Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 27, 2014 | Oct. 27, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 27-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
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 | ' | 139,501,173 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 27, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $390,493 | $384,426 |
Short-term Investments | 7,930 | 0 |
Trade accounts and notes receivable, net of allowance for doubtful accounts of $1,974 and $1,779 | 175,087 | 101,873 |
Inventories | 164,601 | 94,074 |
Deferred tax assets, deferred tax charges and refundable income taxes | 23,450 | 20,844 |
Other current assets | 21,335 | 11,088 |
Total current assets | 782,896 | 612,305 |
Property, plant and equipment, net of accumulated depreciation of $309,823 and $283,815 | 316,385 | 186,440 |
Goodwill | 336,252 | 12,274 |
Other assets: | ' | ' |
Intangible assets, net of accumulated amortization of $134,322 and $109,468 | 322,282 | 43,509 |
Deferred tax assets and other noncurrent tax assets | 1,964 | 12,039 |
Other | 35,441 | 8,727 |
Total assets | 1,795,220 | 875,294 |
Current liabilities: | ' | ' |
Long-term Debt, Current Maturities | 4,600 | 0 |
Accounts payable | 67,095 | 38,396 |
Accrued payroll and related benefits | 45,725 | 30,116 |
Interest payable | 14,695 | 0 |
Other accrued liabilities | 33,572 | 18,700 |
Deferred tax liabilities and income taxes payable | 7,601 | 10,373 |
Total current liabilities | 173,288 | 97,585 |
Long-term Debt, Excluding Current Maturities | 788,249 | 0 |
Pension benefit obligations and other liabilities | 25,376 | 15,411 |
Deferred tax liabilities and other noncurrent tax liabilities | 50,030 | 5,455 |
Commitments and contingent liabilities | ' | ' |
Equity: | ' | ' |
Preferred stock, par value $.01; 5,000,000 shares authorized; none issued and outstanding as of September 27, 2014 and December 31, 2013 | 0 | 0 |
Common stock, par value $.01; 400,000,000 shares authorized; issued and outstanding shares as of September 27, 2014 and December 31, 2013: 139,500,865 and 138,734,442 | 1,395 | 1,387 |
Additional paid-in capital | 826,394 | 819,632 |
Retained deficit | -90,024 | -88,599 |
Accumulated other comprehensive income | 20,512 | 24,423 |
Total equity | 758,277 | 756,843 |
Total liabilities and equity | $1,795,220 | $875,294 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 27, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Trade accounts and notes receivable, allowance for doubtful accounts | $1,974 | $1,779 |
Property, plant and equipment, accumulated depreciation | 309,823 | 283,815 |
Intangible assets, Accumulated amortization | $134,322 | $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 | 139,500,865 | 138,734,442 |
Common stock, shares outstanding | 139,500,865 | 138,734,442 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements Of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
Net sales | $273,054 | $164,585 | $690,436 | $507,199 |
Cost of sales | 174,311 | 94,453 | 431,673 | 292,369 |
Gross profit | 98,743 | 70,132 | 258,763 | 214,830 |
Selling, general and administrative expenses | 55,820 | 31,746 | 172,954 | 99,564 |
Engineering, research and development expenses | 24,427 | 13,947 | 61,698 | 39,547 |
Amortization of intangible assets | 13,128 | 2,343 | 24,854 | 6,989 |
Contingent consideration fair value adjustment | 0 | -1,813 | -1,282 | -1,813 |
Operating income | 5,368 | 23,909 | 539 | 70,543 |
Interest expense | 10,443 | 56 | 23,009 | 100 |
Interest income | -347 | -75 | -762 | -254 |
Other expense (income), net | 110 | 982 | 1,639 | -1,141 |
(Loss) income before income taxes and equity in net loss of affiliates | -4,838 | 22,946 | -23,347 | 71,838 |
Income tax (benefit) expense | -3,810 | 5,139 | -22,012 | 17,853 |
Equity in net loss of affiliates | 40 | 0 | 90 | 0 |
Net (loss) income | ($1,068) | $17,807 | ($1,425) | $53,985 |
Basic net (loss) income per common share | ($0.01) | $0.13 | ($0.01) | $0.39 |
Diluted net (loss) income per common share | ($0.01) | $0.13 | ($0.01) | $0.39 |
Weighted shares outstanding: | ' | ' | ' | ' |
Basic | 139,480 | 138,904 | 139,215 | 139,061 |
Diluted | 139,480 | 139,482 | 139,215 | 139,688 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements Of Comprehensive (Loss) Income (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
Net (loss) income | ($1,068) | $17,807 | ($1,425) | $53,985 |
Other comprehensive income (loss), net of tax | ' | ' | ' | ' |
Foreign currency translation adjustments | -8,749 | 2,105 | -2,919 | -14,314 |
Available for sale securities, unrealized loss, net of tax benefit of $367 | -393 | 0 | -1,037 | 0 |
Reclassification of cumulative translation adjustment associated with liquidated subsidiary | 0 | 739 | 0 | 739 |
Pension liability adjustments | 26 | -5 | 45 | 52 |
Other comprehensive (loss) income | -9,116 | 2,839 | -3,911 | -13,523 |
Comprehensive (loss) income | ($10,184) | $20,646 | ($5,336) | $40,462 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements Of Equity (USD $) | Total | Common stock | Additional paid-in capital | Retained deficit | Foreign currency translation adjustments | Defined benefit pension adjustments | Accumulated Net Unrealized Investment Gain (Loss) |
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) | ' | 1,748 | ' | ' | ' | ' | ' |
Shares issued under stock plans | 6,667 | 17 | 6,650 | 0 | 0 | 0 | ' |
Share-based compensation expense | 5,859 | 0 | 5,859 | 0 | 0 | 0 | ' |
Repurchase and retirement of common stock (shares) | ' | -1,539 | ' | ' | ' | ' | ' |
Repurchase and retirement of common stock | -14,826 | -15 | -8,998 | -5,813 | 0 | 0 | ' |
Tax benefit associated with stock plans | 1,125 | 0 | 1,125 | 0 | 0 | 0 | ' |
Pension liability adjustments | 52 | 0 | 0 | 0 | 0 | 52 | ' |
Reclassification of cumulative translation adjustment associated with liquidated subsidiary | 739 | 0 | 0 | ' | 739 | 0 | ' |
Foreign currency translation | -14,314 | 0 | 0 | 0 | -14,314 | 0 | ' |
Net (loss) income | 53,985 | 0 | 0 | 53,985 | 0 | 0 | ' |
Balance at Sep. 28, 2013 | 734,086 | 1,387 | 814,150 | -108,866 | 28,422 | -1,007 | ' |
Balance (in shares) at Sep. 28, 2013 | ' | 138,667 | ' | ' | ' | ' | ' |
Balance at Dec. 31, 2013 | 756,843 | 1,387 | 819,632 | -88,599 | 25,280 | -857 | 0 |
Balance (in shares) at Dec. 31, 2013 | ' | 138,734 | ' | ' | ' | ' | ' |
Shares issued under stock plans, net of shares withheld for employee taxes (shares) | ' | 767 | ' | ' | ' | ' | ' |
Shares issued under stock plans, net of shares withheld for employee taxes | -585 | 8 | -593 | 0 | 0 | 0 | 0 |
Share-based compensation expense | 6,513 | 0 | 6,513 | 0 | 0 | 0 | 0 |
Tax benefit associated with stock plans | 842 | 0 | 842 | 0 | 0 | 0 | 0 |
Pension liability adjustments | 45 | 0 | 0 | 0 | 0 | 45 | 0 |
Reclassification of cumulative translation adjustment associated with liquidated subsidiary | 0 | ' | ' | ' | ' | ' | ' |
Available for sale securities, change in net unrealized losses | -1,037 | 0 | 0 | 0 | 0 | 0 | -1,037 |
Foreign currency translation | -2,919 | 0 | 0 | 0 | -2,919 | 0 | 0 |
Net (loss) income | -1,425 | 0 | 0 | -1,425 | ' | 0 | 0 |
Balance at Sep. 27, 2014 | $758,277 | $1,395 | $826,394 | ($90,024) | $22,361 | ($812) | ($1,037) |
Balance (in shares) at Sep. 27, 2014 | ' | 139,501 | ' | ' | ' | ' | ' |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements Of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 |
Operating activities: | ' | ' |
Net (loss) income | ($1,425) | $53,985 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ' | ' |
Depreciation | 33,005 | 21,812 |
Amortization | 24,854 | 6,989 |
Share-based compensation expense | 6,513 | 5,859 |
Charge for fair value write-up of acquired inventory sold | 48,586 | 0 |
Provision for deferred income taxes | -28,782 | 3,282 |
Other | 7,036 | 866 |
Changes in operating assets and liabilities: | ' | ' |
Trade accounts and notes receivable | -21,299 | -16,722 |
Inventories | -8,078 | -2,555 |
Accounts payable and accrued liabilities | 27,929 | -970 |
Other current assets | 45 | 391 |
Income taxes payable and refundable income taxes | -3,153 | 5,239 |
Other | 5,989 | -3,483 |
Net cash provided by operating activities | 91,220 | 74,693 |
Investing activities: | ' | ' |
Acquisition of business, net of Cash Acquired | -809,390 | -13,358 |
Acquisition of property, plant and equipment | -44,013 | -49,030 |
Proceeds from maturities of short-term investments | 8,888 | 20,000 |
Proceeds from sale of assets held for sale | 0 | 6,500 |
Payments for non-compete agreements | -7,517 | 0 |
Other | 560 | 188 |
Net cash used in investing activities | -851,472 | -35,700 |
Financing activities: | ' | ' |
Proceeds from long-term debt | 855,200 | 0 |
Payments of long-term debt | -62,500 | 0 |
Issuance of common stock | 1,705 | 6,667 |
Taxes paid related to net share settlement of equity awards | -2,290 | 0 |
Payments for debt issue costs | -20,747 | 0 |
Repurchase and retirement of common stock | 0 | -14,826 |
Other | 763 | 1,125 |
Net cash provided by (used in) financing activities | 772,131 | -7,034 |
Effect of exchange rate changes on cash and cash equivalents | -5,812 | -3,596 |
Increase in cash and cash equivalents | 6,067 | 28,363 |
Cash and cash equivalents at beginning of period | 384,426 | 330,419 |
Cash and cash equivalents at end of period | 390,493 | 358,782 |
Supplemental Cash Flow Information | ' | ' |
Equipment purchases in accounts payable | $261 | $1,952 |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 27, 2014 | |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Nature of Operations Entegris, Inc. (Entegris or the Company) is a leading provider of yield-enhancing materials and solutions for advanced manufacturing processes in the semiconductor 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 and contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of September 27, 2014 and December 31, 2013, and the results of operations, comprehensive (loss) income, equity and cash flows for the three and nine months ended September 27, 2014 and September 28, 2013. | |
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 and nine months ended September 27, 2014 are not necessarily indicative of the results to be expected for the full year. | |
Recent Accounting Pronouncements | |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606)(ASU 2014-09). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. ASU 2014-09 is effective beginning January 1, 2017. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and disclosures. | |
Other Accounting Standards Updates issued but not effective for the Company until after September 27, 2014 are not expected to have a material effect on the Company’s condensed consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended | ||||||||||||
Sep. 27, 2014 | |||||||||||||
Acquisitions [Abstract] | ' | ||||||||||||
Acquisitions | ' | ||||||||||||
ACQUISITIONS | |||||||||||||
ATMI | |||||||||||||
On April 30, 2014, the Company acquired ATMI, Inc. (the Merger), a Delaware corporation (ATMI), for approximately $1.1 billion in cash pursuant to an Agreement and Plan of Merger (the Merger Agreement), dated as of February 4, 2014. As a result of the Merger, ATMI became a wholly-owned subsidiary of the Company. The Merger was accounted for under the acquisition method of accounting and the results of operations of ATMI are included in the Company's condensed consolidated financial statements as of and since April 30, 2014. Direct costs of $13.3 million associated with the acquisition of ATMI, consisting mainly of professional and consulting fees, were expensed as incurred in the nine months ended September 27, 2014. These costs are classified as selling, general and administrative expense in the Company's condensed consolidated statements of operations. | |||||||||||||
ATMI is a leading supplier of high-performance materials, materials packaging and materials delivery systems used worldwide in the manufacture of microelectronic devices. These products consist of “front-end” semiconductor performance materials, sub-atmospheric pressure gas delivery systems for safe handling and delivery of toxic and hazardous gases, and high-purity materials packaging and dispensing systems that allow for the reliable introduction of low volatility liquids and solids to microelectronics processes. The acquisition was executed to expand the Company’s product offering base and technological base, and enhance the leverage of its selling and administrative functions. ATMI’s sales for the year ended December 31, 2013 were approximately $361 million. | |||||||||||||
