Measured At Fair Value On Recurring Basis | ' | |||||||||||||||||||||||||||||||
The following table presents the Company’s financial assets that are measured at fair value on a recurring basis at March 29, 2014 and December 31, 2013. Level 1 inputs are based on quoted prices in active markets accessible at the reporting date for identical assets and liabilities. Level 2 inputs are based on quoted prices for similar instruments in active markets and quoted prices for identical or similar instruments in markets that are not active, or model-based valuation techniques for which all significant assumptions are observable in a market. Level 3 inputs are based on prices or valuations that require inputs that are significant to the valuation and are unobservable. | ||||||||||||||||||||||||||||||||
March 29, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
(In thousands) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||
Assets: | ||||||||||||||||||||||||||||||||
Cash equivalents | ||||||||||||||||||||||||||||||||
Commercial paper | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 49,988 | $ | — | $ | 49,988 | ||||||||||||||||
Money market fund deposits | 187,095 | — | — | 187,095 | 118,090 | — | — | 118,090 | ||||||||||||||||||||||||
Other current assets | ||||||||||||||||||||||||||||||||
Foreign exchange forward contracts | — | 257 | — | 257 | — | — | — | — | ||||||||||||||||||||||||
Total assets measured and recorded at fair value | $ | 187,095 | $ | 257 | $ | — | $ | 187,352 | $ | 118,090 | $ | 49,988 | $ | — | $ | 168,078 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Foreign exchange forward contracts | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 514 | $ | — | $ | 514 | ||||||||||||||||
Contingent consideration obligation | — | — | 1,282 | 1,282 | — | — | 1,282 | 1,282 | ||||||||||||||||||||||||
Total liabilities measured and recorded at fair value | $ | — | $ | — | $ | 1,282 | $ | 1,282 | $ | — | $ | 514 | $ | 1,282 | $ | 1,796 | ||||||||||||||||
Information about Derivative Positions | ' | |||||||||||||||||||||||||||||||
The following table provides information about derivative positions held by the Company as of March 29, 2014 and December 31, 2013: | ||||||||||||||||||||||||||||||||
March 29, 2014 | December 31, 2013 | |||||||||||||||||||||||||||||||
(In thousands) | Gross | Gross | Net amount | Gross | Gross | Net amount of | ||||||||||||||||||||||||||
amounts of | amounts | of assets | amounts | amounts | liabilities in the | |||||||||||||||||||||||||||
recognized | offset in the | in the | of | offset in the | condensed | |||||||||||||||||||||||||||
assets | condensed | condensed | recognized | condensed | consolidated | |||||||||||||||||||||||||||
consolidated | consolidated | liabilities | consolidated | balance sheet | ||||||||||||||||||||||||||||
balance | balance | balance | ||||||||||||||||||||||||||||||
sheet | sheet | sheet | ||||||||||||||||||||||||||||||
Foreign exchange forward contracts | $ | 292 | $ | 35 | $ | 257 | $ | 620 | $ | 106 | $ | 514 | ||||||||||||||||||||
Gains and (losses) associated with derivatives | ' | |||||||||||||||||||||||||||||||
Gains and losses associated with derivatives are recorded in other income, net in the condensed consolidated statements of operations. Gains (losses) associated with derivative instruments not designated as hedging instruments were as follows: | ||||||||||||||||||||||||||||||||
Three months ended | ||||||||||||||||||||||||||||||||
(In thousands) | 29-Mar-14 | 30-Mar-13 | ||||||||||||||||||||||||||||||
Gains (losses) on forward currency contracts | $ | 257 | $ | (3,354 | ) | |||||||||||||||||||||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Summary of Financial Information for Reportable Segments | ' | |||||||
Summarized financial information for the Company’s reportable segments is shown in the following table: | ||||||||
Three months ended | ||||||||
(In thousands) | March 29, 2014 | March 30, 2013 | ||||||
Net sales | ||||||||
CCS | $ | 105,318 | $ | 103,961 | ||||
ME | 42,791 | 44,132 | ||||||
SMD | 17,695 | 16,977 | ||||||
