Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 26, 2015 | Oct. 27, 2015 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 26, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | ENTG | |
Entity Registrant Name | ENTEGRIS INC | |
Entity Central Index Key | 1,101,302 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 140,561,354 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 26, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 301,061 | $ 389,699 |
Short-term investments | 2,178 | 4,601 |
Trade accounts and notes receivable, net of allowance for doubtful accounts of $1,414 and $1,827 | 184,297 | 153,961 |
Inventories | 188,439 | 163,125 |
Deferred tax assets, deferred tax charges and refundable income taxes | 27,877 | 30,556 |
Other current assets | 20,392 | 23,713 |
Total current assets | 724,244 | 765,655 |
Property, plant and equipment, net of accumulated depreciation of $331,265 and $315,949 | 315,695 | 313,569 |
Other assets: | ||
Goodwill | 341,305 | 340,743 |
Intangible assets, net of accumulated amortization of $182,443 and $146,535 | 269,895 | 308,554 |
Deferred tax assets and other noncurrent tax assets | 5,183 | 5,068 |
Other | 22,126 | 28,502 |
Total assets | 1,678,448 | 1,762,091 |
Current liabilities: | ||
Long-term debt, current maturities | 50,000 | 100,000 |
Accounts payable | 53,823 | 57,417 |
Accrued payroll and related benefits | 42,571 | 51,164 |
Interest payable | 13,475 | 5,561 |
Other accrued liabilities | 40,246 | 34,826 |
Deferred tax liabilities and income taxes payable | 8,950 | 13,552 |
Total current liabilities | 209,065 | 262,520 |
Long-term debt, excluding current maturities | 617,130 | 666,796 |
Pension benefit obligations and other liabilities | 22,414 | 25,373 |
Deferred tax liabilities and other noncurrent tax liabilities | 59,704 | 58,961 |
Commitments and contingent liabilities | 0 | 0 |
Equity: | ||
Preferred stock, par value $.01; 5,000,000 shares authorized; none issued and outstanding as of September 26, 2015 and December 31, 2014 | 0 | 0 |
Common stock, par value $.01; 400,000,000 shares authorized; issued and outstanding shares as of September 26, 2015 and December 31, 2014: 140,561,354 and 139,792,583 | 1,406 | 1,398 |
Additional paid-in capital | 839,357 | 830,430 |
Retained deficit | (17,990) | (80,712) |
Accumulated other comprehensive loss | (52,638) | (2,675) |
Total equity | 770,135 | 748,441 |
Total liabilities and equity | $ 1,678,448 | $ 1,762,091 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 26, 2015 | Dec. 31, 2014 |
Trade accounts and notes receivable, allowance for doubtful accounts | $ 1,414 | $ 1,827 |
Property, plant and equipment, accumulated depreciation | 331,265 | 315,949 |
Intangible assets, Accumulated amortization | $ 182,443 | $ 146,535 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 140,561,354 | 139,792,583 |
Common stock, shares outstanding | 140,561,354 | 139,792,583 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Net sales | $ 270,253 | $ 273,054 | $ 814,335 | $ 690,436 |
Cost of sales | 153,943 | 174,311 | 453,402 | 431,673 |
Gross profit | 116,310 | 98,743 | 360,933 | 258,763 |
Selling, general and administrative expenses | 46,730 | 55,820 | 147,890 | 172,954 |
Engineering, research and development expenses | 26,841 | 24,427 | 79,183 | 61,698 |
Amortization of intangible assets | 11,673 | 13,128 | 35,908 | 24,854 |
Contingent consideration fair value adjustment | 0 | 0 | 0 | (1,282) |
Operating income | 31,066 | 5,368 | 97,952 | 539 |
Interest expense | 9,291 | 10,443 | 28,884 | 23,009 |
Interest income | (90) | (347) | (340) | (762) |
Other (income) expense, net | (5,624) | 110 | (8,466) | 1,639 |
Income (loss) before income tax expense (benefit) and equity in net loss of affiliates | 27,489 | (4,838) | 77,874 | (23,347) |
Income tax expense (benefit) | 4,018 | (3,810) | 14,933 | (22,012) |
Equity in net loss of affiliates | 68 | 40 | 218 | 90 |
Net income (loss) | $ 23,403 | $ (1,068) | $ 62,723 | $ (1,425) |
Basic net income (loss) per common share | $ 0.17 | $ (0.01) | $ 0.45 | $ (0.01) |
Diluted net income (loss) per common share | $ 0.17 | $ (0.01) | $ 0.44 | $ (0.01) |
Weighted shares outstanding: | ||||
Basic | 140,555 | 139,480 | 140,282 | 139,215 |
Diluted | 141,317 | 139,480 | 141,016 | 139,215 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements Of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Net income (loss) | $ 23,403 | $ (1,068) | $ 62,723 | $ (1,425) |
Other comprehensive income (loss), net of tax | ||||
Foreign currency translation adjustments | (35,343) | (8,749) | (50,297) | (2,919) |
Available for sale securities, unrealized (loss) gain | (430) | (393) | 254 | (1,037) |
Pension liability adjustments | 63 | 26 | 80 | 45 |
Other comprehensive loss | (35,710) | (9,116) | (49,963) | (3,911) |
Comprehensive (loss) income | $ (12,307) | $ (10,184) | $ 12,760 | $ (5,336) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 26, 2015 | Sep. 27, 2014 | |