The purchase price of ATMI consisted of the following: | |||||||||||||
(In thousands): | |||||||||||||
Cash paid to ATMI shareholders | $ | 1,099,033 | |||||||||||
Cash paid in settlement of share-based compensation awards | 31,451 | ||||||||||||
Total purchase price | 1,130,484 | ||||||||||||
Less cash and cash equivalents acquired | 321,094 | ||||||||||||
Total purchase price, net of cash acquired | $ | 809,390 | |||||||||||
Under the terms of the Merger Agreement, the Company paid $34 per share for all outstanding common shares of ATMI (excluding treasury shares). In addition, the Company settled all outstanding share-based compensation awards held by ATMI employees at the same per share price. The acquisition method of accounting requires the Company to include the amount associated with pre-combination service as consideration in the acquisition, reflected in the table immediately above, while the fair value of the unvested portion of the awards in the amount of $21.3 million is recorded as expense, classified as selling, general and administrative expense, in the Company's condensed consolidated statement of operations. | |||||||||||||
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 as described in further detail in note 7 to the condensed consolidated financial statements. | |||||||||||||
The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the ATMI acquisition: | |||||||||||||
(In thousands): | |||||||||||||
Accounts receivable and other current assets | $ | 106,824 | |||||||||||
Inventory | 115,469 | ||||||||||||
Property, plant and equipment | 127,164 | ||||||||||||
Identifiable intangible assets | 296,074 | ||||||||||||
Other noncurrent assets | 15,748 | ||||||||||||
Current liabilities | (89,162 | ) | |||||||||||
Deferred tax liabilities and other noncurrent liabilities | (86,753 | ) | |||||||||||
Net assets acquired | 485,364 | ||||||||||||
Goodwill | 324,026 | ||||||||||||
Total purchase price, net of cash acquired | $ | 809,390 | |||||||||||
The fair value of acquired inventories of $115.5 million is valued at the estimated selling price less the cost of disposal and reasonable profit for the selling effort, and is provisional pending the Company's final review. The fair value write-up of acquired finished goods inventory was $48.6 million, the amount amortized over the expected turn of the acquired inventory. Accordingly, $24.3 million and $48.6 million incremental cost of sales charges associated with the fair value write-up of inventory acquired in the merger with ATMI was recorded for the three and nine months ended September 27, 2014, respectively. | |||||||||||||
The fair value of acquired property, plant and equipment of $127.2 million is valued at its value-in-use, unless there was a known plan to dispose of an asset, and is provisional pending the Company's completion of its valuation of certain assets, and its final review of all acquired property, plant and equipment. | |||||||||||||
The fair value of the acquired intangible assets is $296.1 million. The acquired intangible assets, all of which are finite-lived, have a weighted average useful life of approximately 8.3 years and are being amortized on a straight-line basis. The intangible assets that comprise the amount include customer relationships of $165.1 million (10-year weighted average useful life), developed technology and related trade names of $120.8 million (6-year weighted average useful life), and other intangible assets of $10.2 million (7.2-year weighted average useful life). | |||||||||||||
The fair value of acquired identifiable intangible assets was determined using the “income approach” on an individual project basis. In performing these valuations, the key underlying probability-adjusted assumptions of the discounted cash flows were projected revenues, gross margin expectations and operating cost estimates. The valuations were based on the information that was available as of the acquisition date and the expectations and assumptions that have been deemed reasonable by the Company’s management. There are inherent uncertainties and management judgment required in these determinations. The fair value measurements of the assets acquired and liabilities assumed were based on valuations involving significant unobservable inputs, or Level 3 in the fair value hierarchy. | |||||||||||||
The purchase price of ATMI exceeded the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed by $324.0 million. Cash flows used to determine the purchase price included strategic and synergistic benefits (investment value) specific to the Company, which resulted in a purchase price in excess of the fair value of identifiable net assets. The purchase price also included the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value in addition to a going-concern element that represents the Company's ability to earn a higher rate of return on the group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill. No amount of goodwill is expected to be deductible for income tax purposes. | |||||||||||||
The final valuation of assets acquired and liabilities assumed is expected to be completed as soon as possible, but no later than one year from the acquisition date. Given the size and complexity of the acquisition, the valuation of certain assets and liabilities is still being completed, or is subject to final review. In addition to inventory and property, plant and equipment, as noted above, the Company's valuation of ATMI's tax accounts is provisional pending the completion of and the Company's review of ATMI's tax returns to be filed for periods up to the acquisition date. To the extent that the Company's estimates require adjustment, the Company will modify the value. | |||||||||||||
Subsequent to the Merger, the Company agreed to make severance payments of $7.5 million to ATMI executives. Under the terms of various agreements, the executives are unable to compete with the Company for periods averaging 1.6 years. Based on the Company's analysis, the payments associated with these noncompete clauses were capitalized as finite-lived intangible assets to be amortized over twelve to eighteen months. The fair value of these noncompete clauses was determined using the “income approach” on an individual executive basis, following a methodology similar to the one described above for acquired identifiable intangible assets. | |||||||||||||
Pro Forma Results | |||||||||||||
The following unaudited pro forma financial information presents the combined results of operations of the Company as if the acquisition of ATMI had occurred as of the beginning of the years presented. The unaudited pro forma financial information is not necessarily indicative of what the Company’s consolidated results of operations actually would have been had the acquisition occurred at the beginning of each year. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined company. | |||||||||||||
Three months ended | Nine months ended | ||||||||||||
(In thousands, except per share data) (Unaudited) | 27-Sep-14 | 28-Sep-13 | 27-Sep-14 | 28-Sep-13 | |||||||||
Net sales | $ | 273,054 | $ | 251,799 | $ | 804,701 | $ | 770,688 | |||||
Net income (loss) | 15,937 | 15,726 | 58,967 | 46,089 | |||||||||
Per share amounts: | |||||||||||||
Net income (loss) per common share - basic | $ | 0.11 | $ | 0.11 | $ | 0.42 | $ | 0.33 | |||||
Net income (loss) per common share - diluted | 0.11 | 0.11 | 0.42 | 0.33 | |||||||||
The unaudited pro forma financial information above gives effect to the following: | |||||||||||||
a. | The elimination of transactions between Entegris and ATMI, which upon completion of the merger would be considered intercompany. This reflects the elimination of intercompany sales and associated intercompany accounts. | ||||||||||||
b. | Incremental amortization and depreciation expense related to the estimated fair value of identifiable intangible assets and property, plant and equipment from the purchase price allocation. | ||||||||||||
c. | The above pro forma results have been reclassified to segregate the operating results of ATMI's discontinued operations. | ||||||||||||
The unaudited pro forma financial information above for the three and nine months ended September 27, 2014 excludes the purchase accounting impact of the incremental charge reported in cost of sales for the sale of acquired inventory that was written-up to fair value of $24.3 million and $48.6 million, respectively. | |||||||||||||
The pro forma data does not include data for Jetalon Solutions, Inc. for the period prior to its acquisition due to the immaterial impact on the pro forma financial information for the three and nine months ended September 27, 2014. | |||||||||||||
Jetalon | |||||||||||||
On April 1, 2013, the Company acquired substantially all the operating assets and liabilities of Jetalon Solutions, Inc. (Jetalon), a California-based supplier of fluid metrology products. The transaction was accounted for under the acquisition method of accounting and the results of operations of the entity are included in the Company's condensed consolidated financial statements as of and since April 1, 2013. The acquisition of Jetalon’s assets and liabilities did not constitute a material business combination. | |||||||||||||
The purchase price for Jetalon included cash consideration of $13.4 million, funded from the Company's then-existing cash on hand, and earnout-based contingent consideration of up to $14.5 million based on the operating performance of Jetalon in 2013, 2014 and 2015. Costs associated with the acquisition of Jetalon were not significant and were expensed as incurred. | |||||||||||||
Upon acquisition, the Company recorded a contingent consideration obligation of $3.1 million representing the fair value of the earnout-based contingent consideration. This amount was estimated through a valuation model that incorporates probability-adjusted assumptions relating to the achievement of possible operating results and the likelihood of the Company making payments. This fair value measurement is based upon significant inputs not observable in the market and therefore represents a Level 3 measurement. | |||||||||||||
The purchase price of Jetalon consisted of the following: | |||||||||||||
(In thousands): | |||||||||||||
Cash paid at closing | $ | 13,358 | |||||||||||
Contingent consideration obligation | 3,094 | ||||||||||||
Total purchase price | $ | 16,452 | |||||||||||
The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the Jetalon acquisition: | |||||||||||||
(In thousands): | |||||||||||||
Accounts receivable, inventory and other assets | $ | 944 | |||||||||||
Identifiable intangible assets | 5,634 | ||||||||||||
Current liabilities | (216 | ) | |||||||||||
Net assets acquired | 6,362 | ||||||||||||
Goodwill | 10,090 | ||||||||||||
Total purchase price | $ | 16,452 | |||||||||||
The purchase price of Jetalon, including the Company's valuation of contingent consideration, exceeded the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed by $10.1 million. Cash flows used to determine the purchase price included strategic and synergistic benefits (investment value) specific to the Company, which resulted in a purchase price in excess of the fair value of identifiable net assets. The purchase price also included the fair values of other assets that were not identifiable, not separately recognizable under accounting rules (e.g., assembled workforce) or of immaterial value in addition to a going-concern element that represents the Company's ability to earn a higher rate of return on the group of assets than would be expected on the separate assets as determined during the valuation process. This additional investment value resulted in goodwill, which is expected to be deductible for income tax purposes. The goodwill has been assigned to the Company's Critical Materials Handling reportable segment. | |||||||||||||
The Company completed its fair value determinations for all elements of the Jetalon acquisition in 2013. Intangible assets, consisting mostly of technology-related intellectual property, are being amortized on a straight-line basis over an estimated useful life of approximately 10 years. | |||||||||||||