Total net sales | $ | 165,804 | $ | 165,070 | ||||
Three months ended | ||||||||
(In thousands) | March 29, 2014 | March 30, 2013 | ||||||
Segment profit | ||||||||
CCS | $ | 24,480 | $ | 22,078 | ||||
ME | 7,837 | 9,325 | ||||||
SMD | 1,913 | 2,216 | ||||||
Total segment profit | $ | 34,230 | $ | 33,619 | ||||
Reconciliation of Total Segment Profit to Operating Income | ' | |||||||
The following table reconciles total segment profit to operating income: | ||||||||
Three months ended | ||||||||
(In thousands) | March 29, 2014 | March 30, 2013 | ||||||
Total segment profit | $ | 34,230 | $ | 33,619 | ||||
Less: | ||||||||
Amortization of intangible assets | 2,336 | 2,287 | ||||||
Unallocated general and administrative expenses | 13,355 | 11,085 | ||||||
Operating income | 18,539 | 20,247 | ||||||
Other income, net | (16 | ) | (1,348 | ) | ||||
Income before income taxes | $ | 18,555 | $ | 21,595 | ||||
Inventories_Detail
Inventories (Detail) (USD $) | Mar. 29, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Net | ' | ' |
Raw materials | $28,826 | $26,012 |
Work-in process | 13,464 | 10,512 |
Finished goods | 57,676 | 56,998 |
Supplies | 533 | 552 |
Inventory, Net | $100,499 | $94,074 |
Inventories_Parenthetical_Deta
Inventories (Parenthetical) (Detail) (USD $) | Mar. 29, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Inventory Net [Abstract] | ' | ' |
Consignment inventories held by customers | $5.10 | $5.10 |
Reconciliation_of_Share_Amount
Reconciliation of Share Amount Used in Computation of Basic and Diluted Earnings Per Share (EPS) (Detail) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Weighted shares outstanding: | ' | ' |
Basic-weighted common shares outstanding | 138,927 | 139,025 |
Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock | 779 | 806 |
Diluted-weighted common shares and common shares equivalent outstanding | 139,706 | 139,831 |
Shares_Excluded_Underlying_Sto
Shares Excluded Underlying Stock Based Award from Calucations of Diluted EPS (Detail) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Shares excluded from calculations of diluted EPS | 1,509 | 2,194 |
Fair_Value_Details
Fair Value (Details) (USD $) | Mar. 29, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Foreign exchange forward contract assets | $257,000 | ' |
Total assets measured and recorded at fair value | 187,352,000 | 168,078,000 |
Foreign exchange forward contracts liabilities | ' | 514,000 |
Total liabilities measured and recorded at fair value | 1,282,000 | 1,796,000 |
Liability [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Contingent consideration obligation | 1,282,000 | 1,282,000 |
Forward Contracts [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Foreign exchange forward contract assets | 257,000 | 0 |
Foreign exchange forward contracts liabilities | 0 | 514,000 |
Commercial Paper [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | 0 | 49,988,000 |
Money Market Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | 187,095,000 | 118,090,000 |
Fair Value, Inputs, Level 1 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total assets measured and recorded at fair value | 187,095,000 | 118,090,000 |
Total liabilities measured and recorded at fair value | 0 | 0 |
Fair Value, Inputs, Level 1 | Liability [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Contingent consideration obligation | 0 | 0 |
Fair Value, Inputs, Level 1 | Forward Contracts [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Foreign exchange forward contract assets | 0 | 0 |
Foreign exchange forward contracts liabilities | 0 | 0 |
Fair Value, Inputs, Level 1 | Commercial Paper [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | 0 | 0 |
Fair Value, Inputs, Level 1 | Money Market Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | 187,095,000 | 118,090,000 |
Fair Value, Inputs, Level 2 | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total assets measured and recorded at fair value | 257,000 | 49,988,000 |
Total liabilities measured and recorded at fair value | 0 | 514,000 |