Operating activities: | ||
Net income (loss) | $ 62,723 | $ (1,425) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation | 40,080 | 33,005 |
Amortization | 35,908 | 24,854 |
Share-based compensation expense | 8,120 | 6,513 |
Charge for fair value write-up of acquired inventory sold | 0 | 48,586 |
Provision for deferred income taxes | 2,594 | (28,782) |
Other | 7,569 | 7,036 |
Changes in operating assets and liabilities: | ||
Trade accounts and notes receivable | (38,020) | (21,299) |
Inventories | (39,550) | (8,078) |
Accounts payable and accrued liabilities | 12,576 | 27,929 |
Other current assets | 4,845 | 45 |
Income taxes payable and refundable income taxes | (3,647) | (3,153) |
Other | (24,498) | 5,989 |
Net cash provided by operating activities | 68,700 | 91,220 |
Investing activities: | ||
Acquisition of business, net of cash acquired | 0 | (809,390) |
Acquisition of property, plant and equipment | (55,696) | (44,013) |
Proceeds from sale and maturities of short-term investments | 2,111 | 8,888 |
Payments for non-compete agreements | 0 | (7,517) |
Other | 347 | 560 |
Net cash used in investing activities | (53,238) | (851,472) |
Financing activities: | ||
Proceeds from long-term debt | 0 | 855,200 |
Payments of long-term debt | (100,000) | (62,500) |
Issuance of common stock | 2,608 | 1,705 |
Taxes paid related to net share settlement of equity awards | (2,458) | (2,290) |
Payments for debt issue costs | 0 | (20,747) |
Other | 665 | 763 |
Net cash (used in) provided by financing activities | (99,185) | 772,131 |
Effect of exchange rate changes on cash and cash equivalents | (4,915) | (5,812) |
(Decrease) increase in cash and cash equivalents | (88,638) | 6,067 |
Cash and cash equivalents at beginning of period | 389,699 | 384,426 |
Cash and cash equivalents at end of period | $ 301,061 | $ 390,493 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 26, 2015 | |
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, goodwill, 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 considered necessary, and are of a normal recurring nature, to present fairly the financial position as of September 26, 2015 and December 31, 2014 , the results of operations and comprehensive income (loss) for the three and nine months ended September 26, 2015 and September 27, 2014 , and the equity and cash flows for the nine months ended September 26, 2015 and September 27, 2014 . 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, 2014 . The results of operations for the three and nine months ended September 26, 2015 are not necessarily indicative of the results to be expected for the full year. Fair Value of Financial Instruments The carrying value of cash equivalents, accounts receivable, accounts payable, accrued payroll and related benefits, and other accrued liabilities approximates fair value due to the short maturity of those items. The fair value of long-term debt, including current maturities, based upon models utilizing market observable (Level 2) inputs and credit risk, was $670.9 million at September 26, 2015 compared to the carrying amount of long-term debt, including current maturities, of $667.1 million . 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, 2018. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and disclosures. On April 7, 2015, the FASB issued Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (ASU No. 2015-03) which requires an entity to present debt issuance costs as a direct deduction from the carrying amount of the related debt liability on the balance sheet. The update requires retrospective application and represents a change in accounting principle. The update becomes effective January 1, 2016. Based on the balances as of September 26, 2015 , the adoption of ASU No. 2015-03 will require the Company to reclassify $13.1 million of unamortized debt issuance costs from other current assets and other noncurrent assets to long-term debt. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 26, 2015 | |
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 . ATMI is a leading supplier of high-performance materials, materials packaging and materials delivery systems used worldwide in the manufacture of microelectronic devices. 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. 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 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 $ 109,965 Inventory 114,200 Property, plant and equipment 124,025 Identifiable intangible assets 297,040 Other noncurrent assets 8,954 Current liabilities (60,943 ) Deferred tax liabilities and other noncurrent liabilities (120,946 ) Net assets acquired 472,295 Goodwill 337,095 Total purchase price, net of cash acquired $ 809,390 The fair value of acquired property, plant and equipment of $124.0 million is valued at its value-in-use, unless there was a known plan to dispose of an asset. 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 $337.1 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. No amount of goodwill is expected to be deductible for income tax purposes. The final valuation of assets acquired and liabilities assumed was completed in the second quarter of 2015. |