Subsequent changes in the fair value of this obligation have been recognized as adjustments to the contingent consideration obligation and reflected in the Company's condensed consolidated statements of operations. During the quarter ended June 28, 2014, the Company assessed the contingent consideration based on the valuation methodology described above and recorded a $1.3 million gain in the Company's condensed consolidated statements of operations, reflecting the removal of any remaining contingent consideration obligation. |
Short_Term_Investments
Short - Term Investments | 9 Months Ended | |||||||||||||||
Sep. 27, 2014 | ||||||||||||||||
Short-term Investments [Abstract] | ' | |||||||||||||||
Short - Term Investments | ' | |||||||||||||||
SHORT-TERM INVESTMENTS | ||||||||||||||||
In conjunction with the acquisition of ATMI, the Company acquired South Korea bank time deposits and common shares of one publicly traded security, which are classified as available-for-sale and are reported at fair value, with unrealized gains and losses included in shareholders’ equity as a component of accumulated other comprehensive income, net of applicable taxes. Available-for-sale investments as of September 27, 2014 consist of the following: | ||||||||||||||||
(In thousands) | Cost | Gross | Gross | Fair | ||||||||||||
basis | unrealized | unrealized | value | |||||||||||||
gains | losses | |||||||||||||||
Common stock | $ | 7,051 | $ | — | $ | (1,037 | ) | $ | 6,014 | |||||||
Time deposits | $ | 1,916 | $ | — | $ | — | $ | 1,916 | ||||||||
Total available-for-sale investments | $ | 8,967 | $ | — | $ | (1,037 | ) | $ | 7,930 | |||||||
Equity investments with continuous unrealized losses for less than 12 months and their related fair values at September 27, 2014 were as follows: | ||||||||||||||||
Less than 12 months | ||||||||||||||||
(In thousands) | Fair | Gross | ||||||||||||||
value | unrealized | |||||||||||||||
losses | ||||||||||||||||
Common stock | $ | 6,014 | $ | (1,037 | ) | |||||||||||
Total | $ | 6,014 | $ | (1,037 | ) | |||||||||||
The Company regularly reviews the fair value of marketable security declines below amortized cost to evaluate whether the decline is other-than-temporary. In making this determination, the Company considers all available evidence including, among other things, considering the duration and extent of the decline and the economic factors influencing the market to determine if the fair value will recover to equal or exceed the amortized cost. If the Company determines that the fair value will not recover, an other-than-temporary impairment is recognized, net of applicable taxes. Management does not believe the unrealized losses represent other-than-temporary impairments based on our evaluation of available evidence as of September 27, 2014. As part of that evaluation, the Company has concluded that it has the ability and intent to hold the investment until the recovery of fair value. | ||||||||||||||||
The amortized cost and fair value of available-for-sale debt investments as of September 27, 2014, by contractual maturity, were as follows: | ||||||||||||||||
(In thousands) | Cost | Fair | ||||||||||||||
basis | value | |||||||||||||||
Due in 1 year or less | $ | 1,916 | $ | 1,916 | ||||||||||||
Total | $ | 1,916 | $ | 1,916 | ||||||||||||
The net unrealized holding losses on available-for-sale investments that have been included in other comprehensive income as of September 27, 2014 were as follows: | ||||||||||||||||
(In thousands) | ||||||||||||||||
Net unrealized holding losses included in other comprehensive income | $ | (1,037 | ) |
Inventories
Inventories | 9 Months Ended | |||||||
Sep. 27, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
INVENTORIES | ||||||||
Inventories consist of the following: | ||||||||
(In thousands) | September 27, 2014 | December 31, 2013 | ||||||
Raw materials | $ | 40,323 | $ | 26,012 | ||||
Work-in process | 16,531 | 10,512 | ||||||
Finished goods(a) | 107,185 | 56,998 | ||||||
Supplies | 562 | 552 | ||||||
Total inventories | $ | 164,601 | $ | 94,074 | ||||
(a) | Includes consignment inventories held by customers of $11.0 million and $5.1 million at September 27, 2014 and December 31, 2013, respectively. |
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets (Notes) | 9 Months Ended | |||||||||||||
Sep. 27, 2014 | ||||||||||||||
Goodwill and Intangible Assets [Abstract] | ' | |||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | |||||||||||||
GOODWILL AND INTANGIBLE ASSETS | ||||||||||||||
Goodwill activity for each period was as follows: | ||||||||||||||
(In thousands) | CMH | EM | Total | |||||||||||
31-Dec-12 | $ | 2,209 | $ | — | $ | 2,209 | ||||||||
Addition due to acquisition | 10,090 | — | 10,090 | |||||||||||
Other, including foreign currency translation | (25 | ) | — | (25 | ) | |||||||||
31-Dec-13 | 12,274 | — | 12,274 | |||||||||||
Addition due to acquisition | 31,440 | 292,586 | 324,026 | |||||||||||
Other, including foreign currency translation | (23 | ) | (25 | ) | (48 | ) | ||||||||
27-Sep-14 | $ | 43,691 | $ | 292,561 | $ | 336,252 | ||||||||
As of September 27, 2014, goodwill amounted to approximately $336.3 million, an increase of $324.0 million from the balance at December 31, 2013. The increase in goodwill relates to the acquisition of ATMI completed in April 2014 as described in note 2 and is provisional subject to the Company's final valuation of assets acquired and liabilities assumed. The increase was partially offset by the foreign currency translation adjustments. | ||||||||||||||
Other intangible assets, excluding goodwill, were as follows: | ||||||||||||||
As of September 27, 2014 | ||||||||||||||
(In thousands) | Gross carrying | Accumulated amortization | Net carrying | Weighted average life in years | ||||||||||
amount | value | |||||||||||||
Developed technology | 200,864 | 73,737 | 127,127 | 6.6 | ||||||||||
Trademarks and trade names | 17,210 | 8,376 | 8,834 | 9.8 | ||||||||||
Customer relationships | 222,726 | 49,893 | 172,833 | 10.3 | ||||||||||
Other | 15,804 | 2,316 | 13,488 | 6.4 | ||||||||||
$ | 456,604 | $ | 134,322 | $ | 322,282 | 8.5 | ||||||||
As of December 31, 2013 | ||||||||||||||
(In thousands) | Gross carrying | Accumulated amortization | Net carrying | Weighted average life in years | ||||||||||
amount | value | |||||||||||||
Developed technology | 80,055 | 62,906 | 17,149 | 7.5 | ||||||||||
Trademarks and trade names | 13,092 | 7,306 | 5,786 | 12 | ||||||||||
Customer relationships | 57,617 | 39,146 | 18,471 | 11 | ||||||||||
Other | 2,213 | 110 | 2,103 | 13.3 | ||||||||||
$ | 152,977 | $ | 109,468 | $ | 43,509 | 9.3 | ||||||||
Amortization expense for the three and nine months ended September 27, 2014 amounted to $13.1 million and $24.9 million, respectively. Amortization expense for the three and nine months ended September 28, 2013 amounted to $2.3 million and $7.0 million, respectively. | ||||||||||||||
The amortization expense for each of the five succeeding years and thereafter relating to intangible assets currently recorded in the Company's condensed consolidated balance sheets is estimated to be the following at September 27, 2014. | ||||||||||||||
Fiscal year ending December 31 | (In thousands) | |||||||||||||
2014 | $ | 12,917 | ||||||||||||
2015 | 48,586 | |||||||||||||
2016 | 45,602 | |||||||||||||
2017 | 44,178 | |||||||||||||
2018 | 42,899 | |||||||||||||
Thereafter | 128,100 | |||||||||||||
$ | 322,282 | |||||||||||||
Asset_Retirement_Obligations_N
Asset Retirement Obligations (Notes) | 9 Months Ended | |||
Sep. 27, 2014 | ||||
Asset Retirement Obligation [Abstract] | ' | |||
Asset Retirement Obligations | ' | |||
ASSET RETIREMENT OBLIGATIONS | ||||
In connection with the acquisition of ATMI described in note 2, the Company assumed asset retirement obligations (AROs) related to environmental disposal obligations associated with cylinders used to supply customers with ATMI's products, and certain restoration obligations associated with its leased facilities. | ||||
Changes in the carrying amounts of the Company’s AROs at September 27, 2014 are shown below: | ||||
(In thousands) | ||||
Balance at December 31, 2013 | $ | 2,167 | ||
Liabilities assumed in ATMI acquisition | 8,032 | |||
Liabilities settled | (63 | ) | ||
Liabilities incurred | 147 | |||
Accretion expense | 125 | |||
Revision of estimate | (53 | ) | ||
Balance at September 27, 2014 | $ | 10,355 | ||
The ARO liability is included in the condensed consolidated balance sheets under the caption pension benefit obligations and other liabilities. |
Debt
Debt | 9 Months Ended | |||
Sep. 27, 2014 | ||||
Debt [Abstract] | ' | |||
Debt | ' | |||
DEBT | ||||
Long-term debt at September 27, 2014 consists of the following: | ||||
(In thousands) | September 27, 2014 | |||
Senior secured term loan facility due 2021 | $ | 432,849 | ||
Senior unsecured notes due 2022 | 360,000 | |||
Total long-term debt | 792,849 | |||
Less current maturities of long-term debt | 4,600 | |||
Long-term debt less current maturities | $ | 788,249 | ||
Annual maturities of long-term debt as of September 27, 2014 are as follows: | ||||
Fiscal year ending | (In thousands) | |||
2014 | $ | 2,300 | ||
2015 | 54,600 | |||
2016 | 4,600 | |||
2017 | 4,600 | |||
2018 | 4,600 | |||
Thereafter | 722,149 | |||
$ | 792,849 | |||
As described in note 2 to the condensed consolidated financial statements, the Company issued debt with a principal amount of $820 million to supply the funding required to complete its acquisition of ATMI. Debt issuance costs of $2.3 million paid directly to lending institutions are recorded as a debt discount, while debt issuance costs of $20.7 million paid to third parties are capitalized as debt issuance costs, and reflected within other current and other noncurrent assets. These debt issuance costs are being amortized as interest expense over the term of the debt instrument using the effective-interest method for the senior secured term loan facility and senior unsecured notes, and the straight-line method for the senior secured asset-based revolving credit facility. | ||||
The Company recorded $0.8 million and $5.1 million, respectively, of amortized debt issuance costs in the three and nine months ended September 27, 2014, including $4.0 million for bridge financing fees paid for the availability of funding for the acquisition of ATMI. These amounts are included in interest expense in the Company's condensed consolidated statements of operations. | ||||
Senior Secured Term Loan Facility and Security Agreement | ||||
On April 30, 2014, the Company entered into a term loan credit and guaranty agreement with Goldman Sachs Bank USA, as administrative agent, collateral agent, sole lead arranger, sole bookrunner and sole syndication agent (the Term Loan Facility), that provides senior secured financing of $460 million (which may be increased by up to $225 million in certain circumstances). Borrowings under the Term Loan Facility bear interest at a rate per annum equal to, at the Company’s option, a base rate (such as prime rate or LIBOR) plus, an applicable margin. The Company's interest rate is 3.5% at September 27, 2014. In addition to paying interest on outstanding principal under the Term Loan Facility, the Company is required to pay customary agency fees. | ||||
During the three months ended September 27, 2014, the Company made a discretionary prepayment of $25 million on the Term Loan Facility. | ||||
The credit agreement governing the Term Loan Facility requires the Company to prepay outstanding term loans, subject to certain exceptions, with (a) up to 50% of the Company’s annual Excess Cash Flow (as defined in the credit agreement governing the Term Loan Facility) and (b) 100% of the net cash proceeds of (i) certain asset sales and casualty and condemnation events, subject to reinvestment rights and certain other exceptions; and (ii) any incurrence or issuance of certain debt, other than debt permitted under the Term Loan Facility. | ||||
The Company may voluntarily prepay outstanding loans under the Term Loan Facility at any time without premium or penalty other than customary “breakage” costs with respect to LIBOR loans. | ||||
The Company is required to remit scheduled quarterly payments each equal to 0.25% of the original principal amount of the term loans made on the closing date, with the balance due on the seventh anniversary of the closing date. | ||||