Fair Value, Inputs, Level 2 | Liability [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Contingent consideration obligation | 0 | 0 |
Fair Value, Inputs, Level 2 | Forward Contracts [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Foreign exchange forward contract assets | 257,000 | 0 |
Foreign exchange forward contracts liabilities | 0 | 514,000 |
Fair Value, Inputs, Level 2 | Commercial Paper [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | 0 | 49,988,000 |
Fair Value, Inputs, Level 2 | Money Market Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Total assets measured and recorded at fair value | 0 | 0 |
Total liabilities measured and recorded at fair value | 1,282,000 | 1,282,000 |
Fair Value, Inputs, Level 3 [Member] | Liability [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Contingent consideration obligation | 1,282,000 | 1,282,000 |
Fair Value, Inputs, Level 3 [Member] | Forward Contracts [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Foreign exchange forward contract assets | 0 | 0 |
Foreign exchange forward contracts liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Commercial Paper [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Money Market Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | $0 | $0 |
Information_about_Derivative_P
Information about Derivative Positions (Detail) (USD $) | Mar. 29, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivative [Line Items] | ' | ' |
Gross amounts of recognized assets | $292 | ' |
Gross amounts of liabilities offset in the condensed consolidated balance sheet | 35 | ' |
Net amount of assets in the condensed consolidated balance sheet | 257 | ' |
Gross amounts of recognized liabilities | ' | 620 |
Gross amounts offset in the condensed consolidated balance sheet | ' | 106 |
Net amount of liabilities in the condensed consolidated balance sheet | ' | $514 |
Fair_Value_Gains_and_losses_as
Fair Value Gains and (losses) associated with derivatives (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Fair Value Disclosures [Abstract] | ' | ' |
Gains (losses) on forward currency contracts | $257 | ($3,354) |
Summary_of_Financial_Informati
Summary of Financial Information for Reportable Segments (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Segment Reporting Information [Line Items] | ' | ' |
Total net sales | $165,804 | $165,070 |
Total Segment Profit | 34,230 | 33,619 |
CCS | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total net sales | 105,318 | 103,961 |
Total Segment Profit | 24,480 | 22,078 |
ME | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total net sales | 42,791 | 44,132 |
Total Segment Profit | 7,837 | 9,325 |
SMD | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Total net sales | 17,695 | 16,977 |
Total Segment Profit | $1,913 | $2,216 |
Reconciliation_of_Total_Segmen
Reconciliation of Total Segment Profit to Operating Income (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' |
Total Segment Profit | $34,230 | $33,619 |
Amortization | 2,336 | 2,287 |
Unallocated General And Administrative Expenses | 13,355 | 11,085 |
Operating income | 18,539 | 20,247 |
Other income, net | -16 | -1,348 |
Income before income taxes | $18,555 | $21,595 |
Subsequent_Event_Details
Subsequent Event (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | |||
Mar. 29, 2014 | Dec. 31, 2013 | Jun. 28, 2014 | Apr. 30, 2014 | Apr. 01, 2014 | Apr. 30, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Senior secured term loan [Member] | Senior unsecured notes [Member] | Senior secured asset-based revolving credit facility [Member] | ||||
Subsequent Event | ' | ' | ' | ' | ' | ' |
Payments to Acquire Businesses, Net of Cash Acquired | ' | ' | $1,200,000,000 | ' | ' | ' |
Business Acquisition, Transaction Costs | 1,300,000 | ' | ' | ' | ' | ' |
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period | ' | 361,000,000 | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | $460,000,000 | $360,000,000 | $75,000,000 |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | 6.00% | ' |
Percentage Points Added to LIBOR Rate | ' | ' | ' | 2.75% | ' | 2.00% |