Inventories
Inventories | 9 Months Ended |
Sep. 26, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | INVENTORIES Inventories consist of the following: (In thousands) September 26, 2015 December 31, 2014 Raw materials $ 54,285 $ 41,015 Work-in process 14,588 14,190 Finished goods (a) 119,566 107,920 Total inventories $ 188,439 $ 163,125 (a) Includes consignment inventories held by customers of $15.3 million and $11.0 million at September 26, 2015 and December 31, 2014 , respectively. |
Goodwill (Notes)
Goodwill (Notes) | 9 Months Ended |
Sep. 26, 2015 | |
Goodwill and Intangible Assets [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | GOODWILL Goodwill activity for each period was as follows: (In thousands) CMH EM Total December 31, 2013 $ 12,274 $ — $ 12,274 Additions due to acquisitions 31,440 292,586 324,026 Other, including foreign currency translation (23 ) (25 ) (48 ) September 27, 2014 $ 43,691 $ 292,561 $ 336,252 (In thousands) CMH EM Total December 31, 2014 $ 47,483 $ 293,260 $ 340,743 Purchase accounting adjustments — 4,972 4,972 Other, including foreign currency translation (81 ) (4,329 ) (4,410 ) September 26, 2015 $ 47,402 $ 293,903 $ 341,305 As of September 26, 2015 , goodwill amounted to approximately $341.3 million , an increase of $0.6 million from the balance at December 31, 2014 . The increase in goodwill relates to purchase accounting adjustments related to the acquisition of ATMI completed in April 2014. The final valuation of assets acquired and liabilities was completed in the second quarter of 2015. The increase was partially offset by the foreign currency translation adjustments. |
Debt
Debt | 9 Months Ended |
Sep. 26, 2015 | |
Debt [Abstract] | |
Debt | DEBT Long-term debt at September 26, 2015 and December 31, 2014 consists of the following: (In thousands) September 26, 2015 December 31, 2014 Senior secured term loan facility due 2021 $ 307,130 $ 406,796 Senior unsecured notes due 2022 360,000 360,000 Senior secured asset-based revolving credit facility — — Total long-term debt, including current maturities $ 667,130 $ 766,796 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 provided senior secured financing of $460 million . 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 26, 2015 . In addition to paying interest on outstanding principal under the Term Loan Facility, the Company is required to pay customary agency fees. During the nine months ended September 26, 2015 , the Company made discretionary prepayments totaling $100 million on 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 in compliance with all of the covenants associated with the Term Loan Facility at September 26, 2015 . 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. 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. The Company is in compliance with all of the covenants associated with the 2022 Senior Unsecured Note at September 26, 2015 . 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. 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. The Company is in compliance with of the covenants associated with the ABL Facility at September 26, 2015. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 26, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | INCOME TAXES Income tax expense (benefit) differs from the expected amounts based on the statutory federal tax rates for the three and nine months ended September 26, 2015 and September 27, 2014 as follows: Three months ended Nine months ended (In thousands) September 26, 2015 September 27, 2014 September 26, 2015 September 27, 2014 Expected federal income tax expense (benefit) at statutory rate $ 9,621 $ (1,693 ) $ 27,256 $ (8,171 ) Effect of foreign source income (5,858 ) (3,460 ) (14,133 ) (12,958 ) Effect of foreign dividend — 1,800 — (2,936 ) Valuation allowance 508 — 1,542 — Nondeductible acquisition costs — (353 ) — 1,503 Other items, net (253 ) (104 ) 268 550 Income tax expense (benefit) $ 4,018 $ (3,810 ) $ 14,933 $ (22,012 ) The Company’s year-to-date effective tax rate was 19.2% in 2015, compared to an effective tax rate of 94.3% in 2014. This variance reflects the nondeductibility of certain acquisition-related expenditures incurred in connection with the ATMI acquisition and the benefit of a foreign dividend in 2014. The effective tax rates in both years reflects a greater concentration in the Company's geographic composition of income toward jurisdictions with lower tax rates. |
Earnings Per Common Share
Earnings Per Common Share | 9 Months Ended |