All obligations under the Term Loan Facility are unconditionally guaranteed by certain of the Company’s existing wholly owned domestic subsidiaries, and are secured, subject to certain exceptions, by substantially all of the Company’s assets and the assets of the Company's subsidiary guarantors. | ||||
The Term Loan Facility contains a number of negative covenants that, subject to certain exceptions, restrict the Company’s ability and each of the Company’s subsidiaries ability to incur additional indebtedness; pay dividends on its capital stock or redeem, repurchase or retire its capital stock or its other indebtedness; make investments, loans and acquisitions; create restrictions on the payment of dividends or other amounts to the Company from the Company’s restricted subsidiaries; engage in transactions with its affiliates; sell assets, including capital stock of its subsidiaries; materially alter the business it conducts; consolidate or merge; incur liens; and engage in sale-leaseback transactions. The Company is in compliance with all of the above covenants at September 27, 2014. | ||||
The credit agreement governing the Term Loan Facility additionally contains certain customary representations and warranties, affirmative covenants and provisions relating to events of default. | ||||
2022 Senior Unsecured Notes | ||||
On April 1, 2014, the Company issued $360 million aggregate principal amount of 6% senior unsecured notes due April 1, 2022 (the 2022 Senior Unsecured Notes). The 2022 Senior Unsecured Notes were issued under an indenture dated as of April 1, 2014 (the 2022 Senior Unsecured Notes Indenture) by and among the Company and Wells Fargo Bank, National Association, as trustee (the 2022 Senior Unsecured Notes Trustee). Interest on the 2022 Senior Unsecured Notes is payable semi-annually in arrears on April 1 and October 1, commencing October 1, 2014. | ||||
The 2022 Senior Unsecured Notes are guaranteed, jointly and severally, fully and unconditionally, on an unsecured senior basis, by each of the Company’s domestic subsidiaries (the Guarantors) that guarantee indebtedness under the Company’s senior secured term loan facility and senior secured asset-based revolving credit facility (Senior Secured Credit Facilities). | ||||
As provided in the Senior Unsecured Notes Indenture, the Company may at its option on one or more occasions redeem all or a part of the 2022 Senior Unsecured Notes at a redemption price equal to (a) 100% of the principal amount of the 2022 Senior Unsecured Notes redeemed plus a make-whole premium if redeemed prior to April 1, 2017, or (b) a percentage of principal amount between a percentage from 100% and 104.5% of the aggregate principal amount of notes to be redeemed depending on the period of redemption, if redeemed on or after April 1, 2017, plus, in each case, accrued and unpaid interest thereto. | ||||
Upon a change in control, the Company is required to offer to purchase all of the 2022 Senior Unsecured Notes at a price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, to, but not including, the date of purchase. | ||||
If the Company or its subsidiaries engage in asset sales, the Company generally must either invest the net cash proceeds from such sales in its business within a period of time, prepay debt under the Senior Secured Credit Facilities or make an offer to purchase a principal amount of the 2022 Senior Unsecured Notes equal to the excess net cash proceeds, subject to certain exceptions. | ||||
The 2022 Senior Unsecured Notes Indenture contains covenants that, among other things, limit the Company’s ability and the ability of the Company’s restricted subsidiaries to pay dividends or distributions or redeem or repurchase equity; prepay subordinated debt or make certain investments, loans, advances and acquisitions; incur or guarantee additional debt, or issue certain disqualified stock and preferred stock; create liens; engage in a consolidation or merger, or sell, transfer or otherwise dispose of all or substantially all of their assets; enter into transactions with affiliates; and create restrictions on the payment of dividends or other amounts to the Company from its restricted subsidiaries. The Company is in compliance with all of the above covenants at September 27, 2014. | ||||
The 2022 Senior Unsecured Notes Indenture also provides for events of default which, if certain of them occur, would permit the 2022 Senior Unsecured Notes Trustee or the holders of at least 25% in aggregate principal amount of the then total outstanding 2022 Senior Unsecured Notes to declare the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding 2022 Senior Unsecured Notes to be due and payable immediately. | ||||
Senior Secured Asset-Based Revolving Credit Facility and Security Agreement | ||||
On April 30, 2014, the Company entered into an asset-based credit agreement with Goldman Sachs Bank USA, as administrative agent, collateral agent, sole lead arranger, sole bookrunner and sole syndication agent (the ABL Facility), that provides senior secured financing of $75 million (which may be increased by up to $35 million in certain circumstances), subject to a borrowing base limitation. The borrowing base for the ABL Facility at any time equals the sum of certain percentages of various accounts and inventories. The ABL Facility includes borrowing capacity in the form of letters of credit up to $35 million of the facility, and up to $20 million in U.S. dollars for borrowings on same-day notice, referred to as swingline loans. There is no outstanding balance under the ABL Facility at September 27, 2014. | ||||
Borrowings under the ABL Facility bear interest at a rate per annum equal to, at the Company’s option, a base rate (prime rate or LIBOR), plus an applicable margin. The Company's interest rate is 4.25% at September 27, 2014. Swingline loans shall bear interest at a rate per annum equal to the base rate plus the applicable margin. | ||||
In addition to paying interest on outstanding principal under the ABL Facility, the Company is required to pay a commitment fee of 0.33% per annum in respect of the unutilized commitments thereunder. The Company must also pay customary letter of credit fees and agency fees. | ||||
The Company may voluntarily reduce the unutilized portion of the commitment amount and repay outstanding loans at any time. Prepayments of the loans may be made without premium or penalty other than customary “breakage” costs with respect to LIBOR loans. | ||||
There is no scheduled amortization under the Company’s ABL Facility. The principal amount outstanding under the ABL Facility is due and payable in full on April 30, 2019. | ||||
All obligations under the ABL Facility are unconditionally guaranteed by certain of the Company’s existing wholly owned domestic subsidiaries and are secured, subject to certain exceptions, by substantially all of the Company’s assets and the assets of the Company's subsidiaries that have guaranteed the ABL Facility. | ||||
The ABL Facility contains a number of negative covenants that, among other things, subject to certain exceptions, restrict the Company’s ability and the ability of each of the Company’s subsidiaries to incur additional indebtedness; pay dividends on its capital stock or redeem, repurchase or retire its capital stock or its other indebtedness; make investments, loans and acquisitions; create restrictions on the payment of dividends or other amounts to the Company from the Company’s restricted subsidiaries; engage in transactions with its affiliates; sell assets, including capital stock of its subsidiaries; materially alter the business it conducts; consolidate or merge; incur liens; and engage in sale-leaseback transactions. The Company is in compliance with all of the above covenants at September 27, 2014. | ||||
The credit agreement governing the ABL Facility additionally contains certain customary representations and warranties, affirmative covenants and provisions relating to events of default. | ||||
Intercreditor Agreement | ||||
In connection with the closing of the ABL Facility and Term Loan Facility, on April 30, 2014, Goldman Sachs Bank USA, as collateral agent for the ABL Facility and as collateral agent for the Term Loan Facility, entered into an intercreditor agreement (the Intercreditor Agreement), acknowledged by the Company, which governs the relative priorities (and certain other rights) of the ABL Facility lenders and Term Loan Facility lenders pursuant the respective security agreements that each entered into with the Company and the guarantors. |
Lease_Commitments
Lease Commitments | 9 Months Ended | |||
Sep. 27, 2014 | ||||
Lease Commitments [Abstract] | ' | |||
Lease Commitments | ' | |||
LEASE COMMITMENTS | ||||
As of September 27, 2014, the Company was obligated under noncancellable operating lease agreements for certain sales offices and manufacturing facilities, manufacturing equipment, vehicles, information technology equipment and warehouse space. Future minimum lease payments for noncancellable operating leases with initial or remaining terms in excess of one year are as follows: | ||||
(In thousands) | ||||
2014 | $ | 3,155 | ||
2015 | 9,620 | |||
2016 | 6,869 | |||
2017 | 4,300 | |||
2018 | 3,652 | |||
Thereafter | 1,163 | |||
Total minimum lease payments | $ | 28,759 | ||
Total rental expense for all equipment and building operating leases for the three and nine months ended September 27, 2014 were $3.3 million and $8.7 million, respectively and for the three and nine months ended September 28, 2013 were $2.3 million and $7.1 million, respectively. |
Income_Taxes
Income Taxes | 9 Months Ended | |||||||||||||||
Sep. 27, 2014 | ||||||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||||||
Income Taxes | ' | |||||||||||||||
INCOME TAXES | ||||||||||||||||
Income tax expense differs from the expected amounts based on the statutory federal tax rates for the three and nine months ended September 27, 2014 and September 28, 2013 as follows: | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
(In thousands) | 27-Sep-14 | 28-Sep-13 | 27-Sep-14 | 28-Sep-13 | ||||||||||||
Expected federal income tax (benefit) expense at statutory rate | $ | (1,693 | ) | $ | 8,031 | $ | (8,171 | ) | $ | 25,143 | ||||||
Effect of foreign source income | (3,460 | ) | (3,059 | ) | (12,958 | ) | (6,742 | ) | ||||||||
Effect of foreign dividend | 1,800 | — | (2,936 | ) | — | |||||||||||
Nondeductible acquisition costs | (353 | ) | — | 1,503 | — | |||||||||||
Other items, net | (104 | ) | 167 | 550 | (548 | ) | ||||||||||
Income tax (benefit) expense | $ | (3,810 | ) | $ | 5,139 | $ | (22,012 | ) | $ | 17,853 | ||||||
The Company’s year-to-date effective tax rate associated with the income tax benefit was 94.3% in 2014, compared to an effective tax rate of 24.9% in connection with income tax expense in 2013. This variance reflects changes in the Company's geographic composition of income toward jurisdictions with lower tax rates, nondeductibility of certain acquisition-related expenditures incurred in connection with the ATMI acquisition and the benefit of a foreign dividend. The effective tax rate in 2013 included a $1.3 million benefit associated with the reinstatement of the U.S. federal credit for increasing research expenditures, as retroactively signed into law and recorded by the Company in the first quarter of 2013, included in other items, net, in the above table. |
Loss_Earnings_Per_Common_Share
(Loss) Earnings Per Common Share | 9 Months Ended | |||||||||||
Sep. 27, 2014 | ||||||||||||
Earnings Per Share [Abstract] | ' | |||||||||||
(Loss) Earnings Per Common Share | ' | |||||||||||
(LOSS) EARNINGS PER COMMON SHARE | ||||||||||||
The following table presents a reconciliation of the denominators used in the computation of basic and diluted (loss) earnings per common share (EPS): | ||||||||||||
Three months ended | Nine months ended | |||||||||||
(In thousands) | 27-Sep-14 | 28-Sep-13 | 27-Sep-14 | 28-Sep-13 | ||||||||
Basic—weighted common shares outstanding | 139,480 | 138,904 | 139,215 | 139,061 | ||||||||
Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock | — | 578 | — | 627 | ||||||||
Diluted—weighted common shares and common shares equivalent outstanding | 139,480 | 139,482 | 139,215 | 139,688 | ||||||||
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 and nine months ended September 27, 2014 and September 28, 2013: | ||||||||||||
Three months ended | Nine months ended | |||||||||||