Sep. 26, 2015 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Common Share | EARNINGS (LOSS) PER COMMON SHARE The following table presents a reconciliation of the denominators used in the computation of basic and diluted earnings (loss) per common share (EPS): Three months ended Nine months ended (In thousands) September 26, 2015 September 27, 2014 September 26, 2015 September 27, 2014 Basic—weighted common shares outstanding 140,555 139,480 140,282 139,215 Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock 762 — 734 — Diluted—weighted common shares and common shares equivalent outstanding 141,317 139,480 141,016 139,215 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 26, 2015 and September 27, 2014 : Three months ended Nine months ended (In thousands) September 26, 2015 September 27, 2014 September 26, 2015 September 27, 2014 Shares excluded from calculations of diluted EPS 1,002 1,389 980 1,896 |
Fair Value
Fair Value | 9 Months Ended |
Sep. 26, 2015 | |
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 26, 2015 and December 31, 2014 . 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 26, 2015 December 31, 2014 (In thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Short-term investments Common stock $ 2,178 $ — $ — $ 2,178 $ 4,601 $ — $ — $ 4,601 Total assets measured and recorded at fair value $ 2,178 $ — $ — $ 2,178 $ 4,601 $ — $ — $ 4,601 Liabilities: Other accrued liabilities Foreign currency contracts (a) $ — $ 10,927 $ — $ 10,927 $ — $ 1,851 $ — $ 1,851 Total liabilities measured and recorded at fair value $ — $ 10,927 $ — $ 10,927 $ — $ 1,851 $ — $ 1,851 (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 26, 2015 and December 31, 2014 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 26, 2015 December 31, 2014 (In thousands) Gross Gross Net amount of Gross amounts of recognized liabilities Gross amounts offset in the condensed consolidated balance sheet Net amount of liabilities in the condensed consolidated balance sheet Foreign currency contracts $ 11,354 $ 427 $ 10,927 $ 4,336 $ 2,485 $ 1,851 (Losses) gains associated with derivatives are recorded in other (income) expense, net, in the condensed consolidated statements of operations. (Losses) gains associated with derivative instruments not designated as hedging instruments were as follows: Three months ended Nine months ended (In thousands) September 26, 2015 September 27, 2014 September 26, 2015 September 27, 2014 (Losses) gains on foreign currency contracts $ (10,927 ) $ 1,181 $ (13,249 ) $ 740 In the first quarter of 2015, the Company recorded an other-than-temporary impairment of $0.5 million related to an available-for-sale common stock investment classified in short-term investments in its condensed consolidated balance sheet. The Company determined that it was an other-than-temporary impairment due to the significant decline in the fair value compared to the acquisition cost for an extended period of time and the financial condition of the issuer. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 26, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting | SEGMENT REPORTING The Company reports its financial performance based on two reportable segments: Critical Materials Handling (CMH) and Electronic Materials (EM). The manager of CMH and EM is accountable for results at the segment profit level and reports directly to the Company’s Chief Executive Officer, who is responsible for evaluating companywide performance and resource allocation decisions between the product groups. 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. Three months ended Nine months ended (In thousands) September 26, 2015 September 27, 2014 September 26, 2015 September 27, 2014 Net sales CMH $ 166,043 $ 165,368 $ 507,764 $ 487,757 EM 104,210 107,686 306,571 202,679 Total net sales $ 270,253 $ 273,054 $ 814,335 $ 690,436 Three months ended Nine months ended (In thousands) September 26, 2015 September 27, 2014 September 26, 2015 September 27, 2014 Segment profit CMH $ 37,109 $ 35,520 $ 122,182 $ 107,115 EM 23,919 33,316 72,700 59,728 Total segment profit $ 61,028 $ 68,836 $ 194,882 $ 166,843 The following table reconciles total segment profit to income (loss) before income taxes and equity in net loss of affiliates: Three months ended Nine months ended (In thousands) September 26, 2015 September 27, 2014 September 26, 2015 September 27, 2014 Total segment profit $ 61,028 $ 68,836 $ 194,882 $ 166,843 Less: Charge for fair value write-up of acquired inventory sold — 24,293 — 48,586 Amortization of intangible assets 11,673 13,128 35,908 24,854 Contingent consideration fair value adjustment — — — (1,282 ) Unallocated general and administrative expenses 18,289 26,047 61,022 94,146 Operating income 31,066 5,368 97,952 539 Interest expense 9,291 10,443 28,884 23,009 Interest income (90 ) (347 ) (340 ) (762 ) Other (income) expense, net (5,624 ) 110 (8,466 ) 1,639 Income (loss) before income taxes and equity in net loss of affiliates $ 27,489 $ (4,838 ) $ 77,874 $ (23,347 ) |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 26, 2015 | |
Nature of Operations | 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 | 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, goodwill, 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 considered necessary, and are of a normal recurring nature, to present fairly the financial position as of September 26, 2015 and December 31, 2014 , the results of operations and comprehensive income (loss) for the three and nine months ended September 26, 2015 and September 27, 2014 , and the equity and cash flows for the nine months ended September 26, 2015 and September 27, 2014 . 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, 2014 . The results of operations for the three and nine months ended September 26, 2015 are not necessarily indicative of the results to be expected for the full year. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value of Financial Instruments The carrying value of cash equivalents, accounts receivable, accounts payable, accrued payroll and related benefits, and other accrued liabilities approximates fair value due to the short maturity of those items. The fair value of long-term debt, including current maturities, based upon models utilizing market observable (Level 2) inputs and credit risk, was $670.9 million at September 26, 2015 compared to the carrying amount of long-term debt, including current maturities, of $667.1 million . |
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, 2018. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and disclosures. On April 7, 2015, the FASB issued Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (ASU No. 2015-03) which requires an entity to present debt issuance costs as a direct deduction from the carrying amount of the related debt liability on the balance sheet. The update requires retrospective application and represents a change in accounting principle. The update becomes effective January 1, 2016. Based on the balances as of September 26, 2015 , the adoption of ASU No. 2015-03 will require the Company to reclassify $13.1 million of unamortized debt issuance costs from other current assets and other noncurrent assets to long-term debt. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
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 |
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 $ 109,965 Inventory 114,200 Property, plant and equipment 124,025 Identifiable intangible assets 297,040 Other noncurrent assets 8,954 Current liabilities (60,943 ) Deferred tax liabilities and other noncurrent liabilities (120,946 ) Net assets acquired 472,295 Goodwill 337,095 Total purchase price, net of cash acquired $ 809,390 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories consist of the following: (In thousands) September 26, 2015 December 31, 2014 Raw materials $ 54,285 $ 41,015 Work-in process 14,588 14,190 Finished goods (a) 119,566 107,920 Total inventories $ 188,439 $ 163,125 (a) Includes consignment inventories held by customers of $15.3 million and $11.0 million at September 26, 2015 and December 31, 2014 , respectively. |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
Goodwill and Intangible Assets [Abstract] | |
Schedule of Goodwill [Table Text Block] | (In thousands) CMH EM Total December 31, 2013 $ 12,274 $ — $ 12,274 Additions due to acquisitions 31,440 292,586 324,026 Other, including foreign currency translation (23 ) (25 ) (48 ) September 27, 2014 $ 43,691 $ 292,561 $ 336,252 (In thousands) CMH EM Total December 31, 2014 $ 47,483 $ 293,260 $ 340,743 Purchase accounting adjustments — 4,972 4,972 Other, including foreign currency translation (81 ) (4,329 ) (4,410 ) September 26, 2015 $ 47,402 $ 293,903 $ 341,305 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
Debt [Abstract] | |
Schedule of Debt [Table Text Block] | Long-term debt at September 26, 2015 and December 31, 2014 consists of the following: (In thousands) September 26, 2015 December 31, 2014 Senior secured term loan facility due 2021 $ 307,130 $ 406,796 Senior unsecured notes due 2022 360,000 360,000 Senior secured asset-based revolving credit facility — — Total long-term debt, including current maturities $ 667,130 $ 766,796 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Income tax expense (benefit) differs from the expected amounts based on the statutory federal tax rates for the three and nine months ended September 26, 2015 and September 27, 2014 as follows: Three months ended Nine months ended (In thousands) September 26, 2015 September 27, 2014 September 26, 2015 September 27, 2014 Expected federal income tax expense (benefit) at statutory rate $ 9,621 $ (1,693 ) $ 27,256 $ (8,171 ) Effect of foreign source income (5,858 ) (3,460 ) (14,133 ) (12,958 ) Effect of foreign dividend — 1,800 — (2,936 ) Valuation allowance 508 — 1,542 — Nondeductible acquisition costs — (353 ) — 1,503 Other items, net (253 ) (104 ) 268 550 Income tax expense (benefit) $ 4,018 $ (3,810 ) $ 14,933 $ (22,012 ) |
Earnings Per Common Share (Tabl