(In thousands) | 27-Sep-14 | 28-Sep-13 | 27-Sep-14 | 28-Sep-13 | ||||||||
Shares excluded from calculations of diluted EPS | 1,389 | 1,550 | 1,896 | 1,550 | ||||||||
Fair_Value
Fair Value | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 27, 2014 | ||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||||||||||||||
Fair Value | ' | |||||||||||||||||||||||||||||||
FAIR VALUE | ||||||||||||||||||||||||||||||||
Financial Assets Measured at Fair Value on a Recurring Basis | ||||||||||||||||||||||||||||||||
The carrying value of accounts receivable and accounts payable approximates fair value due to the short maturity of those instruments. | ||||||||||||||||||||||||||||||||
The following table presents the Company’s financial assets that are measured at fair value on a recurring basis at September 27, 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. | ||||||||||||||||||||||||||||||||
September 27, 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 | — | — | — | — | 118,090 | — | — | 118,090 | ||||||||||||||||||||||||
Short-term investments | ||||||||||||||||||||||||||||||||
Common stock | 6,014 | — | — | 6,014 | — | — | — | — | ||||||||||||||||||||||||
Time deposits | 1,916 | — | — | 1,916 | — | — | — | — | ||||||||||||||||||||||||
Other current assets | ||||||||||||||||||||||||||||||||
Foreign currency contracts(a) | — | 831 | — | 831 | — | — | — | — | ||||||||||||||||||||||||
Total assets measured and recorded at fair value | $ | 7,930 | $ | 831 | $ | — | $ | 8,761 | $ | 118,090 | $ | 49,988 | $ | — | $ | 168,078 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Other accrued liabilities | ||||||||||||||||||||||||||||||||
Foreign currency contracts(a) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 514 | $ | — | $ | 514 | ||||||||||||||||
Contingent consideration obligation | — | — | — | — | — | — | 1,282 | 1,282 | ||||||||||||||||||||||||
Total liabilities measured and recorded at fair value | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 514 | $ | 1,282 | $ | 1,796 | ||||||||||||||||
(a) | Based on observable market transactions of spot currency rates and forward currency rates on equivalently termed instruments. | |||||||||||||||||||||||||||||||
A reconciliation of the net fair value of foreign currency contract assets and liabilities subject to master netting arrangements that are recorded in the September 27, 2014 and December 31, 2013 condensed consolidated balance sheets to the net fair value that could have been reported in the respective condensed consolidated balance sheets is as follows: | ||||||||||||||||||||||||||||||||
September 27, 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 currency contracts | $ | 2,138 | $ | 1,307 | $ | 831 | $ | 620 | $ | 106 | $ | 514 | ||||||||||||||||||||
Gains (losses) associated with derivatives are recorded in other expense (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 | Nine months ended | |||||||||||||||||||||||||||||||
(In thousands) | 27-Sep-14 | 28-Sep-13 | 27-Sep-14 | 28-Sep-13 | ||||||||||||||||||||||||||||
Gains (losses) on foreign currency contracts | $ | 1,181 | $ | (784 | ) | $ | 740 | $ | (5,212 | ) | ||||||||||||||||||||||
Segment_Reporting
Segment Reporting | 9 Months Ended | |||||||||||||||
Sep. 27, 2014 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Segment Reporting | ' | |||||||||||||||
SEGMENT REPORTING | ||||||||||||||||
In the second quarter of 2014 the Company changed its financial segment reporting to reflect management and organizational changes made by the Company. Under the new structure, the managers of two primary product groups are accountable for results at the segment profit level and report directly to the Company’s Chief Executive Officer, who is responsible for evaluating companywide performance and resource allocation decisions between the product groups. Accordingly, the Company will report its financial performance based on two reportable segments: Critical Materials Handling (CMH) and Electronic Materials EM). The Company's two reportable segments are business divisions that provide unique products and services. | ||||||||||||||||
• | CMH: provides a broad range of products that filter, handle, dispense, and protect critical materials used in the semiconductor manufacturing process and in other high-technology manufacturing. CMH’s products and subsystems include high-purity materials packaging, fluid handling and dispensing systems and liquid filters as well as microenvironment products that protect critical substrates such as wafers during shipping and manufacturing. CMH also provides specialized graphite components and specialty coatings for high-temperature applications. | |||||||||||||||
• | EM: provides high performance materials, materials packaging and materials delivery systems that enable high yield, cost effective semiconductor manufacturing. EM’s products consist of specialized chemistries and performance materials, gas microcontamination control systems and components, and sub-atmospheric pressure gas delivery systems for the safe and efficient handling of hazardous gases to semiconductor process equipment. | |||||||||||||||
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, amortization of intangible assets, charges for the fair value write-up of acquired inventory sold and contingent consideration fair value adjustments. | ||||||||||||||||
Summarized financial information for the Company’s reportable segments is shown in the following tables. Periods up to March 30, 2014 have been restated to reflect the basis of segmentation presented below. | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
(In thousands) | September 27, 2014 | September 28, 2013 | September 27, 2014 | September 28, 2013 | ||||||||||||
Net sales | ||||||||||||||||
CMH | $ | 165,368 | $ | 145,601 | $ | 487,757 | $ | 449,534 | ||||||||
EM | 107,686 | 18,984 | 202,679 | 57,665 | ||||||||||||
Total net sales | $ | 273,054 | $ | 164,585 | $ | 690,436 | $ | 507,199 | ||||||||
Three months ended | Nine months ended | |||||||||||||||
(In thousands) | September 27, 2014 | September 28, 2013 | September 27, 2014 | September 28, 2013 | ||||||||||||
Segment profit | ||||||||||||||||
CMH | $ | 35,520 | $ | 31,616 | $ | 107,115 | $ | 96,727 | ||||||||
EM | 33,316 | 4,064 | 59,728 | 12,417 | ||||||||||||
Total segment profit | $ | 68,836 | $ | 35,680 | $ | 166,843 | $ | 109,144 | ||||||||
(In thousands) | 27-Sep-14 | 31-Dec-13 | ||||||||||||||
Total assets: | ||||||||||||||||
CMH | $ | 533,932 | $ | 421,756 | ||||||||||||
EM | 830,756 | 33,790 | ||||||||||||||
Corporate, including cash and cash equivalents | $ | 430,532 | $ | 419,748 | ||||||||||||
Total assets | $ | 1,795,220 | $ | 875,294 | ||||||||||||
The following table reconciles total segment profit to (loss) income before income taxes: | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
(In thousands) | September 27, 2014 | September 28, 2013 | September 27, 2014 | September 28, 2013 | ||||||||||||
Total segment profit | $ | 68,836 | $ | 35,680 | $ | 166,843 | $ | 109,144 | ||||||||
Less: | ||||||||||||||||
Charge for fair value write-up of acquired inventory sold | 24,293 | — | 48,586 | — | ||||||||||||
Amortization of intangible assets | 13,128 | 2,343 | 24,854 | 6,989 | ||||||||||||
Contingent consideration fair value adjustment | — | (1,813 | ) | (1,282 | ) | (1,813 | ) | |||||||||
Unallocated general and administrative expenses | 26,047 | 11,241 | 94,146 | 33,425 | ||||||||||||
Operating income | 5,368 | 23,909 | 539 | 70,543 | ||||||||||||
Interest expense | 10,443 | 56 | 23,009 | 100 | ||||||||||||
Interest income | (347 | ) | (75 | ) | (762 | ) | (254 | ) | ||||||||
Other expense (income), net | 110 | 982 | 1,639 | (1,141 | ) | |||||||||||
(Loss) income before income taxes | $ | (4,838 | ) | $ | 22,946 | $ | (23,347 | ) | $ | 71,838 | ||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 27, 2014 | |
Nature of Operations | ' |
Nature of Operations | |
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 and contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position as of September 27, 2014 and December 31, 2013, and the results of operations, comprehensive (loss) income, equity and cash flows for the three and nine months ended September 27, 2014 and September 28, 2013. | |
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 and nine months ended September 27, 2014 are not necessarily indicative of the results to be expected for the full year. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606)(ASU 2014-09). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. ASU 2014-09 is effective beginning January 1, 2017. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and disclosures. | |
Other Accounting Standards Updates issued but not effective for the Company until after September 27, 2014 are not expected to have a material effect on the Company’s condensed consolidated financial statements. |
Acquisitions_Tables
Acquisitions (Tables) | 9 Months Ended | ||||||||||||
Sep. 27, 2014 | |||||||||||||
Acquisitions [Abstract] | ' | ||||||||||||
Schedule of Acquisition Purchase Price [Table Text Block] | ' | ||||||||||||
The purchase price of ATMI consisted of the following: | |||||||||||||
(In thousands): | |||||||||||||
Cash paid to ATMI shareholders | $ | 1,099,033 | |||||||||||
Cash paid in settlement of share-based compensation awards | 31,451 | ||||||||||||
Total purchase price | 1,130,484 | ||||||||||||
Less cash and cash equivalents acquired | 321,094 | ||||||||||||
Total purchase price, net of cash acquired | $ | 809,390 | |||||||||||
The purchase price of Jetalon consisted of the following: | |||||||||||||
(In thousands): | |||||||||||||
Cash paid at closing | $ | 13,358 | |||||||||||
Contingent consideration obligation | 3,094 | ||||||||||||
Total purchase price | $ | 16,452 | |||||||||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | ' | ||||||||||||
The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the ATMI acquisition: | |||||||||||||
(In thousands): | |||||||||||||
Accounts receivable and other current assets | $ | 106,824 | |||||||||||
Inventory | 115,469 | ||||||||||||
Property, plant and equipment | 127,164 | ||||||||||||
Identifiable intangible assets | 296,074 | ||||||||||||
Other noncurrent assets | 15,748 | ||||||||||||
Current liabilities | (89,162 | ) | |||||||||||
Deferred tax liabilities and other noncurrent liabilities | (86,753 | ) | |||||||||||
Net assets acquired | 485,364 | ||||||||||||
Goodwill | 324,026 | ||||||||||||
Total purchase price, net of cash acquired | $ | 809,390 | |||||||||||
The following table summarizes the allocation of the purchase price to the fair values assigned to the assets acquired and liabilities assumed at the date of the Jetalon acquisition: | |||||||||||||
(In thousands): | |||||||||||||
Accounts receivable, inventory and other assets | $ | 944 | |||||||||||
Identifiable intangible assets | 5,634 | ||||||||||||
Current liabilities | (216 | ) | |||||||||||
Net assets acquired | 6,362 | ||||||||||||
Goodwill | 10,090 | ||||||||||||
Total purchase price | $ | 16,452 | |||||||||||
Acquisition, Pro Forma Information [Table Text Block] | ' | ||||||||||||
The following unaudited pro forma financial information presents the combined results of operations of the Company as if the acquisition of ATMI had occurred as of the beginning of the years presented. The unaudited pro forma financial information is not necessarily indicative of what the Company’s consolidated results of operations actually would have been had the acquisition occurred at the beginning of each year. In addition, the unaudited pro forma financial information does not attempt to project the future results of operations of the combined company. | |||||||||||||
Three months ended | Nine months ended | ||||||||||||
(In thousands, except per share data) (Unaudited) | 27-Sep-14 | 28-Sep-13 | 27-Sep-14 | 28-Sep-13 | |||||||||
Net sales | $ | 273,054 | $ | 251,799 | $ | 804,701 | $ | 770,688 | |||||
Net income (loss) | 15,937 | 15,726 | 58,967 | 46,089 | |||||||||
Per share amounts: | |||||||||||||
Net income (loss) per common share - basic | $ | 0.11 | $ | 0.11 | $ | 0.42 | $ | 0.33 | |||||
Net income (loss) per common share - diluted | 0.11 | 0.11 | 0.42 | 0.33 | |||||||||
Short_Term_Investments_Tables
Short - Term Investments (Tables) | 9 Months Ended | |||||||||||||||
Sep. 27, 2014 | ||||||||||||||||
Short Term Investment | ' | |||||||||||||||
Available-for-sale investments as of September 27, 2014 consist of the following: | ||||||||||||||||
(In thousands) | Cost | Gross | Gross | Fair | ||||||||||||
basis | unrealized | unrealized | value | |||||||||||||
gains | losses | |||||||||||||||
Common stock | $ | 7,051 | $ | — | $ | (1,037 | ) | $ | 6,014 | |||||||
Time deposits | $ | 1,916 | $ | — | $ | — | $ | 1,916 | ||||||||
Total available-for-sale investments | $ | 8,967 | $ | — | $ | (1,037 | ) | $ | 7,930 | |||||||
Investments With Continuous Unrealized Losses And Related Fair Value | ' | |||||||||||||||
nvestments with continuous unrealized losses for less than 12 months and their related fair values at September 27, 2014 were as follows: | ||||||||||||||||
Less than 12 months | ||||||||||||||||
(In thousands) | Fair | Gross | ||||||||||||||
value | unrealized | |||||||||||||||
losses | ||||||||||||||||
Common stock | $ | 6,014 | $ | (1,037 | ) | |||||||||||
Total | $ | 6,014 | $ | (1,037 | ) | |||||||||||
Amortized Cost And Fair Value Of Fixed Maturity Available For Sale Securities By Investment Grade | ' | |||||||||||||||
The amortized cost and fair value of available-for-sale debt investments as of September 27, 2014, by contractual maturity, were as follows: | ||||||||||||||||
(In thousands) | Cost | Fair | ||||||||||||||
basis | value | |||||||||||||||
Due in 1 year or less | $ | 1,916 | $ | 1,916 | ||||||||||||
Total | $ | 1,916 | $ | 1,916 | ||||||||||||
Gain (Loss) on Investments [Table Text Block] | ' | |||||||||||||||
The net unrealized holding losses on available-for-sale investments that have been included in other comprehensive income as of September 27, 2014 were as follows: | ||||||||||||||||
(In thousands) | ||||||||||||||||
Net unrealized holding losses included in other comprehensive income | $ | (1,037 | ) |
Inventories_Tables
Inventories (Tables) | 9 Months Ended | |||||||
Sep. 27, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories consist of the following: | ||||||||
(In thousands) | September 27, 2014 | December 31, 2013 | ||||||
Raw materials | $ | 40,323 | $ | 26,012 | ||||
Work-in process | 16,531 | 10,512 | ||||||
Finished goods(a) | 107,185 | 56,998 | ||||||
Supplies | 562 | 552 | ||||||
Total inventories | $ | 164,601 | $ | 94,074 | ||||
(a) | Includes consignment inventories held by customers of $11.0 million and $5.1 million at September 27, 2014 and December 31, 2013, respectively. |
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 9 Months Ended | |||||||||||||
Sep. 27, 2014 | ||||||||||||||
Goodwill and Intangible Assets [Abstract] | ' | |||||||||||||
Schedule of Goodwill [Table Text Block] | ' | |||||||||||||
(In thousands) | CMH | EM | Total | |||||||||||
31-Dec-12 | $ | 2,209 | $ | — | $ | 2,209 | ||||||||
Addition due to acquisition | 10,090 | — | 10,090 | |||||||||||
Other, including foreign currency translation | (25 | ) | — | (25 | ) | |||||||||
31-Dec-13 | 12,274 | — | 12,274 | |||||||||||
Addition due to acquisition | 31,440 | 292,586 | 324,026 | |||||||||||
Other, including foreign currency translation | (23 | ) | (25 | ) | (48 | ) | ||||||||
27-Sep-14 | $ | 43,691 | $ | 292,561 | $ | 336,252 | ||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | |||||||||||||
Other intangible assets, excluding goodwill, were as follows: | ||||||||||||||
As of September 27, 2014 | ||||||||||||||
(In thousands) | Gross carrying | Accumulated amortization | Net carrying | Weighted average life in years | ||||||||||
amount | value | |||||||||||||
Developed technology | 200,864 | 73,737 | 127,127 | 6.6 | ||||||||||
Trademarks and trade names | 17,210 | 8,376 | 8,834 | 9.8 | ||||||||||
Customer relationships | 222,726 | 49,893 | 172,833 | 10.3 | ||||||||||
Other | 15,804 | 2,316 | 13,488 | 6.4 | ||||||||||
$ | 456,604 | $ | 134,322 | $ | 322,282 | 8.5 | ||||||||
As of December 31, 2013 | ||||||||||||||
(In thousands) | Gross carrying | Accumulated amortization | Net carrying | Weighted average life in years | ||||||||||
amount | value | |||||||||||||
Developed technology | 80,055 | 62,906 | 17,149 | 7.5 | ||||||||||
Trademarks and trade names | 13,092 | 7,306 | 5,786 | 12 | ||||||||||
Customer relationships | 57,617 | 39,146 | 18,471 | 11 | ||||||||||
Other | 2,213 | 110 | 2,103 | 13.3 | ||||||||||
$ | 152,977 | $ | 109,468 | $ | 43,509 | 9.3 | ||||||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | |||||||||||||
The amortization expense for each of the five succeeding years and thereafter relating to intangible assets currently recorded in the Company's condensed consolidated balance sheets is estimated to be the following at September 27, 2014. | ||||||||||||||
Fiscal year ending December 31 | (In thousands) | |||||||||||||
2014 | $ | 12,917 | ||||||||||||
2015 | 48,586 | |||||||||||||
2016 | 45,602 | |||||||||||||
2017 | 44,178 | |||||||||||||
2018 | 42,899 | |||||||||||||
Thereafter | 128,100 | |||||||||||||
$ | 322,282 | |||||||||||||
Asset_Retirement_Obligations_T
Asset Retirement Obligations (Tables) | 9 Months Ended | |||
Sep. 27, 2014 | ||||
Asset Retirement Obligation [Abstract] | ' | |||
Schedule of Asset Retirement Obligations [Table Text Block] | ' | |||
Changes in the carrying amounts of the Company’s AROs at September 27, 2014 are shown below: | ||||
(In thousands) | ||||
Balance at December 31, 2013 | $ | 2,167 | ||
Liabilities assumed in ATMI acquisition | 8,032 | |||
Liabilities settled | (63 | ) | ||
Liabilities incurred | 147 | |||
Accretion expense | 125 | |||
Revision of estimate | (53 | ) | ||
Balance at September 27, 2014 | $ | 10,355 | ||
Debt_Tables
Debt (Tables) | 9 Months Ended | |||
Sep. 27, 2014 | ||||
Debt [Abstract] | ' | |||
Schedule of Debt [Table Text Block] | ' | |||
Long-term debt at September 27, 2014 consists of the following: | ||||
(In thousands) | September 27, 2014 | |||
Senior secured term loan facility due 2021 | $ | 432,849 | ||
Senior unsecured notes due 2022 | 360,000 | |||
Total long-term debt | 792,849 | |||
Less current maturities of long-term debt | 4,600 | |||
Long-term debt less current maturities | $ | 788,249 | ||
Schedule of Maturities of Long-term Debt [Table Text Block] | ' | |||
Annual maturities of long-term debt as of September 27, 2014 are as follows: | ||||
Fiscal year ending | (In thousands) | |||
2014 | $ | 2,300 | ||
2015 | 54,600 | |||
2016 | 4,600 | |||
2017 | 4,600 | |||
2018 | 4,600 | |||
Thereafter | 722,149 | |||
$ | 792,849 | |||
Lease_Commitments_Tables
Lease Commitments (Tables) | 9 Months Ended | |||
Sep. 27, 2014 | ||||
Future Minimum Lease Payments | ' | |||
As of September 27, 2014, the Company was obligated under noncancellable operating lease agreements for certain sales offices and manufacturing facilities, manufacturing equipment, vehicles, information technology equipment and warehouse space. Future minimum lease payments for noncancellable operating leases with initial or remaining terms in excess of one year are as follows: | ||||
(In thousands) | ||||
2014 | $ | 3,155 | ||
2015 | 9,620 | |||
2016 | 6,869 | |||
2017 | 4,300 | |||
2018 | 3,652 | |||
Thereafter | 1,163 | |||
Total minimum lease payments | $ | 28,759 | ||
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | |||||||||||||||
Sep. 27, 2014 | ||||||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | |||||||||||||||
Income tax expense differs from the expected amounts based on the statutory federal tax rates for the three and nine months ended September 27, 2014 and September 28, 2013 as follows: | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
(In thousands) | 27-Sep-14 | 28-Sep-13 | 27-Sep-14 | 28-Sep-13 | ||||||||||||
Expected federal income tax (benefit) expense at statutory rate | $ | (1,693 | ) | $ | 8,031 | $ | (8,171 | ) | $ | 25,143 | ||||||
Effect of foreign source income | (3,460 | ) | (3,059 | ) | (12,958 | ) | (6,742 | ) | ||||||||
Effect of foreign dividend | 1,800 | — | (2,936 | ) | — | |||||||||||
Nondeductible acquisition costs | (353 | ) | — | 1,503 | — | |||||||||||
Other items, net | (104 | ) | 167 | 550 | (548 | ) | ||||||||||
Income tax (benefit) expense | $ | (3,810 | ) | $ | 5,139 | $ | (22,012 | ) | $ | 17,853 | ||||||
Earnings_Per_Common_Share_Tabl
Earnings Per Common Share (Tables) | 9 Months Ended | |||||||||||
Sep. 27, 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 (loss) earnings per common share (EPS): | ||||||||||||
Three months ended | Nine months ended | |||||||||||
(In thousands) | 27-Sep-14 | 28-Sep-13 | 27-Sep-14 | 28-Sep-13 | ||||||||
Basic—weighted common shares outstanding | 139,480 | 138,904 | 139,215 | 139,061 | ||||||||
Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock | — | 578 | — | 627 | ||||||||
Diluted—weighted common shares and common shares equivalent outstanding | 139,480 | 139,482 | 139,215 | 139,688 | ||||||||
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 and nine months ended September 27, 2014 and September 28, 2013: | ||||||||||||
Three months ended | Nine months ended | |||||||||||
(In thousands) | 27-Sep-14 | 28-Sep-13 | 27-Sep-14 | 28-Sep-13 | ||||||||
Shares excluded from calculations of diluted EPS | 1,389 | 1,550 | 1,896 | 1,550 | ||||||||
Fair_Value_Tables
Fair Value (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||
Sep. 27, 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 September 27, 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. | ||||||||||||||||||||||||||||||||
September 27, 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 | — | — | — | — | 118,090 | — | — | 118,090 | ||||||||||||||||||||||||
Short-term investments | ||||||||||||||||||||||||||||||||
Common stock | 6,014 | — | — | 6,014 | — | — | — | — | ||||||||||||||||||||||||
Time deposits | 1,916 | — | — | 1,916 | — | — | — | — | ||||||||||||||||||||||||
Other current assets | ||||||||||||||||||||||||||||||||
Foreign currency contracts(a) | — | 831 | — | 831 | — | — | — | — | ||||||||||||||||||||||||
Total assets measured and recorded at fair value | $ | 7,930 | $ | 831 | $ | — | $ | 8,761 | $ | 118,090 | $ | 49,988 | $ | — | $ | 168,078 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||||||||||||||
Other accrued liabilities | ||||||||||||||||||||||||||||||||
Foreign currency contracts(a) | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 514 | $ | — | $ | 514 | ||||||||||||||||
Contingent consideration obligation | — | — | — | — | — | — | 1,282 | 1,282 | ||||||||||||||||||||||||
Total liabilities measured and recorded at fair value | $ | — | $ | — | $ | — | $ | — | $ | — | $ | 514 | $ | 1,282 | $ | 1,796 | ||||||||||||||||
Information about Derivative Positions | ' | |||||||||||||||||||||||||||||||
September 27, 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 currency contracts | $ | 2,138 | $ | 1,307 | $ | 831 | $ | 620 | $ | 106 | $ | 514 | ||||||||||||||||||||
Gains and (losses) associated with derivatives | ' | |||||||||||||||||||||||||||||||
associated with derivatives are recorded in other expense (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 | Nine months ended | |||||||||||||||||||||||||||||||
(In thousands) | 27-Sep-14 | 28-Sep-13 | 27-Sep-14 | 28-Sep-13 | ||||||||||||||||||||||||||||
Gains (losses) on foreign currency contracts | $ | 1,181 | $ | (784 | ) | $ | 740 | $ | (5,212 | ) | ||||||||||||||||||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 9 Months Ended | |||||||||||||||
Sep. 27, 2014 | ||||||||||||||||
Summary of Financial Information for Reportable Segments | ' | |||||||||||||||
Summarized financial information for the Company’s reportable segments is shown in the following tables. Periods up to March 30, 2014 have been restated to reflect the basis of segmentation presented below. | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
(In thousands) | September 27, 2014 | September 28, 2013 | September 27, 2014 | September 28, 2013 | ||||||||||||
Net sales | ||||||||||||||||
CMH | $ | 165,368 | $ | 145,601 | $ | 487,757 | $ | 449,534 | ||||||||
EM | 107,686 | 18,984 | 202,679 | 57,665 | ||||||||||||
Total net sales | $ | 273,054 | $ | 164,585 | $ | 690,436 | $ | 507,199 | ||||||||
Three months ended | Nine months ended | |||||||||||||||
(In thousands) | September 27, 2014 | September 28, 2013 | September 27, 2014 | September 28, 2013 | ||||||||||||
Segment profit | ||||||||||||||||
CMH | $ | 35,520 | $ | 31,616 | $ | 107,115 | $ | 96,727 | ||||||||
EM | 33,316 | 4,064 | 59,728 | 12,417 | ||||||||||||
Total segment profit | $ | 68,836 | $ | 35,680 | $ | 166,843 | $ | 109,144 | ||||||||