Earnings Per Common Share (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
Reconcilation of Share Amount Used in Computaion of Basic and Diluted Earnings Per Share (EPS) | The following table presents a reconciliation of the denominators used in the computation of basic and diluted earnings (loss) per common share (EPS): Three months ended Nine months ended (In thousands) September 26, 2015 September 27, 2014 September 26, 2015 September 27, 2014 Basic—weighted common shares outstanding 140,555 139,480 140,282 139,215 Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock 762 — 734 — Diluted—weighted common shares and common shares equivalent outstanding 141,317 139,480 141,016 139,215 |
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 26, 2015 and September 27, 2014 : Three months ended Nine months ended (In thousands) September 26, 2015 September 27, 2014 September 26, 2015 September 27, 2014 Shares excluded from calculations of diluted EPS 1,002 1,389 980 1,896 |
Fair Value (Tables)
Fair Value (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
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 26, 2015 and December 31, 2014 . 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 26, 2015 December 31, 2014 (In thousands) Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Short-term investments Common stock $ 2,178 $ — $ — $ 2,178 $ 4,601 $ — $ — $ 4,601 Total assets measured and recorded at fair value $ 2,178 $ — $ — $ 2,178 $ 4,601 $ — $ — $ 4,601 Liabilities: Other accrued liabilities Foreign currency contracts (a) $ — $ 10,927 $ — $ 10,927 $ — $ 1,851 $ — $ 1,851 Total liabilities measured and recorded at fair value $ — $ 10,927 $ — $ 10,927 $ — $ 1,851 $ — $ 1,851 |
Information about Derivative Positions | September 26, 2015 December 31, 2014 (In thousands) Gross Gross Net amount of Gross amounts of recognized liabilities Gross amounts offset in the condensed consolidated balance sheet Net amount of liabilities in the condensed consolidated balance sheet Foreign currency contracts $ 11,354 $ 427 $ 10,927 $ 4,336 $ 2,485 $ 1,851 |
Gains and (losses) associated with derivatives | associated with derivatives are recorded in other (income) expense, net, in the condensed consolidated statements of operations. (Losses) gains associated with derivative instruments not designated as hedging instruments were as follows: Three months ended Nine months ended (In thousands) September 26, 2015 September 27, 2014 September 26, 2015 September 27, 2014 (Losses) gains on foreign currency contracts $ (10,927 ) $ 1,181 $ (13,249 ) $ 740 In the first quarter of 2015, the Company recorded an other-than-temporary impairment of $0.5 million related to an available-for-sale common stock investment classified in short-term investments in its condensed consolidated balance sheet. The Company determined that it was an other-than-temporary impairment due to the significant decline in the fair value compared to the acquisition cost for an extended period of time and the financial condition of the issuer. |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 26, 2015 | |
Summary of Financial Information for Reportable Segments | Summarized financial information for the Company’s reportable segments is shown in the following tables. Three months ended Nine months ended (In thousands) September 26, 2015 September 27, 2014 September 26, 2015 September 27, 2014 Net sales CMH $ 166,043 $ 165,368 $ 507,764 $ 487,757 EM 104,210 107,686 306,571 202,679 Total net sales $ 270,253 $ 273,054 $ 814,335 $ 690,436 Three months ended Nine months ended (In thousands) September 26, 2015 September 27, 2014 September 26, 2015 September 27, 2014 Segment profit CMH $ 37,109 $ 35,520 $ 122,182 $ 107,115 EM 23,919 33,316 72,700 59,728 Total segment profit $ 61,028 $ 68,836 $ 194,882 $ 166,843 |
Reconciliation of Total Segment Profit to Operating Income | The following table reconciles total segment profit to income (loss) before income taxes and equity in net loss of affiliates: Three months ended Nine months ended (In thousands) September 26, 2015 September 27, 2014 September 26, 2015 September 27, 2014 Total segment profit $ 61,028 $ 68,836 $ 194,882 $ 166,843 Less: Charge for fair value write-up of acquired inventory sold — 24,293 — 48,586 Amortization of intangible assets 11,673 13,128 35,908 24,854 Contingent consideration fair value adjustment — — — (1,282 ) Unallocated general and administrative expenses 18,289 26,047 61,022 94,146 Operating income 31,066 5,368 97,952 539 Interest expense 9,291 10,443 28,884 23,009 Interest income (90 ) (347 ) (340 ) (762 ) Other (income) expense, net (5,624 ) 110 (8,466 ) 1,639 Income (loss) before income taxes and equity in net loss of affiliates $ 27,489 $ (4,838 ) $ 77,874 $ (23,347 ) |
Summary of Significant Accoun25
Summary of Significant Accounting Policies Additional details (Details) - USD ($) $ in Thousands | Sep. 26, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | ||
Long-term Debt, Fair Value | $ 670,875 | |
Long-term Debt | 667,130 | $ 766,796 |
Unamortized Debt Issuance Costs | $ 13,111 |
Purchase Price (Details)
Purchase Price (Details) - ATMI [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Apr. 30, 2014 | |
Acquisitions [Line Items] | ||
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 |
Acquisitions Purchase Price All
Acquisitions Purchase Price Allocations (Details) - USD ($) $ in Thousands | Sep. 26, 2015 | Dec. 31, 2014 | Sep. 27, 2014 | Apr. 30, 2014 | Dec. 31, 2013 |
Acquisitions [Line Items] | |||||
Goodwill | $ 341,305 | $ 340,743 | $ 336,252 | $ 12,274 | |
ATMI [Member] | |||||
Acquisitions [Line Items] | |||||
Accounts receivable and other current assets | $ 109,965 | ||||
Inventory | 114,200 | ||||
Property, plant, and equipment | 124,025 | ||||
Identifiable intangible assets | 297,040 | ||||
Other noncurrent assets | 8,954 | ||||
Current liabilities | (60,943) | ||||
Deferred tax liabilities and other noncurrent liabilities | (120,946) | ||||
Net assets acquired | 472,295 | ||||
Goodwill | 337,095 | ||||
Total purchase price, net of cash acquired | $ 809,390 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | Apr. 30, 2014 | Dec. 31, 2013 | |
Acquisitions [Line Items] | |||||
Goodwill | $ 340,743 | $ 341,305 | $ 336,252 | $ 12,274 | |
ATMI [Member] | |||||
Acquisitions [Line Items] | |||||
Property, plant, and equipment | $ 124,025 | ||||
Identifiable intangible assets | 297,040 | ||||
Acquisition date | Apr. 30, 2014 | ||||
Goodwill | 337,095 | ||||
Payments to Acquire Businesses, Gross | $ 1,130,484 | ||||
Total purchase price, net of cash acquired | $ 809,390 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Sep. 26, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 54,285 | $ 41,015 |
Work-in process | 14,588 | 14,190 |
Finished goods | 119,566 | 107,920 |
Inventory, Net | $ 188,439 | $ 163,125 |
Additional Inventory (Details)
Additional Inventory (Details) - USD ($) $ in Thousands | Sep. 26, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Consignment inventories held by customers | $ 15,257 | $ 10,968 |
Goodwill Goodwill (Details)
Goodwill Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 26, 2015 | Sep. 27, 2014 | |
Goodwill [Line Items] | ||
Goodwill, beginning | $ 340,743 | $ 12,274 |
Additions due to acquisitions | 324,026 | |
Purchase accounting adjustments | 4,972 | |
Other, including foreign currency translation | (4,410) | (48) |
Goodwill, ending | 341,305 | 336,252 |
Goodwill, Period Increase (Decrease) | 562 | |
CMH | ||
Goodwill [Line Items] | ||
Goodwill, beginning | 47,483 | 12,274 |
Additions due to acquisitions | 31,440 | |
Purchase accounting adjustments | 0 | |
Other, including foreign currency translation | (81) | (23) |
Goodwill, ending | 47,402 | 43,691 |
EM | ||
Goodwill [Line Items] | ||
Goodwill, beginning | 293,260 | 0 |
Additions due to acquisitions | 292,586 | |
Purchase accounting adjustments | 4,972 | |
Other, including foreign currency translation | (4,329) | (25) |
Goodwill, ending | $ 293,903 | $ 292,561 |
Long-term debt schedule (Detail
Long-term debt schedule (Details) - USD ($) $ in Thousands | Sep. 26, 2015 | Dec. 31, 2014 | Apr. 30, 2014 | Apr. 01, 2014 |
Debt Instrument [Line Items] | ||||
Long-term Debt | $ 667,130 | $ 766,796 | ||
Senior secured term loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt | 307,130 | 406,796 | $ 460,000 | |
Senior unsecured notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt | 360,000 | 360,000 | $ 360,000 | |
Senior secured Asset Based [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Line of Credit | $ 0 | $ 0 |
Additional Debt (Details)
Additional Debt (Details) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 26, 2015 | Dec. 31, 2014 | Apr. 30, 2014 | Apr. 01, 2014 | |
Debt Instrument [Line Items] | ||||
Long-term Debt | $ 667,130 | $ 766,796 | ||
Senior unsecured notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt | $ 360,000 | 360,000 | $ 360,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||
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% | |||
Senior secured term loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Debt | $ 307,130 | $ 406,796 | $ 460,000 | |
Debt Instrument, Interest Rate, Stated Percentage | 3.50% | |||
Repayments of Debt | $ 100,000 | |||
Senior secured Asset Based [Member] | ||||
Debt Instrument [Line Items] | ||||
Long-term Line of Credit, Noncurrent | 75,000 | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 35,000 |
Income Taxes Income Tax Rate Re
Income Taxes Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Income Taxes [Abstract] | ||||
Expected federal income tax expense (benefit) at statutory rate | $ 9,621 | $ (1,693) | $ 27,256 | $ (8,171) |
Effect of foreign source income | (5,858) | (3,460) | (14,133) | (12,958) |
Effect of foreign dividend | 0 | 1,800 | 0 | (2,936) |
Valuation allowance | 508 | 0 | 1,542 | 0 |