(In thousands) | 27-Sep-14 | 31-Dec-13 | ||||||||||||||
Total assets: | ||||||||||||||||
CMH | $ | 533,932 | $ | 421,756 | ||||||||||||
EM | 830,756 | 33,790 | ||||||||||||||
Corporate, including cash and cash equivalents | $ | 430,532 | $ | 419,748 | ||||||||||||
Total assets | $ | 1,795,220 | $ | 875,294 | ||||||||||||
Reconciliation of Total Segment Profit to Operating Income | ' | |||||||||||||||
The following table reconciles total segment profit to (loss) income before income taxes: | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
(In thousands) | September 27, 2014 | September 28, 2013 | September 27, 2014 | September 28, 2013 | ||||||||||||
Total segment profit | $ | 68,836 | $ | 35,680 | $ | 166,843 | $ | 109,144 | ||||||||
Less: | ||||||||||||||||
Charge for fair value write-up of acquired inventory sold | 24,293 | — | 48,586 | — | ||||||||||||
Amortization of intangible assets | 13,128 | 2,343 | 24,854 | 6,989 | ||||||||||||
Contingent consideration fair value adjustment | — | (1,813 | ) | (1,282 | ) | (1,813 | ) | |||||||||
Unallocated general and administrative expenses | 26,047 | 11,241 | 94,146 | 33,425 | ||||||||||||
Operating income | 5,368 | 23,909 | 539 | 70,543 | ||||||||||||
Interest expense | 10,443 | 56 | 23,009 | 100 | ||||||||||||
Interest income | (347 | ) | (75 | ) | (762 | ) | (254 | ) | ||||||||
Other expense (income), net | 110 | 982 | 1,639 | (1,141 | ) | |||||||||||
(Loss) income before income taxes | $ | (4,838 | ) | $ | 22,946 | $ | (23,347 | ) | $ | 71,838 | ||||||
Acquisitions_Details
Acquisitions (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | ||||||||||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | Dec. 31, 2013 | Apr. 30, 2014 | Dec. 31, 2012 | Sep. 27, 2014 | Sep. 27, 2014 | Dec. 31, 2013 | Apr. 30, 2014 | Sep. 27, 2014 | Sep. 28, 2013 | Apr. 01, 2013 | Sep. 27, 2014 | Dec. 31, 2013 | Sep. 27, 2014 | Sep. 27, 2014 | Dec. 31, 2013 | Sep. 27, 2014 | Sep. 27, 2014 | Dec. 31, 2013 | Sep. 27, 2014 | Sep. 27, 2014 | Sep. 27, 2014 | Apr. 30, 2014 | Sep. 27, 2014 | Apr. 01, 2014 |
ATMI [Member] | ATMI [Member] | ATMI [Member] | ATMI [Member] | Jetalon [Member] | Jetalon [Member] | Jetalon [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Trademarks and Trade Names [Member] | Trademarks and Trade Names [Member] | Trademarks and Trade Names [Member] | Other Intangible Assets [Member] | Other Intangible Assets [Member] | Other Intangible Assets [Member] | Noncompete Agreements [Member] | Senior secured term loan [Member] | Senior secured term loan [Member] | Senior unsecured notes [Member] | Senior unsecured notes [Member] | ||||||||
ATMI [Member] | ATMI [Member] | ATMI [Member] | ATMI [Member] | ATMI [Member] | ||||||||||||||||||||||||
Acquisitions [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Identifiable intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $296,074 | ' | ' | $5,634 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition date | ' | ' | ' | ' | ' | ' | ' | ' | 30-Apr-14 | ' | ' | ' | 1-Apr-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of Stock, Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $34 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventory fair value step-up | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48,586 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Charge for fair value write-up of acquired inventory sold | 24,293 | 0 | 48,586 | 0 | ' | ' | ' | 24,293 | 48,586 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-lived Intangible Assets Acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 165,100 | ' | ' | 120,800 | ' | ' | 10,200 | 7,517 | ' | ' | ' | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | ' | ' | '8 years 6 months | ' | '9 years 4 months | ' | ' | ' | '8 years 3 months | ' | ' | ' | '10 years | ' | '10 years 4 months | '11 years | '10 years | '9 years 10 months | '12 years | '6 years | '6 years 5 months | '13 years 4 months | '7 years 2 months | '1 year 7 months | ' | ' | ' | ' |
Goodwill | 336,252 | ' | 336,252 | ' | 12,274 | ' | 2,209 | ' | ' | ' | 324,026 | ' | ' | 10,090 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Businesses, Net of Cash Acquired | ' | ' | 809,390 | 13,358 | ' | ' | ' | ' | ' | ' | ' | ' | 13,358 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent Consideration Arrangements, Range of Outcomes, Value, High | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Businesses, Gross | ' | ' | ' | ' | ' | ' | ' | ' | 1,130,484 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Direct costs associated with the transaction | ' | ' | ' | ' | ' | ' | ' | ' | 13,288 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Revenue Reported by Acquired Entity for Last Annual Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | 361,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration obligation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,094 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total purchase price, net of cash acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 809,390 | ' | ' | 16,452 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent consideration fair value adjustment | 0 | -1,813 | -1,282 | -1,813 | ' | ' | ' | ' | ' | ' | ' | -1,282 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Pre-combination payment of unvested portion of awards | ' | ' | ' | ' | ' | ' | ' | ' | 21,300 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt | $792,849 | ' | $792,849 | ' | ' | $820,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $432,849 | $460,000 | $360,000 | $360,000 |
Purchase_Price_Details
Purchase Price (Details) (USD $) | 9 Months Ended | 9 Months Ended | ||||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 28, 2013 | Apr. 01, 2013 | Sep. 27, 2014 | Apr. 30, 2014 |
Jetalon [Member] | Jetalon [Member] | ATMI [Member] | ATMI [Member] | |||
Acquisitions [Line Items] | ' | ' | ' | ' | ' | ' |
Payments to Acquire Businesses, Net of Cash Acquired | $809,390 | $13,358 | $13,358 | ' | ' | ' |
Contingent consideration obligation | ' | ' | ' | 3,094 | ' | ' |
Cash paid to ATMI shareholders | ' | ' | ' | ' | 1,099,033 | ' |
Cash paid in settlement of share based compensation awards | ' | ' | ' | ' | 31,451 | ' |
Total purchase price | ' | ' | ' | ' | 1,130,484 | ' |
Less cash and cash equivalents acquired | ' | ' | ' | ' | ' | 321,094 |
Total purchase price, net of cash acquired | ' | ' | ' | $16,452 | ' | $809,390 |
Acquisitions_Purchase_Price_Al
Acquisitions Purchase Price Allocations (Details) (USD $) | Sep. 27, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Apr. 30, 2014 | Apr. 01, 2013 |
In Thousands, unless otherwise specified | ATMI [Member] | Jetalon [Member] | |||
Acquisitions [Line Items] | ' | ' | ' | ' | ' |
Accounts receivable, inventory and other assets | ' | ' | ' | ' | $944 |
Accounts receivable and other current assets | ' | ' | ' | 106,824 | ' |
Inventory | ' | ' | ' | 115,469 | ' |
Property, Plant, and Equipment | ' | ' | ' | 127,164 | ' |
Identifiable intangible assets | ' | ' | ' | 296,074 | 5,634 |
Current liabilities | ' | ' | ' | -89,162 | -216 |
Other Noncurrent Assets | ' | ' | ' | 15,748 | ' |
Deferred Tax Liabilities and other Noncurrent liabilities | ' | ' | ' | -86,753 | ' |
Net assets acquired | ' | ' | ' | 485,364 | 6,362 |
Goodwill | 336,252 | 12,274 | 2,209 | 324,026 | 10,090 |
Total purchase price, net of cash acquired | ' | ' | ' | $809,390 | $16,452 |
Proforma_Results_Details
Proforma Results (Details) (ATMI [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
ATMI [Member] | ' | ' | ' | ' |
Acquisitions [Line Items] | ' | ' | ' | ' |
Business Acquisition, Pro Forma Revenue | $273,054 | $251,799 | $804,701 | $770,688 |
Business Acquisition, Pro Forma Net Income (Loss) | $15,937 | $15,726 | $58,967 | $46,089 |
Business Acquisition, Pro Forma Earnings Per Share, Basic | $0.11 | $0.11 | $0.42 | $0.33 |
Business Acquisition, Pro Forma Earnings Per Share, Diluted | $0.11 | $0.11 | $0.42 | $0.33 |
Short_Term_Investment_Detail
Short - Term Investment (Detail) (USD $) | Sep. 27, 2014 |
In Thousands, unless otherwise specified | |
Schedule of Available-for-sale Securities [Line Items] | ' |
Cost basis | $8,967 |
Gross unrealized gains | 0 |
Gross unrealized losses | -1,037 |
Fair value | 7,930 |
Common stock | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Cost basis | 7,051 |
Gross unrealized gains | 0 |
Gross unrealized losses | -1,037 |
Fair value | 6,014 |
Time Deposits | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Cost basis | 1,916 |
Gross unrealized gains | 0 |
Gross unrealized losses | 0 |
Fair value | $1,916 |
Investments_with_Continuous_Un
Investments with Continuous Unrealized Losses and Related Fair Value (Detail) (Common stock, USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 27, 2014 |
Common stock | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Investments With Continuous Unrealized Losses For Less Than 12 Months, Fair Value | $6,014 |
Investments With Continuous Unrealized Losses For Less Than 12 Months, Unrealized Losses | ($1,037) |
Amortized_Cost_and_Fair_Value_
Amortized Cost and Fair Value of Fixed Maturity Available for Sale Securities by Investment Grade (Detail) (USD $) | Sep. 27, 2014 |
In Thousands, unless otherwise specified | |
Schedule of Available-for-sale Securities [Line Items] | ' |
Cost Basis, Due in 1 year or less | $1,916 |
Cost Basis, Total | 1,916 |
Fair Value, Due in 1 year or less | 1,916 |
Fair Value, Total | $1,916 |
Short_Term_Investments_Net_unr
Short - Term Investments Net unrealized holding losses included in other comprehensive income (Details) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Sep. 27, 2014 |
Investments, Debt and Equity Securities [Abstract] | ' |
Net unrealized holding losses included in other comprehensive income | ($1,037) |
Inventories_Detail
Inventories (Detail) (USD $) | Sep. 27, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Raw materials | $40,323 | $26,012 |
Work-in process | 16,531 | 10,512 |
Finished goods | 107,185 | 56,998 |
Supplies | 562 | 552 |
Inventory, Net | $164,601 | $94,074 |
Additional_Inventory_Details
Additional Inventory (Details) (USD $) | Sep. 27, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Consignment inventories held by customers | $10,968 | $5,052 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets Goodwill (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | Dec. 31, 2013 | |
Goodwill [Line Items] | ' | ' | ' | ' | ' |
Amortization | $13,128,000 | $2,343,000 | $24,854,000 | $6,989,000 | ' |
Goodwill, beginning | ' | ' | 12,274,000 | 2,209,000 | 2,209,000 |
Addition due to acquisition | ' | ' | 324,026,000 | ' | 10,090,000 |
Other, including foreign currency translation | ' | ' | -48,000 | ' | -25,000 |
Goodwill, ending | 336,252,000 | ' | 336,252,000 | ' | 12,274,000 |
Goodwill, Period Increase (Decrease) | ' | ' | 324,000,000 | ' | ' |
CMH | ' | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' | ' |
Goodwill, beginning | ' | ' | 12,274,000 | 2,209,000 | 2,209,000 |
Addition due to acquisition | ' | ' | 31,440,000 | ' | 10,090,000 |
Other, including foreign currency translation | ' | ' | -23,000 | ' | -25,000 |
Goodwill, ending | 43,691,000 | ' | 43,691,000 | ' | 12,274,000 |
EM | ' | ' | ' | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' | ' |
Goodwill, beginning | ' | ' | 0 | 0 | 0 |
Addition due to acquisition | ' | ' | 292,586,000 | ' | 0 |
Other, including foreign currency translation | ' | ' | -25,000 | ' | 0 |
Goodwill, ending | $292,561,000 | ' | $292,561,000 | ' | $0 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets Intangible Assets (Details) (USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 27, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | $456,604 | $152,977 |
Accumulated Amortization | 134,322 | 109,468 |
Net carrying value | 322,282 | 43,509 |
Amortization Expense, 2014 | 12,917 | ' |
Amortization Expense, 2015 | 48,586 | ' |
Amortization Expense, 2016 | 45,602 | ' |
Amortization Expense, 2017 | 44,178 | ' |
Amortization Expense, 2018 | 42,899 | ' |
Amortization Expense, thereafter | 128,100 | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '8 years 6 months | '9 years 4 months |
Developed Technology Rights [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 200,864 | 80,055 |
Accumulated Amortization | 73,737 | 62,906 |