Nondeductible acquisition costs | 0 | (353) | 0 | 1,503 |
Other items, net | (253) | (104) | 268 | 550 |
Income tax expense (benefit) | $ 4,018 | $ (3,810) | $ 14,933 | $ (22,012) |
Income Taxes (Details)
Income Taxes (Details) | 9 Months Ended | |
Sep. 26, 2015 | Sep. 27, 2014 | |
Income Tax Disclosure [Abstract] | ||
Effective Income Tax Rate | 19.20% | 94.30% |
Reconciliation of Share Amount
Reconciliation of Share Amount Used in Computation of Basic and Diluted Earnings Per Share (EPS) (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Weighted shares outstanding: | ||||
Basic-weighted common shares outstanding | 140,555 | 139,480 | 140,282 | 139,215 |
Weighted common shares assumed upon exercise of stock options and vesting of restricted common stock | 762 | 0 | 734 | 0 |
Diluted-weighted common shares and common shares equivalent outstanding | 141,317 | 139,480 | 141,016 | 139,215 |
Shares Excluded Underlying Stoc
Shares Excluded Underlying Stock Based Award from Calucations of Diluted EPS (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from calculations of diluted EPS | 1,002 | 1,389 | 980 | 1,896 |
Fair Value (Details)
Fair Value (Details) - USD ($) $ in Thousands | Sep. 26, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | $ 2,178 | $ 4,601 |
Total assets measured and recorded at fair value | 2,178 | 4,601 |
Other accrued liabilities | 40,246 | 34,826 |
Total liabilities measured and recorded at fair value | 10,927 | 1,851 |
Forward Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Other accrued liabilities | 10,927 | 1,851 |
Common stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 2,178 | 4,601 |
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 | 2,178 | 4,601 |
Total liabilities measured and recorded at fair value | 0 | 0 |
Fair Value, Inputs, Level 1 | Forward Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Other accrued liabilities | 0 | 0 |
Fair Value, Inputs, Level 1 | Common stock | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term investments | 2,178 | 4,601 |
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 | 0 | 0 |
Total liabilities measured and recorded at fair value | 10,927 | 1,851 |
Fair Value, Inputs, Level 2 | Forward Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Other accrued liabilities | 10,927 | 1,851 |
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 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 | 0 |
Fair Value, Inputs, Level 3 | Forward Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Other accrued liabilities | 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 |
Information about Derivative Po
Information about Derivative Positions (Detail) - USD ($) $ in Thousands | Sep. 26, 2015 | Dec. 31, 2014 |
Derivative [Line Items] | ||
Gross amounts of recognized liabilities | $ 11,354 | $ 4,336 |
Gross amounts of recognized assets | 427 | 2,485 |
Net amount of liabilities | $ 10,927 | $ 1,851 |
Fair Value Gains (losses) assoc
Fair Value Gains (losses) associated with derivatives (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Fair Value Disclosures [Abstract] | ||||
(Losses) gains on forward currency contracts | $ (10,927) | $ 1,181 | $ (13,249) | $ 740 |
Fair Value Additional Detail (D
Fair Value Additional Detail (Details) $ in Millions | 9 Months Ended |
Sep. 26, 2015USD ($) | |
Fair Value Disclosures [Abstract] | |
Other than Temporary Impairment Losses, Investments | $ 0.5 |
Summary of Financial Informatio
Summary of Financial Information for Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 270,253 | $ 273,054 | $ 814,335 | $ 690,436 |
Total Segment Profit | 61,028 | 68,836 | 194,882 | 166,843 |
CMH | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 166,043 | 165,368 | 507,764 | 487,757 |
Total Segment Profit | 37,109 | 35,520 | 122,182 | 107,115 |
EM | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 104,210 | 107,686 | 306,571 | 202,679 |
Total Segment Profit | $ 23,919 | $ 33,316 | $ 72,700 | $ 59,728 |
Reconciliation of Total Segment
Reconciliation of Total Segment Profit to Operating Income (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 26, 2015 | Sep. 27, 2014 | Sep. 26, 2015 | Sep. 27, 2014 | |
Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items] | ||||
Total Segment Profit | $ 61,028 | $ 68,836 | $ 194,882 | $ 166,843 |
Charge for fair value write-up of acquired inventory sold | 0 | 24,293 | 0 | 48,586 |
Amortization | 11,673 | 13,128 | 35,908 | 24,854 |
Contingent consideration fair value adjustment | 0 | 0 | 0 | (1,282) |
Unallocated General And Administrative Expenses | 18,289 | 26,047 | 61,022 | 94,146 |
Operating income | 31,066 | 5,368 | 97,952 | 539 |
Interest expense | 9,291 | 10,443 | 28,884 | 23,009 |
Interest income | (90) | (347) | (340) | (762) |
Other (income) expense, net | (5,624) | 110 | (8,466) | 1,639 |
Income (loss) before income tax expense (benefit) and equity in net loss of affiliates | $ 27,489 | $ (4,838) | $ 77,874 | $ (23,347) |