Net carrying value | 127,127 | 17,149 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '6 years 7 months | '7 years 6 months |
Trademarks and Trade Names [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 17,210 | 13,092 |
Accumulated Amortization | 8,376 | 7,306 |
Net carrying value | 8,834 | 5,786 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '9 years 10 months | '12 years |
Customer Relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 222,726 | 57,617 |
Accumulated Amortization | 49,893 | 39,146 |
Net carrying value | 172,833 | 18,471 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '10 years 4 months | '11 years |
Other Intangible Assets [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross carrying amount | 15,804 | 2,213 |
Accumulated Amortization | 2,316 | 110 |
Net carrying value | $13,488 | $2,103 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | '6 years 5 months | '13 years 4 months |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets Additional Intangible Assets Detail (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
Goodwill and Intangible Assets [Abstract] | ' | ' | ' | ' |
Amortization | $13,128 | $2,343 | $24,854 | $6,989 |
Asset_Retirement_Obligations_D
Asset Retirement Obligations (Details) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 27, 2014 | Dec. 31, 2013 |
Asset Retirement Obligation [Abstract] | ' | ' |
Asset Retirement Obligation | $10,355 | $2,167 |
Liabilities Assumed in ATMI acquisition | 8,032 | ' |
Liabilities Settled | -63 | ' |
Liabilities Incurred | 147 | ' |
Accretion Expense | 125 | ' |
Revision of Estimate | ($53) | ' |
Longterm_debt_schedule_Details
Long-term debt schedule (Details) (USD $) | Sep. 27, 2014 | Apr. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |||
Debt Instrument [Line Items] | ' | ' | ' |
Long-term Debt | $792,849 | $820,000 | ' |
Long-term Debt, Current Maturities | 4,600 | ' | 0 |
Long-term Debt, Excluding Current Maturities | 788,249 | ' | 0 |
Senior secured term loan [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-term Debt | 432,849 | ' | ' |
Senior unsecured notes [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Long-term Debt | $360,000 | ' | ' |
Maturity_Schedule_Details
Maturity Schedule (Details) (USD $) | Sep. 27, 2014 | Apr. 30, 2014 |
In Thousands, unless otherwise specified | ||
Debt [Abstract] | ' | ' |
2014 | $2,300 | ' |
2015 | 54,600 | ' |
2016 | 4,600 | ' |
2017 | 4,600 | ' |
2018 | 4,600 | ' |
Thereafter | 722,149 | ' |
Long-term Debt | $792,849 | $820,000 |
Additional_Debt_Details
Additional Debt (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 27, 2014 | Apr. 30, 2014 | Sep. 27, 2014 | Apr. 01, 2014 | Sep. 27, 2014 | Apr. 30, 2014 | Sep. 27, 2014 |
Senior unsecured notes [Member] | Senior unsecured notes [Member] | ABL Facility [Member] | ABL Facility [Member] | Senior secured term loan [Member] | ||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Remit % of scheduled quarterly payments | ' | ' | ' | ' | ' | ' | ' | 0.25% |
Long-term Debt | $792,849 | $792,849 | $820,000 | $360,000 | ' | ' | ' | $432,849 |
Increased borrowing capacity under certain conditions | ' | ' | ' | ' | ' | ' | ' | 225,000 |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | 6.00% | ' | ' | 3.50% |
Repayments of Debt | ' | 25,000 | ' | ' | ' | ' | ' | ' |
Prepayment % of annual excess cash flow | ' | ' | ' | ' | ' | ' | ' | 50.00% |
Prepayment % for asset sales and casualty events | ' | ' | ' | ' | ' | ' | ' | 100.00% |
Debt Instrument, Redemption Price, Percentage | ' | ' | ' | 100.00% | ' | ' | ' | ' |
Minimum redemption price on or after April 1, 2017 | ' | ' | ' | 100.00% | ' | ' | ' | ' |
Maximum redemption price on or after April 1, 2017 | ' | ' | ' | 104.50% | ' | ' | ' | ' |
Redemption price, change of control | ' | ' | ' | 101.00% | ' | ' | ' | ' |
Event of default percentage | ' | ' | ' | 25.00% | ' | ' | ' | ' |
Long-term Line of Credit, Noncurrent | ' | ' | ' | ' | ' | ' | 75,000 | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | 35,000 | ' |
Letters of credit maximum borrowing capacity | ' | ' | 35,000 | ' | ' | ' | ' | ' |
Swingline loans available | ' | ' | ' | ' | ' | ' | 20,000 | ' |
Line of Credit Facility, Interest Rate at Period End | ' | ' | ' | ' | ' | 4.25% | ' | ' |
Line of Credit Facility, Commitment Fee Percentage | ' | ' | ' | ' | ' | 0.33% | ' | ' |
Debt discount | ' | ' | 2,300 | ' | ' | ' | ' | ' |
Debt Issuance Cost | ' | 20,747 | ' | ' | ' | ' | ' | ' |
Amortization of Financing Costs | 769 | 5,117 | ' | ' | ' | ' | ' | ' |
Debt Instrument, Fee Amount | ' | ' | $3,951 | ' | ' | ' | ' | ' |
Future_Minimum_Lease_Payments_
Future Minimum Lease Payments (Detail) (USD $) | Sep. 27, 2014 |
In Thousands, unless otherwise specified | |
Operating Leased Assets [Line Items] | ' |
2014 | $3,155 |
2015 | 9,620 |
2016 | 6,869 |
2017 | 4,300 |
2018 | 3,652 |
Thereafter | 1,163 |
Total minimum lease payments | $28,759 |
Lease_Commitments_Additional_I
Lease Commitments - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
Operating Leased Assets [Line Items] | ' | ' | ' | ' |
Total rental expense for all equipment and building operating leases | $3,261 | $2,343 | $8,740 | $7,137 |
Income_Taxes_Income_Tax_Rate_R
Income Taxes Income Tax Rate Reconciliation (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
Income Taxes [Abstract] | ' | ' | ' | ' |
Expected federal income tax (benefit) expense at statutory rate | ($1,693) | $8,031 | ($8,171) | $25,143 |
Effect of foreign source income | -3,460 | -3,059 | -12,958 | -6,742 |
Effect of foreign dividend | 1,800 | 0 | -2,936 | 0 |
Nondeductible acquisition costs | -353 | 0 | 1,503 | 0 |
Other items, net | -104 | 167 | 550 | -548 |
Income tax (benefit) expense | ($3,810) | $5,139 | ($22,012) | $17,853 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 9 Months Ended | |
In Millions, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 |
Income Tax Disclosure [Abstract] | ' | ' |
Effective Income Tax Rate | 94.30% | 24.90% |
Discrete Tax Expense Benefit | ' | $1.30 |
Reconciliation_of_Share_Amount
Reconciliation of Share Amount Used in Computation of Basic and Diluted Earnings Per Share (EPS) (Detail) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
Weighted shares outstanding: | ' | ' | ' | ' |
Basic-weighted common shares outstanding | 139,480 | 138,904 | 139,215 | 139,061 |
Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock | 0 | 578 | 0 | 627 |
Diluted-weighted common shares and common shares equivalent outstanding | 139,480 | 139,482 | 139,215 | 139,688 |
Shares_Excluded_Underlying_Sto
Shares Excluded Underlying Stock Based Award from Calucations of Diluted EPS (Detail) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Shares excluded from calculations of diluted EPS | 1,389 | 1,550 | 1,896 | 1,550 |
Fair_Value_Details
Fair Value (Details) (USD $) | Sep. 27, 2014 | Dec. 31, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Short-term Investments | $7,930,000 | $0 |
Foreign currency contract - asset | 831,000 | ' |
Total assets measured and recorded at fair value | 8,761,000 | 168,078,000 |
Foreign currency contract liabilities | ' | 514,000 |
Total liabilities measured and recorded at fair value | 0 | 1,796,000 |
Liability [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Contingent consideration obligation | 0 | 1,282,000 |
Forward Contracts [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Foreign currency contract - asset | 831,000 | 0 |
Foreign currency contract liabilities | 0 | 514,000 |
Commercial Paper | ' | ' |
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 | 0 | 118,090,000 |
Common stock | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Short-term Investments | 6,014,000 | 0 |
Time Deposits | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Short-term Investments | 1,916,000 | 0 |
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 | 7,930,000 | 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 currency contract - asset | 0 | 0 |
Foreign currency contract liabilities | 0 | 0 |
Fair Value, Inputs, Level 1 | Commercial Paper | ' | ' |
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 | 0 | 118,090,000 |
Fair Value, Inputs, Level 1 | Common stock | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Short-term Investments | 6,014,000 | 0 |
Fair Value, Inputs, Level 1 | Time Deposits | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Short-term Investments | 1,916,000 | 0 |
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 | 831,000 | 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 currency contract - asset | 831,000 | 0 |
Foreign currency contract liabilities | 0 | 514,000 |
Fair Value, Inputs, Level 2 | Commercial Paper | ' | ' |
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 2 | Common stock | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Short-term Investments | 0 | 0 |
Fair Value, Inputs, Level 2 | Time Deposits | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Short-term Investments | 0 | 0 |
Fair Value, Inputs, Level 3 | ' | ' |
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 | 0 | 1,282,000 |
Fair Value, Inputs, Level 3 | Liability [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Contingent consideration obligation | 0 | 1,282,000 |
Fair Value, Inputs, Level 3 | Forward Contracts [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Foreign currency contract - asset | 0 | 0 |
Foreign currency contract liabilities | 0 | 0 |
Fair Value, Inputs, Level 3 | Commercial Paper | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | 0 | 0 |
Fair Value, Inputs, Level 3 | 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 | Common stock | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Short-term Investments | 0 | 0 |
Fair Value, Inputs, Level 3 | Time Deposits | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Short-term Investments | $0 | $0 |
Information_about_Derivative_P
Information about Derivative Positions (Detail) (USD $) | Sep. 27, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivative [Line Items] | ' | ' |
Gross amounts of recognized assets | $2,138 | $106 |
Gross amounts of recognized liabilities | 1,307 | 620 |
Foreign currency contract - asset | 831 | ' |
Foreign currency contract liabilities | ' | $514 |
Fair_Value_Losses_associated_w
Fair Value Losses associated with derivatives (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
Fair Value Disclosures [Abstract] | ' | ' | ' | ' |
Gains (Losses) on forward currency contracts | $1,181 | ($784) | $740 | ($5,212) |
Summary_of_Financial_Informati
Summary of Financial Information for Reportable Segments (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 | Dec. 31, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Total net sales | $273,054 | $164,585 | $690,436 | $507,199 | ' |
Total Segment Profit | 68,836 | 35,680 | 166,843 | 109,144 | ' |
Assets | 1,795,220 | ' | 1,795,220 | ' | 875,294 |
CMH | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Total net sales | 165,368 | 145,601 | 487,757 | 449,534 | ' |
Total Segment Profit | 35,520 | 31,616 | 107,115 | 96,727 | ' |
Assets | 533,932 | ' | 533,932 | ' | 421,756 |
EM | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Total net sales | 107,686 | 18,984 | 202,679 | 57,665 | ' |
Total Segment Profit | 33,316 | 4,064 | 59,728 | 12,417 | ' |
Assets | 830,756 | ' | 830,756 | ' | 33,790 |
Corporate, including cash and cash equivalents | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Assets | $430,532 | ' | $430,532 | ' | $419,748 |
Reconciliation_of_Total_Segmen
Reconciliation of Total Segment Profit to Operating Income (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 27, 2014 | Sep. 28, 2013 | Sep. 27, 2014 | Sep. 28, 2013 |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ' | ' | ' | ' |
Total Segment Profit | $68,836 | $35,680 | $166,843 | $109,144 |
Charge for fair value write-up of acquired inventory sold | 24,293 | 0 | 48,586 | 0 |
Amortization | 13,128 | 2,343 | 24,854 | 6,989 |
Contingent consideration fair value adjustment | 0 | -1,813 | -1,282 | -1,813 |
Unallocated General And Administrative Expenses | 26,047 | 11,241 | 94,146 | 33,425 |
Operating income | 5,368 | 23,909 | 539 | 70,543 |
Interest expense | 10,443 | 56 | 23,009 | 100 |
Interest income | -347 | -75 | -762 | -254 |
Other expense (income), net | 110 | 982 | 1,639 | -1,141 |
(Loss) income before income taxes and equity in net loss of affiliates | ($4,838) | $22,946 | ($23,347) | $71,838 |